What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-03-05 compared with 2025-03-11 · 229 added, 217 removed, 330 unchanged (57% of the section changed)

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and International, and our portfolio of products is comprised of five patient-focused areas, grouped into three businesses based on clinical use:

(i) Pain Treatments, (ii) Surgical Solutions and (iii) Restorative Therapies.

• Pain Treatments, comprised of:

◦ Knee Osteoarthritis (“KOA”) area :

(i) Pain Treatments & PRP (“Pain Treatments”), (ii) Surgical Solutions and (iii) Restorative Therapies.

• Pain Treatments , consisting of:

◦ Knee Osteoarthritis (“KOA”) :

Our product portfolio includes a range of intra-articular, hyaluronic acid (“HA”) injections that help relieve patient discomfort and improve quality of life.

◦ Peripheral Nerve Stimulation (“PNS”) area:

In the U.S., we also distribute the XCELL Platelet-Rich Plasma (“PRP”) system, a technology that is synergistic with our existing physician call points, as many surgeons who use HA also use PRP.

◦ Peripheral Nerve Stimulation (“PNS”) :

We are focused on developing a full portfolio of peripheral nerve stimulation products with solutions for acute, temporary and chronic pain.

• Surgical Solutions, comprised of:

• Surgical Solutions , consisting of:

◦ Ultrasonics:

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◦ Bone Graft Substitutes (“BGS”) :

Our product portfolio includes a range of products that facilitate optimal bone fusion following a surgical procedure.

• Restorative Therapies, comprised of:

Our BGS product portfolio includes a range of products that facilitate optimal bone fusion following a surgical procedure.

• Restorative Therapies , consisting of:

◦ Fracture Care:

We provide low-intensity pulse ultrasound to help patients who suffer from bone fractures that do not heal through traditional methods.

We plan to expand our United States clinical indications to address the healing of fresh fractures, especially for high-risk patients.

The following table sets forth total net sales, net loss and Adjusted EBITDA for the periods presented:

We plan to expand our U.S.

clinical fracture care indications to address the healing of fresh fractures, especially for high-risk patients.

The following table sets forth total net sales, net income (loss) and Adjusted EBITDA for the periods presented:

Years Ended December 31,

(in thousands, except for loss per share) 2024 2023

(in thousands, except for income (loss) per share) 2025 2024

Net sales $ 568,087 $ 573,280

Net loss from continuing operations $ (43,833) $ (121,196)

Adjusted EBITDA (1)

Net income (loss) $ 27,274 $ (47,049)

Adjusted EBITDA (a)

$ 116,277 $ 108,882

Loss per Class A common stock, basic and diluted

Continuing operations $ (0.52) $ (1.54)

Discontinued operations — (0.95)

Loss per Class A common stock, basic and diluted $ (0.52) $ (2.49)

(1) See below under Results of Operations-Adjusted EBITDA for a reconciliation of net loss to Adjusted EBITDA.

Income (loss) per Class A common stock

Basic $ 0.34 $ (0.56)

Diluted 0.33 (0.56)

(a) See below under Results of Operations-Adjusted EBITDA for a reconciliation of net income (loss) to Adjusted EBITDA.

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Significant Developments

2025 Credit Agreement

On July 31, 2025, we entered into a Credit Agreement (the “2025 Credit Agreement”) that provides for a $300.0 million term loan facility (the “2025 Term Loan”) and a $100.0 million revolving credit facility (the “2025 Revolver”).

Proceeds from the 2025 Term Loan, borrowings of $30.0 million under the 2025 Revolver, and $2.6 million of available cash were used to fully repay the outstanding balance under the 2019 Credit and Guaranty Agreement, as amended, which totaled $332.6 million at the time of repayment.

We recorded a $0.3 million loss on extinguishment and incurred $0.8 million in third-party costs as a result of these refinancing transactions.

The 2025 Credit Agreement is expected to provide $2.0 million of annual interest expense savings, increased liquidity and extended debt maturity to July 2030.

On August 1, 2025, we entered into two interest rate swaps totaling $150.0 million to hedge the interest rate risk associated with our floating-rate SOFR-based borrowings under the 2025 Credit Agreement.

XCELL PRP System

In August 2025, we fully launched the XCELL PRP System in the Orthopedic and Sports Medicine specialties across the U.S.

The XCELL PRP System is designed to deliver customization, precision and efficiency with high platelet count in a single 10-minute process, allowing providers to select between leukocyte-rich and leukocyte-poor options with flexible dosing to meet individual patient and procedural needs.

Peripheral Nerve Stimulation

In July 2025, we received FDA 510(k) clearances for both TalisMann and StimTrial, expanding our innovative growth portfolio of PNS solutions for chronic pain management.

These clearances mark an important step forward and represent a substantial growth opportunity as we look to expand in the PNS market.

With TalisMann and StimTrial now FDA-cleared, we offer a comprehensive PNS portfolio that empowers physicians to potentially treat a broader spectrum of patients—from initial assessment to long-term therapy—with greater confidence and flexibility.

This development also reinforces our commitment to delivering non-opioid, minimally invasive therapies designed to address real-world clinical needs.

TalisMann combines our patented electric field conduction technology with an integrated pulse generator to potentially reach deeper, larger nerves.

This combination is designed to provide long-term relief from chronic nerve pain for patients, potentially increasing the number of patients who respond to neuromodulation therapy.

From a physician's perspective, the increase in power allows for easier lead placement and potentially broadens addressable nerves.

StimTrial provides physicians the ability to evaluate patient response to PNS therapy, which we expect will facilitate physician adoption and payer reimbursement where trial assessments are required.

We began a limited commercial release of both TalisMann and StimTrial in select U.S.

markets during the third quarter of 2025.

The broader market launch of these products commenced in early 2026.

Advanced Rehabilitation Business

On September 30, 2024, we entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with a third-party purchaser to sell certain products within our advanced rehabilitation business, including the L100, L300 Go, L360, H200, Vector Gait & Safety System and Bioness Integrated Therapy System (BITS) (collectively, the “Advanced Rehabilitation Business”).

On December 31, 2024, we closed the sale of the Advanced Rehabilitation Business and received $24.7 million at closing, net of transactional fees, subject to a post-closing adjustment for net working capital.

We may also receive an aggregate of $20.0 million in potential earn-out payments, which are based on the achievement of certain revenue and financial metric thresholds in respect to sales of products from the Advanced Rehabilitation Business during the 2025 and 2026 fiscal years.

We have incurred $2.5 million in transactional fees resulting from the divestiture of the Advanced Rehabilitation Business.

The sale of the Advanced Rehabilitation Business is expected to enhance our strategic focus on our remaining businesses and improve liquidity, as the proceeds, net of transactional fees, were used to pay $20.0 million in long-term debt obligations.

We evaluated the Advanced Rehabilitation Business for impairment due to its divestiture.

As a result of this evaluation, we recorded impairments totaling $33.9 million for the year ended December 31, 2024 under the U.S.

reporting segment within the consolidated condensed statements of operations and comprehensive loss.

The impairment losses reduced the intangible assets of the Advanced Rehabilitation Business to reflect their respective fair values less any costs to sell.

The fair value of its intangibles was based on the consideration agreed to with the purchaser for the Advanced Rehabilitation Business.

