What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-03-05 compared with 2025-03-11 · 623 added, 477 removed, 908 unchanged (55% of the section changed)

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Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248 )

Consolidated Statements of Operations and Comprehensive L oss

Consolidated Statements of Operations and Comprehensive Income ( L oss)

Consolidated Balance Sheets

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Notes to the Consolidated Financial Statements

Significant accounting policies

Balance sheet information

Acquisitions and divestitures

Financial instruments

Fair value measurements

Equity-based compensation

Stockholders’ equity

Earnings per share

Restructuring costs

Commitments and contingencies

Revenue recognition

Discontinued operations

Significant A ccounting P olicies

Balance S heet I nformation

Di vestitures

Financial I nstruments

Fair V alue M easurements

Equity- B ased C ompensation

Stockholders’ E quity

Earnings P er S hare

Restructuring C osts

Income T axes

Commitments and C ontingencies

Revenue R ecognition

Discontinued O perations

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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We have audited the accompanying consolidated balance sheets of Bioventus Inc.

(a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes collectively referred to as the financial statements.

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

(a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Basis for opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

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March 5, 2026

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Bioventus Inc.

Consolidated Statements of Operations and Comprehensive Loss

Consolidated Statements of Operations and Comprehensive Income (Loss)

Years Ended December 31, 2025, 2024 and 2023

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Impairment of assets — 36,357 78,615

Impairment of goodwill — — 124,697

Loss on disposals 81 292 3,577

Operating loss ( 11,979 ) ( 81,725 ) ( 167,234 )

Operating income (loss) 53,975 ( 15,195 ) ( 81,725 )

Interest expense, net 26,486 38,792 40,676

Other (income) expense ( 1,645 ) ( 1,290 ) 9,770

Loss on extinguishment 326 — —

Other expense (income) 1,454 ( 1,645 ) ( 1,290 )

Other expense 28,266 37,147 39,386

Loss before income taxes ( 49,126 ) ( 121,111 ) ( 189,025 )

Income (loss) before income taxes 25,709 ( 52,342 ) ( 121,111 )

Income tax (benefit) expense, net ( 1,565 ) ( 5,293 ) 85

Net loss from continuing operations ( 43,833 ) ( 121,196 ) ( 144,651 )

Net income (loss) from continuing operations 27,274 ( 47,049 ) ( 121,196 )

Loss from discontinued operations, net of tax — — ( 74,429 )

Net loss ( 43,833 ) ( 195,625 ) ( 213,391 )

Loss attributable to noncontrolling interest - continuing operations 10,291 24,458 40,732

Net income (loss) 27,274 ( 47,049 ) ( 195,625 )

(Income) loss attributable to noncontrolling interest - continuing operations ( 4,542 ) 10,924 24,458

Loss attributable to noncontrolling interest - discontinued operations — — 14,937

Net loss attributable to Bioventus Inc.

Net income (loss) attributable to Bioventus Inc.

$ 22,732 $ ( 36,125 ) $ ( 156,230 )

Net loss $ ( 43,833 ) $ ( 195,625 ) $ ( 213,391 )

Other comprehensive loss, net of tax

Net income (loss) $ 27,274 $ ( 47,049 ) $ ( 195,625 )

Other comprehensive income (loss), net of tax

Change in prior service cost and unrecognized gain (loss)

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Change in foreign currency translation adjustments 1,806 ( 4,194 ) 1,140

Comprehensive loss ( 48,014 ) ( 194,493 ) ( 213,759 )

Comprehensive loss attributable to noncontrolling interest - continuing operations 11,105 24,230 40,811

Change in the fair value of cash flow hedges ( 991 ) — —

Comprehensive income (loss) 28,110 ( 51,230 ) ( 194,493 )

Comprehensive (income) loss attributable to noncontrolling interest - continuing operations ( 4,705 ) 11,738 24,230

Comprehensive loss attributable to noncontrolling interest - discontinued operations — — 14,937

Comprehensive loss attributable to Bioventus Inc.

Comprehensive income (loss) attributable to Bioventus Inc.

$ 23,405 $ ( 39,492 ) $ ( 155,326 )

Loss per share of Class A common stock from:

Continuing operations, basic and diluted $ ( 0.52 ) $ ( 1.54 ) $ ( 1.70 )

Discontinued operations, basic and diluted — ( 0.95 ) ( 0.89 )

Loss per share of Class A common stock, basic and diluted $ ( 0.52 ) $ ( 2.49 ) $ ( 2.59 )

Income (loss) per share of Class A common stock from:

Continuing operations—basic $ 0.34 $ ( 0.56 ) $ ( 1.54 )

Discontinued operations—basic — — ( 0.95 )

Basic income (loss) per Class A common stock $ 0.34 $ ( 0.56 ) $ ( 2.49 )

Continuing operations—diluted $ 0.33 $ ( 0.56 ) $ ( 1.54 )

Discontinued operations—diluted — — ( 0.95 )

Diluted income (loss) per Class A common stock $ 0.33 $ ( 0.56 ) $ ( 2.49 )

Weighted-average shares of Class A common stock outstanding:

basic and diluted:

64,547,474 62,647,554 61,389,107

Basic 66,622,631 64,547,474 62,647,554

Diluted 68,914,895 64,547,474 62,647,554

The accompanying notes are an integral part of these consolidated financial statements.

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Bioventus Inc.

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Deferred income tax liabilities 433 564

Contingent consideration — 18,150

Other long-term liabilities 15,348 23,102

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Accumulated deficit ( 334,929 ) ( 357,661 )

Accumulated other comprehensive (loss) income ( 2,573 ) 794

Accumulated other comprehensive loss ( 1,900 ) ( 2,573 )

Total stockholders’ equity attributable to Bioventus Inc.

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The accompanying notes are an integral part of these consolidated financial statements.

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Bioventus Inc.

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Issuance of Class A common stock for equity plans 1,204,422 1 — — 777 — — — 778

Deferred taxes on equity rebalancing — — — — ( 1,977 ) — — — ( 1,977 )

Net loss — — — — — — ( 156,230 ) ( 39,395 ) ( 195,625 )

Tax withholdings on equity-based compensation awards — — — — ( 3,352 ) — — — ( 3,352 )

Deconsolidation of noncontrolling interest — — — — — — — 247 247

Equity-based compensation — — — — 2,388 — — 334 2,722

Change in noncontrolling interest allocation — — — — 513 — — ( 513 ) —

Other comprehensive loss — — — — — ( 289 ) — ( 79 ) ( 368 )

December 31, 2022 62,063,014 $ 62 15,786,737 $ 16 $ 490,576 $ ( 110 ) $ ( 165,306 ) $ 86,984 $ 412,222

Issuance of Class A common stock for equity plans 1,204,422 1 — — 777 — — — 778

Net loss — — — — — — ( 156,230 ) ( 39,395 ) ( 195,625 )

Equity-based compensation — — — — 2,388 — — 334 2,722

Change in noncontrolling interest allocation — — — — 513 — — ( 513 ) —

Distributions to members — — — — — — — ( 111 ) ( 111 )

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Net loss — — — — — — ( 36,125 ) ( 10,924 ) ( 47,049 )

Change in noncontrolling interest allocation — — — — 495 — — ( 495 ) —

Equity-based compensation — — — — 10,904 — — 2,370 13,274

Change in noncontrolling interest allocations — — — — 495 — — ( 495 ) —

Other comprehensive loss — — — — — ( 3,367 ) — ( 814 ) ( 4,181 )

December 31, 2024 65,758,341 $ 66 15,786,737 $ 16 $ 508,092 $ ( 2,573 ) $ ( 357,661 ) $ 37,664 $ 185,604

Issuance of Class A common stock for equity plans 1,339,375 1 — — 2,073 — — — 2,074

Tax withholdings on equity-based compensation awards — — — — ( 9 ) — — — ( 9 )

Net income — — — — — — 22,732 4,542 27,274

Change in noncontrolling interest allocations — — — — 72 — — ( 72 ) —

Equity-based compensation — — — — 10,623 — — 2,050 12,673

Distributions to members — — — — — — — ( 5 ) ( 5 )

Cash flow hedging, net — — — — — ( 802 ) — ( 189 ) ( 991 )

Other comprehensive income — — — — — 1,475 — 352 1,827

December 31, 2025 67,097,716 $ 67 15,786,737 $ 16 $ 520,851 $ ( 1,900 ) $ ( 334,929 ) $ 44,342 $ 228,447

The accompanying notes are an integral part of these consolidated financial statements .

