INGN 10-K & 10-Q changes, risk factors and insider trading
Inogen Inc · Nasdaq · Orthopedic, Prosthetic & Surgical Appliances & Supplies · CIK 1294133 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Tariffs, trade restrictions and Section 232 investigations could increase our costs and disrupt our supply chain.”
Largest changes
Thesee in full comparisonscopescope, interpretation, and enforcement ofeachfederalofandthesestate healthcare fraud and abuse lawsisareuncertaincomplex, evolving, and subject torapidchange,changeincludinginthroughthelegislativecurrentaction,environmentregulatoryof healthcare reform, especially in light of the lack of applicable precedentguidance, andregulations.enforcement priorities. If our operations are found to be in violation of any ofthethese lawsdescribed aboveoranyother applicable governmentregulations that apply to us,regulations, wemaycould be subject to a range of penalties, including civil and criminal penalties, damages,finesfines,and the curtailmentrestrictions orrestrictioncurtailment of ouroperationsoperations, or exclusion from participation in the federal or state healthcare programs. Anypenalties,suchdamages, fines, curtailmentpenalties orrestructuringrestrictions,orcould adversely affect ouroperationsbusiness,couldfinancialharmcondition,ourresults of operations, and ability to operateoureffectively.businessInandaddition,ouranyresultsgovernmentalofinvestigationoperations.orAnyenforcementaction against us for violation of these laws,action, even if we successfully defend against it, couldcauseresultus to incurin significant legalexpensesand administrative costs, reputational harm, anddivert our management’s attention from operationdiversion ofourmanagementbusiness.attention. Moreover, achieving and sustaining compliance with applicable federal and state fraud and abuse lawsmayisprovecostlycostly.andHHSresourcemakesintensive,annual inflation-related increases to theand civil monetary penaltiesinunderitscertainregulationsofpursuantthese laws are subject totheperiodicFederalinflation-basedCivil Penalties Inflation Adjustment Act Improvements Act of 2015. The HHS Annual Civil Monetary Penalties Inflation Adjustment Final Rule issued on August 8, 2024, sets forth adjusted civil monetary penalty amounts that apply to penalties assessed on or after August 8, 2024, if the violation occurred on or after November 2, 2015.increases.
“Tariffs, trade restrictions and Section 232 investigations could increase our costs and disrupt our supply chain.”see in full comparison
“Our business is also subject to risks associated with U.S. and foreign legislation, regulations and trade agreements relating to the materials we import, including quotas, duties, tariffs or taxes, and other charges or restrictions on imports, which could adversely affect our operations and our ability to import materials used in our products at current or increased levels, if at all. …”see in full comparison
The Federal False Claims Act prohibits any person from knowingly presenting or causing to be presented a false or fraudulent claim for payment to the federal government, or knowingly making or causing to be made a false statement material tosee in full comparisongeta falseclaimorpaid.fraudulent claim. The Federal False Claims Actallowspermitsanyprivatepersonindividuals, known as “relators,” to bringsuitactionsinonthe namebehalf of thegovernmentgovernment,alleging false and fraudulent claims presentedreferred tooraspaidquibytamthe government (or other violations of the statute)actions, and to share in anyamounts paid by the entity to the government in fines or settlement.recovery. Suchsuits, known as qui tam actions,actions have increased significantly in the healthcare industry in recent years.SanctionsViolationsunderofthisthefederalFederallawFalse Claims Act mayincluderesult in substantial civil monetary penalties, treble damages, and exclusion from participation in federal and state healthcare programs, and related conduct may also give rise to criminalfinespenaltiesandunderimprisonment.other federal laws. In addition, the Patient Protection and Affordable CareAct,Actamong other things, amendsamended the intentrequirementrequirements of the federalanti-kickbackAnti-Kickback Statute andcriminalcertain federal healthcare fraud statutes to clarify that a person or entitydoesneed notneed tohave actual knowledge of the statute or specific intent to violate it.In addition, theThe Patient Protection and Affordable Care Act also provides thattheclaimsgovernment may assert that a claim thatfor items or services resulting from a violation of the federal Anti-Kickback Statuteconstitutesmayaconstitute false or fraudulentclaimclaims for purposes of the federal false claims statutes. Because of the breadth of these laws and the narrowness of thesafeavailableharborsexceptions andexceptions,safe harbors, it is possible that some of our business activities could be subject to challenge under one or more of such laws.SuchAnyasuch challenge, regardless oftheits outcome, could have a material adverse effect on our business, business relationships, reputation, financialconditioncondition, and results of operations.TheInmajorityaddition,ofmany statesalsohave statutes or regulations similar to the federal anti-kickback, physician self-referral, and false claims laws, which apply to items orservices,services reimbursed under Medicaidandor other state programs,orand inseveralsomestates,states may apply regardless of payor. Penalties under these state laws can be comparable to those under their federalequivalents.counterparts.
“Our research and development and manufacturing activities involve the controlled use of hazardous materials, including flammable, toxic, and corrosive substances, and generate hazardous chemical waste. We seek to comply with applicable environmental, health, and safety laws and regulations governing the handling, storage, and disposal of these materials. Based on the limited quantities used or generated at our facilities, we do not currently expect compliance with such requirements to have a material effect on our capital expenditures, earnings, or competitive position. …”see in full comparison
“ability to comply with U.S. and applicable foreign export controls and economic sanctions, maintain an effective sales force or successfully develop our international distribution network;”see in full comparison
Full comparison: every changed paragraph (94)
our dependence on a limited number of customers for a significant portion of our sales revenue both domestically and internationally;
the lack of long-term supply contracts with many of our third-party suppliers;
potential acquisitions of, or investments in, other companies;
changes in Medicare, Medicaid, and other third party payor reimbursement policies, including the competitive bidding processand orcoverage other reimbursement policy changes under Medicare or other third-party payors,determinations including recently enacted and potential future changes in the reimbursement rates or payment methodologies under Medicare, Medicaid and other government programs;
ability to maintain or obtain new private payor contracts and future reductions in reimbursement rates from private payors;
potential failure to maintain or obtain new private payor contracts and future reductions in reimbursement rates from private payors;
our ability to comply with anti-bribery, anti-corruption, and similar laws associated with our activities outside of the U.S., and anti-money laundering laws;
ability to comply with U.S. and applicable foreign export controls and economic sanctions, maintain an effective sales force or successfully develop our international distribution network;
our international sales and manufacturing activities;
our ability to protect against service interruptions, data corruption, cybersecurity risks, data security incidents and/or network security breaches;
data privacy and data protection regulations;
extensive federal, state, and international regulations related to our business by numerous government agencies, including the FDA and the MDREU competent authorities;
the limitation on our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers, stockholders, or employees;
potential sales of a large number of shares of our common stock; and anti-takeover provisions in our charter documents and under Delaware law.
our directors, executive officers and principal stockholders could limit your ability to influence the outcome of key transactions, including changes of control; and anti-takeover provisions in our charter documents and under Delaware law.
Because of reimbursement reductions, we expect more industry consolidation and volatility in ordering patterns based on how providers are restructuring their businesses and their access to capital. In addition, providers may reduce or eliminate purchases from us due to our increased focus on building outmaintaining a prescriber sales team and pursuing rentals directly, which could be in competition with ourother providers in the United States. Respiratory therapy providers compete primarily on the basis of product features and service, rather than price, since reimbursement levels are established by Medicare and Medicaid, or by the individual determinations of private payors.
Some of our competitors are large, well-capitalized companies with greater resources than we have. Consequently, they are able to spend more aggressively on product development, marketing, salessales, and other product initiatives than we can. Some of these competitors have:
As a result, our competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standard regulatory and reimbursement development and customer requirements or changing or uncertain business conditions or macroeconomic trends, including supply chain challenges. In light of these advantages that our competitors maintain, even if our technology and direct-to-consumer distribution strategy is more effective than the technology and distribution strategy of our competitors, including those who have adopted or may in the future adopt direct-to-consumer sales models, current or potential customers might accept competitor products and services in lieu of purchasing our products. We anticipate that we will face increased competition in the future as existing companies and competitors develop new or improved products and distribution strategies and as new companies enter the market with new technologies and distribution strategies. We may not be able to compete effectively against these organizations. Our ability to compete successfully and to increase our market share is dependent upon our reputation for providing responsive, professionalprofessional, and high-quality products and services and achieving strong customer satisfaction. Increased competition in the future could adversely affect our revenue, revenue growth rate, marginsmargins, and market share.
We receive a significant amount of our sales revenue from a limited number of customers, including distributors, HME providers, our private label partner, resellers, and charitable organizations and the loss of, or a significant shortfall in demand from, these customers could have a material adverse effect on our financial condition and operating results. For the years ended December 31, 2025, 2024, 2023, and 2022,2023, sales revenue to our top 10 customers accounted for approximately 33.3%,38.9%, 25.2%33.3% and 30.5%,25.2%, respectively, of our total revenue. Medicare's service reimbursement programs represented more than 10% of our total revenue for the yearsyear ended December 31, 2023 and 2022.2023. We expect that sales to relatively few customers will continue to account for a significant percentage of our total revenue in future periods. Our future success will significantly depend upon the timing and volume of business from our largest customers and the financial and operational success of these customers. However, we can provide no assurance that any of these customers or any of our other customers will continue to purchase our products at current levels, pricing, or at all, and our revenue could fluctuate significantly due to changes in customer order levels, economic conditions, the adoption of competitive products, or the loss of, reduction of business with, or less favorable terms with any of our largest customers. For example, we have previously experienced a decline in sales to one large national homecare provider who purchased through our private label collaborator. We have also experienced a decline in sales from other HME providers and these providers have communicated to us that they continue to be subject to capital constraints. If we were to lose one of our key customers or have a key customer significantly reduce its volume of business with us, such as we previously experienced with the large national homecare provider, our revenue may be materially reduced and there would be an adverse effect on our business, financial conditioncondition, and results of operations.