Reclassification

We reclassified SonicOne revenue and expense of the SonicOne Ultrasonic Cleansing and Debridement Systems (“SonicOne”) from the Restorative Therapies to the Surgical Solutions business in the first quarter of 2024.

SonicOne’s capabilities to remove devitalized or necrotic tissue and fiber deposits more closely aligns with Surgical Solutions’ soft tissue management.

SonicOne revenue reclassified for the year ended December 31, 2023 totaled $6.8 million for the U.S.

reporting segment and $0.3 million for the International reporting segment.

Allograft Delivery Device

The Allograft Delivery Device, a customized delivery system for our OSTEOAMP Flowable product, received FDA clearance in June 2024.

OSTEOAMP is an allograft-derived bone graft with growth factors used for reconstructive bone grafting procedures.

The Allograft Delivery Device is intended to be used for the delivery of hydrated allograft to an orthopedic site, therefore assisting with the use of OSTEOAMP Flowable, the fastest growing product in our bone graft substitutes portfolio, in minimally invasive surgical procedures as well as open procedures.

The European Union Medical Devices Regulation (“EU MDR”), which became effective in May 2021, was adopted with the aim of ensuring better protection of public health and patient safety.

Among other things, the EU MDR imposed changes to clinical evidence for medical devices, post-market clinical follow-up evidence, annual reporting of safety information for Class III products, and bi-annual reporting for Class II products, Unique Device Identification (“UDI”) for all products, submission of core data elements to a European UDI database prior to placement of a device on the market, reclassification of medical devices, and multiple labeling changes.

We were able to continue marketing our currently certified products in the European Union (“EU”) after the effective date of EU MDR until the associated certifications expire.

In April 2024, we received EU certification for our EXOGEN Bone Stimulation System, which will allow us to market it throughout the EU.

The certificate is valid for 5 years.

Wound Business

On May 22, 2023, we closed the sale of certain assets within its Wound Business, including the TheraSkin and TheraGenesis products (collectively, the “Wound Business” or the “Disposal Group”), for potential consideration of $84.7 million, including $34.7 million at closing, $5.0 million deferred for 18 months and up to $45.0 million in potential earn-out payments, which are based on the achievement of certain revenue thresholds by the purchaser of the Wound Business for sales of the TheraSkin and TheraGenesis products during the 2024, 2025 and 2026 fiscal years.

We received the deferred payment in November 2024, which was used to pay $5.0 million of long-term debt obligations.

We incurred $3.9 million in transactional fees resulting from the sale of the Wound Business.

The loss resulting from the deconsolidation of the Disposal Group totaled $1.5 million for the year ended December 31, 2023 and was recorded in loss on disposals within the consolidated statements of operations and comprehensive loss.

We used the proceeds from the sale of the Wound Business to prepay $30.0 million of long-term debt obligations.

We evaluated the Wound Business for impairment prior to its sale and recorded a $78.6 million impairment within the consolidated statements of operations and comprehensive loss during the year ended December 31, 2023 as a result of this evaluation to reduce the intangible assets of the Disposal Group to reflect their respective fair values less any costs to sell.

The fair value of the Disposal Group’s intangibles was determined based on the consideration received for the Wound Business.

Credit and Guaranty Agreement

On January 18, 2024, we further amended the 2019 Credit Agreement to modify certain financial covenants under the 2019 Credit Agreement.

Refer to Liquidity and Capital Resources—Credit Facilities for further information regarding the January 2024 amendment.

On December 31, 2024, we completed the sale of certain products within our Advanced Rehabilitation Business, including the L100, L300 Go, L360, H200, Vector Gait & Safety System and Bioness Integrated Therapy System (collectively, the “Advanced Rehabilitation Business”).

This divestiture reflects our strategic decision to focus on core business areas and streamline operations.

The Advanced Rehabilitation Business was considered non-core and required additional research and development investment to achieve its next stage of growth.

We received $24.7 million of cash proceeds at closing, net of transactional fees, which were subject to a post-closing adjustment for net working capital.

We paid $0.7 million in the second quarter of 2025 to settle the adjustment for net working capital.

The net proceeds were used to pay $20.0 million in long-term debt obligations on December 31, 2024.

We may also receive an aggregate of $20.0 million in potential earn-out payments based on the achievement of certain revenue and financial performance thresholds related to the Advanced Rehabilitation Business during the fiscal years ending December 31, 2025 and 2026.

The revenue and specified financial performance criteria for the fiscal year ended December 31, 2025 were not achieved.

Components of our results of operations

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We report sales net of contractual allowances, rebates and returns.

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We sell our products primarily through our direct sales team, which manages and maintains the sales relationship with healthcare providers, distribution centers or specialty pharmacies.

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We have restructured portions of our operations and future restructuring activities are possible.

Identifying and calculating the cost to exit operations requires certain assumptions to be made, the most significant of which are anticipated future liabilities.

Identifying and calculating the cost to exit operations requires certain assumptions, the most significant of which are anticipated future liabilities.

Although our estimates have been reasonably accurate in the past, significant judgment is required, and these estimates and assumptions may change as additional information becomes available and facts or circumstances change.

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Key assumptions in determining the restructuring costs include negotiated terms and payments to terminate contractual obligations.

Restructuring costs primarily consist of employee severance, legal, consulting and temporary labor expenses.

Restructuring costs recorded in 2023 and 2022 are the result of aligning our organizational and management cost structure to improve profitability and cash flow.

In 2025, restructuring costs primarily related to severance costs associated with the elimination of several positions in order to optimize our organizational structure.

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Depreciation and Amortization

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Interest Expense

Interest expense primarily consists of interest on our indebtedness, which currently consists of our term loan and revolving credit facility, which was incurred pursuant to the Amended 2019 Credit Agreement.

We have previously entered into interest rate swaps to limit our exposure to changes in the variable interest rate on our term loan.

Interest expense primarily consists of interest on our indebtedness, which currently consists of our term loan and revolving credit facility, which was incurred pursuant to the 2025 Credit Agreement.

We have entered into interest rate swaps to limit our exposure to changes in the variable interest rate on our 2025 Term Loan.

Interest expense includes any fair value gain or losses on these swaps.

Other (income) expense

Other (income) expense primarily consists of foreign currency transaction and remeasurement gains and losses on transactions denominated in currencies other than our functional currency.

Our foreign currency transaction and remeasurement gains and losses are primarily related to foreign currency denominated cash, liabilities and intercompany receivables and payables.

Other (income) expense may also include certain nonrecurring items.

Other Expense

Other expense primarily consists of foreign currency transaction and remeasurement gains and losses on transactions denominated in currencies other than our functional currency.

Our foreign currency transaction and remeasurement gains and losses are primarily related to cash, liabilities and intercompany receivables and payables denominated in foreign currency.

Other expense may also include certain nonrecurring items.

Income Tax Expense

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The TRA obligates us to pay to Smith & Nephew, Inc.

(“Continuing LLC Owner”) 85% of the amount of any realized tax benefits (or in some circumstances are deemed to realize) resulting from (i) increases in the tax basis of assets of BV LLC as a result of (a) any future redemptions or exchanges of LLC Interests and (b) certain distributions (or deemed distributions) by BV LLC and (ii) certain other tax benefits arising from our making payments under the TRA.

