xers-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2026
or
☐			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: 001-40880

XERIS BIOPHARMA HOLDINGS, INC.

(Exact name of the registrant as specified in its charter)

Delaware

87-1082097

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer Identification No.)

1375 West Fulton Street, Suite 1300

Chicago, Illinois

60607

(Address of principal executive offices)

(Zip Code)

(844) 445-5704

(Registrant's telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

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, $0.0001 par value per share

XERS

The Nasdaq Global Select Market

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 ☒ No ¨

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 ☒ No ¨

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 ☒

Accelerated filer

Non-accelerated filer ¨

Smaller reporting company

Emerging growth company

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. ☐

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

As of April 30, 2026, 172,642,055 shares, par value $0.0001 per share, of common stock were outstanding.


			Page
Part I. Financial Information
	Item 1. Financial Statements
		Condensed Consolidated Balance Sheets as of March 3 1 , 202 6 and December 31, 202 5	3
		Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months ended March 3 1 , 202 6 and 202 5	4
		Condensed Consolidated Statements of Stockholders' Equity (Deficit) for the three months ended March 3 1 , 202 6 and 202 5	5
		Condensed Consolidated Statements of Cash Flow for the three months ended March 3 1 , 202 6 and 202 5	6
		Notes to Condensed Consolidated Financial Statements	8
	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		21
	Item 3. Quantitative and Qualitative Disclosures About Market Risk		27
	Item 4. Controls and Procedures		27
Part II. Other Information
	Item 1. Legal Proceedings		28
	Item 1A. Risk Factors		29
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		29
	Item 3. Defaults Upon Senior Securities		29
	Item 4. Mine Safety Disclosures		29
	Item 5. Other Information		29
	Item 6. Exhibits		30
	Signatures		31


	March 31, 2026		December 31, 2025
Assets	(unaudited)
Current assets:
Cash and cash equivalents	$	111,750	$	111,042

Trade accounts receivable, net	56,295		51,050
Inventory, net	74,234		68,673
Prepaid expenses and other current assets	9,403		9,548
Total current assets	251,682		240,313
Property and equipment, net	5,033		4,945
Operating lease right-of-use assets	21,949		22,112
Goodwill	22,859		22,859
Intangible assets, net	85,368		88,078
Other assets	5,122		5,220
Total assets	$	392,013	$	383,527
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	11,467	$	3,076

Current operating lease liabilities	6,271		6,232
Other accrued liabilities	32,287		33,155
Accrued trade discounts and rebates	45,492		43,253
Accrued returns reserve	18,723		18,969

Other current liabilities	4,353		4,889
Total current liabilities	118,593		109,574
Long-term debt, net of unamortized debt issuance costs	221,224		220,335
Non-current operating lease liabilities	31,058		31,531


Other liabilities	8,127		8,398
Total liabilities	379,002		369,838
Commitments and contingencies (Note 13)





Stockholders' equity:
Preferred stock—par value $0.0001, 25,000,000 shares authorized and no shares issued and outstanding as of March 31, 2026 and December 31, 2025	—		—
Common stock—par value $0.0001, 350,000,000 shares authorized as of March 31, 2026 and December 31, 2025; 172,558,783 and 166,215,410 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	18		17
Additional paid in capital	682,090		685,004
Accumulated deficit	(669,073)		(671,307)
Accumulated other comprehensive loss	(24)		(25)
Total stockholders' equity	13,011		13,689
Total liabilities and stockholders' equity	$	392,013	$	383,527


	Three Months Ended March 31,
		2026		2025
Product revenue, net		$	82,454	$	57,802
Royalty, contract and other revenue		673		2,317
Total revenue		83,127		60,119
Costs and expenses:
Cost of goods sold		10,574		8,728
Research and development		8,783		7,753
Selling, general and administrative		53,144		44,018
Amortization of intangible assets		2,710		2,710
Total costs and expenses		75,211		63,209
Income (loss) from operations		7,916		(3,090)
Other income (expense):
Interest and other income		1,202		1,175


Interest expense		(6,884)		(7,305)


Total other expense		(5,682)		(6,130)
Net income (loss) before income taxes		2,234		(9,220)
Income tax benefit		—		—
Net income (loss)		$	2,234	$	(9,220)

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustments		1		—
Comprehensive income (loss)		$	2,235	$	(9,220)

Net income (loss) per common share - basic		$	0.01	$	(0.06)
Net income (loss) per common share - diluted		$	0.01	$	(0.06)

Weighted average common shares outstanding:
Basic		170,523,208		152,445,935
Diluted		177,631,154		152,445,935


	Common Stock			Additional Paid In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders' Equity (Deficit)
	Shares	Amount
Balance, December 31, 2024	149,429,410	$	15	$	642,256	$	(25)	$	(671,861)	$	(29,615)
Net loss	—	—		—		—		(9,220)		(9,220)
Exercise of stock options	1,366,498	—		4,960		—		—		4,960
Vesting of restricted stock units (net of 2,255,124 shares withheld for tax)	3,721,805	1		(7,999)				—		(7,998)
Issuance of common shares in partial settlement of 2025 Convertible Debt	1,045,752	—		3,188		—		—		3,188