We obtain some components, subassembliessubassemblies, and completed products included in our products from single source suppliers or from a limited group of manufacturers or suppliers. In some cases, components required to manufacture and assemble our products are available in only limited supplies from limited manufacturers or suppliers, and the partial or complete loss of one or more of these manufacturers or suppliers or limitation on availability could cause significant production delays or stoppages, an inability to meet customer demand, substantial loss in revenue, and have an adverse effect on our financial condition and results of operations.
we may be subject to price fluctuations due to a lack of long-term supply arrangements for key components or changes in import tariffs, trade restrictions or barriersbarriers, or other government actions that impact our ability or the costs to obtain such components;
we or our suppliers may lose access to critical services, tools, moldings, and components, resulting in an interruption in the manufacture, assemblyassembly, and shipment of ourcomponents systemsor products;
We have experienced supply problems with one or more of our suppliers and may again experience supply problems in the future. For example, we saw supply chain disruptions in the second half of 2021 as well as in 2022 and 2023, primarily associated with semiconductor chips used in our batteries and printed circuit boards. However, we recognize that there could be supply shortages for other components used in our products. While we have taken steps to attempt to mitigate the impact of potential supply shortages, the previously experienced shortages have had, and any future shortage may have, a negative impact on our ability to manufacture products as these chips are used across all of our portable oxygen concentrators in our batteries and printed circuit boards.
In addition, we purchase components and subassemblies from third-party suppliers, including some of our single-source suppliers, through purchase orders and do not have long-term supply contracts with all of our third-party suppliers. These third-party suppliers, therefore, are not obligated to perform services or supply products to us for any specific period, in any specific quantity or at any specific price, except as may be provided in a particular purchase order. We do not maintain large volumes of inventory from most of these suppliers and could be at risk if we are such suppliers are unwilling or unable to supply us or if these suppliersthey demand significant price increases.
Tariffs, trade restrictions and Section 232 investigations could increase our costs and disrupt our supply chain.
Our business is also subject to risks associated with U.S. and foreign legislation, regulations and trade agreements relating to the materials we import, including quotas, duties, tariffs or taxes, and other charges or restrictions on imports, which could adversely affect our operations and our ability to import materials used in our products at current or increased levels, if at all. New or increased quotas, duties or tariffs, or threats or changes in policy with respect to such trade restrictions, may have a material adverse effect on our business, financial condition, results of operations or cash flows. For example, in April 2025, the U.S. announced significant tariffs on imports from multiple trading partners, leading to increasing trade and political tensions. In response to tariffs, other countries have implemented retaliatory tariffs on U.S. goods. In September 2025, the U.S. Department of Commerce, Bureau of Industry and Security initiated a national security investigation under Section 232 of the Trade Expansion Act of 1962 into imports of personal protective equipment, medical consumables and medical equipment, including medical devices such as oxygen concentrators. The scope, timing and outcome of this investigation are uncertain. Depending on its outcome, the investigation could result in the imposition of additional tariffs or other trade restrictions, the modification or elimination of existing tariff exemptions, or the implementation of other measures affecting the importation of products or components relevant to our business. Any such actions could increase our costs, disrupt our supply chain, require operational or sourcing adjustments, and adversely affect our margins, results of operations and financial condition. In addition, these actions could prompt retaliatory measures by foreign governments, further increasing uncertainty and potential adverse impacts on our business. The current tariff environment evolves continuously and is uncertain. Furthermore, certain of our competitors may be better positioned than us to withstand or react to border taxes, tariffs or other restrictions on global trade and, as a result, we may lose market share to such competitors. Finally, certain governmental and private purchasers may restrict the purchase of products from certain countries (including the U.S.) in favor of “buying local,” resulting in the additional possibility that local manufacturers, brands, and other competitors may engage in aggressive competitive pricing to take advantage of the uncertain global trade environment and transition customers away from global manufacturers, all of which may impact our business and operations. We cannot control the duration or depth of any of the above such actions which may increase our product costs, reduce our margins, potentially decrease the competitiveness of our products, or result in loss of certain contracts. These actions could have a negative effect on our business, results of operations, or financial condition.
If we are unable to continue to enhance our existing products, develop or acquire and market our products that respond to customer needs and preferences and achieve market acceptance, we may experience a decrease in demand for our products and our business could suffer.
We may not be able to compete as effectively with our competitors and ultimately satisfy the needs and preferences of our customers unless we can continue to enhance existing products, acquire companies with new or different products, sell our existing products, and develop new and innovative products ourselves. Product development requires significant financial, technological and other resources. While we expended $19.4 million, $21.6 million, $20.8 million and $21.9$20.8 million for the years ended December 31, 2025, 2024, 2023, and 2022,2023, respectively, in research and development efforts, we cannot assure that this level of investment will be sufficient to maintain a competitive advantage in product innovation, which could cause our business to suffer.
Product improvements and new product introductions also require significant planning, design, development, patent protection, and testing at the technological, product, and manufacturing process levels and we may not be able to timely develop product improvements or new products or obtain necessary patent protection and regulatory clearances or approvals for such product improvements or new products in a timely manner, or at all. Our competitors’ new products may enter the market before our new products reach the market, be more effective with more features, obtain better market acceptance, or render our products obsolete. Any new products that we develop or acquire may not receive market acceptance or otherwise generate any meaningful sales or profits for us relative to our expectations based on, among other things, existing and anticipated investments in manufacturing capacity and commitments to fund advertising, marketing, promotional programsprograms, and research and development. In addition, if we are unable to seek and obtain regulatory approval or adequate coverage and reimbursement for any new products that we develop or introduce, in a timely manner or at all, we may realize lower revenue than expected or even no revenue at all from these products. As a result, our business, financial conditioncondition, and results of operations could be materially harmed.
As part of our business strategy, we regularly explore potential acquisitions of, collaborations with, or investments in complementary products, technologiestechnologies, or businesses. We do not have an extensive history of acquiring or entering into collaborations with other companies and cannot assure you that we will successfully identify suitable acquisition candidates or collaboration partners, integrate or manage disparate technologies, lines of business, personnelpersonnel, and corporate cultures, realize our business strategy or the expected return on our investment, or manage a geographically dispersed company. Any such acquisition, collaborationcollaboration, or investment could materially and adversely affect our financial condition and results of operations. We may issue equity securities which could dilute current stockholders’ ownership, incur debt, assume contingent or other liabilitiesliabilities, and expend cash in acquisitions, collaborations or investments, which could negatively impact our financial condition, stockholder equity, and stock price. The acquisition, collaborationcollaboration, and integration process is complex, expensiveexpensive, and time-consuming, and may cause an interruption of, or loss of momentum in, product development and sales activities and operations of both companies, and we may incur substantial cost and expense, as well as divert the attention of management.
the potential failure to achieve the expected benefits of the combination, acquisitionacquisition, or collaboration;
the potential to become involved in intellectual property litigation related to such acquisitions, collaborationscollaborations, or strategic investments; and the inability to maintain uniform standards, controls, policies, and procedures.
Any acquisition, collaborationcollaboration, or investment could expose us to unknown liabilities. Moreover, we cannot assure you that we will realize the anticipated benefits of any acquisition, collaborationcollaboration, or investment. In addition, our inability to successfully operate and integrate newly acquired businesses appropriately, effectively, and in a timely manner could impair our ability to take advantage of future growth opportunities and other advances in technology, as well as on our revenues, gross margins, and expenses. In addition, we may be required to take charges or write-downs in connection with acquisitions. In particular, acquisitions of businesses engaged in the development of new products may give rise to developed technology and/or in-process research and development assets. To the extent that the value of these assets decline, we may be required to write down the value of the assets. Also, in connection with certain asset acquisitions, we may be required to take an immediate charge related to acquired in-process research and development assets. Any of these events could result in charges, which could be substantialsubstantial, and which could adversely affect our results of operations.
We depend upon reimbursement from Medicare, private payors, MedicaidMedicaid, and payments from patients for a significant portion of our revenue, and if we fail to manage the complex and lengthy reimbursement process, our business and operating results could be adversely affected.
Our financial condition and results of operations may be affected by the healthcare industry’s reimbursement process, which is complex and can involve lengthy delays between the time that a product is delivered to the consumer and the time that the reimbursement amounts are settled. Depending on the payor, we may be required to obtain certain payor-specific documentation from physicians and other healthcare providers before submitting claims for reimbursement. Certain payors have filing deadlines, and they will not pay claims submitted after such time. We are also subject to extensive pre-payment and post-payment audits by governmental and private payors that could result in material delays, refunds of monies receivedreceived, or denials of claims submitted for payment under such third-party payor programs and contracts. We cannot ensure that we will be able to continue to effectively manage the process which would adversely affect our business, financial conditioncondition, and results of operations.
In addition, we are subject to complex billing and record-keeping requirements in order to substantiate our claims for payment under federal, statestate, and commercial healthcare reimbursement programs. Our records also are subject to routine and other reviews by third-party payors, which can result in delays in payments or refunds of paid claims. We could experience a significant increase in pre-payment reviews of our claims by the Durable Medical Equipment Medicare Administrative Contractors, a private insurance companycompanies that processes Medicare claims for durable medical equipment, which could cause substantial delays in the collection of our Medicare accounts receivable as well as related amounts due under supplemental insurance plans.
The government has significant resources to audit and ensure oversight of suppliers who care for patients covered by various government healthcare programs. Healthcare providers and suppliers of certain durable medical equipment product categories may be subjected to increased scrutiny from these audit programs. If a government auditor ascribes a high billing error rate to one or more of our locations, it would result in protracted pre-payment claims review, payment delays, refundsrefunds, and other payments to the government and/or our need to request more documentation from providers than has historically been required. It may also result in additional audit activity in other company locations or Durable Medical Equipment Medicare Administrative Contractors jurisdiction. We cannot currently predict the adverse impact that these audits, methodologiesmethodologies, and interpretations might have on our business, financial conditioncondition, or results of operations, but such impact could be material.
Government and other third-party payors are increasingly attempting to contain health care costs by limiting both coverage and the level of reimbursement for medical products and services. Reimbursement levels may be decreaseddecrease in the future. Additionally, future legislation, regulation, or reimbursement policies of third-party payors may otherwise adversely affect our ability to operate our rental business in a profitable manner and affect the demand for and price levels of our products.