For more information, see Item 8.

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We report the income tax effects of these differences as deferred income taxes.

Valuation allowances recognized reduce the related deferred tax assets to an amount which will, more likely than not, be realized.

Valuation allowances recognized reduce the related deferred tax assets to an amount which are more likely than not to be realized.

We recognize interest and penalties related to unrecognized tax benefits as a component of income tax expense.

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We believe that Adjusted EBITDA is useful to our investors because it is frequently used by securities analysts, investors and other interested parties in their evaluation of the operating performance of companies in industries similar to ours.

We define Adjusted EBITDA as net loss from continuing operations before depreciation and amortization, provision of income taxes and interest expense, net, adjusted for the impact of certain cash, non-cash and other items that we do not consider in our evaluation of ongoing operating performance.

These items include acquisition and divestiture related costs, certain shareholder litigation costs, impairments of assets, restructuring and succession charges, equity-based compensation expense, financial restructuring costs and other items.

Adjusted EBITDA by segment is comprised of net sales and costs directly attributable to a segment, as well as an allocation of corporate overhead costs primarily based on a ratio of net sales by segment to total consolidated net sales.

Non-GAAP financial measures have limitations as an analytical tool and should not be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with U.S.

We define Adjusted EBITDA as net income (loss) before depreciation and amortization, provision of income taxes and interest expense, net, adjusted for the impact of certain cash, non-cash and other items that we do not consider in our evaluation of ongoing operating performance.

These items include acquisition and divestiture related costs, certain shareholder litigation costs, impairment of assets, restructuring costs, equity-based compensation expense, debt refinancing, loss on extinguishment of debt, and other items.

Adjusted EBITDA by segment consists of net sales and costs directly attributable to a segment, as well as an allocation of corporate overhead costs primarily based on a ratio of net sales by segment to total consolidated net sales.

Non-GAAP financial measures have limitations as an analytical tool and should not be considered in isolation or as a substitute for, or as superior to, the financial information prepared and presented in accordance with U.S.

These measures might exclude certain normal recurring expenses.

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GAAP measure.

Results of Continuing Operations

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Results of Operations

The following table sets forth components of our consolidated statements of operations as a percentage of net sales for the periods presented:

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Loss on disposals — % 0.1 %

Operating loss (2.1 %) (16.0 %)

The following table presents a reconciliation of net loss from continuing operations to Adjusted EBITDA for the periods presented:

Operating income (loss) 9.5 % (2.7 %)

The following table presents a reconciliation of net income (loss) to Adjusted EBITDA for the periods presented:

Years Ended December 31,

(in thousands) 2025 2024

Net loss from continuing operations $ (43,833) $ (121,196)

Net income (loss) $ 27,274 $ (47,049)

Interest expense, net 26,486 38,792

Income tax expense (benefit), net (5,293) 85

Income tax benefit, net (1,565) (5,293)

Depreciation and amortization (a)

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Shareholder litigation costs (c)

Restructuring and succession charges (d)

Restructuring costs (d)

Equity-based compensation (e)

Financial restructuring costs (f)

Impairment of assets (g)

12,673 13,274

Loss on disposal of a business (h)

Other items (i)

Debt refinancing (f)

Loss on extinguishment (g)

Impairment of assets (h)

Loss on disposal of a business (i)

Other items (j)

Adjusted EBITDA $ 116,277 $ 108,882

(a) Includes for the years ended December 31, 2024 and 2023, respectively, depreciation and amortization of $41.9 million and $48.5 million in cost of sales and $7.7 million and $8.9 million in operating expenses presented in the consolidated statements of operations and comprehensive loss.

(a) Includes for the years ended December 31, 2025 and 2024, respectively, depreciation and amortization of $41.3 million and $41.9 million in cost of sales and $5.7 million and $7.7 million in operating expenses presented in the consolidated statements of operations and comprehensive income (loss).

(b) Includes acquisition and integration costs related to completed acquisitions and changes in fair value of contingent consideration.

(d) Costs incurred were the result of adopting restructuring plans to reduce headcount, contract termination, reorganize management structure and consolidate certain facilities.

(d) Restructuring costs in 2025 primarily related to severance associated with the elimination of several positions and the consolidation of certain administrative functions and roles.

Costs incurred during 2024 reflect a reversal of expenses associated with employee transitions resulting from the sale of the Advanced Rehabilitation Business and certain contract terminations.

(e) Includes compensation expense resulting from awards granted under our equity-based compensation plans.

The year ended December 31, 2024 includes increased award activity as a result of certain annual employee bonuses granted in the form of equity awards.

The year ended December 31, 2023 includes the reversal of $3.8 million in equity-based compensation expenses related to the transition of our executive leadership.

(f) Financial restructuring costs include advisory fees and debt amendment related costs.

(g) Activity in 2024 includes:

(i) a non-cash impairment charge of $33.9 million for intangible assets solely attributable to our Advanced Rehabilitation Business due to the decision to divest the business and (ii) a non-cash impairment charge of $2.5 million for rented right-of-use assets involving exited office and warehouse spaces.

Activity in 2023 relates to the non-cash impairment charge attributable to our divested Wound Business.

(h) Represents the loss on the disposal of the Advanced Rehabilitation and Wound Businesses for the years ended December 31, 2024 and 2023, respectively.

(i) Other items primarily include charges associated with strategic transactions, such as potential acquisitions or divestitures and a transformative project to redesign systems and information processing.

During the year ended December 31, 2024, other items primarily consisted of the following:

(i) divestiture costs related to the Company’s Advanced Rehabilitation Business, including transactional fees, totaled $4.7 million;

(ii) transformative project costs of $1.7 million;

and (iii) strategic transaction costs of $0.4 million.

During the year ended December 31, 2023, other items mainly consisted of the following:

(i) strategic transaction costs totaling $4.8 million, including divestiture costs of $1.1 million related to Advanced Rehabilitation;

(ii) transformative project costs of $4.5 million;

(iii) transition and severance costs of $2.8 million;

and (iv) $1.0 million in costs related to the discontinuance of MOTYS.

(f) Debt refinancing in 2025 related to certain third-party fees associated with our 2025 Credit Agreement.

Activity in 2024 is attributable to advisory fees and debt amendment related costs related to our 2019 Credit and Guaranty Agreement, as amended.

(g) Losses recognized in connection with the refinancing of long-term debt.

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(h) Includes a non-cash impairment charge of $33.9 million for intangible assets solely attributable to our Advanced Rehabilitation Business, driven by the decision to divest and a $2.5 million non-cash impairment charge for right-of-use assets associated with exited office and warehouse spaces.

(i) Represents the loss on the disposal of the Advanced Rehabilitation Business.

(j) Other items during the year ended December 31, 2025 primarily consisted of $0.5 million of expenses related to the divestiture of the Advanced Rehabilitation Business, which was completed on December 31, 2024.

Other items during the year ended December 31, 2024 primarily consisted of $4.7 million, net of transactional fees, of expenses related to the divestiture of the Advanced Rehabilitation Business and transformative project costs of $1.7 million.

Years Ended December 31, Change

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Total net sales $ 568,087 $ 573,280 $ (5,193) (0.9 %)

Net sales increased $56.9 million, or 12.7%, compared to the prior year.