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Bioventus Inc.

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Operating activities:

Net loss $ ( 43,833 ) $ ( 195,625 ) $ ( 213,391 )

Net income (loss) $ 27,274 $ ( 47,049 ) $ ( 195,625 )

Loss from discontinued operations, net of tax — — ( 74,429 )

Loss from continuing operations ( 43,833 ) ( 121,196 ) ( 144,651 )

Adjustments to reconcile net loss to net cash from operating activities:

Income (loss) from continuing operations 27,274 ( 47,049 ) ( 121,196 )

Adjustments to reconcile net income (loss) to net cash from operating activities:

Depreciation and amortization 47,011 49,555 57,365

(Benefit) provision for expected credit losses ( 434 ) ( 1,103 ) 5,190

Equity-based compensation from 2021 Stock Incentive Plan 10,058 2,722 17,585

Provision (benefit) for expected credit losses 1,256 ( 434 ) ( 1,103 )

Equity-based compensation 12,673 13,274 2,722

Change in fair value of contingent consideration — 1,423 719

Change in fair value of interest rate swap — — ( 6,396 )

Deferred income taxes ( 5,394 ) ( 2,377 ) ( 46,658 )

Impairments of assets — 36,357 78,615

Loss on extinguishment 326 — —

Loss on disposals 81 292 3,577

Deferred income taxes ( 909 ) ( 5,394 ) ( 2,377 )

Unrealized (gain) loss on foreign currency fluctuations ( 360 ) ( 259 ) 665

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Investing activities:

Proceeds from sale of a business 24,678 34,675 —

(Settlement) proceeds from the sale of a business ( 686 ) 24,678 34,675

Purchase of property and equipment ( 2,562 ) ( 1,006 ) ( 7,362 )

Investments and acquisition of distribution rights — ( 709 ) —

Other — — ( 75 )

Net cash from investing activities - continuing operations ( 3,248 ) 22,963 27,313

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Receipt of deferred consideration — 4,500 —

Payment of contingent consideration ( 19,771 ) — —

Borrowing on revolver 45,000 — 64,000

Payment on revolver ( 45,000 ) ( 15,000 ) ( 49,000 )

Proceeds from the issuance of long-term debt, net of issuance costs — — 79,659

Proceeds from the issuance of long-term debt, net of discount 31,907 — —

Payments on the extinguishment of long-term debt ( 65,765 ) — —

Debt financing costs ( 697 ) ( 1,180 ) ( 3,661 )

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Effect of exchange rate changes on cash 371 ( 2,560 ) 629

Net change in cash, cash equivalents and restricted cash 4,618 5,127 ( 67,376 )

Cash, cash equivalents and restricted cash at the beginning of the period 36,964 31,837 99,213

Cash, cash equivalents and restricted cash at the end of the period $ 41,582 $ 36,964 $ 31,837

Net change in cash and cash equivalents 9,656 4,618 5,127

Cash and cash equivalents at the beginning of the period 41,582 36,964 31,837

Cash and cash equivalents at the end of the period $ 51,238 $ 41,582 $ 36,964

Supplemental disclosure of noncash investing and financing activities

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The accompanying notes are an integral part of these consolidated financial statements.

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Bioventus Inc.

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Bioventus Inc.

(together with its subsidiaries, the “Company”) was formed as a Delaware corporation for the purpose of facilitating an initial public offering and other related transactions in order to carry on the business of Bioventus LLC and its subsidiaries (“BV LLC”).

(together with its subsidiaries, the “Company”) was formed as a Delaware corporation for the purpose of facilitating an initial public offering (“IPO”) and other related transactions to carry on the business of Bioventus LLC and its subsidiaries (“BV LLC”).

Bioventus Inc.

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BV LLC commenced operations in May 2012.

On February 16, 2021, the Company completed its initial public offering (“IPO”), which was conducted through what is commonly referred to as an umbrella partnership C Corporation (“UP-C”) structure.

On February 16, 2021, the Company completed its IPO, which was conducted through what is commonly referred to as an umbrella partnership C Corporation (“UP-C”) structure.

The Company has majority interest, sole voting interest, and controls the management of BV LLC.

As a result, the Company consolidates the financial results of BV LLC and reports a noncontrolling interest representing the interest of BV LLC held by its continuing LLC owner.

The Company is focused on helping patients recover and live life to the fullest by relieving pain and addressing musculoskeletal challenges through a diverse portfolio of high-quality, innovative and clinically-proven solutions.

The Company is a global medical device company focused on helping patients recover and live life to the fullest by relieving pain and addressing musculoskeletal challenges through a diverse portfolio of high-quality, innovative, and clinically-proven solutions.

The Company is headquartered in Durham, North Carolina and had approximately 930 employees at December 31, 2025.

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The 13-week quarterly periods for fiscal year 2025 ended on March 29, June 28 and September 27.

Comparable periods for 2023 ended on April 1, July 1 and September 30.

The fourth and first quarters may vary in length depending on the calendar year.

Comparable periods for 2024 ended on March 30, June 29 and September 28.

The first and fourth quarters may vary in length depending on the calendar year.

Revision of Previously Issued Financial Statements for Correction of Immaterial Error

During the quarter ended March 29, 2025, the Company identified an error in its equity-based compensation expense, which is recorded in selling, general, and administrative expense and research and development expense for the fiscal year ended December 31, 2024 and related quarterly periods.

The Company’s third-party administrator unintentionally changed the grant-date fair value of the restricted stock units granted on March 15, 2024.

The change made by the third-party administrator occurred after the Company had performed its routine quarterly review over the accuracy and completeness of the fair value of new grants in its system.

As a result, equity-based compensation expense was calculated in the system based on an incorrect value, causing an understatement of equity-based compensation expense as reflected in the below analysis.

The Company identified the misstatement during its preparation and review of the definitive proxy statement for the Company’s 2025 Annual Meeting of Stockholders.

The misstatement did not impact revenues or cash flows.

The annual financial statements affected by this error included the consolidated statements of operations and comprehensive income (loss), consolidated balance sheets and consolidated statements of changes in stockholders’ equity issued in the Company’s filed Annual Report on Form 10-K for the year ended December 31, 2024.

The quarterly statements impacted by the error included the consolidated condensed statements of operations and comprehensive income (loss), consolidated condensed balance sheets and consolidated condensed statement of changes in stockholders’ equity issued in the Company’s Quarterly Reports filed on Form 10-Q for the periods ended March 30, June 29 and September 28, 2024.

The Company concluded that these errors were not material, individually or in the aggregate, as evaluated under the Securities and Exchange Commission Staff Accounting Bulletin Topic 1.M - Materiality, Topic 1.N - Considering the Effects of Prior Year Misstatements in Current Year Financial Statements and Financial Accounting Standards Board ASC 250-10, Accounting Changes and Error Corrections.

To facilitate comparison between periods, the Company will adjust previously reported financial information for the immaterial error in future filings, as further explained below.