In addition, due to budgetary shortfalls, many states are considering, or have enacted, cuts to their Medicaid programs. In addition, many private payors reimburse at a percentage of the Medicare rates. Medicare, MedicaidMedicaid, and private payor reimbursement rate cuts have included, or may include elimination or reduction of coverage for our products, amounts eligible for payment under co-insurance arrangements, or payment rates for covered items. Continued state budgetary pressures could lead to further reductions in funding for the reimbursement for our products which, in turn, would adversely affect our business, financial condition and results of operations.
Rates in non-former CBAs that are not defined as rural are set based on the rates in former CBAs. See the table below for average Medicare rates in these non-former CBAs, non-rural areas, using a simple average of rates in each state. These rates are typically updated annually each January as they are subject to the CPI and sequestration adjustments but are also subject to adjustments during the year due to legislative rulings. Effective April 1, 2021, rates were adjusted to remove a percentage reduction that was put in place to meet the budget neutrality requirement previously mandated by section 1834(a)(9)(D)(ii) of the Social Security Act. Note that the 2021 rates listed below include CARES Act increased rates due to the COVID-19 PHE. In December 2022, Congress' Consolidated Appropriations Act extended the higher 75/25 blended rates in non-CBAs until December 31, 2023. As of January 1, 2024, the rates in former non-CBAs were reduced to the former CBA rates listed in the table above. Rates in rural areas continue to be based upon a 50/50 blended rates, consistent with CMS'CMS’s December 2021 final rule described above.
The home medical equipment market is highly competitive, and our products face significant competition from other well-established manufacturers. Numerous initiatives and reforms instituted by legislators, regulators and third-party payors to reduce home medical equipment costs have caused pricing pressures which have resulted in a consolidation trend in the home medical equipment industry as well as among our customers, including home healthcare providers. In the past, some of our competitors, which may include distributors, have been lowering the purchase prices of their products in an effort to attract customers. This in turn has resulted in greater pricing pressures, including pressure to offer customers more competitive pricing terms, exclusion of products from or unfavorable position on provider formularies and the exclusion of certain suppliers from important market segments as group purchasing organizations, independent delivery networks and large single accounts continue to consolidate purchasing decisions for some of our customers. With this consolidation, competition to provide goods and services to industry participants may become more intense. These industry participants may try to use their market power to negotiate price concessionconcessions for our products. These factors could force us to reduce our prices or could result in a loss of customers.
In the United States, the legislative landscape, particularly as it relates to healthcare regulation and reimbursement coverage, continues to evolve. In March 2010, the Patient Protection and Affordable Care Act was passed, which has substantially changed healthcare financing by both governmental and private insurers, and significantly impacts the U.S. medical device industry.
In addition, other legislative changes have been proposed and adopted in the United States since the Patient Protection and Affordable Care Act was enacted. On August 2, 2011, the Budget Control Act of 2011 created, among other things, measures for spending reductions by Congress. A Joint Select Committee on Deficit Reduction, tasked with recommending a targeted deficit reduction of at least $1.2 trillion for the years 2013 through 2021, was unable to reach required goals, thereby triggering the legislation’s automatic sequestration reduction to several government programs. This includes aggregate reductions of Medicare reimbursements to providers up to 2% per fiscal year, which went into effect on April 1, 2013, and will remain in effect through 2030 unless additional Congressional action is taken. For example, a provision in the CARES Act and subsequent federal laws had paused the 2% Medicare sequestration reduction for claims dated from May 1, 2020 through March 31, 2022. Starting April 1, 2022, and through June 30, 2022, there was a 1% sequestration reduction, and the full 2% sequestration reduction resumed on July 1, 2022. We expect that additional state and federal healthcare policy measures will be adopted in the future, any of which could limit the amounts that federal and state governments will pay for healthcare products and services, which could result in reduced demand for our products or additional pricing pressures.
In addition to the legislative changes discussed above, the Patient Protection and Affordable Care Act requires healthcare providers to voluntarily report and return an identified overpayment within 60 days after identifying the overpayment. Failure to repay the overpayment within 60 days will result in the claim being considered a “false claim” and the healthcare provider will be subject to False Claims Act liability.
State legislative bodies may also haveenact laws that affect the rightrequirements applicable to enact legislation that would impact requirements of home medical equipment providers, including oxygen therapy providers. We regularly monitor developments in state requirementslaws and regulations applicable to our business and assess their potential impact on our operations, productsproducts, and access to patients. SomeCertain states have already enacted legislation that regulateregulating in-state facilities. To the extent suchadditional legislation is enacted,adopted, it could resultincrease in increasedour administrative costs or otherwiserestrict excludeour usability fromto doing businessoperate in a particular state,states, which wouldcould adversely impactaffect our business, financial conditioncondition, and results of operations.
A portion of our rental revenue is derived from private payors. Based on our patient population, we estimate that approximately 51.8%58.2% of our potential customers have non-Medicare insurance coverage (including Medicare Advantage plans). Failing to maintain and obtain private payor contracts from private insurance companies and employers and secure in-network provider status could have a material adverse effect on our financial condition and results of operations. In addition, private payors are under pressure to increase profitability and reduce costs. In response, certain private payors are limiting coverage or reducing reimbursement rates for the products we provide. We believe that private payor reimbursement levels will generally be reset in accordance with the Medicare reimbursement amounts determined by competitive bidding. We cannot predict the extent to which reimbursement for our products will be affected by initiatives to reduce costs for private payors. Failure to maintain or obtain new private payor contracts or the unavailability of third-party coverage or inadequacy of reimbursement for our products would adversely affect our business, financial conditioncondition, and results of operations.
We assemble our oxygen concentrator products at our facility in Plano, Texas and through our contract manufacturer in the Czech Republic.Republic, and our Simeox product at our facility in Montpelier, France. No other manufacturing facilities are currently available to us, particularly facilities of the size and scope of our Texas facility. Our facilities and the equipment we use to manufacture our products would be costly to replace and could require substantial lead time to procure, repairrepair, or replace. Our facilities are in areas that have and may in the future be harmed or rendered inoperable by natural or man-made disasters, including, but not limited to, pandemic and related facility shutdowns, fire, flood, earthquakesearthquakes, and power outages, which may render it difficult or impossible for us to manufacture our products for some period of time.
These and other risks could impair our ability to fulfill orders, harm our salessales, and impact our reputation with customers. If our contract manufacturer is unable or unwilling to manufacture our products or components of our products, or if our contract manufacturer discontinues operations, we may be required to identify and qualify alternative manufacturers, which could cause us to be unable to meet our supply requirements to our customers and result in the breach of our customer agreements. The process of qualifying a new contract manufacturer and commencing volume production is expensive and time-consuming, and if we are required to change or qualify a new contract manufacturer, we would likely lose sales revenue and damage our existing customer relationships.
We sell our products to certain HME providers, distributors, private label collaboratorcollaborator, and resellers on unsecured credit, with terms that vary depending upon the customer’s credit history, solvency, cash flow, credit limitslimits, and sales history, as well as prevailing terms with similarly situated customers and whether sufficient credit insurance can be obtained. In particular, oneno customer represented more than 10% of our net accounts receivable balance as of December 31, 2025. One customer represented more than 10% of our net accounts receivable balance with a net accountsaccount receivable balance of $3.3 million as of December 31, 2024. One customer represented more than 10% of our financing receivable balance with a balance of $6.5 million as of December 31, 2024. Two customers each represented more than 10% of our net accounts receivable balance with net accounts receivable balances of $8.6 million and $5.0 million, respectively, as of December 31, 2023. Challenging economic conditions may impair the ability of our customers to pay for products they have purchased, and as a result, our reserve for doubtfulcredit accountslosses could increase and, even if increased, may turn out to be insufficient. Moreover, even in cases where we have insolvency risk insurance to protect against a customer’s bankruptcy, insolvency or liquidation, this insurance typically contains a significant deductible and co-payment obligation and does not cover all instances of non-payment. Our exposure to credit risks of our business collaborators may increase if our business collaborators and their end customers are adversely affected by potential worsening global economic conditions or disruptions to, and volatility in, the credit and financial markets in the United States and worldwide. One or more of these business collaborators could delay payments or default on credit extended to them, either of which could adversely affect our business, financial conditioncondition, and results of operations.
obtaining and maintaining regulatory clearances, approvalsapprovals, and certifications;
any other government actions, by the United States, ChinaChina, or other countries, that impose tariffs, barriers or restrictions that would impact our ability to sell or ship products to customers; and difficulties protecting or procuring intellectual property rights.
For example, for the year ended December 31, 2024,2025, we experienced a net foreign currency gain of $1.3 million, and for the years ended December 31, 2024 and 2023, we experienced a net foreign currency loss of $0.2 million,million and for the years ended December 31, 2023 and 2022, we experienced a net foreign currency gain of $0.2 million and a loss of $0.8 million, respectively. Fluctuations in currency exchange rates could have an adverse impact on our financial results in the future. While we have a hedging program for Euros that attempts to manage currency exchange rate risks to an acceptable level based on management's judgment of the appropriate trade-off between risk, opportunity, and cost, this hedging program does not completely eliminate the effects of currency exchange rate fluctuations. In addition, currency hedging may result in a reduction or increase in revenue should the currency strengthen or decline during the contract period. A discussion of the hedging program is contained in Item 7A. Quantitative and Qualitative Disclosures about Market Risk in this Annual Report on Form 10-K for the year ended December 31, 2024.2025. Additional information on our hedging arrangements is also contained in Note 2 – Fair value measurements in the notes to our consolidated financial statements in this Annual Report on Form 10-K.
Failure to comply with anti-bribery, and anti-corruption, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, and similar laws associated with our activities outside of the United States and anti-money-laundering laws could subject us to penalties and other adverse consequences.
We are subject to the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the USA PATRIOT Act, the United Kingdom Bribery Act of 2010 and possibly other anti-corruption, anti-briberyanti-bribery, and anti-money laundering laws in the more than sixty-five70 countries around the world where we have conducted activities and have sold our products. While we maintain policies and procedures designed to promote compliance with these laws, we cannot assure that such controls will prevent or detect improper conduct by our employees or by third parties acting on our behalf. We face significant risks and liability if we fail to comply with the FCPA and other anti-corruption and anti-bribery laws that prohibit companies and their employees, agents, representatives, business partners, and third-party intermediaries, such as distributors or resellers, from authorizing, offering or providing, directly or indirectly, improper payments or benefits to recipients in the public or private sector.