Changes by major product groups were:

(i) Pain Treatments—$37.0 million increase due to volume growth primarily driven by Durolane;

(ii) Surgical Solutions—$25.8 million net sales increase due to volume growth;

and (iii) Restorative Therapies—$5.9 million net sales decrease due primarily to the divestiture of our Wound Business ($11.1 million of revenue in 2023) and lower volume from the Advanced Rehabilitation Business, partly offset by increased volumes and higher average selling price related to our EXOGEN Bone Stimulation System in 2024.

Net sales decreased $4.7 million, or 0.9%, compared to the prior year.

Net sales from Pain Treatments increased $13.3 million, driven by volume growth in Durolane.

Net sales from Surgical Solutions increased $12.7 million due to volume growth in BGS and Ultrasonics.

The $30.7 million decrease in net sales from Restorative Therapies was driven by the divestiture of the Advanced Rehabilitation Business, which contributed $38.2 million in net sales during the prior year.

This decrease was partially offset by a $6.5 million increase in our net sales for our EXOGEN Bone Stimulation System.

International

Net sales increased $4.0 million, or 6.4%, due to volume growth in Pain Treatments and Surgical Solutions, partially offset with a volume decline in Restorative Therapies.

Net sales decreased $0.5 million, or 0.7%, primarily due to the divestiture of the Advanced Rehabilitation Business, which contributed $7.3 million in net sales during the prior year.

This decrease was mostly offset by volume growth in Pain Treatments for Durolane and in Surgical Solutions for Ultrasonics.

Gross Profit and Gross Margin

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Total 68.3 % 67.7 % 0.6 %

Gross profit increased $54.6 million, or 18.5%, primarily due to volume growth in Pain Treatments, Surgical Solutions and our EXOGEN Bone Stimulation System, partially offset by the Wound Business divestiture.

Gross margin increased due to product mix.

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Gross profit increased $1.1 million, or 0.3%, compared to the prior year, primarily driven by volume growth in Durolane, BGS and our EXOGEN Bone Stimulation System.

This increase was partially offset by a $21.3 million reduction resulting from the divestiture of the Advanced Rehabilitation Business.

Gross margin increased 0.8% in comparison to the prior year.

This improvement was driven by a favorable product mix within BGS as well as enhanced collections associated with our EXOGEN Bone Stimulation System.

These gains were partially offset by freight and tariff costs, as well as shifts in channel mix.

International

Gross profit increased $5.4 million, or 16.1% compared with the prior period, which is primarily due to an increase in volume for Pain Treatments, specifically Durolane, and Surgical Solutions.

Gross margin increased due to product mix.

Gross profit decreased $1.1 million, or 2.9%, due to a $4.0 million reduction resulting from the divestiture of the Advanced Rehabilitation Business.

This reduction was partially offset by growth from Durolane and the EXOGEN Bone Stimulation System.

Gross margin decreased 1.3% due to product and country mix.

Selling, General and Administrative Expense

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Selling, general and administrative expense $ 314,026 $ 343,798 $ (29,772) (8.7 %)

Selling, general and administrative expense increased $37.0 million, or 12.2%, primarily due to increases in:

(i) compensation and related costs of $24.4 million;

(ii) accounting and legal costs of $10.8 million, mostly related to the settlement of shareholder litigation;

and (iii) equity-based compensation of $8.2 million.

These increases were partially offset with a $12.2 million decrease in consulting expenses resulting from fewer strategic transactions, project initiatives and debt refinancing costs in 2024 compared to 2023.

Selling, general and administrative expenses decreased by $29.8 million, or 8.7%, primarily due to:

(i) a $14.5 million decrease in compensation-related costs, partially attributable to the sale of the Advanced Rehabilitation Business;

(ii) a $13.8 million reduction in shareholder litigation costs settled during 2024;

and (iii) a $2.3 million decrease in administrative related expenses.

Research and Development Expense

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Research and development expense $ 12,113 $ 13,951 $ (1,838) (13.2 %)

Research and development expense remained consistent with the prior year comparable period.

Research and development expense decreased $1.8 million, or 13.2%, primarily due to:

(i) a $1.6 million reduction in consulting expenses resulting from the completion of certain projects;

and (ii) a $0.7 million decrease in compensation related costs.

These decreases were partially offset by a $0.3 million increase in stock-based compensation.

Restructuring Costs

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Restructuring costs

There were expense reversals during the year ended December 31, 2024 primarily due to employee transitions associated with prior restructuring initiatives.

Costs incurred for the year ended December 31, 2023 were primarily the result of an initiative to align the Company’s organizational and management cost structure to improve profitability and cash flow through reducing headcount and third-party related costs.

NM - Not Meaningful

$ 2,235 $ (52) $ 2,287 NM

Restructuring costs in 2025 primarily related to severance costs associated with the elimination of several positions in order to optimize our organizational structure.

In 2024, there were expense reversals related to employee transition agreements associated with the sale of the Advanced Rehabilitation Business.

Change in Fair Value of Contingent Consideration

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Change in fair value of contingent consideration $ — $ 1,423 $ (1,423) (100.0 %)

Changes in fair value for both periods relates to contingent consideration associated with the acquisition of Bioness in March 2021.

Activity from the change in fair value of contingent consideration relates to the acquisition of Bioness in 2021.

Certain milestones were achieved during the fourth quarter of 2024, and as a result, we ceased revaluing the contingent consideration liability in 2025.

We made contingent consideration payments totaling $19.8 million during 2025, which fully settled the Bioness contingent consideration liability.

Depreciation and Amortization

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Depreciation and amortization $ 5,727 $ 7,652 $ (1,925) (25.2 %)

Depreciation and amortization decreased during the year ended December 31, 2024 compared with the prior year primarily due to the write-off of consigned fixed assets and fewer assets to depreciate due to divestitures.

Depreciation and amortization decreased during the year ended December 31, 2025 compared with the prior year primarily due to certain information technology assets being fully depreciated in 2025.

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Impairment of Assets

We evaluated the Advanced Rehabilitation Business for impairment during the second quarter of 2024 due our decision to divest the business.

As a result of this evaluation, we recorded a $33.9 million impairment to reduce the intangible assets of the Advanced Rehabilitation Business to reflect their respective fair values less any costs to sell.

We based the fair value of its intangibles on the consideration agreed to with the purchaser for the Advanced Rehabilitation Business.

We also recorded impairment losses of $2.5 million during the year ended December 31, 2024 for 2 right-of-use assets, specifically office and warehouse spaces, which the Company exited during 2024.

Our decision to divest the Wound Business required us to evaluate whether certain of its assets were impaired.

We recorded a $78.6 million non-cash impairment charge in 2023 as a result of this evaluation to reduce the intangible assets to their fair values less costs to sell.

We determined the fair value of intangibles of the Wound Business based on the consideration offered for the Wound Business.

In 2024, we evaluated the Advanced Rehabilitation Business for impairment following our decision to divest.

Based on this evaluation, we recorded a $33.9 million impairment to reduce intangible assets to fair value less costs to sell, using the consideration agreed upon with the purchaser.

Additionally, we recognized $2.5 million of impairment losses during the year ended December 31, 2024 for two right-of-use assets—office and warehouse spaces—that the Company exited during the year.