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The Company revised the following amounts in the consolidated statements of operations and comprehensive income (loss), the consolidated balance sheets and the consolidated statements of changes in stockholders’ equity, as applicable, originally reported in the Form 10-K for the annual period ended December 31, 2024, in this Annual Report on Form 10-K for the year ended December 31, 2025:

Consolidated Statements of Operations and Comprehensive Loss —

Year Ended December 31, 2024 As Previously Reported Adjustments As Adjusted

Selling, general and administrative expense $ 340,894 $ 2,904 $ 343,798

Research and development expense 13,639 312 13,951

Operating loss ( 11,979 ) ( 3,216 ) ( 15,195 )

Loss before income taxes ( 49,126 ) ( 3,216 ) ( 52,342 )

Net loss ( 43,833 ) ( 3,216 ) ( 47,049 )

Loss attributable to noncontrolling interest 10,291 633 10,924

Net loss attributable to Bioventus Inc.

( 33,542 ) ( 2,583 ) ( 36,125 )

Comprehensive loss ( 48,014 ) ( 3,216 ) ( 51,230 )

Comprehensive loss attributable to noncontrolling interest 11,105 633 11,738

Comprehensive loss attributable to Bioventus Inc.

( 36,909 ) ( 2,583 ) ( 39,492 )

Loss per share of Class A common stock - basic and diluted $ ( 0.52 ) $ ( 0.04 ) $ ( 0.56 )

Consolidated Balance Sheets — December 31, 2024 As Previously Reported Adjustments As Adjusted

Additional paid in capital $ 505,509 $ 2,583 $ 508,092

Accumulated deficit ( 355,078 ) ( 2,583 ) ( 357,661 )

Consolidation

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All intercompany balances and transactions have been eliminated in consolidation.

Reclassifications

Certain prior period amounts have been reclassified to conform to current period presentation.

During the first quarter of 2024, the Company reclassified revenue and expense of the SonicOne Ultrasonic Cleansing and Debridement Systems (“SonicOne”) from the Restorative Therapies to the Surgical Solutions business as its capabilities to remove devitalized or necrotic tissue and fiber deposits more closely align with Surgical Solutions’ soft tissue management.

The reclassification of SonicOne activity affected prior presentation of disaggregated revenue by business, which is detailed further in Note 13.

Revenue recognition .

The reclassification had no effect on previously reported total revenues, net loss, other comprehensive loss, stockholders’ equity or cash flows.

Unless otherwise noted, all financial information in the consolidated financial statement footnotes reflects the Company’s results from continuing operations.

Segment Reporting

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Actual results may differ from those estimates.

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Significant Accounting Policies

Recently Issued Accounting Pronouncements Not Yet Adopted

In addition to being both a smaller reporting company and an emerging growth company, the Company is an accelerated filer under SEC rules and regulations.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2023-09 (“ASU 2023-09”), Income Taxes, which enhances the transparency of income tax disclosures by expanding annual disclosure requirements related to the rate reconciliation and income taxes paid.

The amendments are effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The amendments should be applied on a prospective basis.

Retrospective application is permitted.

The Company is currently evaluating ASU 2023-09 to determine its impact on the Company's disclosures.

In addition to qualifying both as a smaller reporting company and emerging growth company, the Company is an accelerated filer under SEC rules and regulations for purposes of this Annual Report.

In December 2025, The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2025-11 (“ASU 2025-11”), Interim Reporting (Topic 270).

The amendments in this update result in a comprehensive list of interim disclosures that are required by U.S.

The objective of ASU 2025-11 is to provide clarity about the current requirements, rather than evaluate whether to expand or reduce interim disclosure requirements.

The amendments in ASU 2025-11 also include a disclosure principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity.

The intent of the disclosure principle, which is modeled after previous disclosure requirements, is to help entities determine whether disclosures not specified in Topic 270 should be disclosed in interim reporting periods.

The amendments in ASU 2025-11 also clarify the applicability of Topic 270, the types of interim reporting, and the form and content of interim financial statements in accordance with U.S.

The FASB expects that these clarifications will enhance consistency in interim reporting for all entities.

ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted and the amendments in 2025-11 can be applied either prospectively or retrospectively to any or all prior periods presented in the financial statements.

The Company is currently evaluating ASU 2025-11 to determine its impact on the Company’s consolidated financial statements and disclosures, as well as the method and timing of adoption.

In November 2025, the FASB issued Accounting Standards Update 2025-09 (“ASU 2025-09”), Derivatives and Hedging (Topic 815).

The objective of ASU 2025-09 is to more closely align hedge accounting with the economics of an entity’s risk management activities.

The amendments included in ASU 2025-09 intend to better reflect strategies in financial reporting by enabling entities to achieve and maintain hedge accounting for highly effective economic hedges of forecasted transactions by:

(1) expanding the hedged risks permitted to be aggregated in a group of individual forecasted transaction, thereby enabling entities to apply hedge accounting to potentially broader portfolios of forecasted transactions;

(2) establishing an operable model to facilitate the application of cash flow hedge accounting to forecasted interest payments on variable-rate debt instruments with contractual terms that permit the borrower to change the interest rate index and interest rate frequency upon which interest is accrued;

(3) expanding hedge accounting for forecasted purchases and sales of nonfinancial assets;

(4) updating the hedge accounting guidance to accommodate differences in the loan and swap markets that developed after the cessation of the London Interbank Offered Rate;

and (5) eliminating the recognition and presentation mismatch related to a dual hedge strategy.

ASU 2025-09 will be effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods.

Early adoption is permitted on any date on or after the issuance of ASU 2025-09.

The amendments under ASU 2025-09 must be adopted on a prospective basis for all hedging relationships.

An entity may elect to adopt ASU 2025-09 for hedging relationships that exist as of the date of adoption and are permitted to modify certain critical terms of certain existing hedging relationships without dedesignating the hedge.

The Company is currently evaluating ASU 2025-09 to determine its impact on the Company’s consolidated financial statements and disclosures.

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In September 2025, the FASB issued Accounting Standards Update 2025-06 (“ASU 2025-06”), Intangibles—Goodwill and Other—Internal-Use Software.

ASU 2025-06 eliminates prescriptive and sequential software development stages, thus requiring companies to capitalize software costs when both of the following occur:

(1) management authorizes and commits to funding the software project;

and (2) it is probable that the project will be completed and the software will be used to perform its intended function (referred to as the “probable-to-complete recognition method”).

In evaluating the probable-to-complete recognition method, an entity must consider whether there is significant uncertainty associated with the development activities of the software (referred to as “significant development uncertainty”).

The two factors to consider in determining whether there is significant development uncertainty are whether:

(1) the software being developed has technological innovations or novel, unique, or unproven functions or features, and the uncertainty related to those technological innovations, functions, or features, if identified, has not been resolved through coding and testing;

and (2) the company has determined what it needs the software to do (for example, functions or features), including whether the company has identified or continues to substantially revise the software’s significant performance requirements.

ASU 2025-06 specifies that the disclosures in Subtopic 360-10, Property, Plant, and Equipment—Overall are required for all capitalized internal-use software costs, regardless of how the company presents those costs in the financial statements.

Additionally, ASU 2025-06 clarifies that the intangibles disclosures are not required for capitalized internal-use software costs.

Further, ASU 2025-06 supersedes the website development costs guidance and incorporates the recognition requirements for website-specific development costs from Subtopic 350-50 into Subtopic 350-40.

ASU 2025-06 will be effective for all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods.

Early adoption is permitted as of the beginning of an annual reporting period.

The amendments under ASU 2025-06 may be adopted prospectively, retrospectively, or with modified transition adoption for certain in-process projects.

The Company is currently evaluating ASU 2025-06 to determine its impact on the Company’s consolidated financial statements and disclosures, as well as the method and timing of adoption.

In November 2024, the FASB issued Accounting Standards Update 2024-03 (“ASU 2024-03”), Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, which requires additional disclosures regarding income statement expense categories.