We leverage various third parties to sell our products and conduct our business abroad. We, our employees, agents, representatives, business partners, and third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities (such as in the context of obtaining government approvals, registrations, or licenses) and may be held liable for the corrupt or other illegal activities of these employees, agents, representatives, business partnerspartners, and third-party intermediaries, even if we do not explicitly authorize such activities. In many foreign countries, particularly in countries with developing economies, it may be a local custom that businesses engage in practices that are prohibited by the FCPA or other applicable laws and regulations. We cannot assure you that all of our employees, agents, representatives, business partnerspartners, or third-party intermediaries will not take actions in violation of our policies and applicable law, for which we have to defend ourselves and may be ultimately held responsible.
These laws also require that we keep accurate books and records and maintain internal controls and compliance procedures designed to prevent any such actions. While we have policies and procedures to address compliance with such laws, and while we provide training to all employees, including management, to ensure compliance with the FCPA and other applicable anti-bribery and anti-corruption laws, we cannot assure you that none of our employees, agents, representatives, business partnerspartners, or third-party intermediaries will take actions in violation of our policies and applicable law, for which we may be ultimately held responsible.
Any violation of the FCPA, other applicable anti-bribery, anti-corruption laws, and anti-money laundering laws could result in whistleblower complaints, adverse media coverage, investigations, loss of export privileges, severe criminal or civil sanctions, settlements, prosecutions, enforcement action, fines, damages, loss of export privileges and suspension or debarment from government contracts, which could have a material and adverse effect on our reputation, business, operating resultsresults, and prospects. In addition, responding to any allegation, enforcement action or related investigation may result in a materially significant diversion of management’s attention and resources and significant defense costs and other professional fees.
We currently derive the majority of our revenue from rentals or sales generated from our own direct sales force. Failure to maintain or expand our direct sales force could adversely affect our financial condition and results of operations. Additionally, we use international distributors to augment our sales efforts, certain of which are exclusive distributors in certain foreign countries. We cannot assure you that we will be able to successfully retain or develop our relationships with third-party distributors internationally. In addition, we are subject to United States and European Union export control and economic sanctions laws relating to the sale of our products, the violation of which could result in substantial penalties being imposed against us. If we fail to comply with export control laws or successfully develop our relationship with international distributors, our sales could fail to grow or could decline, and our ability to grow our business could be adversely affected. Distributors that are in the business of selling other medical products may not devote a sufficient level of resources and support required to generate awareness of our products and grow or maintain product sales. If our distributors are unwilling or unable to market and sell our products, or if they do not perform to our expectations, we could experience delayed or reduced market acceptance and sales of our products resulting in adverse results of operations.
As manufacturers of medical devices, we may be subject to substantial warranty or product liability claims or other litigation in the ordinary course of business that may require us to make significant expenditures to defend these claims or pay damage awards. For example, our POCs contain lithium ionlithium-ion batteries, which, under certain circumstances, can be a fire hazard. We, as well as our key suppliers, maintain product liability insurance, but this insurance is limited in amount and subject to significant deductibles. There is no guarantee that insurance will be available or adequate to protect against all claims. Our insurance policies are subject to annual renewal, and we may not be able to obtain liability or product insurance in the future on acceptable terms or at all. In addition, our insurance premiums could be subject to increases in the future, which may be material. If the coverage limits are inadequate to cover our liabilities or our insurance costs continue to increase as a result of warranty or product liability claims or other litigation, then our business, financial conditioncondition, and results of operations may be adversely affected.
We may also be subject to other types of claims arising from our normal business activities. These may include claims, lawsuits, and proceedings involving labor and employment, wage and hour, commercial, alleged securities laws violations or other investor claims, patent defensedefense, and other matters. The outcome of any litigation, regardless of its merits, is inherently uncertain. Any claims and lawsuits, and the disposition of such claims and lawsuits, could be time-consuming and expensive to resolve, divert management attention and resources, and lead to attempts on the part of other parties to pursue similar claims. Any adverse determination related to litigation could require us to change our technology or our business practices, pay monetary damagesdamages, or enter into royalty or licensing arrangements, which could adversely affect our business, financial condition and results of operations.
Management's Discussion & Analysis (MD&A)
New heading “Comparison of years ended December 31, 2025 and 2024”
New heading “Income tax benefit”
Removed heading “Income tax expense (benefit)”
Removed heading “Comparison of years ended December 31, 2023 and 2022”
Removed heading “Contingent consideration”
Largest changes
“We continue to monitor the tariffs announced by the U.S. government, as well as the potential for additional or modified tariffs, and the imposition of tariffs or export controls by other countries. We do not currently expect a material impact to our business from the tariffs in the forms in which they are currently proposed.”see in full comparison
“Net loss decreased $66.6 million for the year ended December 31, 2024 from the year ended December 31, 2023, or a decrease of 65.0%. The decrease in net loss was primarily related to lower goodwill impairment, material cost reductions and higher sales revenue.”see in full comparison
“There were no impairment charges for the year ended December 31, 2024. Impairment charges for the year ended December 31, 2023 resulted from a drop in our public stock price, which resulted in impairment charges to goodwill.”see in full comparison
“Net cash used in operating activities for the year ended December 31, 2023 consisted primarily of our net loss of $102.4 million, partially offset by non-cash adjustment items such as impairment charges of $32.9 million, depreciation of equipment and leasehold improvements and amortization of intangibles of $18.2 million, provision for sales returns and credit losses of $10.7 million, stock-based compensation expense of $7.4 million, change in fair value of earnout liability of $6.8 million, net loss on disposal of rental assets and other assets of $4.5 million, provision for inventory …”see in full comparison
Full comparison: every changed paragraph (73)
Goodwill is tested for impairment on an annual basis as of October 1. Interim testing of goodwill for impairment is also required whenever an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit or asset below its carrying amount. As a result of a decrease in our public stock price that caused our market capitalization to fall below its carrying amount (stockholders' equity) during July 2023 and was noted by management to be more than temporary as the quarter progressed, a quantitative analysis was required to be performed during the quarter ended September 30, 2023. We used a discounted cash flow analysis based on Level 3 inputs and determined that the goodwill carrying amount exceeded its fair value and, as such, an impairment charge of $32.9 million was incurred in the quarter ended September 30, 2023. Total accumulated impairment losses were $32.9 million as of December 31, 20232024 and 2024. As a result of the Tidal Assist® Ventilator technology intangible asset disposal in 2022, a quantitative analysis was required to be performed as of December 31, 2022 and concluded that there was no impairment.2025.
We continue to monitor the tariffs announced by the U.S. government, as well as the potential for additional or modified tariffs, and the imposition of tariffs or export controls by other countries. We do not currently expect a material impact to our business from the tariffs in the forms in which they are currently proposed.
We are a medical technology company that primarily develops, manufactures, and markets innovative respiratory market products, including our portable and stationary oxygen therapy solutions for patients with chronic respiratory conditions as well as our Simeox product for airway clearance treatment.treatment and Aurora masks for CPAP therapy. Our leading portfolio of innovative POCs is designed to deliver high output ratio-to-weight, meaningful sound suppression and has among the longest run times in the industry so that we can meet the needs of patients across a variety of disease states. We are positioned in the market as both a medical technology company and as a home medical equipment provider that is accredited in all 50 states in the United States with a significant patient, prescriber and provider reach. Our products are sold in the United States through direct patient and prescriber sales, as well as resellers and home medical equipment companies, and internationally through distributors and medical equipment companies.
We derive the majority of our revenue from the sale and rental of our Inogenportable Oneoxygen and Roveconcentrator systems and related accessories to patients, insurance carriers, home healthcare providers, resellers, and distributors, including our private label collaborator. We sell multiple configurations of our Inogen One®, RoveRove, and Inogen At HomeHome, systemsand Voxi® 5 oxygen concentrator systems, as well as our Simeox airway clearance system and Aurora CPAP masks, with various batteries, accessories, warranties, power cords, and language settings. Our goal is to design, build, and market oxygenrespiratory therapy solutions that redefine how long-termhome oxygenrespiratory therapycare is delivered.
Expand our domestic HMEhome providermedical andequipment, reselleror HME, network. We remain focused on our domestic business-to-business partnerships, including relationships with distributors, key accounts, resellers, our private label collaborator, and traditional HME providers. We offer patient-preferred, low total cost of ownership products to help providers convert their businesses to a non-delivery POC business model.model, Theand U.S.to marketdrive representsoverall avalue mainthrough opportunityquality for growth as we believe that the POC adoption is still in a low penetration rate.products.
Increase international business-to-business adoption. We continue to believe there is a sizable international market opportunity, particularly in Europe where there is existing oxygen reimbursement for respiratory conditions. In order to take advantage of these international markets, we have partnered with distributors and national and international HMEs who serve key customers and patients in those markets. We additionally have an Inogen base of operations for sales and customer service in the Netherlands along with sales representatives based in focusfocused European countries, and use a contract manufacturer, Foxconn, located in the Czech Republic to support the majority of our European sales volumes. We are also focused on expanding in the Asia-Pacific region and Latin America wherefor which we have added sales representatives to setcontinue upour new distributorsexpansion in those promising markets.
Improve our domestic direct-to-consumer sales and prescriber sales teams and increase productivity. We are continuing to focus on the patient first initiative, which involves cross-training of sales representatives to execute cash sales and insurance rental.rental transactions. Additionally, we expect to continue to focus on increased productivity driven by improved sales management discipline, insights-informed tools, and optimized patient lead generation with aan downsizedoptimized direct-to-consumer sales team.
Optimize our rental revenues. We continue to evolve our operating model to focus the enhanced sales teams to drive increased rental revenue by establishing relationships with the prescriberprescribers through a targeted and consistent cadence of contact. We continue to evaluate our hospital pilot program, which targets hospitals and practitioners to access patients earlier in their care pathway.
Invest in our respiratory product offerings to develop innovative products and expand clinical evidence. We incurred $19.4 million, $21.6 million,million and $20.8 million and $21.9 million in 2024,2025, 20232024 and 2022,2023, respectively, in research and development expenses, and we intend to continue to make similar investments in the foreseeable future.