Loss on Disposals

The loss on disposals during the year ended December 31, 2024 resulted from the sale of the Advanced Rehabilitation Business.

The loss on disposals during the year ended December 31, 2023 resulted from $1.5 million in working capital adjustments associated with the sale of our Wound Business and a $2.0 million loss on fixed assets disposed of during the integration of acquisitions.

Other (income) expense

The loss on disposals during the years ended December 31, 2025 and 2024 related to the sale of the Advanced Rehabilitation Business.

Other Expense (Income)

Years Ended December 31, Change

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Interest expense, net $ 26,486 $ 38,792 $ (12,306) (31.7 %)

Other (income) expense $ (1,645) $ (1,290) $ (355) 27.5 %

Interest expense, net decreased during the year ended December 31, 2024 compared to the prior year primarily due to less debt outstanding and a decrease in interest rates.

Other (income) expense during 2024 primarily consisted of an increase of $1.0 million in foreign currency gains, resulting from recognizing previously unrealized gains and losses on the assets and liabilities of the Advanced Rehabilitation Business, which was sold in the fourth quarter of 2024.

Activity during 2023 primarily included a $1.5 million receipt from the settlement of a legal claim.

Income tax (benefit) expense, net

Loss on extinguishment $ 326 $ — $ 326 NM

Other expense (income) $ 1,454 $ (1,645) $ 3,099 (188.4 %)

Interest expense, net decreased during the year ended December 31, 2025 compared to the prior year.

This decrease was due to lower debt outstanding and a reduction in interest rates and applicable margins.

Loss on extinguishment of debt recognized during the year ended December 31, 2025 was directly related to the refinancing of our debt obligations.

Other expense, net during 2025 was driven primarily by foreign currency losses.

Other income, net during 2024 primarily reflected foreign currency gains, inclusive of a $1.0 million gain related to the recognition of previously unrealized gains and losses on the assets and liabilities of the Advanced Rehabilitation Business.

Income Tax Benefit, Net

Years Ended December 31, Change

(in thousands, except for percentage) 2025 2024 $ %

Income tax (benefit) expense, net $ (5,293) $ 85 $ (5,378) NM

Income tax benefit, net $ (1,565) $ (5,293) $ 3,728 (70.4) %

Effective tax rate 6.1 % 10.1 % (4.0 %)

NM - Not Meaningful

10.8 % (0.1) % 10.9 %

The $5.4 million change in income taxes was due to the recognition of deferred tax benefits resulting from the impairments recorded.

The effective tax rate of 6.1% for the year ended December 31, 2025 was attributable to the release of reserves for uncertain tax positions and a positive change in the valuation allowance on deferred tax assets due to the utilization of net operating loss carryforwards.

The effective rate was 10.1% for the year ended December 31, 2024 due to the recognition of deferred tax benefits from recorded impairments.

Noncontrolling Interest

Subsequent to the IPO and related transactions, we are the sole managing member of BV LLC of which we owned 80.6% and 80.0% at December 31, 2024 and 2023, respectively.

We have a majority economic interest, the sole voting interest in, and control the management of BV LLC.

As a result, we consolidate the financial results of BV LLC and report a noncontrolling interest representing the 19.4% that is owned by the Continuing LLC Owner.

Noncontrolling interest activity during year ended December 31, 2024 was the result of losses recorded.

Subsequent to the IPO and related transactions, we became the sole managing member of BV LLC, holding ownership interests of 81.0% and 80.6% as of December 31, 2025 and 2024, respectively.

We consolidate BV LLC’s financial statements as we have both a majority economic interest and sole voting control over BV LLC.

The portion of BV LLC not owned by us—19.0% as of December 31, 2025—is reflected as a noncontrolling interest, representing the share of BV LLC owned by the Continuing LLC Owner.

Period-over-period changes in noncontrolling interest reflect the allocation of net income or loss attributable to the Continuing LLC Owner.

Segment Adjusted EBITDA

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International $ 15,310 $ 13,461 $ 1,849 13.7 %

Adjusted EBITDA increased $16.8 million, or 21.3%, due to revenue growth and increased gross profit.

Table of C o ntents

Adjusted EBITDA increased $5.5 million, or 5.8%, compared to the prior year period, reflecting lower operating expenses, including:

(i) a $5.1 million reduction in selling, general and administrative expenses, most of which was attributable to the divestiture of the Advanced Rehabilitation Business and the corresponding decrease in compensation-related costs;

and (ii) a $1.9 million decrease in research and development expenses due to lower consulting costs as certain research and development projects were completed.

These improvements were partially offset by a $1.9 million increase in other expense driven by unfavorable movements in foreign currency.

International

Adjusted EBITDA increased $3.3 million or 32.0%, due to increased gross profit.

Adjusted EBITDA increased $1.8 million or 13.7%, compared to the prior year period.

The increase was primarily driven by lower selling, general and administrative expenses, partially offset by lower gross profit primarily resulting from the divestiture of the Advanced Rehabilitation Business.

Liquidity and Capital Resources

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Our principal liquidity needs have historically been for acquisitions, working capital, research and development, clinical trials, and capital expenditures.

We expect these needs to continue as we develop and market new products and further our expansion into international markets.

We believe that we have enough liquidity to continue operations for the next twelve months.

We anticipate that to the extent that we require capital, we will obtain funding through additional equity financings or the incurrence of other indebtedness or a combination of these potential sources of capital.

As of December 31, 2024, we have the ability to borrow up to $40.0 million using our Revolving Credit Facility and available letters of credit.

We expect these needs to continue as we develop and market new products and further expand into international markets.

On December 31, 2024, we closed the sale of the Advanced Rehabilitation Business, which was considered non-core and required additional research and development expenditures to achieve its next stage of growth.

We received cash proceeds of $24.7 million at closing, net of transactional fees, which were subject to a post-closing adjustment for net working capital.

We paid $0.7 million in the second quarter of 2025 to settle the adjustment for net working capital.

Net proceeds from the transaction were used to pay $20.0 million in long-term debt obligations on December 31, 2024.

We may also receive up to an additional $20.0 million in contingent earn-out payments, based on the achievement of certain revenue and financial performance thresholds related to the Advanced Rehabilitation Business during the fiscal years ending December 31, 2025 and 2026.

The revenue and specified financial performance criteria for the fiscal year ended December 31, 2025 were not achieved.

On July 31, 2025, we entered into the 2025 Credit Agreement that provides for a $300.0 million term loan (the “2025 Term Loan”) and a $100.0 million revolving credit facility (the “2025 Revolver”).

Proceeds from the 2025 Credit Agreement, including $30.0 million in borrowings under its revolver and $2.6 million in available cash, were used to fully repay the outstanding balance under the 2019 Credit and Guaranty Agreement, as amended, which totaled $332.6 million as of July 31, 2025.

The 2025 Credit Agreement is expected to provide $2.0 million of annual interest expense savings, increased liquidity and extended debt maturity to July 2030.

On August 1, 2025, we entered into two interest rate swaps to mitigate the interest rate risk associated with our floating-rate SOFR-based borrowings under the 2025 Credit Agreement.

Under the terms of swaps, we pay a fixed interest rate in exchange for SOFR-based variable interest throughout the life of the instruments.

