arvn-20250630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________________

FORM 10-Q

__________________________________________

(Mark One)


ý			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number: 001-38672

__________________________________________

ARVINAS, INC.

(Exact name of registrant as specified in its Charter)

__________________________________________


Delaware			47-2566120
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
5 Science Park 395 Winchester Ave. New Haven, Connecticut			06511
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (203) 535-1456

__________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.001 per share

ARVN

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	ý	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	o
		Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý

As of August 1, 2025, the registrant had 73,417,595 shares of common stock, $0.001 par value per share, outstanding.

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		Page
PART I.	FINANCIAL INFORMATION	2

Item 1.	Financial Statements (Unaudited)	2
	Condensed Consolidated Balance Sheets	2
	Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income	3
	Condensed Consolidated Statements of Changes in Stockholders’ Equity	4
	Condensed Consolidated Statements of Cash Flows	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 4.	Controls and Procedures	41

PART II.	OTHER INFORMATION	42

Item 1.	Legal Proceedings	42
Item 1A.	Risk Factors	42
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	48
Item 5.	Other Information	48
Item 6.	Exhibits	49

Signatures		50

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, contained in this Quarterly Report on Form 10-Q, including statements regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects, plans and objectives of management, are forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “predict,” “project,” “target,” “potential,” “goals,” “will,” “would,” “could,” “should,” “continue” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

The forward-looking statements in this Quarterly Report on Form 10-Q include, among other things, statements about:

•the initiation, timing, progress and results of our current and any future clinical trials of vepdegestrant, ARV-393, ARV-102, and ARV-806, including statements regarding the period during which the results of the clinical trials will become available or the forum in which we will present such results;

•the timing of, and our ability to obtain, marketing approval of our product candidates and the ability of our product candidates to meet existing or future regulatory standards;

•our plans to continue market preparations for vepdegestrant and reworking our vepdegestrant collaboration with Pfizer, Inc.;

•our belief that ARV-393 can be an attractive combination partner for development of novel therapies for lymphoma;

•the potential receipt of payments based on achievement of milestones under our collaborations, including our collaboration with Pfizer Inc. entered into in July 2021;

•potential receipt of payments based on the achievement of milestones related to luxdegalutamide (ARV-766) and future royalties under our license agreement with Novartis Pharma AG;

•our plans to pursue research and development of other product candidates;

•the potential advantages of our platform technology and our product candidates;

•the extent to which our scientific approach and platform technology may potentially address a broad range of diseases and disease targets;

•the potential receipt of revenue from future sales of our product candidates;

•the rate and degree of market acceptance and clinical utility of our product candidates;

•our estimates regarding the potential market opportunity for our product candidates;

•our ability to manage the transition of a new chief executive officer, once identified;

•our sales, marketing and distribution capabilities and strategy;

•our ability to establish and maintain arrangements for manufacture of our product candidates;

•our ability to enter into additional collaborations with third parties;

•our intellectual property position;

•our estimates regarding expenses, future revenues, capital requirements and needs for additional financing, and statements regarding our cash, cash equivalents and marketable securities, including their sufficiency to fund planned operating expense and capital expenditure requirements into the second half of 2028;

•our belief that non-GAAP financial information, when taken collectively, may be helpful to investors because it provides consistency and comparability with past financial performance;

•the impact of government laws and regulations; and

•our competitive position.

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We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. We have included important factors in the cautionary statements included in our Annual Report on Form 10-K for the year ended December 31, 2024, filed on February 11, 2025, and this Quarterly Report on Form 10-Q, particularly in the “Risk Factors” sections, that we believe could cause actual results or events to differ materially from the forward-looking statements that we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.

You should read this Quarterly Report on Form 10-Q and the documents that we have filed as exhibits to this Quarterly Report on Form 10-Q completely and with the understanding that our actual future results may differ materially from what we expect. We do not assume any obligation to update any forward-looking statements except as required by applicable law.

Throughout this Quarterly Report on Form 10-Q, references to the “Company,” “Arvinas,” “we,” “us,” and “our,” refer to Arvinas, Inc. and its consolidated subsidiaries, except where the context requires otherwise, or any one or more of them as the context may require, and “board of directors” refers to the board of directors of Arvinas, Inc.

The Arvinas name and logo are our trademarks. This Quarterly Report on Form 10-Q contains references to our trademarks and service marks and to those belonging to other entities. Solely for convenience, trademarks and trade names referred to in this Quarterly Report on Form 10-Q, including logos, artwork and other visual displays, may appear without the ® or ™ symbols, but such references are not intended to indicate in any way that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other entities’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other entity.

iii

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

ARVINAS, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets (unaudited)


(dollars and shares in millions, except per share amounts)	June 30, 2025		December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	114.9	$	100.5

Marketable securities	746.3		938.9
Accounts receivable	0.5		5.7
Other receivables	10.6		8.0
Prepaid expenses and other current assets	17.2		14.2
Total current assets	889.5		1,067.3
Property, equipment and leasehold improvements, net	6.1		7.0
Operating lease right-of-use assets	9.3		9.0
Collaboration contract asset and other assets	4.4		8.1
Total assets	$	909.3	$	1,091.4
Liabilities and stockholders' equity
Current liabilities:
Accounts payable and accrued liabilities	$	53.1	$	71.8
Deferred revenue	102.9		156.2

Current portion of operating lease liabilities	1.8		1.8
Total current liabilities	157.8		229.8
Deferred revenue	134.1		292.0
Long-term debt	0.5		0.6
Operating lease liabilities	7.6		7.3
Total liabilities	300.0		529.7
Commitments and Contingencies (Note 13)
Stockholders’ equity:
Preferred stock, $0.001 par value, zero shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively	—		—
Common stock, $0.001 par value; 73.2 and 68.8 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively	0.1		0.1
Accumulated deficit	(1,509.9)		(1,531.6)
Additional paid-in capital	2,118.1		2,092.2
Accumulated other comprehensive income	1.0		1.0
Total stockholders’ equity	609.3		561.7
Total liabilities and stockholders’ equity	$	909.3	$	1,091.4