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Clarifying the Effective Date, further defining that ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within the annual reporting periods beginning after December 15, 2027.

The Company is currently evaluating ASU 2024-03 to determine the impact on the Company’s disclosures and plans to adopt ASU 2024-03 in the Company’s annual report on Form 10-K for the fiscal year ending December 31, 2027.

The Company expects that further disaggregation of income statement captions will be necessary, which will be disclosed in the notes to the consolidated financial statements.

Accounting pronouncements recently adopted

In November 2023, the FASB issued Accounting Standards Update 2023-07 (“ASU 2023-07”), Segment Reporting, which improves reportable segment disclosure requirements.

ASU 2023-07 primarily enhances disclosures about significant segment expenses by requiring that a public entity disclose significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss.

ASU 2023-07 also (i) requires that a public entity disclose, on an annual and interim basis, an amount for other segment items by reportable segment, and a description of its composition;

(ii) requires that all annual disclosures are provided in the interim periods;

(iii) clarifies that if the CODM uses more than one measure of profitability in assessing segment performance and deciding how to allocate resources, that one or more of those measures may be reported;

(iv) requires disclosure of the title and position of the CODM and a description of how the reported measures are used by the CODM in assessing segment performance and in deciding how to allocate resources;

(v) requires that an entity with a single segment provide all new required disclosures.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 and requires retrospective application.

Early adoption is permitted.

The amendments under ASU 2023-07 relate to financial disclosures and its adoption will not have an impact on the Company’s results of operations, financial position or cash flows.

The Company adopted the provisions of ASU 2023-07 on December 31, 2024.

The amendments in this update should be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this update, or (2) retrospectively to any or all prior periods presented in the financial statements.

The Company is currently evaluating ASU 2024-03 to determine its impact on the Company’s disclosures and method of adoption and plans to adopt ASU 2024-03 in the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2027.

The Company expects that further disaggregation of income statement captions will be necessary, which will be disclosed in the notes to the consolidated financial statements upon the adoption of ASU 2024-03.

Accounting Pronouncements Recently Adopted

The Company adopted FASB’s Accounting Standards Update 2023-09, Income Taxes, for the annual period ended December 31, 2025 on a retrospective basis.

Refer to Note 11.

Segments for further details.

Income Taxe s for further details regarding impact of adoption.

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Variable Interest Entity

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The assets and liabilities of foreign subsidiaries whose functional currency is the local currency are translated into U.S.

dollars at rates of exchange in effect at the close of their period end.

Equity accounts are translated at their historical rates.

Dollars at exchange rates in effect at the end of the reporting period.

Equity accounts are translated at historical exchange rates.

Revenues and expenses are translated at the exchange rate on the transaction date.

Translation gains and losses are accumulated within accumulated other comprehensive loss as a separate component of equity.

Foreign currency transaction gains and losses are included in other (income) expense on the consolidated statements of operations and other comprehensive loss.

There was a gain of $ 1,306 and $ 351 for the years ended December 31, 2024 and December 31, 2023, respectively, and a loss of $ 250 for the year ended December 31, 2022.

Comprehensive loss

Comprehensive loss consists of two components:

net loss and other comprehensive loss, which refers to gains and losses that are recorded under U.S.

GAAP as an element of stockholders’ equity and is excluded from net loss.

The Company’s other comprehensive loss consists of a defined benefit plan adjustment and foreign currency translation adjustments from those subsidiaries not using the U.S.

Translation adjustments resulting from this process are included in accumulated other comprehensive income (loss) as a separate component of stockholders’ equity.

Foreign currency transaction gains and losses are included in other expense (income) in the consolidated statements of operations and other comprehensive income (loss).

The Company recorded foreign currency transaction losses of $ 1,976 for the year ended December 31, 2025 and gains of $ 1,306 and $ 351 for the years ended December 31, 2024 and 2023, respectively.

Comprehensive Income (Loss)

Comprehensive income (loss) consists of two components:

net income (loss) and other comprehensive income (loss), which refers to gains and losses that are recorded under U.S.

GAAP as an element of stockholders’ equity and is excluded from net income (loss).

The Company’s other comprehensive income (loss) consists of a defined benefit plan adjustment, changes in fair value of interest rate swaps, and foreign currency translation adjustments from those subsidiaries not using the U.S.

Dollar as their functional currency.

Cash, cash equivalents and restricted cash

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Cash and Cash Equivalents

Cash equivalents consist of highly liquid investments with an original maturity of three months or less at date of purchase.

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The Company maintains cash balances in the United States in excess of the federally insured limits.

Restricted cash is cash the Company holds for specific reasons and is not available for immediate business use.

The Company has historically used derivative instruments to manage exposures to interest rates.

Derivatives are recorded on the balance sheet at fair value at each balance sheet date and the Company does not designate whether the derivative instrument is an effective hedge.

Changes in the fair values of derivative instruments are recognized in the consolidated statements of operations and comprehensive loss .

The Company had entered, and may in the future enter, into derivative contracts related to its debt.

Refer to Note 5.

Financial instruments for further details regarding the Company’s derivatives.

The Company records certain assets and liabilities at fair value.

Refer to Note 6.

Fair value measurements for details regarding assets and liabilities measured at fair value.

Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date.

A three-level fair value hierarchy that prioritizes the inputs used to measure fair value is described below.

This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs.

Assets and liabilities are categorized based on the lowest level that is significant to the valuation.

The three levels of inputs used to measure fair value are as follows:

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for that asset or liability in an orderly transaction between market participants at the measurement date.

The Company applies a three-level fair value hierarchy that prioritizes the input used in measuring fair value.

This hierarchy requires the use of observable inputs whenever available and minimizes the use of unobservable inputs.

Assets and liabilities are categorized within the hierarchy based on the lowest level input that is significant to the fair value measurement:

• Level 1—Quoted prices in active markets for identical assets or liabilities;

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This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

Refer to Note 6.

Fair Value Measurements for further details regarding the Company’s assets and liabilities measured at fair value.

Revenue Recognition

Sale of Products

The Company derives revenue primarily from product sales in its (i) Pain Treatments portfolio, which includes osteoarthritic (“OA”) pain treatments, which are hyaluronic acid (“HA”), viscosupplementation therapies and peripheral nerve stimulation products, (ii) Surgical Solutions portfolio, which includes bone graft substitutes, tissue resection, ultrasonic bone cutting and sculpting systems and other surgical products, and (iii) Restorative Therapies portfolio, which includes minimally invasive fracture treatments and rehabilitation products.

The Company sells product directly to healthcare institutions, patients, distributors and dealers.

The Company also enters arrangements with pharmacy and health benefit managers that provide for privately negotiated rebates, chargebacks and discounts with respect to the purchase of the Company’s products.

The Company sells directly to healthcare institutions, patients, distributors and dealers.

The Company also enters into arrangements with pharmacy and health benefit managers that provide for privately negotiated rebates, chargebacks and discounts with respect to the purchase of the Company’s products.

The Company recognizes revenue generally at a point in time upon transfer of control of the promised product to customers in an amount that reflects the consideration it expects to receive in exchange for those products.

The Company excludes taxes collected from customers and remitted to governmental authorities from revenues.

The Company excludes taxes collected from customers and remitted to government authorities from revenues.

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.

The Company establishes reserves for the estimated variable consideration based on the amounts earned or eligible for claim on the related sales.

The Company establishes 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 the Company’s 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.

The Company regularly reviews all reserves and updates 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, 2023 and 2022.

The Company regularly updates its reserves as new information becomes available, including newly received payer or customer invoices, by incorporating this information into its 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 the Company that it had made changes to its claims data management and billing systems and that, as a result, the Company could experience significantly larger rebate volumes for its HA viscosupplement products than the Company had previously experienced.