The interest rate swaps have a weighted average fixed interest rate of 3.60% and an aggregate notional value of $150.0 million, or 50.0% of the 2025 Term Loan.

The five-year 2025 Revolver includes an initial annual commitment fee of 0.30%, calculated based on the average daily amount of the available revolving commitment, which includes revolving and swingline loans as well as letters of credit (“LOC”).

The commitment fee is payable quarterly in arrears on the last day of each calendar quarter and at maturity.

The commitment rate is subject to adjustment based on our leverage ratio.

Swingline loans are available as base rate option loans and LOCs are limited to $7.5 million under the 2025 Credit Agreement.

As of December 31, 2025, we had $97.8 million available on the 2025 Revolver, net of $2.2 million in outstanding LOCs.

This availability, combined with our existing cash balances and expected cash flows from operations, provides us with sufficient liquidity to meet our near-term obligations and support ongoing operations for the next twelve months.

We anticipate that, to the extent additional capital is required, we will seek funding through a combination of equity financings, the incurrence of additional indebtedness, or other strategic sources of capital.

Our ability to access these sources will depend on market conditions, our financial performance, and other factors.

Table of C o ntents

We may explore divestiture opportunities for non-core assets to improve our liquidity position.

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If we raise additional funds by issuing equity securities or convertible debt, our stockholders will experience dilution.

The covenants under the Amended 2019 Credit Agreement limit our ability to obtain additional debt financing.

Debt financing, if allowed under the Amended 2019 Credit Agreement and if available, would result in increased payment obligations and might involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, or making capital expenditures.

If we raise additional funds through collaboration and licensing arrangements with third parties, it might be necessary to relinquish valuable rights to our products, future revenue streams or product candidates, or to grant licenses on terms that might not be favorable to us.

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provided, however, that nonpayment for a specified period may constitute a material breach of a material obligation under the TRA and therefore accelerate payments due under the TRA.

Our 2019 Credit Agreement (as amended on August 29, 2021 and October 29, 2021), and in effect from October 29, 2021 to July 11, 2022, consisted of a $360.8 million term loan (“Term Loan”) and a $50.0 million revolving credit facility (the “Revolver”).

The Company amended the 2019 Credit Agreement on August 29, 2021, and then again on October 29, 2021 in connection with the acquisition of Misonix, Inc.

On July 11, 2022, the Company further amended the 2019 Credit Agreement in conjunction with the acquisition of CartiHeal.

The Company was not in compliance with certain financial covenants under the 2019 Credit Agreement in effect as of December 31, 2022.

As a result, on March 31, 2023, we entered into another amendment to the 2019 Credit Agreement to, among other things, modify certain financial covenants, waive the noncompliance at December 31, 2022 and modify interest rates applicable to borrowings under the agreement.

The Revolver’s capacity was reduced $5.0 million on December 31, 2023 and again on June 30, 2024 in accordance with the amendments to the 2019 Credit Agreement resulting in a maximum capacity of $40.0 million as of December 31, 2024.

We were in compliance with the financial covenants as of December 31, 2024 and 2023 as stated within the 2019 Credit Agreement then in effect.

On January 18, 2024 (the “Closing Date”), we further amended the 2019 Credit Agreement (collectively, with the August 2021, October 2021, July 2022 and March 2023 amendments, the “Amended 2019 Credit Agreement”), to modify certain financial covenants under the 2019 Credit Agreement.

With respect to Term Loan Facilities and the Revolver outstanding as of the Closing Date, we may elect either SOFR or Base Rate interest rate options for the entire amount or certain portions of the loans and have interest rates equal to a formula driven base interest rate plus a margin, tied to a leverage ratio.

The leverage ratio is the ratio of debt to Consolidated Adjusted EBITDA as defined in the Amended 2019 Credit Agreement for four consecutive quarters as of the end of each period.

Pursuant to the Amended 2019 Credit Agreement, the margin at each applicable leverage ratio will be increased by 1.00% per annum.

SOFR loans and base rate loans had a margin of 3.25% and 2.25%, respectively, subsequent to July 11, 2022 and prior to the Closing Date.

Subsequent to the March 31, 2023 amendment, SOFR loans and base rate loans had a margin of 4.25% and 3.25%, respectively.

All obligations under the Amended 2019 Credit Agreement are guaranteed by the Company and certain wholly owned subsidiaries where substantially all the assets of the Company collateralize the obligations.

The Amended 2019 Credit Agreement contains customary affirmative and negative covenants, including those related to financial reporting and notification, restrictions on the declaration or payment of certain distributions on or in respect of Bioventus LLC’s equity interests, restrictions on acquisitions, investments and certain other payments, limitations on the incurrence of new indebtedness, limitations on transfers, sales and other dispositions of assets of Bioventus LLC and its subsidiaries, as well as limitations on making changes to the business and organizational documents of Bioventus LLC and its subsidiaries.

Financial covenant requirements include (i) a maximum debt leverage ratio of not greater than 4.50 to 1.00 for the testing period ending December 31, 2024, 4.25 to 1.00 for the testing period ending March 31, 2025, 4.00 to 1.00 for the testing period ending June 30, 2025 and at the end of each testing period occurring thereafter, and beginning on March 31, 2025, to be subject to a temporary increase to 4.50 to 1.00 upon certain events;

and (ii) an interest coverage ratio not less than 2.00 to 1.00 for the testing period ending December 31, 2024, 2.00 to 1.00 for the testing period ending March 31, 2025, 2.25 to 1.00 for the testing period ending June 30, 2025, 2.50 to 1.00 for the testing period ending September 30, 2025 and 3.00 to 1.00 for the testing period ending December 31, 2025 and each testing period thereafter.

In addition, during the period commencing on the Closing Date and ending upon the satisfaction of certain conditions occurring not prior to October 29, 2025, the Company will be subject to certain additional requirements and covenants, including a requirement to maintain Liquidity (as defined in the Amended 2019 Credit Agreement) of not less than $10.0 million as of the end of each calendar month during such period.

The Term Loan Facilities matures on October 29, 2026 and the Revolver matures on October 29, 2025.

Table of C o ntents

The 2025 Credit Agreement contains affirmative and negative covenants applicable to senior secured credit facilities, including covenants that, among other things, limit or restrict our ability to, subject to negotiated exceptions, incur additional indebtedness, liens on our assets, engage in acquisitions or dispositions, pay dividends or make other distributions, enter into transactions with affiliated persons, make investments, change the nature of our business or organizational documents, or prepay or make modifications to other indebtedness that would adversely affect the lenders.

The 2025 Credit Agreement also contains financial covenants including a maximum consolidated total net leverage ratio of 4.00 to 1.00 for the quarter ending September 30, 2025 through the quarter ending December 31, 2025, and starting with the fiscal quarter ending March 31, 2026 and for each fiscal quarter thereafter, a maximum consolidated total net leverage ratio of 3.50 to 1.00.

We may elect to increase such ratio level by 0.50 to 1.00 following certain permitted acquisitions.

A minimum interest coverage ratio of 2.50 to 1.00 must also be maintained.

The 2025 Revolver also includes standard provisions related to conditions of borrowing and customary events of default.