Issuance of common shares in settlement of warrants	450,585	—		—		—		—		—
Stock-based compensation	—	—		3,557		—		—		3,557

Balance, March 31, 2025	156,014,050	$	16	$	645,962	$	(25)	$	(681,081)	$	(35,128)


	March 31, 2026		December 31, 2025

Raw materials	$	43,401	$	38,010
Work in process	14,209		11,295
Finished goods	16,624		19,368
Inventory, net	$	74,234	$	68,673


	March 31, 2026		December 31, 2025

Lab equipment	$	5,432	$	5,325
Furniture and fixtures	545		545
Computer equipment	1,102		946
Office equipment	97		97
Software	676		514
Leasehold improvements	5,695		5,695
Total property and equipment	13,547		13,122
Less: accumulated depreciation and amortization	(8,514)		(8,177)
Property and equipment, net	$	5,033	$	4,945


		March 31, 2026						December 31, 2025
	Life (Years)	Gross assets		Accumulated amortization		Net		Gross assets		Accumulated amortization		Net
Definite-lived intangible asset - Keveyis	5	$	11,000	$	(9,900)	$	1,100	$	11,000	$	(9,350)	$	1,650
Definite-lived intangible asset - Recorlev	14	121,000		(36,732)		84,268		121,000		(34,572)		86,428
Total intangible assets		$	132,000	$	(46,632)	$	85,368	$	132,000	$	(43,922)	$	88,078


2026	$	7,583
2027	8,643
2028	8,643
2029	8,643
2030	8,643
Thereafter	43,213
Total	$	85,368


	March 31, 2026		December 31, 2025
Accrued employee costs	$	18,726	$	24,061
Accrued interest expense	1,051		505
Accrued supply chain costs	1,091		370
Accrued marketing costs	1,527		1,402

Accrued research and development costs	4,139		3,467
Accrued other costs	5,753		3,350
Other accrued liabilities	$	32,287	$	33,155


	March 31, 2026		December 31, 2025

Convertible senior notes	$	33,864	$	33,894
Less: unamortized debt issuance costs	(566)		(628)
Loan agreement	189,512		188,768
Less: unamortized debt issuance costs	(1,586)		(1,699)
Debt, net of unamortized debt issuance costs	$	221,224	$	220,335


Warrants classified as equities:	Outstanding Warrants	Exercise Price per Warrant	Expiration Date
Warrants in connection with Horizon and Oxford loan agreement	125,999	$3.130	December 2026
Warrants in connection with Hayfin Amended and Restated Credit Agreement	263,158	$2.280	March 2029
	389,157


	Number of Options	Weighted Average Exercise Price Per Share	Weighted Average Contractual Life (years)	Aggregate Intrinsic Value (in millions)
Outstanding - December 31, 2025	5,309,859	$5.54	2.78	$16.3
Granted	2,286,480	$7.36
Exercised	(259,935)	$3.26

Expired	(68,740)	$8.60
Outstanding - March 31, 2026	7,267,664	$6.17	4.90	$7.2
Exercisable - March 31, 2026	4,981,184	$5.62	2.63	$0.0


			Three Months Ended
			March 31, 2026
Expected term (in years)			6.5
Risk-free interest rate			4.0%
Expected stock price volatility			81.9%
Expected dividend yield			—%


	Number of Units	Weighted Average Grant Date Fair Value Per Share
Unvested balance - December 31, 2025	13,511,338	$	2.93
Granted	2,898,048	$	7.36
Vested	(6,123,068)	$	2.37
Forfeited	(609,642)	$	2.70
Unvested balance - March 31, 2026	9,676,676	$	4.63


	Total as of March 31, 2026		Level 1		Level 2		Level 3

Assets
Cash and cash equivalents:
Cash and money market funds	$	111,750	$	111,750	$	—	$	—




Other assets:
Restricted cash	$	4,021	$	4,021	$	—	$	—


	Total as of December 31, 2025		Level 1		Level 2		Level 3
Assets
Cash and cash equivalents:
Cash and money market funds	$	111,042	$	111,042	$	—	$	—






Other assets:
Restricted cash	$	4,021	$	4,021	$	—	$	—


	Number of SARs	Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Life (in years)	Aggregate Intrinsic Value (in millions)
Outstanding - December 31, 2025	2,650,000	$	3.36	0.98	$	11.8
Granted	—	$	—
Outstanding - March 31, 2026	2,650,000	$	3.34	0.73	$	6.3
Vested and exercisable at March 31, 2026	—	$	—


	Fair Value
Balance at December 31, 2025	$	6.3
Change in fair value of SARs	$	(1.8)
Balance at March 31, 2026	$	4.5

SEC Form 10-Q filed by Xeris Biopharma Holdings Inc.