Using the expected value method, the Company 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 $ 16,401 at December 31, 2025 compared to $ 14,449 at December 31, 2024.

Pain Treatments

Revenue from customers, such as healthcare providers, distribution centers or specialty pharmacies, is recognized at the point in time when control is transferred to the customer, typically upon shipment.

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Distributor Chargebacks

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The Company recognizes revenue when the surgery has been performed.

Control of the product is not transferred until the customer consumes it, as the Company is able to require the return or transfer of the product to a third-party prior to the products use.

Control of the product is not transferred until the customer consumes it, as the Company is able to request the return or transfer of the product to a third-party prior to the product’s use.

An unconditional obligation to pay for the product does not exist until the customer uses it.

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Implicit price concessions represent differences between amounts billed and the amounts the Company expects to collect from patients, which considers historical collection experience and current market conditions.

The Company recognizes revenue from other restorative therapies products generally at the point in time when control is transferred to the customer, either upon shipment or reaching the destination, depending on the product.

The Company recognizes revenue from other restorative therapies products generally at the point in time when control is transferred to the customer, either upon shipment or delivery, depending on the product.

Product Returns

1 unchanged sentence

The Company records a liability for expected returns based on probability-weighted historical data.

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Accounts Receivable, Net

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These incremental costs include the Company’s sales incentive programs for the internal sales force and third-party sales agents as the compensation is commensurate with annual sales activities.

These costs are included in selling, general and administrative expense on the consolidated statements of operations and comprehensive loss .

These costs are included in selling, general and administrative expense on the consolidated statements of operations and comprehensive income (loss).

The Company values its inventory at the lower of cost or net realizable value and adjusts for the value of inventory that is estimated to be excess, obsolete or otherwise unmarketable.

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During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with a corresponding offset to goodwill.

Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded within the consolidated statements of operations and comprehensive loss .

Subsequent changes in the estimated fair value of contingent consideration are recognized in earnings in the period of change.

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Long-Lived Assets

The carrying values of property, equipment, intangible assets as well as other long-lived and indefinite lived assets are reviewed for recoverability if the facts and circumstances suggest that a potential impairment may have occurred.

If this review indicates that carrying values may not be recoverable, the Company will perform an assessment to determine if an impairment charge is required to reduce carrying values to estimated fair value.

If quoted market prices are not available, the Company estimates fair value using an undiscounted value of estimated future cash flows.

The carrying values of property, equipment, intangible assets, and other long-lived and indefinite-lived assets are reviewed for recoverability if facts, events or changes in circumstances indicate that a potential impairment might have occurred.

If such a review indicates that carrying values may not be recoverable, the Company performs an assessment to determine if an impairment charge is required to reduce carrying values to estimated fair value.

If quoted market prices are not available, fair value is estimated using an undiscounted value of estimated future cash flows.

Upon retirement or sale of property and equipment, the cost of assets disposed of and the related accumulated depreciation and amortization are removed from the accounts, and any resulting gain or loss is included in income from operations.

The Company recorded an impairment loss of $ 33,901 for the year ended December 31, 2024 within the U.S.

reporting segment for net intellectual property attributable to the Company’s Advanced Rehabilitation Business, which includes products such as the L100, L300 Go, L360, H200, Vector Gait & Safety System and Bioness Integrated Therapy System (BITS).

The loss was recorded in impairment of assets within the consolidated statements of operations and comprehensive loss .

The Company recorded an impairment loss of $ 33,901 during the year ended December 31, 2024 within the U.S.

reporting segment for net intellectual property attributable to the Advanced Rehabilitation Business, which includes products such as the L100, L300 Go, L360, H200, Vector Gait & Safety System and Bioness Integrated Therapy System (BITS).

This loss was recorded in impairment of assets within the consolidated statements of operations and comprehensive income (loss).

Refer to Note 4.

Acquisitions and divestiture s for further information regarding the sale of advanced rehabilitation products and the impairment loss.

The Company recorded impairment losses during the year ended December 31, 2024 within the U.S.

reporting segment for two right-of-use assets related to office and warehouse spaces.

The Company ceased to use these assets during 2024, but has the intent and ability to sublease them.

During the fourth quarter of 2024, the probability of subleasing the spaces declined due to continued market saturation and being closer to the end of these leases.

The Company performed a recoverability analysis, concluding that the carrying value of the right-of-use assets exceeded the undiscounted future cash flows on potential subleases, triggering an impairment calculation.

The Company utilized prices for similar assets in their respective markets and probability-based assumptions on future sublease opportunities to determine the fair value of the right-of-use assets.

The carrying values of the right-of-use assets exceed their fair values, which resulted in a $ 2,456 loss recorded in impairment of assets within the consolidated statements of operations and comprehensive loss .

The Company recorded an impairment loss of $ 78,615 for the year ended December 31, 2023 in the U.S.

reporting segment of net intellectual property attributable to the TheraSkin and TheraGenesis products, which were sold in May 2023.

The loss was recorded in impairment of assets within the consolidated statements of operations and comprehensive loss .

Divestiture s for further information regarding the sale of advanced rehabilitation products and the impairment loss.

The Company recorded impairment losses of $ 2,456 for two right-of-use assets related to office and warehouse spaces during the year ended December 31, 2024.

The Company ceased using these assets during 2024 and intended to sublease them.

During the fourth quarter of 2024, the probability of subleasing declined due to market saturation and proximity to lease expiration.

A recoverability analysis indicated that the carrying values exceeded undiscounted future cash flows on potential subleases, triggering impairment.

Fair value was determined using market prices for similar assets and probability-based assumptions on sublease opportunities.

The carrying values of the right-of-use assets exceeded their fair values, resulting in a loss recorded in the impairment of assets within the consolidated statements of operations and comprehensive income (loss).

The Company recorded an impairment loss of $ 78,615 during the year ended December 31, 2023 within the U.S.

reporting segment related to net intellectual property attributable to the TheraSkin and TheraGenesis products, which were sold in May 2023.

The loss was recorded in impairment of assets within the consolidated statements of operations and comprehensive income (loss).

Refer to Note 4.

Acquisitions and divestitures for further information regarding this impairment.

Divestitures for further information regarding this impairment.

Except for the previously described impairments of intangibles, there were no other events, facts or circumstances for the years ended December 31, 2025, 2024 and 2023 that resulted in any impairment charges to the Company’s property, equipment, intangible or other long-lived assets.

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Intangible Assets

Finite-lived intangible assets were initially recorded at fair value upon acquisition and are amortized using the straight-line method over their estimated weighted average useful lives in years are as follows:

Finite‑lived intangible assets were initially recorded at fair value upon acquisition and are amortized using the straight‑line method over their estimated weighted‑average useful lives.

The useful lives (in years) are as follows:

Weighted Average Useful Life

2 unchanged sentences

Developed technology 9.7

Goodwill is evaluated for impairment annually or more frequently if events or changes in circumstances indicate that goodwill might be impaired.

The Company assesses goodwill impairment by applying a quantitative impairment analysis comparing the carrying value of the Company’s reporting units to their respective fair values.

A goodwill impairment exists if the carrying value of the reporting unit exceeds its fair value.

The Company has two reporting units and assesses impairment based upon qualitative factors and if necessary, quantitative factors.

The Company evaluates goodwill for impairment annually on October 31, or more frequently if events or changes in circumstances indicate that the asset might be impaired.

The Company evaluates Goodwill separately for its two reporting units:

and International.

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For the current year, the Company performed a qualitative assessment to determine whether it was more likely than not that the fair value of the international reporting unit was less than its carrying amount.

There was no goodwill balance in the U.S.

reporting unit.

This qualitative assessment considered all relevant macroeconomic, industry, financial, and entity‑specific factors in accordance with ASC 350 .

Specifically, the Company compared the results of its most recent fair value quantitative assessment from 2024 to the 2025 carrying values and concluded that the fair value significantly exceeded the carrying amount of the reporting unit.