We were in compliance with the financial covenants under the 2025 Credit Agreement as of December 31, 2025, and expect to remain in compliance for the next twelve months.

We do not expect any of these covenants or restrictions to affect or limit our ability to conduct business in the ordinary course.

As of December 31, 2025, we had $294.0 million outstanding under the 2025 Term Loan, net of original issue discount and deferred financing costs, and no outstanding borrowings under the 2025 Revolver.

Refer to Item 8.

Financial Statements and Supplementary Data—Notes to the Consolidated Financial Statements—Note 5.

Financial instruments in this Annual Report for further details on the Company’s indebtedness.

Financial Instruments for further details on the Company’s indebtedness.

Information Regarding Cash Flows

5 unchanged sentences

(in thousands, except for percentage) 2025 2024 $ %

Cash flows from continuing operations:

Net cash from operating activities $ 74,673 $ 38,795 $ 35,878 92.5 %

1 unchanged sentence

Net cash from financing activities (62,140) (54,580) (7,560) 13.9 %

Net cash from discontinued operations — (13,675) 13,675 (100.0 %)

Effect of exchange rate changes on cash (2,560) 629 (3,189) NM

Effect of exchange rate changes on cash 371 (2,560) 2,931 (114.5 %)

Net change in cash and cash equivalents $ 9,656 $ 4,618 $ 5,038 109.1 %

Operating Activities

Net cash in operating activities from continuing operations increased $21.3 million, due to cash collections from sales growth and the timing of working capital payments.

These operating inflows were partially offset with:

(i) increases in employee compensation due to higher bonus payments in 2024 compared to prior year;

(ii) an increase in inventory purchases;

and (iii) an increase in interest payments.

Net cash inflows from operating activities increased $35.9 million due to cash collections on net sales, lower interest payments due to favorable interest rates and reduced debt levels, and one-time charges in 2024 including the payment of certain shareholder litigation costs and expenses related to the divestiture of the Advanced Rehabilitation Business.

These operating inflows were partially offset by higher rebate and compensation-related payments.

Investing Activities

Net cash flows in investing activities from continuing operations decreased $4.4 million, primarily due to $10.0 million less net cash received from the sale of businesses, partially offset with $6.4 million less in capital expenditures.

Net cash flows from investing activities decreased $26.2 million for the year ended December 31, 2025 compared to the prior year.

Investing cash flows for 2025 primarily consisted of $2.6 million in capital expenditures, largely related to information technology investments, and a $0.7 million working capital settlement associated with the sale of the Advanced Rehabilitation Business.

Investing cash flows for 2024 consisted of $24.7 million in proceeds from the sale of the Advanced Rehabilitation Business and $1.7 million in capital expenditures and the purchase of distribution rights.

Financing Activities

Cash flows from financing activities decreased $27.9 million, primarily due to:

(i) net outflows totaling $30.0 million related to our revolving credit facility as $15 million was repaid in 2024 compared to $15 million in net borrowings during 2023;

and (ii) an increase of $6.3 million in debt principal payments.

These outflows were partially offset with:

(i) a deferred consideration receipt of $4.5 million in 2024 resulting from the prior year sale of the Wound Business;

(ii) $2.5 million less debt financing costs paid in 2024;

and (iii) $1.7 million more in proceeds from the issuance of stock as stock option exercises increased in 2024 compared to 2023.

Discontinued Operations

Net cash flows from discontinued operations in 2023 were primarily the result of $10.2 million in fees used to settle the CartiHeal disposition and $1.4 million in cash held by the CartiHeal entity at the time of disposal.

Net cash outflows from financing activities increased $7.6 million for the year ended December 31, 2025 compared to the prior year.

The increase in cash outflow was driven by a $19.8 million contingent consideration payment related to the acquisition of Bioness in 2021 and the receipt of $4.5 million of deferred consideration in 2024 associated with the prior‑year sale of the Wound Business.

These cash flows were partially offset by the impact of revolving credit facility activity, as we made $15.0 million of payments on revolving credit facilities during 2024, whereas 2025 activity consisted of offsetting borrowings and repayments in 2025, resulting in no net change in financing cash flows for the year.

Also contributing to the offset was $2.2 million in net cash inflows related to the refinancing of long‑term debt obligations, including proceeds from the 2025 Credit Agreement, principal payments, and associated financing costs.

Table of C o ntents

Recently Issued Accounting Pronouncements

11 unchanged sentences

Financial Statements and Supplementary Data—Notes to the Consolidated Financial Statements—Note 2.

Significant accounting policies for a further description of our significant accounting policies, however, we believe that the following accounting estimates are considered critical to our business in order to obtain a full understanding and to evaluate our reported financial results.

The critical accounting estimates addressed below reflect our most significant judgments and estimates used in the preparation of our consolidated financial statements.

Significant Accounting Policies for a further description of our significant accounting policies.

The critical accounting estimates discussed below represent the most significant judgments and assumptions we use to prepare our consolidated financial statements and are important to understanding and interpreting our reported results.

Revenue Recognition Estimates

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Revenues are recorded at the transaction price, which is determined as the contracted price net of estimates of variable consideration resulting from discounts, rebates, returns, chargebacks, contractual allowances, estimated third-party payer settlements, and certain distribution and administration fees offered in customer contracts and other indirect customer contracts relating to the sale of products.

We establish reserves for the estimated variable consideration based on the amounts earned or eligible for claim on the related sales.

Where appropriate, these estimates take into consideration a range of possible outcomes, which are probability-weighted for relevant factors such as our historical experiences, current contractual requirements, specific known market events and trends, industry data and forecasted customer buying and payment patterns.

We establish reserves for the estimated variable consideration based on the amounts earned or eligible to be claimed on the related sales.

Where appropriate, these estimates take into consideration a range of possible outcomes, which are probability-weighted for relevant factors such as our historical experience, current contractual requirements, specific known market events and trends, industry data and forecasted customer buying and payment patterns.

The amount of variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period.

We regularly review all reserves and update them at the end of each reporting period as needed.

There were no significant adjustments arising from the change in estimates of variable consideration for the years ended December 31, 2024 and 2023.

We regularly update our reserves as new information becomes available, including newly received payer or customer invoices, by incorporating this information into our reserves at the end of each reporting period, as needed.

At the end of the third quarter of 2025, a large private insurance payer informed us that it had made changes to its claims data management and billing systems and that, as a result, we may experience significantly larger rebate volumes for our HA viscosupplement products than we had previously experienced.

Using the expected value method, we estimated the variable consideration related to this contract based on the range of possible outcomes and the probabilities of each outcome.

Rebates accrued under this contract, including the estimated impact of the billing system changes, totaled $16.4 million at December 31, 2025 compared to $14.4 million at December 31, 2024.

Accounts Receivable Allowances for Credit Losses

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We base the allowance on an assessment of customer creditworthiness, historical payment experience, the age of outstanding receivables and other information, as applicable.

Table of C o ntents

We record certain assets and liabilities at fair value.

25 unchanged sentences

After the initial valuation, the Company will use its best estimate to measure contingent consideration at each subsequent reporting period.

Gains and losses are recorded with selling, general and administrative expenses within the consolidated statements of operations and comprehensive loss.

Gains and losses are recorded in selling, general and administrative expenses within the consolidated statements of operations and comprehensive income (loss).