We launched the Inogen® Rove 4™, our latest portable oxygen concentrator, in the U.S. and EU markets in October 2024, as well as in the UK in December 2024. The Inogen Rove 4 weighs 2.9 pounds and produces 840 ml per minute of oxygen output with quiet operations at 39 dBA and long battery life at 3 hours for a single battery, 4 hours and 15 minutes on our new intermediate battery, and up to 5 hours and 45 minutes for a double battery, as well as improvements to provide ease-of-use and improvements to design in compliance with MDR standards. The Inogen Rove 4 is our first POC to launch with three battery options.
The Inogen Rove 4 has an 8-year expected service life. The 8-year expected service life also extends to the Inogen One G5® and Inogen® Rove 6™ portable oxygen concentrators. We launched the Inogen One G5 in 2019. The Inogen One G5 is similar to the product specifications of the Inogen Rove 6. We estimate that the Inogen Rove 6 and Inogen One G5 are each suitable for over 90% of ambulatory long-term oxygen therapy patients based on our analysis of the patients who have contacted us and their clinical needs.
Inogen Connect, our connectivity platform is available on our Inogen Rove 4, Inogen One G4®, Inogen One G5, and Inogen Rove 6 products in the United States and Canada, is compatible with Apple and Android platforms and includes patient features such as purity status, battery life, product support functions, notification alerts, and remote software updates.
Expand our product offerings and indications for use. We are focused on expandingcontinuing newto productsbuild a clinically meaningful pipeline that drivebrings benefitsclear value to patients, prescribersprescribers, and ourcustomers. customersThis with a clinically relevant pipeline. These products would includeincludes innovations that strengthendeepen our offeringsstrength in COPD,COPD and broader respiratory care, as well as future innovationssolutions that differentiatemove beyond devicestraditional devices. Our goal is to allowenable patients and clinicians to better manage respiratory disease withthrough advanced portable oxygen concentrators and other respiratory devices integrated with digital health value added services, expansion of use to hypercapnia, shortness-of-breath, and to other related disease indications.services.
Our Simeox product is a technology-enabled airway clearance and mucus management device predominantly aimed at serving patients requiring airway clearance, such as those with bronchiectasis which is– a condition thatcharacterized presents as the lung’s bronchi areby damaged and widened bronchi that can occur in patients with cystic fibrosisfibrosis, COPD, or COPD.other respiratory conditions. Simeox is used in pulmonary rehabilitation centers as well as at home. Simeox has been cleared under CE mark in the EUEuropean Union and through a 510(k) in the U.S. Simeox is currently being sold in Europe and several other markets. In addition,2025, we obtainedinitiated 510(k)efforts clearanceto obtain market feedback, as well as to initialize the work towards reimbursement coverage for Simeox in Decemberthe 2024U.S. andWe planintend to leverage our commercial infrastructure and capabilities to market the device in the United States, while continuing to market it in the other geographies. We intend to commercialize Simeox through the purchasesale or rental of the product initially, followed by recurring sales of device disposables. We will begin efforts to obtain reimbursement coverage in the first quarter of 2025 for the Simeox product in the U.S.
Through the Collaboration Agreement with Yuwell that we entered in January 2025, we have broadened our product portfolio. In particular, we have commenced distribution of the Inogen branded Voxi 5 stationary oxygen concentrators and Aurora CPAP masks in the U.S. The Aurora CPAP masks are high-performing masks designed for patients with OSA. A more extensive launch of these products is planned in 2026 as we focus on market development. We are also continuing that collaboration to enhance our innovation pipeline and is working to accelerate the entry of our brand into the Chinese market, where we continue to work through the registration process for our products.
Comparison of years ended December 31, 2025 and 2024
Sales revenue increased $16.5 million, or 5.9%, for the year ended December 31, 2025 from the year ended December 31, 2024. The increase was primarily attributable to higher demand in international sales. We sold approximately 189,400 oxygen systems during the year ended December 31, 2025 compared to approximately 157,500 oxygen systems sold during the year ended December 31, 2024, an increase of 20.3%.
Rental revenue decreased $3.6 million, or 6.3%, for the year ended December 31, 2025 from the year ended December 31, 2024. The decrease in rental revenue was primarily related to a higher mix of lower private-payor reimbursement rates and fewer patients on service.
U.S. sales decreased 3.1% for the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily due to channel mix versus the comparable period in 2024.
International sales increased 18.4% for the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily due to an increase in demand from our partners in Europe and new customers. In the year ended December 31, 2025, sales in Europe as a percentage of total international sales revenue remained unchanged at 85.0% compared to the year ended December 31, 2024.
U.S. rentals decreased 6.3% for the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily related to a higher mix of lower private-payor reimbursement rates and fewer patients on service.
Cost of sales revenue increased $15.2 million, or 10.2%, for the year ended December 31, 2025 from the year ended December 31, 2024 due primarily to an increase in the number of systems sold.
Cost of rental revenue decreased $1.7 million, or 5.4%, for the year ended December 31, 2025 from the year ended December 31, 2024. The decrease in cost of rental revenue was primarily attributable to a decrease in logistics costs and depreciation. Cost of rental revenue included $11.8 million of rental asset depreciation for the year ended December 31, 2025 compared to $12.6 million for the year ended December 31, 2024.
Gross margin on sales revenue decreased to 44.5% for the year ended December 31, 2025 from 46.7% for the year ended December 31, 2024. The decrease was driven by customer mix and higher cost premiums associated with open-market purchases of semiconductor chips used in our POCs, partially offset by lower warranty expense.
Gross margin on rental revenue decreased to 42.7% for the year ended December 31, 2025 from 43.3% for the year ended December 31, 2024, primarily due to a higher mix shift of private-payor reimbursement and lower net revenue per rental patient as a result of a decrease in total patients on service.
Research and development expense decreased $2.2 million, or 10.2%, for the year ended December 31, 2025 from the year ended December 31, 2024. This decrease was due primarily to a $2.2 million decrease in consulting expense.
Sales and marketing expense decreased $5.4 million, or 5.2%, for the year ended December 31, 2025 from the year ended December 31, 2024. This decrease was primarily due to decreases of $3.0 million in media and advertising costs, $1.2 million in consulting fees, $0.8 million in credit card and financing fees, and $0.7 million in dues, fees and licenses. In the year ended December 31, 2025, we spent $29.1 million in media and advertising costs versus $32.2 million in 2024.
General and administrative expense decreased $5.2 million, or 7.2%, for the year ended December 31, 2025, from the year ended December 31, 2024, primarily due to decreases of $3.0 million in the change in fair value of the earnout liability, $2.0 million in bad debt expense, and $0.8 million in acquisition-related expenses, respectively. These decreases were partially offset by an increase of $1.8 million in legal settlement costs.
Total other income, net increased $0.8 million, or 13.0%, for the year ended December 31, 2025 from the year ended December 31, 2024 primarily due to net foreign currency gains.
Income tax benefit
Income tax benefit increased less than $0.1 million, or 7.5%, for the year ended December 31, 2025 from the year ended December 31, 2024. We continued to record a valuation allowance on the use of deferred tax assets in the current and prior periods. The decrease was attributable to lower foreign and state taxes.
Our effective tax rate for the year ended December 31, 2025 increased compared to the year ended December 31, 2024, primarily due to a lower net loss and foreign and state taxes.
On July 4, 2025, the One Big Beautiful Bill Act, or OBBBA, was enacted into law. The OBBBA provides for significant U.S. tax law changes and modifications. The impacts of the new legislation did not have a material impact on our consolidated financial statements as of and for the year ended December 31, 2025.
Net loss decreased $13.1 million, or 36.6%, for the year ended December 31, 2025 from the year ended December 31, 2024. The decrease in net loss was primarily related to an increase in sales revenue and lower operating expense.
Sales revenue increased $27.1 million for the year ended December 31, 2024 from the year ended December 31, 2023, an increase of 10.8% from the prior year. The increase was primarily attributable to higher international and domestic business-to-business sales. We sold approximately 157,500 oxygen systems during the year ended December 31, 2024 compared to approximately 130,500 oxygen systems sold during the year ended December 31, 2023, an increase of 20.7%.
Rental revenue decreased $7.1 million for the year ended December 31, 2024 from the year ended December 31, 2023, or a decrease of 11.1% from the prior year. The decrease in rental revenue was primarily related to a higher mix of lower private-payor reimbursement rates.
Domestic business-to-business sales increased 26.2% for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily due to the result of increased demand from new customers and resellers.
International business-to-business sales increased 31.1% for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily due to an increase in demand from our partners in Europe and new customers. In the year ended December 31, 2024, sales in Europe as a percentage of total international sales revenue slightly decreased to 85.0% versus 85.3% in 2023.
Domestic direct-to-consumer sales decreased 18.8% for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily driven by lower volume due to lower sales representative headcount, partially offset by increased average selling prices versus the prior year.
Domestic direct-to-consumer rentals decreased 11.1% for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily related to a higher mix of lower private-payor reimbursement rates.
Cost of sales revenue decreased $10.0 million for the year ended December 31, 2024 from the year ended December 31, 2023, a decrease of 6.3%, due primarily to lower premiums paid for raw material components, partially offset by an increase in the numbers of systems sold. The year ended December 31, 2024 included $0.2 million of material cost premiums associated with open-market purchases of semiconductor chips used in our batteries and POCs compared to $14.2 million in the year ended December 31, 2023.
Cost of rental revenue increased $2.0 million for the year ended December 31, 2024 from the year ended December 31, 2023, an increase of 6.5%. The increase in cost of rental revenue was primarily attributable to an increase in service costs. Cost of rental revenue included $12.6 million of rental asset depreciation for the year ended December 31, 2024 compared to $12.9 million for the year ended December 31, 2023.
Gross margin on sales revenue increased to 46.7% for the year ended December 31, 2024 from 37.0% for the year ended December 31, 2023. The increase was primarily due to lower material cost premiums associated with open-market purchases of semiconductor chips used in our POCs and operational efficiencies, partially offset by a change in sales mix towards increased business-to-business sales. Total worldwide business-to-business sales revenue accounted for 72.0% of total sales revenue in the year ended December 31, 2024 versus 61.8% in the year ended December 31, 2023.