The Company also determined no events or circumstances occurred since the last quantitative analysis that would have been likely to cause a significant decrease in the fair value of the reporting unit.

Further, the Company evaluated updated long-term growth projections, noting that no factors indicated a quantitative analysis should be performed.

Accordingly, a quantitative goodwill impairment test was not deemed necessary in accordance with ASC 350.

In prior years, the Company elected to bypass the qualitative assessment and performed a quantitative goodwill impairment analysis.

A reporting unit's fair value is determined using the income approach and discounted cash flow models by utilizing Level 3 inputs and assumptions such as future cash flows, discount rates, long-term growth rates, market value and income tax considerations.

Specifically, the value of each reporting unit is determined on a stand-alone basis from the perspective of a market participant and represents the price estimated to be received in a sale of the reporting unit in an orderly transaction between market participants at the measurement date.

The Company performs its annual goodwill impairment test on October 31.

If the fair value of the reporting unit is less than its carrying value, the Company will recognize the difference as an impairment loss, which is limited to the amount of goodwill allocated to the reporting units.

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

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

The Company concluded that the carrying value of the U.S.

reporting unit exceeded its fair value.

The Company 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 assets on the consolidated statements of operations and comprehensive loss .

Refer to Note 3.

Balance sheet information for further details.

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

If so, the Company performs a quantitative analysis to determine whether, and to what extent, an impairment exists.

There were no impairment charges on indefinite-lived intangible assets for the years ended December 31, 2025, 2024 and 2023.

Software Development Costs

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Supplier D 6 % 7 % 7 %

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Accounts payable to these significant suppliers at December 31 were as follows:

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Restructuring Costs

The Company has restructured portions of its operations and future restructuring activities are possible.

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

Although 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.

The Company has restructured portions of its operations and may engage in future restructuring activities.

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

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

Restructuring costs are recorded at estimated fair value.

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

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

These costs have generally consisted of employee severance and related benefits, lease termination and facility closure costs and other exit-related expenses.

Equity-Based Compensation

2 unchanged sentences

The Company utilizes the straight-line amortization method to recognize the expense associated with the awards with graded vesting terms.

Compensation expense is included in selling, general and administrative expense and research and development expense on the consolidated statement of operations and comprehensive loss based upon the classification of the employees who were granted the awards.

Compensation expense is included in selling, general and administrative expense and research and development expense on the consolidated statement of operations and comprehensive income (loss) based upon the classification of the employees who were granted the awards.

Advertising Costs

Advertising costs include costs incurred to promote the Company’s business and are expensed as incurred and recorded as selling, general and administrative expense within the consolidated statement of operations and comprehensive loss .

Advertising costs were $ 4,140 , $ 4,422 and $ 3,853 for the years ended December 31, 2025, 2024 and 2023, respectively.

6 unchanged sentences

Alliances created by such agreements are not legal entities, have no employees, no assets and have no true operations.

These arrangements create contractual rights and the Company accounts for these alliances as a collaborative arrangement by reporting costs incurred from transactions within research and development expense within the consolidated statements of operations.

These arrangements create contractual rights and the Company accounts for these alliances as collaborative arrangements by reporting costs incurred from transactions within research and development expense within the consolidated statements of operations comprehensive income (loss).

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Contingencies

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$ 128,303 $ 127,393

Due to the short-term nature of its receivables, the estimate of expected credit losses is based on aging of the account receivable balances.

Due to the short-term nature of the Company’s receivables, the estimate of expected credit losses is based on the aging of its accounts receivables.

The allowance is adjusted on a specific identification basis for certain accounts as well as pooling of accounts with similar characteristics.

The Company has a diverse customer base with no single customer representing ten percent or more of sales.

The Company had one customer representing approximately 20.4 % and 16.0 % of the accounts receivable balance as of December 31, 2024 and 2023, respectively.

The Company has a diverse customer base and had one customer representing approximately 28.1 % and 20.4 % of the accounts receivable balance as of December 31, 2025 and 2024, respectively.

Historically, the Company’s reserves have been adequate to cover credit losses.

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Changes in credit losses were as follows for the years ended December 31:

Beginning balance $ ( 2,864 ) $ ( 4,219 )

Benefit for expected credit losses 434 1,103

(Provision) benefit for expected credit losses ( 1,256 ) 434

Write-offs 1,728 4,334

7 unchanged sentences

Property and Equipment, Net

Property and equipment consisted of the following as of December 31:

Property and equipment, net consisted of the following as of December 31:

Computer equipment and software $ 38,403 $ 41,355

6 unchanged sentences

76,163 77,198

Less accumulated depreciation ( 50,186 ) ( 40,504 )

Accumulated depreciation ( 54,264 ) ( 50,186 )

$ 21,899 $ 27,012

1 unchanged sentence

The Company incurred a $ 2,038 disposal loss on fixed assets during the year ended December 31, 2023 as a result of the integration of acquisitions.

The loss is recorded in loss on disposals within the consolidated condensed statements of operations and other comprehensive loss.

The Company’s goodwill totaled $ 7,462 as of December 31, 2024 and 2023, which fully resides within the International business segment.

Accumulated impairment charges totaled $ 189,197 as of December 31, 2024, resulting from a significant decline in the Company’s Class A common stock during the year ended December 31, 2022.

The non-cash goodwill impairment charge was recorded within the United States reporting unit, of which $ 124,697 was recorded in the impairment of assets and $ 64,500 in loss on discontinued operations, net of tax within the consolidated statements of operations and comprehensive loss .

The loss was recorded in loss on disposals within the consolidated statements of operations and other comprehensive income (loss).

The Company’s goodwill totaled $ 7,462 as of December 31, 2025 and 2024, all of which fully resides within the International business segment.

Accumulated goodwill impairment losses totaled $ 189,197 as of December 31, 2025 and 2024.

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Intangible Assets, Net

Intangible assets consisted of the following as of December 31:

Intangible assets, net consisted of the following as of December 31:

Intellectual property (a)(b)

1 unchanged sentence

Distribution rights 61,325 61,325

Customer relationships 57,700 57,950

IPR&D 5,500 5,500

Customer relationships (c)

Developed technology and other 13,998 13,998

4 unchanged sentences

Distribution rights ( 58,783 ) ( 54,280 )

Customer relationships ( 57,700 ) ( 57,950 )

Customer relationships (c)

Developed technology and other ( 9,634 ) ( 8,486 )

4 unchanged sentences

(a) The Company recorded an impairment loss of $ 33,901 for the year ended December 31, 2024 within the U.S.

reporting segment relating to the net intellectual property solely attributable to the Company’s Advanced Rehabilitation Business.

The loss was recorded in impairment of assets within the consolidated statements of operations and comprehensive loss.

reporting segment relating to the net intellectual property solely attributable to the Advanced Rehabilitation Business.

The loss was recorded in impairment of assets within the consolidated statements of operations and comprehensive income (loss).

Refer to Refer to Note 4.

Acquisitions and divestitures for further details regarding businesses held for sale.

(b) The Company recorded an impairment loss of $ 78,615 for the year ended December 31, 2023 in the U.S.

reporting segment of net intellectual property attributable to the TheraSkin and TheraGenesis products, which were sold in May 2023.

The loss was recorded in impairment of assets within the consolidated statements of operations and comprehensive loss.

Refer to Note 4.

Acquisitions and divestitures for further details regarding businesses held for sale.

Divestitures for further details regarding businesses held for sale.

(b) The intangible asset previously classified as IPR&D became active during the year ended December 31, 2025, following the receipt of FDA clearance for the TalisMann product.

As a result, this intangible asset is now subject to amortization over its estimated useful life, which reflects the period of expected economic benefit.

The assets were written off in 2025.

Amortization expense from continuing operations related to intangible assets was $ 38,978 , $ 39,022 and $ 45,244 for the years ended December 31, 2025, 2024 and 2023, respectively, of which $ 22,080 , $ 24,841 and $ 23,848 are included in ending inventory at December 31, 2025, 2024 and 2023, respectively.

Estimated amortization expense for the years ended December 31, 2026 through 2030 is expected to be $ 34,500 , $ 33,903 , $ 33,096 , $ 30,275 and $ 28,189 , respectively.

The Company recorded an impairment loss of $ 78,615 during the year ended December 31, 2023 in the U.S.

reporting segment of net intellectual property attributable to the TheraSkin and TheraGenesis products, which were sold in May 2023.

The loss was recorded in impairment of assets within the consolidated statements of operations and comprehensive income (loss).

Refer to Note 4.

Divestitures for further information.

Accrued Liabilities

7 unchanged sentences

$ 130,242 $ 135,879

Acquisitions and divestitures

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Advanced Rehabilitation Business

On September 30, 2024, the Company entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with a third-party purchaser to sell certain products within its 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”).

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

As a result of this evaluation, the Company recorded impairments totaling $ 33,901 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.

On December 31, 2024, the Company closed the sale of the Advanced Rehabilitation Business and received $ 24,678 at closing, net of transactional fees, subject to a post-closing adjustment for net working capital.

The Company may also receive an aggregate of $ 20,000 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.

The Company had incurred $ 2,500 in transactional fees resulting from the divestiture of the Advanced Rehabilitation Business.

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

The sale of the Advanced Rehabilitation Business is expected to enhance the Company’s strategic focus on its remaining businesses and improve liquidity, as the proceeds, net of transactional fees, were used to pay $ 20,000 in long-term debt obligations.

Refer to Note 5.

Financial instruments for further information regarding the Company’s outstanding long-term debt obligations.

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

The divestiture aligns with the Company’s focus on core operations and the Advanced Rehabilitation Business required additional research and development expenditures to achieve its next stage of growth.

The Company received cash proceeds of $ 24,678 at closing, net of transactional fees, which were subject to a post-closing adjustment for net working capital.

The Company paid $ 686 in the second quarter of 2025 to settle the adjustment for net working capital.

Net proceeds from the transaction were used to pay $ 20,000 in long-term debt obligations on December 31, 2024.

The Company may also receive up to an additional $ 20,000 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.

The Company incurred $ 2,500 in transactional fees during the year ended December 31, 2024 resulting from the divestiture of the Advanced Rehabilitation Business.

The Company recorded impairment losses of $ 33,901 during the year ended December 31, 2024 related to net intellectual property solely attributable to the Advanced Rehabilitation Business.

These losses, measured at fair value less costs to sell based on the purchaser’s consideration, were recognized in impairment of assets on the consolidated statements of operations and comprehensive income (loss).

Wound Business

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The Company received the deferred payment in November 2024, which was used to pay $ 5,000 of long-term debt obligations.

The Disposal Group did not meet the revenue thresholds required for the Company to earn contingent consideration for the fiscal years ended December 31, 2024 and 2025, thereby lessening the potential earn-out payments to $ 20,000 .

The Company incurred $ 3,880 in transactional fees resulting from the sale of the Wound Business.

The loss resulting from the deconsolidation of the Disposal Group totaled $ 1,539 for the year ended December 31, 2023 and was recorded in loss on disposals within the consolidated statements of operations and comprehensive loss .

The Company used the proceeds from the sale of its Wound Business to prepay $ 30,000 of long-term debt obligations.

1 unchanged sentence

Financial Instruments for further details regarding the Company’s outstanding long-term debt obligations.

The Company evaluated the Wound Business for impairment prior to its sale and recorded a $ 78,615 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.

CartiHeal (2009) Ltd.

On July 12, 2022, the Company completed the acquisition of 100 % of the remaining shares in CartiHeal (2009) Ltd.

(“CartiHeal”), in which the Company previously held an equity interest.

CartiHeal is a privately held company headquartered in Israel and the developer of the proprietary Agili-C implant for the treatment of joint surface lesions in traumatic and osteoarthritic joints.

The acquisition of CartiHeal involved an aggregate purchase price of approximately $ 315,000 and an additional $ 135,000 , payable after closing upon the achievement of a certain sales milestone (“CartiHeal Contingent Consideration”).

The Company paid $ 100,000 of the aggregate purchase price upon closing, deferred $ 215,000 (the “Deferred Amount”) of the aggregate purchase price otherwise due at closing and paid $ 8,622 in transaction-related fees and expenses.

The Deferred Amount was to be paid in five tranches based upon certain medical and research achievements and was subject to an 8.0 % annual interest rate.

On February 13, 2023, the first tranche of the Deferred Amount plus applicable interest became due.

The Company subsequently entered into a settlement agreement (the “Settlement Agreement”) with Elron Ventures Ltd.

(“Elron” and together with the Company, the “Parties”) as representative of CartiHeal’s selling securityholders (collectively, the “Former Securityholders”).

Pursuant to the Settlement Agreement, Elron, on behalf of the Former Securityholders, agreed to forbear from initiating any legal action or proceedings relating to non-payment of any obligations arising under the previously entered into Option and Equity Purchase Agreement with CartiHeal (the “Option Agreement”) during a period of 30 calendar days (the “Interim Period”) in exchange for (i) a one-time non-refundable amount of $ 10,000 and (ii) a one-time non-refundable payment of $ 150 to Elron to be used in accordance with the expense fund provisions under the Option Agreement.

The Interim Period expired on March 29, 2023 and the Company did not exercise its right to extend the Interim Period as the Company was not able to find a financing solution to fund the payment obligations under the Option Agreement on terms the Company believed to be favorable to it and its shareholders.

In addition, the Parties mutually released any further claims under the Option Agreement and related transaction documents, including without limitation a release by the Former Securityholders of any rights to enforce the provision of the Option Agreement or make further monetary claims against the Company and/or its respective affiliates and representatives.

The release of obligations includes liabilities associated with the Deferred Amount and CartiHeal Contingent Consideration.

The Company transferred 100 % of its shares in CartiHeal to a trustee (the “Trustee”) for the benefit of the Former Securityholders pursuant to the Settlement Agreement.

The Company had no ownership interest and no voting rights during the Interim Period.

Accordingly, the Company concluded that upon execution of the Settlement Agreement, the Company ceased to control CartiHeal for accounting purposes, and therefore, deconsolidated CartiHeal effective February 27, 2023.

CartiHeal was part of the Company’s International reporting segment.

The Company treated the deconsolidation of CartiHeal as a discontinued operation.

The loss upon disposal was $ 60,639 and was recorded within discontinued operations, net of tax within the consolidated statements of operations and comprehensive loss .

The loss on disposal is comprised of the book value of CartiHeal’s net assets at the time of disposal, goodwill attributable to CartiHeal and the previously discussed non-refundable payments made to Elron.

On August 23, 2021, the Company purchased shares of Trice Medical, Inc.’s (“Trice”) Series D Preferred Stock for $ 10,000 , representing an 8.4 % ownership interest of its fully diluted shares.

Trice is a privately held company that develops and markets minimally invasive technologies for sports medicine and orthopedic surgical procedures and it did not have a readily determinable fair value.

The investment in Trice was recorded at cost, less any impairment, plus or minus any changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer.

In December 2022, the Company recognized an impairment of $ 10,285 representing its entire ownership interest due to Trice’s liquidity situation.

The impairment was recorded within other (income) expense on the consolidated statements of operations and comprehensive loss for the year ended December 31, 2022.

The Company evaluated the Wound Business for impairment prior to its sale and recorded a $ 78,615 impairment within the consolidated statements of operations and comprehensive income (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.