See accompanying notes to the condensed consolidated financial statements

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ARVINAS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income (unaudited)


(dollars and shares in millions, except per share amounts)	For the Three Months Ended June 30,				For the Six Months Ended June 30,
Consolidated Statements of Operations	2025		2024		2025		2024
Revenue	$	22.4	$	76.5	$	211.2	$	101.8
Operating expenses:
Research and development	68.6		93.7		159.4		178.0
General and administrative	25.3		31.3		51.9		55.6
Total operating expenses	93.9		125.0		211.3		233.6
Loss from operations	(71.5)		(48.5)		(0.1)		(131.8)
Other income
Other expense, net	(0.3)		(0.1)		(0.4)		(0.1)
Interest income, net	10.3		13.6		22.0		27.6

Total other income	10.0		13.5		21.6		27.5
Net (loss) income before income taxes	(61.5)		(35.0)		21.5		(104.3)
Income tax benefit (expense)	0.3		(0.2)		0.2		(0.3)

Net (loss) income	$	(61.2)	$	(35.2)	$	21.7	$	(104.6)

(Loss) earnings per common share
Basic	$	(0.84)	$	(0.49)	$	0.30	$	(1.46)
Diluted	$	(0.84)	$	(0.49)	$	0.30	$	(1.46)

Weighted average common shares outstanding
Basic	73.0		71.9		72.8		71.7
Diluted	73.0		71.9		73.0		71.7


(dollars in millions)	For the Three Months Ended June 30,				For the Six Months Ended June 30,
Consolidated Statements of Comprehensive (Loss) Income	2025		2024		2025		2024
Net (loss) income	$	(61.2)	$	(35.2)	$	21.7	$	(104.6)
Other comprehensive loss:
Unrealized (loss) gain on available-for-sale securities	(0.5)		0.6		—		(0.7)
Comprehensive (loss) income	$	(61.7)	$	(34.6)	$	21.7	$	(105.3)

See accompanying notes to the condensed consolidated financial statements

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ARVINAS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Changes in Stockholders’ Equity (unaudited)


(dollars and shares in millions)	Common			Accumulated Deficit		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Total Stockholders' Equity
For the Three Months Ended June 30, 2025 and 2024	Shares	Amount
Balance as of March 31, 2025	73.0	$	0.1	$	(1,448.7)	$	2,107.2	$	1.5	$	660.1
Stock-based compensation	—	—		—		10.4		—		10.4
Net loss	—	—		(61.2)		—		—		(61.2)

Issuance of common stock under equity incentive plans	0.2	—		—		0.5		—		0.5

Unrealized loss on available-for-sale securities	—	—		—		—		(0.5)		(0.5)
Balance as of June 30, 2025	73.2	$	0.1	$	(1,509.9)	$	2,118.1	$	1.0	$	609.3
Balance as of March 31, 2024	68.3	$	0.1	$	(1,402.1)	$	2,016.1	$	(4.4)	$	609.7
Stock-based compensation	—	—		—		21.6		—		21.6
Net loss	—	—		(35.2)		—		—		(35.2)

Issuance of common stock under equity incentive plans	0.3	—		—		3.5		—		3.5
Unrealized gain on available-for-sale securities	—	—		—		—		0.6		0.6
Balance as of June 30, 2024	68.6	$	0.1	$	(1,437.3)	$	2,041.2	$	(3.8)	$	600.2


(dollars and shares in millions)	Common			Accumulated Deficit		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Total Stockholders' Equity
For the Six Months Ended June 30, 2025 and 2024	Shares	Amount
Balance as of December 31, 2024	68.8	$	0.1	$	(1,531.6)	$	2,092.2	$	1.0	$	561.7
Stock-based compensation	—	—		—		25.4		—		25.4
Net income	—	—		21.7		—		—		21.7

Issuance of common stock under equity incentive plans	1.0	—		—		0.5		—		0.5
Issuance of common stock for pre-funded warrants	3.4	—		—		—		—		—

Balance as of June 30, 2025	73.2	$	0.1	$	(1,509.9)	$	2,118.1	$	1.0	$	609.3
Balance as of December 31, 2023	68.0	$	0.1	$	(1,332.7)	$	1,995.7	$	(3.1)	$	660.0
Stock-based compensation	—	—		—		40.2		—		40.2
Net loss	—	—		(104.6)		—		—		(104.6)

Issuance of common stock under equity incentive plans	0.6	—		—		5.3		—		5.3

Unrealized loss on available-for-sale securities	—	—		—		—		(0.7)		(0.7)
Balance as of June 30, 2024	68.6	$	0.1	$	(1,437.3)	$	2,041.2	$	(3.8)	$	600.2

See accompanying notes to the condensed consolidated financial statements

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ARVINAS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows (unaudited)


	For the Six Months Ended June 30,
(dollars in millions)	2025		2024
Cash flows from operating activities:
Net income (loss)	$	21.7	$	(104.6)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization	1.5		2.4
Net accretion of bond discounts/premiums	(7.3)		(11.2)


Amortization of right-of-use assets	1.2		1.0
Amortization of collaboration contract asset	3.7		1.7

Stock-based compensation	25.3		40.2
Changes in operating assets and liabilities:
Accounts receivable	5.2		—
Other receivables	(2.6)		(2.8)
Prepaid expenses and other assets	(3.1)		(6.0)

SEC Form 10-Q filed by Arvinas Inc.