Codexis Inc 2025年度报告

(Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended:December31, 2025or☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromto.Commission File No.: 001-34705 Codexis,Inc. (Exact name of registrant as specified in its charter) 71-0872999 Securities Registered Pursuant to Section12(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 if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the 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 theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required tofile such reports), and (2) has been subject to such filing requirements for the past 90 days.Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter periodthat the registrant was required to submit such files).Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule 12b-2 of the Exchange Act: Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒Emerging growth company☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over 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 its audit report.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recovery periodpursuant to §240.10D-1(b).☐Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act). Yes☐No☒ The aggregate market value of voting and non-voting common stock held by non-affiliates of Codexis as of June 30, 2025 was approximately $133.4millionbased upon the closing price reported for such date on the Nasdaq Global Select Market. As of March5, 2026, there were 90,869,349 shares of the registrant’s Common Stock, par value $0.0001 per share, outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s Definitive Proxy Statement to be filed with the Commission pursuant to Regulation 14A in connection with theregistrant’s 2026 Annual Meeting of Stockholders (the “2026 Proxy Statement”), to be filed subsequent to the date hereof, are incorporated byreference into Part III of this Report. Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission not later than 120days after the conclusion of the registrant’s fiscal year ended December31, 2025. Except with respect to information specifically incorporated byreference in this Form 10-K, the 2026 Proxy Statement is not deemed to be filed as part of this Form 10-K. Codexis, Inc.Annual Report on Form 10-KFor the Year Ended December31, 2025 TABLE OF CONTENTS PART I Item1BusinessItem1ARisk FactorsItem1BUnresolved Staff CommentsItem 1CCybersecurityItem2PropertiesItem3Legal ProceedingsItem4Mine Safety DisclosuresPART IIItem5Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecuritiesItem 6[Reserved]Item7Management's Discussion and Analysis of Financial Condition and Results of OperationsItem7AQuantitative and Qualitative Disclosures About Market RiskItem8Financial Statements and Supplementary DataItem9Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem9AControls and ProceduresItem9BOther InformationItem 9CDisclosure Regarding Foreign Jurisdictions that Prevent InspectionsPART IIIItem10Directors, Executive Officers and Corporate GovernanceItem11Executive CompensationItem12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem13Certain Relationships and Related Transactions, and Director IndependenceItem14Principal Accounting Fees and ServicesPART IVItem15Exhibits