Gross margin on rental revenue decreased to 43.3% for the year ended December 31, 2024 from 52.7% for the year ended December 31, 2023, primarily due to a higher mix shift of private-payor reimbursement, lower net revenue per rental patient as a result of a decrease in the percentage of patients billed compared to total patients on service, and higher service costs.
Research and development expense increased $0.8 million for the year ended December 31, 2024 from the year ended December 31, 2023, representing an increase of 3.7%. This was due primarily to a $2.3 million increase in amortization costs of intangible assets related to the Physio-Assist acquisition, partially offset by a $1.6 million decrease in product development costs.
Sales and marketing expense decreased $4.0 million for the year ended December 31, 2024 from the year ended December 31, 2023, a decrease of 3.8%. This was primarily due to decreases of $8.5 million in consulting fees, $1.9 million in dues, fees and licenses, and $1.6 million in credit card and financing fees, partially offset by an increase of $5.1 million in media and advertising costs, $1.5 million in personnel-related expenses, and $0.9 million in travel costs. In the year ended December 31, 2024, we spent $32.2 million in media and advertising costs versus $27.1 million in 2023.
General and administrative expense decreased $2.7 million for the year ended December 31, 2024, from the year ended December 31, 2023, a decrease of 3.6%, primarily due to decreases of $3.8 million in the change in fair value of the earnout liability, $3.4 million in restructuring-related costs, $2.5 million in chief executive officer transition costs and $1.6 million in acquisition-related expenses. These decreases were partially offset by increases of $6.9 million in personnel-related expenses and $1.1 million in dues, fees and licenses.
There were no impairment charges for the year ended December 31, 2024. Impairment charges for the year ended December 31, 2023 resulted from a drop in our public stock price, which resulted in impairment charges to goodwill.
Total other income, net decreased $1.0 million for the year ended December 31, 2024 from the year ended December 31, 2023, a decrease of 14.2%. The decrease was primarily attributable to a decrease of $1.4 million in interest income due to the lower interest rate environment.
Income tax expense (benefit)
Income tax expense (benefit) decreased $0.7 million for the year ended December 31, 2024 from the year ended December 31, 2023. We continued to record a valuation allowance on the use of deferred tax assets in the current and prior periods. The decrease was attributable to foreign taxes.
Our effective tax rate for the year ended December 31, 2024 increased compared to the year ended December 31, 2023, primarily due to foreign taxes.
Net loss decreased $66.6 million for the year ended December 31, 2024 from the year ended December 31, 2023, or a decrease of 65.0%. The decrease in net loss was primarily related to lower goodwill impairment, material cost reductions and higher sales revenue.
Comparison of years ended December 31, 2023 and 2022
A discussion of changes in our results of operations during the year ended December 31, 20232024 compared to the year ended December 31, 20222023 has been omitted from this Annual Report on Form 10-K but may be found in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023,2024, filed with the SEC on MarchFebruary 1,28, 2024,2025, which discussion is incorporated herein by reference and which is available free of charge on the SECsSEC’s website at www.sec.gov.
As of December 31, 2024,2025, we had cash and cash equivalents of $113.8$103.7 million, which consisted of highly liquid investments with a maturity of three months or less. For the year ended December 31, 2025, we received $27.2 million from Yuwell and $1.0 million in proceeds related to our 2014 Employee Stock Purchase Plan, or ESPP, partially offset by the payment of the earnout liability of $13.0 million and $2.4 million in legal and settlement expenses. For the years ended December 31, 2024, 20232024 and 2022,2023, we received $0.8 million, $1.5 million and $1.7$1.5 million, respectively, in proceeds related to our ESPP and stock option exercises and our employee stock purchase plan.exercises.
Our principal use of our funds for liquidity and capital resources in the year ended December 31, 20242025 consisted of cash used in investing activities of $17.1$29.8 million for additionalthe purchase of marketable securities, $10.4 million in the production and purchase of rental equipment,assets and other property, plantproperty and equipment and intangible assets, partially offset by cash providedused byin operating activities of $5.9$11.2 million and $2.8 million for net maturities of marketable securities.million.
We believe that our current cash, cash equivalentsequivalents, and marketable securities and the cash to be generated from expected product sales and rentals will be sufficient to meet our projected operating and investing requirements for at least the next 12 months. However, our liquidity assumptions may prove to be incorrect, and we could utilize our available financial resources sooner than we currently expect. Our future funding requirements will depend on many factors, including market acceptance of our products; the cost of our research and development activities; payments from customers; the cost, timing, and outcome of litigation or disputes involving intellectual property rights, our products, employee relations, cyber security incidents, or otherwise; the cost and timing of acquisitions and integration thereof; the cost and timing of regulatory clearances or approvals; the cost and timing of establishing additional sales, marketing, and distribution capabilities; and the effect of competing technological and market developments. In the future, we may acquire businesses or technologies from third parties, and we may decide to raise additional capital through debt or equity financing to the extent we believe this is necessary to successfully complete these acquisitions. Our future capital requirements will also depend on many additional factors, including those set forth in the section of this Annual Report on Form 10-K entitled “Risk Factors.”
If we require additional funds in the future, we may not be able to obtain such funds on acceptable terms, or at all. In the future, we may also attempt to raise additional capital through the sale of equity securities or through equity-linked or debt financing arrangements. If we raise additional funds by issuing equity or equity-linked securities, the ownership of our existing stockholders will be diluted. If we raise additional financing by the incurrence of indebtedness, we will be subject to increased fixed payment obligations and could also be subject to restrictive covenants, such as limitations on our ability to incur additional debt, and other operating restrictions that could adversely impact our ability to conduct our business. Any future indebtedness we incur may result in terms that could be unfavorable to equity investors. There can be no assurances that we will be able to raise additional capital, which would adversely affect our ability to achieve our business objectives. In addition, if our operating performance during the next twelve12 months is below our expectations, our liquidity and ability to operate our business could be adversely affected.
Net cash provided by operating activities for the year ended December 31, 2024 consisted primarily of non-cash adjustment items such as depreciation of equipment and leasehold improvements and amortization of intangibles of $21.0 million, provision for sales returns and doubtful accounts of $10.9 million, stock-based compensation expense of $7.4 million, net loss on disposal of rental assets and other assets of $4.5 million, and change in fair value of earnout liability of $3.0 million. These adjustment items were partially offset by our net loss of $35.9 million, and an increase in deferred tax assets of $1.2 million. The net changes in operating assets and liabilities resulted in a net use of cash of $4.4 million.
What changed in the latest 10-Q
Risk Factors
The significant factors known to us that could materially adversely affect our business, financial condition, or operating results are described in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 27, 2026, and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, as filed with the SEC on May 8, 2026. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report on Form 10-Q, there have been no material changes from the risk factors previously disclosed in our 2025 Annual Report on Form 10-K filed with the SEC on February 27, 2026 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 filed with the SEC on May 8, 2026, which are incorporated by reference herein.
Removed heading “We cannot guarantee that our share repurchase program will enhance stockholder value, and share repurchases could affect the price of our common stock.”
Largest changes
“We cannot guarantee that our share repurchase program will enhance stockholder value, and share repurchases could affect the price of our common stock.”see in full comparison
“On February 20, 2026, our Board of Directors authorized a share repurchase program under which we may repurchase up to $30.0 million of our outstanding common stock. The share repurchase program expires on December 31, 2027, or when the maximum authorized amount has been utilized, whichever occurs first. The Board of Directors’ authorization of this program does not obligate us to repurchase any specific dollar amount or number of shares, and the timing and amount of any repurchases will depend on market conditions, share price, and other factors. …”see in full comparison
The significant factors known to us that could materially adversely affect our business, financial condition, or operating results are described in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 27, 2026,see in full comparisonasandwellour Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, as filed with theadditionalSECfactoronnotedMaybelow.8, 2026. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report on Form 10-Q, there have been no material changes from the risk factors previously disclosed in our 2025 Annual Report on Form 10-K filed with the SEC on February 27, 2026 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 filed with the SEC on May 8, 2026, which are incorporated by referenceherein, except for the risk factor set forth below.herein.
Full comparison: every changed paragraph (3)
The significant factors known to us that could materially adversely affect our business, financial condition, or operating results are described in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 27, 2026, asand wellour Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, as filed with the additionalSEC factoron notedMay below.8, 2026. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report on Form 10-Q, there have been no material changes from the risk factors previously disclosed in our 2025 Annual Report on Form 10-K filed with the SEC on February 27, 2026 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 filed with the SEC on May 8, 2026, which are incorporated by reference herein, except for the risk factor set forth below.herein.
We cannot guarantee that our share repurchase program will enhance stockholder value, and share repurchases could affect the price of our common stock.
On February 20, 2026, our Board of Directors authorized a share repurchase program under which we may repurchase up to $30.0 million of our outstanding common stock. The share repurchase program expires on December 31, 2027, or when the maximum authorized amount has been utilized, whichever occurs first. The Board of Directors’ authorization of this program does not obligate us to repurchase any specific dollar amount or number of shares, and the timing and amount of any repurchases will depend on market conditions, share price, and other factors. Our utilization of the share repurchase program could affect the market price of our common stock, increase stock price volatility, reduce the liquidity of our common stock, and reduce our cash reserves. The use of cash for share repurchases may limit our ability to pursue other strategic opportunities, including investments in our business, acquisitions, or other capital allocation alternatives. In addition, there can be no assurance that any repurchases made under our share repurchase program will enhance stockholder value. As of March 31, 2026, the Company had approximately $28.1 million remaining under the program.
Management's Discussion & Analysis (MD&A)
New heading “Comparison of six months ended June 30, 2026 and 2025”
New heading “Cost of revenue and gross profit”
Removed heading “Research and development expense”
Removed heading “Sales and marketing expense”
Removed heading “General and administrative expense”
Removed heading “Other income, net”
Removed heading “Income tax benefit”
Largest changes
Full comparison: every changed paragraph (60)
Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. We discuss these risks in greater detail in the sections entitled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q, and our Annual Report on Form 10-K filed with the SEC on February 27, 2026 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 filed with the SEC on May 8, 2026. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this Quarterly Report on Form 10-Q may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.
“AURORA,” “Inogen,” “Inogen One,” “Inogen One G3,” “G4,” “G5,” “Oxygen.Anytime.Anywhere,” “Intelligent Delivery Technology,” “Inogen At Home,” “Inogen Rove,” “Inogen Rove 4,” “Rove,” “Inogen Rove 6” and, the Inogen design,design and “VOXI”, are registered trademarks with the United States Patent and Trademark Office of Inogen, Inc. We own pending applications for the marks “AURORA,” and “VOXI” with the United States Patent and Trademark Office. We own trademark registrations for the mark “Inogen” in Argentina, Australia, Bermuda, Canada, Chile, China, Columbia, Ecuador, Hong Kong, South Korea, Malaysia, Mexico, Europe (European Union Registration), the United Kingdom, Iceland, India, Indonesia, Israel, Japan, Kuwait, New Zealand, Norway, Dominican Republic, Paraguay, Peru, Philippines, Turkey, Singapore, South Africa, Switzerland, the UAE, Uruguay, and Vietnam. We own a pending application for the mark “Inogen” in Thailand. We own a trademark registration for the mark “イノジェン” in Japan. We own trademark registrations for the marks “印诺真” and “艾诺根” in China. We own trademark registrations for the mark “Inogen One” in Australia, Canada, China, South Korea, Mexico, Europe (European Union Registration), and the United Kingdom. We own a trademark registration for the mark “Satellite Conserver” in Canada. We own trademark registrations for the mark “Inogen At Home” in Europe (European Union Registration) and the United Kingdom. We own trademark registrations for the mark “G4” in Europe (European Union Registration) and the United Kingdom. We own trademark registrations for the marks “Inogen Rove 4” and “Inogen Rove 6” in Europe (European Union Registration) and the United Kingdom. We own trademark registrations for the mark “G5” in Europe (European Union Registration) and the United Kingdom. We own pending applications for the marks “Inogen Rove 4” and “Inogen Rove 6” in Canada. We own trademark registrations for the mark “Rove” in Argentina, Australia, China, Colombia, Europe (European Union Registration), India, Indonesia, Mexico, Saudi Arabia, South Korea, and the United Kingdom. We own a pending applicationsapplication for the mark “Rove” in Canada, and South Korea.Canada. We own trademark registrations for the mark “Inogen Rove” in Argentina, Australia, Brazil, China, Colombia, Europe (European Union Registration), India, Indonesia, Mexico, Saudi Arabia, South Korea, and the United Kingdom. We own a pending applicationsapplication for the mark “Inogen Rove” in Canada and South Korea.Canada. We own trademark registrations for the Inogen design in Bolivia and China. We own a trademark registration for the mark “إنوجن” in Saudi Arabia. We own a pending application for the Inogen One G5 design in Brazil. We own a trademark registration for “Inogen Simeox” in China. We own a trademark registration for the mark “VOXI” in Europe (European Union Registration). We own a trademark registration for AURORA in Europe (European Union Registration). Other service marks, trademarks, and trade names referred to in this Quarterly Report on Form 10-Q are the property of their respective owners. “PHYSIOASSIST,” the Physio-Assist logo, “SIMEOX,” and the Pissenlit logo are registered trademarks of Inogen’s wholly-owned subsidiary Physio-Assist. Physio-Assist owns trademark registrations for the mark “PHYSIOASSIST” in Europe (European Union Registration), France, Japan, United Kingdom, and USA. Physio-Assist owns trademark registrations for the Physio-Assist logo in China, Europe (European Union Registration), France, Japan, South Korea, United Kingdom, and USA. Physio-Assist owns trademark registrations for the mark “SIMEOX” in Argentina, Colombia, Europe (European Union Registration), France, Japan, Norway, Russia, Switzerland, United Kingdom, and USA. Physio-Assist owns pending applications for the mark “SIMEOX” in Canada and Mexico. Physio-Assist owns a trademark registration for the Pissenlit logo in France.
There have been no material changes in our critical accounting policies and estimates in the preparation of our consolidated financial statements during the three and six months ended MarchJune 31,30, 2026 compared to those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 27, 2026.
While we have worked to improve our global supply chain, challenges and potential disruptions still exist. We have experienced, and may continue to experience, increases in cost and limited availability of certain raw materials, components, and other inputs necessary to manufacture and distribute our products due to constraints and inflation within the global supply chain, and increases in wage costs and the cost and time to distribute our products. Uncertainty around inflationary pressures, interest rates, global conflicts, monetary policy, and changes in tariffs and tax laws could potentially cause new, or exacerbate existing, economic challenges that we may face, including the impact of foreign currency fluctuations on our results of operations, or result in an economic downturn or recession, which could negatively impact our business operations and results. Existing and future potential geopolitical dynamics may create economic, supply chain, energy, and other challenges, including disruptions to business operations, which has impacted, and may in the future negatively impact our business. In addition, escalating tensions and military conflict involving Iran and the broader Middle East region have increased volatility in global shipping and logistics markets, resulting in higher freight, transportation, fuel, and insurance costs, longer transit times, and potential disruptions to key trade routes. In particular, international conflicts and disputes couldhave created and may continue to create instability, haveincluding increased transportation and freight expenses, may further result in sanctions, tariffs, and other measures that restrict international trade and may negatively affect our business operations and results.
We continue to monitor the tariffs announcedimposed by the U.S. government, as well as the potential for additional or modified tariffs, and the imposition of tariffs or export controls by other countries. We do not currently expect a material impact to our business from the tariffs in the forms in which they are currently proposed.
For additional information on risk factors that could impact our results, please refer to the sections entitled “Risk Factors” in this Quarterly Report on Form 10-Q and10-Q, our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 27, 2026 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 filed with the SEC on May 8, 2026.
Comparison of three months ended MarchJune 31,30, 2026 and 2025
Sales revenue increased $3.9$4.4 million, or 5.7%,5.5%, for the three months ended MarchJune 31,30, 2026 from the three months ended MarchJune 31,30, 2025. The increase was primarily attributable to higher demand in our international geographiesmarkets as well as the favorable impact of foreign exchange ratesrates, partially offset by channel mix within the U.S. We sold approximately 49,00053,300 oxygenportable systemsunits during the three months ended MarchJune 31,30, 2026 compared to approximately 43,00047,600 oxygenportable systemsunits sold during the three months ended MarchJune 31,30, 2025, an increase of 14.0%.12.0%.
Rental revenue decreased $1.1$1.5 million, or 8.0%,11.8%, for the three months ended MarchJune 31,30, 2026 from the three months ended MarchJune 31,30, 2025. The decrease in rental revenue was primarily related to fewer patients on service.
U.S. sales decreased 4.8%2.3% for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025, primarily due to channel mix versus the comparable period in 2025.
International sales increased 17.8%14.8% for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025, primarily due to an increase in demand from our partners in Europe as well as the impact of favorable foreign exchange rates. In the three months ended MarchJune 31,30, 2026, sales in Europe as a percentage of total international sales revenue increaseddecreased to 89.1%84.2% from 85.6%85.3% during the comparable period in 2025.
U.S. rentals decreased 8.0%11.8% for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025, primarily related to fewer patients on service.
Cost of sales revenue increased $2.1$1.5 million, or 5.5%,3.4%, for the three months ended MarchJune 31,30, 2026 from the three months ended MarchJune 31,30, 2025 due primarily to an increase in the number of systems sold.
Cost of rental revenue decreased $0.8$0.6 million, or 9.7%,8.1%, for the three months ended MarchJune 31,30, 2026 from the three months ended MarchJune 31,30, 2025. The decrease in cost of rental revenue was primarily attributable to fewer patients on service.
Gross margin on sales revenue slightly increased to 44.5%46.2% for the three months ended MarchJune 31,30, 2026 from 44.4%45.1% for the three months ended MarchJune 31,30, 2025. The increase was driven by manufacturing cost leverage from higher units sold and lower cost premiums associated with open-market purchases of semiconductor chips used in our portable oxygen concentrators.concentrators and reduced warranty-related costs resulting from product quality improvements.
Gross margin on rental revenue increaseddecreased to 44.4%40.6% for the three months ended MarchJune 31,30, 2026 from 43.3%43.0% for the three months ended MarchJune 31,30, 2025, primarily due to lowerhigher depreciationlogistics costs per rental patient.
Research and development expense
Research and development expense increased $1.1$0.7 million, or 26.4%,12.7%, for the three months ended MarchJune 31,30, 2026 from the three months ended MarchJune 31,30, 2025. This increase was due primarily to product development costs and investments to support growth from new products.
Sales and marketing expense
Sales and marketing expense increaseddecreased $0.8$0.6 million, or 3.6%,2.2%, for the three months ended MarchJune 31,30, 2026 from the three months ended MarchJune 31,30, 2025. This increasedecrease was primarily due to a $1.5 million reduction in personnel costs, partially offset by an increase of $0.8 million in media and advertising costs. In the three months ended MarchJune 31,30, 2026, we spent $8.3$8.2 million in media and advertising costs versus $7.6$7.4 million in the comparable period in 2025.
General and administrative expense
General and administrative expense increased $1.3$0.8 million, or 7.8%,4.8%, for the three months ended MarchJune 31,30, 2026 from the three months ended MarchJune 31,30, 2025, primarily due to an increase of $0.9$0.6 million in restructuring-relatedstockholder engagement and proxy defense costs.
Other income, net
Total other income, net decreased $0.5$0.7 million, or 39.5%,40.1%, for the three months ended MarchJune 31,30, 2026 from the three months ended MarchJune 31,30, 2025, primarily due to net foreign currency losses.
Income tax benefit
Income tax benefit increased less than $0.1 million, or 79.4%,0.7%, for the three months ended MarchJune 31,30, 2026 from the three months ended MarchJune 31,30, 2025. We continued to record a valuation allowance on the use of deferred tax assets in the current and prior periods.
Our effective tax rate for the three months ended MarchJune 31,30, 2026 increased slightly compared to the three months ended MarchJune 31,30, 2025. The increase in the effective tax rate from the prior year was attributable to changes in the forecast pretax income/(loss).
Net loss increaseddecreased $2.2$0.3 million, or 34.8%,7.3%, for the three months ended MarchJune 31,30, 2026 from the three months ended MarchJune 31,30, 2025. The increasedecrease in net loss was primarily related to an increase in operatingsales expense.revenue and an increase in gross margin percentage.