Impairment of Goodwill and Indefinite-Lived Intangible Assets

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We analyze all other indefinite-lived intangible assets qualitatively to determine if it is more likely than not that an impairment exists.

If we meet the criteria, we perform a quantitative analysis to determine if an impairment exists.

If we meet the qualitative criteria, we perform a quantitative analysis to determine if an impairment exists.

Our reporting units are U.S.

and International and we analyze each reporting unit separately in our impairment evaluations.

Our impairment process includes applying a quantitative impairment analysis to the fair value of the reporting unit and comparing it to its carrying value.

We used independent third-party valuation specialists in 2024 and 2023 using year-to-date October data in each year to assist management in performing our annual impairment evaluation.

We determine the fair value of U.S.

and International reporting units based primarily on an income approach, which incorporates the use of a discounted free cash flow analysis.

The discounted free cash flow analysis is based on significant judgments, including the current operating budgets, estimated long-term growth projections and future forecasts for each reporting unit.

We discount future cash flows based on a market comparable weighted average cost of capital rate for each reporting unit.

The discount rates used in the discounted free cash flow analyses reflect the risks inherent in the expected future cash flows generated by the respective intangible assets.

Market risk, industry risk and a small company premium has an impact on the discount rate.

The value of each reporting unit is determined on a stand-alone basis from the perspective of a market participant and represents the price we estimate we would receive in a sale of the reporting unit in an orderly transaction between market participants at the measurement date.

Significant judgments inherent in this analysis include estimating the amount and timing of future cash flows and the selection of appropriate discount rates, royalty rate and long-term growth rate assumptions.

Table of C o ntents

In 2025, we elected to perform a qualitative goodwill assessment to determine whether it is more likely than not that the carrying amount of any reporting unit exceeded its fair value.

This qualitative assessment considered the totality of relevant financial and entity specific factors, and consisted of:

(i) comparing the most recent fair value assessment performed in 2024 to the 2025 carrying value;

(ii) comparing estimated long-term growth projections and future forecasts completed by third-party specialists in 2024 to updated 2025 projections prepared by management;

and (iii) determining whether any events or circumstances occurred since the last quantitative analysis performed in 2024 that would have been likely to effect the fair value of the reporting unit.

Based on the qualitative assessment, we concluded that it is not more likely than not that the fair value of any reporting unit is below its carrying value.

Accordingly, a quantitative goodwill impairment test was not required.

Our impairment process in 2024 included applying a quantitative impairment analysis to the fair value of the reporting unit and comparing it to its carrying value.

We used independent third-party valuation specialists and year-to-date October data to assist management in performing the 2024 annual impairment evaluation.

We determined the fair value of U.S.

and International reporting units based primarily on an income approach, which incorporated the use of a discounted free cash flow analysis.

The discounted free cash flow analysis was based on significant judgments, including the current operating budgets, estimated long-term growth projections and future forecasts for each reporting unit.

We discounted future cash flows based on a market comparable weighted average cost of capital rate for each reporting unit.

The discount rates used in the discounted free cash flow analyses reflected the risks inherent in the expected future cash flows generated by the respective intangible assets.

Market risk, industry risk and a small company premium had impact on the discount rate.

The value of each reporting unit was determined on a stand-alone basis from the perspective of a market participant and represents the price we estimated we would have received in a sale of the reporting unit in an orderly transaction between market participants at the measurement date.

Significant judgments inherent in this analysis included estimating the amount and timing of future cash flows and the selection of appropriate discount rates, royalty rates and long-term growth rate assumptions.

Changes in estimates and assumptions could materially affect the determination of fair value for each reporting unit and could result in an impairment charge, which could be material to our financial position and results of operations.

On November 8, 2022, due to a significant decline in the value of our Class A common stock, circumstances became evident that a possible impairment existed as of the third quarter balance sheet date.

We concluded that the carrying value of the U.S.

reporting unit exceeded its fair value.

We recorded a non-cash goodwill impairment charge within the U.S.

reporting unit for the year ended December 31, 2022.

The impairment was recorded within impairment of goodwill on the consolidated statements of operations and comprehensive loss.

There were no goodwill impairment charges for the years ended December 31, 2024 and 2023.

There were no goodwill impairment charges for the years ended December 31, 2025, 2024 or 2023.

Refer to Item 8.

Financial Statements and Supplementary Data—Notes to the Consolidated Financial Statements—Note 3.

Balance sheet information.

Balance Sheet Information for further discussion regarding goodwill .

Equity-Based Compensation

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Restricted stock equity-based compensation expense is recognized over the vesting period.

We use the Monte Carlo simulation model to determine equity-based compensation expense generated from the granting of performance restricted stock units.

This model estimates total shareholder return for our Class A common stock relative to a peer group consisting of companies included in the Russell 2000 Medical Equipment Index, along with additional selected companies.

The fair value of time-based stock options is determined using the Black-Scholes valuation model, with such value recognized as expense over the service period, net of actual forfeitures.

11 unchanged sentences

The release of all or part of the valuation allowance against deferred tax assets may cause greater volatility in the effective tax rate in the periods in which it is reversed.

Table of C o ntents

We recognize a tax benefit from any uncertain tax positions only if they are more likely than not to be sustained upon examination based on the technical merits of the position.

10 unchanged sentences

We will continue to qualify as an emerging growth company until the earliest of:

• The last day of our fiscal year following the fifth anniversary of the date of our IPO;

• The last day of our fiscal year in which have annual gross revenues of $1.235 billion or more;

• December 31, 2026 (the last day of our fiscal year following the fifth anniversary of the date of our IPO);

• The last day of our fiscal year in which we have annual gross revenues of $1.235 billion or more;

• The date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt;

• The date on which we are deemed to be a “large accelerated filer,” which will occur at such time as we (1) have an aggregate worldwide market value of common equity securities held by non-affiliates of $700 million or more as of the last business day of our second fiscal quarter, (2) have been required to file annual and quarterly reports under the Exchange Act for a period of at least 12 months, (3) have filed at least one annual report pursuant to the Exchange Act, and (4) are not eligible to use the requirements for smaller reporting companies as defined in Rule 12b-2 under the Exchange Act (annual revenue less than $100 million and either no public float or a public float of less than $700 million).

Additionally, we are considered a “smaller reporting company,” as defined by Rule 12b-2 of the Exchange Act, which was determined as of the last day of our second fiscal quarter of 2024 (a “determination date”).

We will continue to be categorized as a smaller reporting company—accelerated filer until our public float reaches $250 million at a future determination date.

If we are a smaller reporting company at the time we cease to be an emerging growth company, we may rely on exemptions from certain disclosure requirements that are available to smaller reporting companies.

Specifically, as a smaller reporting company we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations including regarding executive compensation.

On June 28, 2025, we determined that we no longer qualify as a “smaller reporting company,” as defined by Rule 12b-2 of the Exchange Act.

Accordingly, we will not be able to avail ourselves of certain exemptions and relief from various reporting requirements available to smaller reporting companies beginning with our Quarterly Report on Form 10-Q for the quarterly period ended March 28, 2026.

We will continue to be required to comply with the “accelerated filer” disclosure obligations, subject to certain exemptions and relief from various reporting requirements that are applicable to emerging growth companies.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis