Innoviva Inc 2025年度报告

FORM 10-K SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:NONE Indicate by check mark if the registrant is a well‑known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☒No☐ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for thepast 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer andlarge accelerated filer” in Rule 12b-2 of the Exchange Act (Check One): If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued itsaudit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received byany of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant based upon the closing price of the registrant’sCommon Stock on The Nasdaq Global Select Market on June 30, 2025 was $1.26 billion. This calculation does not reflect a determination that persons are affiliatesfor any other purpose. On February 13, 2026, there were 74,073,646 shares of the registrant’s Common Stock outstanding. Table of Contents INNOVIVA, INC.2025 Form 10‑K Annual Report Table of Contents PART I Item 1.Business5Item 1A.Risk Factors38Item 1B.Unresolved Staff Comments77Item 1C.Cybersecurity77Item 2.Properties78Item 3.Legal Proceedings79Item 4.Mine Safety Disclosures79PART IIItem 5.Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities80Item 6.[Reserved]82Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations83Item 7A.Quantitative and Qualitative Disclosures About Market Risk95Item 8.Financial Statements and Supplementary Data96Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure145Item 9A.Controls and Procedures145Item 9B.Other Information147Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections147PART IIIItem 10.Directors, Executive Officers and Corporate Governance148Item 11.Executive Compensation148Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters148Item 13.Certain Relationships and Related Transactions, and Director Independence148Item 14.Principal Accountant Fees and Services148PART IVItem 15.Exhibits and Financial Statement Schedules149Item 16.Form 10‑K Summary149Exhibits150Signatures153 Special Note Regarding Forward‑Looking Statements This Annual Report on Form 10‑K contains forward‑looking statements within the meaning of Section 27A of the Securities Actof 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Securities Act”). Suchforward‑looking statements involve substantial risks, uncertainties and assumptions. All statements in this Annual Report on Form10‑K, other than statements of historical fact, including, without limitation, statements regarding our strategy, future operations,future financial position, future revenue, projected costs, prospects, plans, intentions, expectations, goals and objectives may beforward‑looking statements. The words “anticipates,” “believes,” “could,” “designed,” “estimates,” “expects,” “goal,”“intends,” “may,” “objective,” “plans,” “projects,” “pursuing,” “will,” “would” and similar expressions (including the