Comparison of six months ended June 30, 2026 and 2025
Revenue
Sales revenue increased $8.3 million, or 5.6%, for the six months ended June 30, 2026 from the six months ended June 30, 2025. The increase was primarily attributable to higher demand in our international markets as well as the favorable impact of foreign exchange rates, partially offset by channel mix within the U.S. We sold approximately 99,600 portable units during the six months ended June 30, 2026 compared to approximately 89,400 portable units sold during the six months ended June 30, 2025, an increase of 11.4%.
Rental revenue decreased $2.7 million, or 9.8%, for the six months ended June 30, 2026 from the six months ended June 30, 2025. The decrease in rental revenue was primarily related to fewer patients on service.
U.S. sales decreased 3.4% for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily due to channel mix versus the comparable period in 2025.
International sales increased 16.2% for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily due to an increase in demand from our partners in Europe as well as the impact of favorable foreign exchange rates. In the six months ended June 30, 2026, sales in Europe as a percentage of total international sales revenue increased to 86.5% from 85.5% during the comparable period in 2025.
U.S. rentals decreased 9.8% for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily related to fewer patients on service.
Cost of revenue and gross profit
Cost of sales revenue increased $3.6 million, or 4.4%, for the six months ended June 30, 2026 from the six months ended June 30, 2025 due primarily to an increase in the number of systems sold.
Cost of rental revenue decreased $1.4 million, or 8.9%, for the six months ended June 30, 2026 from the six months ended June 30, 2025. The decrease in cost of rental revenue was primarily attributable to fewer patients on service.
Gross margin on sales revenue increased to 45.4% for the six months ended June 30, 2026 from 44.8% for the six months ended June 30, 2025. The increase was driven by manufacturing cost leverage from higher units sold and lower cost premiums associated with open-market purchases of semiconductor chips used in our portable oxygen concentrators and reduced warranty-related costs resulting from product quality improvements.
Gross margin on rental revenue decreased to 42.6% for the six months ended June 30, 2026 from 43.2% for the six months ended June 30, 2025, primarily due to higher logistics costs per rental patient.
Research and development expense increased $1.7 million, or 18.7%, for the six months ended June 30, 2026 from the six months ended June 30, 2025. This increase was due primarily to increased product development and investments to support growth from new products.
Sales and marketing expense increased $0.3 million, or 0.6%, for the six months ended June 30, 2026 from the six months ended June 30, 2025. This increase was primarily due to an increase of $1.6 million in media and advertising costs and $0.5 million in costs related to employee engagement and training activities, offset by a decrease of $2.2 million in personnel costs. In the six months ended June 30, 2026, we spent $16.6 million in media and advertising costs versus $15.0 million in the comparable period in 2025.
General and administrative expense increased $2.1 million, or 6.2%, for the six months ended June 30, 2026 from the six months ended June 30, 2025, primarily due to an increase of $1.1 million in restructuring-related costs and $0.8 million in stockholder engagement and proxy defense costs.
Total other income, net decreased $1.3 million, or 39.9%, for the six months ended June 30, 2026 from the six months ended June 30, 2025, primarily due to net foreign currency losses.
Income tax benefit decreased less than $0.1 million, or 31.2%, for the six months ended June 30, 2026 from the six months ended June 30, 2025. We continued to record a valuation allowance on the use of deferred tax assets in the current and prior periods.
Our effective tax rate for the six months ended June 30, 2026 increased slightly compared to the six months ended June 30, 2025. The increase in the effective tax rate from the prior year was attributable to changes in the forecast pretax income/(loss).
Net Loss
Net loss increased $1.9 million, or 17.9%, for the six months ended June 30, 2026 from the six months ended June 30, 2025. The increase in net loss was primarily related to an increase in operating expense.
As of MarchJune 31,30, 2026, we had cash and cash equivalents of $93.1$87.3 million,million whichand consistedmarketable securities of highly$18.3 liquid investments with a maturity of three months or less.million. Our principal uses of cash are funding our new rental asset deployments and other capital purchases, operations, and other working capital requirements and, from time to time, the acquisition of businesses. Over the past several yearsyears, our cash flows from customer collections have remained consistent and our annual cash provided by operating activities has generally been a significant source of capital to the business.
Net cash used in operating activities for the threesix months ended MarchJune 31,30, 2026 consisted primarily of our net loss of $8.3$12.2 million, partially offset by non-cash adjustment items consisting mainly of depreciation of equipment and leasehold improvements and amortization of intangibles of $4.9$9.6 million, stock-based compensation expense of $2.0$3.7 million, and provision for sales returns and doubtful accounts of $2.1$3.8 million. We also experiencedhad a net use of operating assets and liabilities during the period primarily related to highhigher accounts receivable due to higher sales and the timing of sales within the quarter.
Net cash used in operating activities for the threesix months ended MarchJune 31,30, 2025 consisted primarily of our net loss of $6.2$10.3 million, partially offset by non-cash adjustment items consisting mainly of depreciation of equipment and leasehold improvements and amortization of intangibles of $5.2$10.4 million, stock-based compensation expense of $2.1$4.4 million, and provision for sales returns and doubtful accounts of $3.2 million, and net loss on disposal of rental assets and other assets of $1.7 million. The net changes in operating assets and liabilities resulted in net cash used of $21.3$22.7 million, which included the payment of the earnout liability of $9.8 million and higher accounts receivable.million.
Net cash used in investing activities generally includes the production and purchase of rental assets, property, plant and equipment, acquisitions, and intangibles to support our expanding business as well as maturities (purchases) of marketable securities.
For the threesix months ended MarchJune 31,30, 2026, we invested $5.9$13.1 million in the purchase of marketable securities and $0.8$2.7 million in the production and purchase of rental assets and other property and equipment, partially offset by $4.7$10.7 million we received from maturities of marketable securities.
For the threesix months ended MarchJune 31,30, 2025, we invested $2.0$18.7 million in the purchase of marketable securities and $5.9 million in the production and purchase of rental assets and other property and equipment.
For the threesix months ended MarchJune 31,30, 2026, net cash used in financing activities consisted of $1.9$7.5 million of share repurchases and $0.6 million payment of employment taxes related to the vesting of RSUs, partially offset by proceeds of $0.4 million received from proceeds from employee stock purchases under our ESPP.
For the threesix months ended MarchJune 31,30, 2025, net cash provided by financing activities consisted of $27.2 million of proceeds from issuance of common stock to an affiliate of Yuwell, $0.5 million of proceeds received from purchases under our ESPP, partially offset by the payment of the earnout liability of $3.2 million and employment taxes related to the vesting of RSUs of $0.6 million.
On February 20, 2026, our Board of Directors authorized a share repurchase program under which we may repurchase up to $30.0 million of our outstanding common stock. The program expires on December 31, 2027, or when the maximum authorized dollar amount has been utilized, whichever occurs first. Repurchases under the program may be made from time to time through open market purchases at prevailing market prices, in compliance with Rule 10b-18 under the Exchange Act, including through Rule 10b5-1 trading plans. The share repurchase program does not obligate us to make any repurchases and may be modified, suspended, or terminated by us at any time without prior notice. The amount and timing of repurchases are subject to a variety of factors including liquidity, share price, market conditions, and legal requirements. For the threesix months ended MarchJune 31,30, 2026, we repurchased and retired 298,1001,145,150 shares of our common stock for a total of $1.9$7.5 million. As of MarchJune 31,30, 2026, $28.1$22.5 million remained available under the program for future repurchases. For additional information, please see Part II, Item 2. “Unregistered Sales of Equity Securities and Use of Proceeds” of this Quarterly Report on Form 10-Q.
Adjusted EBITDA does not include stockholder engagement and proxy defense costs, which include third-party advisory, legal, and other professional fees;
Adjusted EBITDA does not include changes in fair value of earnout liability related to our acquisitions;
Adjusted EBITDA does not include acquisition-related expenses, whether the acquisition was consummated or not pursued;
INGN insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 2 filings (1 insider, 2 trade dates, 21,708 shares, about $142.5K; 2 of these filings say the sales were made under a Rule 10b5-1 trading plan). Net open-market shares: -21,708 (purchases minus sales); net value about -$142.5K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-01 | Wright Mary E |
Grant/award | 1,500 | $5.33 | $8.0K |
| 2026-09-01 | Smith Kevin P. |
Shares withheld for tax |
8,671 | $5.33 | $46.2K |
| 2026-09-01 | Smith Kevin P. |
Option exercise |
18,136 | — | — |
| 2026-09-01 | Smith Kevin P. |
Grant/award |
1,500 | $5.33 | $8.0K |
| 2026-09-01 | Smith Kevin Raymond Merrill |
Grant/award |
1,500 | $5.33 | $8.0K |
| 2026-07-01 | Yi Boyer Jennifer M |
Open-market sale |
10,938 | $6.60 | $72.2K |
| 2026-06-05 | Sahney Mira Kirti |
Grant/award | 28,081 | — | — |
| 2026-06-05 | Jamali Vafa |
Grant/award | 28,081 | — | — |
| 2026-06-05 | Boehnlein Glenn S |
Grant/award | 28,081 | — | — |
| 2026-06-05 | Rider Heather D. |
Grant/award | 28,081 | — | — |
| 2026-06-05 | Mora Elizabeth |
Grant/award | 28,081 | — | — |
| 2026-06-05 | Ladone Mary Kay |
Grant/award | 28,081 | — | — |
| 2026-06-05 | King Kevin M |
Grant/award | 28,081 | — | — |
| 2026-05-29 | Yi Boyer Jennifer M |
Open-market sale |
10,770 | $6.53 | $70.3K |
Well-known investors holding INGN (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 937,334 | $6.0M | 0.0% | Added 119% |
| Renaissance Technologies | 2026-06-30 | 476,700 | $3.1M | 0.0% | No change |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 171,342 | $1.1M | 0.0% | Reduced 73% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 176,689 | $1.1M | — | Sold out |
| D. E. Shaw & Co. | 2026-06-30 | 37,171 | $239.8K | 0.0% | Reduced 20% |
| Millennium Management (Israel Englander) | 2026-06-30 | 23,568 | $152.0K | 0.0% | Reduced 73% |
| Two Sigma Investments | 2026-06-30 | 15,015 | $96.8K | 0.0% | Added 30% |