Financial Instruments

Long-term debt consisted of the following as of December 31:

Amended Term Loan due October 2026 ( 9.26 % at December 31, 2024)

2025 Credit Agreement 2025 2019 Credit and Guaranty Agreement 2024

2025 Term Loan $ 296,250 Amended Term Loan $ 337,864

Current portion of long-term debt ( 15,000 ) Current portion of long-term debt ( 27,339 )

Unamortized debt issuance cost ( 570 ) Unamortized debt issuance cost ( 1,147 )

Unamortized discount ( 1,729 ) Unamortized discount ( 1,090 )

$ 278,951 $ 308,288

Revolver due October 2025 ( 9.26 % at December 31, 2024)

Current portion of long-term debt ( 27,339 ) ( 27,848 )

Unamortized debt issuance cost ( 1,147 ) ( 917 )

Unamortized discount ( 1,090 ) ( 1,685 )

2025 Credit Agreement

On July 31, 2025, the Company entered into a Credit Agreement (the “2025 Credit Agreement”) with Wells Fargo Bank, National Association, and a syndicate of financial institutions and other entities (collectively, the “Lenders”).

The 2025 Credit Agreement consists of a $ 300,000 term loan facility (the “2025 Term Loan”) and a $ 100,000 revolving credit facility (the “2025 Revolver” and, together with the 2025 Term Loan, the “2025 Term Loan Facilities”).

Table of C o ntents

Proceeds from the 2025 Term Loan, borrowings of $ 30,000 under the 2025 Revolver, and $ 2,562 in available cash were used to repay the outstanding balance under the 2019 Credit and Guaranty Agreement, as amended, which totaled $ 332,562 as of July 31, 2025 and is further described below under Amended Term Loan .

The Company accounted for the repayment of the outstanding balance under the 2019 Credit and Guaranty Agreement on a creditor-by-creditor basis.

With respect to the continuing creditors, the Company accounted for these transactions as debt modifications;

with respect to the new lender, the Company accounted for this transaction as an issuance of new debt;

and with respect to exiting creditors, the Company accounted for these transactions as debt extinguishments.

As a result of the 2025 Credit Agreement, the Company received cash proceeds of $ 28,125 from a new creditor and $ 5,078 , net of repayments, from several continuing creditors.

In connection with the termination of the 2019 Credit and Guaranty Agreement, the Company paid $ 65,765 , primarily to exiting creditors, with a portion paid to a continuing creditor that was partially extinguished.

The Company recorded an original issue discount of $ 1,296 related to the 2025 Credit Agreement, which was capitalized within the consolidated balance sheets.

These capitalized discounts are amortized as interest expense, net, on a straight-line basis over the term of the 2025 Term Loan Facilities, which approximates the effective interest method.

The majority of the capitalized discounts originated from loans with continuing creditors.

The Company recognized a loss on extinguishment of $ 326 , which is included in the consolidated statement of operations and comprehensive income (loss) for the year ended December 31, 2025.

This loss reflects the write-off of unamortized deferred financing costs and discounts associated with certain financial institutions under the 2019 Credit and Guaranty Agreement.

The Company also incurred $ 794 in third-party costs associated with the debt modification, which were expensed as incurred and recorded within selling, general and administrative expense within the consolidated statement of operations and comprehensive income (loss) for the year ended December 31, 2025.

As of December 31, 2025, the outstanding balance on the 2025 Term Loan was $ 293,951 , net of discount of $ 1,729 and deferred financing costs of $ 570 .

These amounts include portions of the original issue discounts and deferred financing costs attributable to returning Lenders from the 2019 Credit and Guaranty Agreement.

Interest expense, net includes deferred cost amortization of $ 1,161 , $ 1,524 and $ 1,706 for the years ended December 31, 2025, 2024 and 2023, respectively.

The effective interest rate on the 2025 Term Loan was 6.09 % as of December 31, 2025.

The 2025 Term Loan and 2025 Revolver mature on July 31, 2030 (“Maturity”).

On December 31, 2025, the Company paid $ 3,750 of principal related to the 2025 Term Loan.

As of December 31, 2025, scheduled principal payments for the 2025 Term Loan are as follows :

Period Scheduled Quarterly Payments Annually

2026 $ 3,750 $ 15,000

Amended Term Loan

On December 6, 2019, the Company entered into a Credit and Guaranty Agreement (the “2019 Credit Agreement”) that was comprised of a $ 200,000 term loan (“Original Term Loan”) and a $ 50,000 revolving 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.

in which the Company prepaid $ 80,000 on the Original Term Loan.

The 2019 Credit Agreement, as amended, subsequent to the prepayment, was comprised of a $ 360,750 term loan (“Term Loan”) and the Revolver.

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

Pursuant to that amendment, an $ 80,000 term loan facility (the “July 2022 Term Loan” and, together with the Term Loan, the “Term Loan Facilities”) was extended to the Company to be used for:

(i) the financing of the acquisition of CartiHeal;

(ii) the payment of related fees and expenses;

(iii) repayment of the draws made on the Revolver;

and (iv) working capital needs and general corporate purposes of the Company, including without limitation for permitted acquisitions.

The Company was not in compliance with certain financial covenants as of December 31, 2022.

As a result, on March 31, 2023, the Company 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 to modify interest rates applicable to borrowings under the 2019 Credit Agreement.

On January 18, 2024 (the “Closing Date”), the Company 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 further modify certain financial covenants under the 2019 Credit Agreement.

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

The Term Loan Facilities matures on October 29, 2026 (“Maturity”).

The Revolver matures on October 29, 2025.

Secured overnight financial rate (“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 $ 10,000 as of the end of each calendar month during such period.

The January 2024 amendment had deferred financing costs of $ 1,180 , of which $ 325 was expensed and $ 855 was capitalized.

The March 2023 amendment had deferred financing costs of $ 3,661 , of which $ 1,617 was expensed and $ 2,044 was capitalized.

There were no losses on debt refinancing and modification as a result of either the January 2024 or March 2023 amendments.

Deferred financing costs expensed resulting from the amendments were recorded in selling, general and administrative expense within the consolidated statements of operations and other comprehensive loss and amounts capitalized were recorded primarily in long-term debt, less current portion within the consolidated balance sheets.

As of December 31, 2024, $ 335,627 was outstanding on the Term Loan Facilities, net of original issue discount of $ 1,090 and deferred financing costs of $ 1,147 .

Capitalized deferred fees are amortized to interest expense on a straight-line basis over the term of the Term Loan Facilities, which approximates the effective interest method.

The Company recorded $ 1,524 , $ 1,706 and $ 853 for deferred cost amortization in interest expense for the years ended December 31, 2024, 2023 and 2022, respectively.

Scheduled quarterly principal payments for the Term Loan Facilities are $ 5,301 in the third quarter of 2025, $ 22,038 in the fourth quarter of 2025, three quarterly payments of $ 11,019 during 2026 with a final payment of $ 277,469 at Maturity.

Contractual maturities of long term debt for the next two years are as follows:

2025—$ 27,339 and 2026—$ 310,525 .

The Company may voluntarily prepay the Term Loan Facilities without premium or penalty upon prior notice.

The Company may be required to make additional principal payments on the Term Loan Facilities dependent upon certain events as defined in the Amended 2019 Credit Agreement.

These additional prepayments will be applied to the scheduled installments of principal in direct order of maturity of first the Base Rate (BR) portions of the Term Loan Facilities and then the Eurodollar portions.

The estimated fair value of the Term Loan Facilities was $ 338,708 as of December 31, 2024.

The fair value of these obligations was determined based on the midpoint of the Bloomberg Valuation, as of December 31, 2024.

This is classified as a Level 2 instruments within the fair value hierarchy.

The Revolver was a five-year revolving credit facility, that was subsequently reduced to a four-year revolving credit facility in the Amended 2019 Credit Agreement, that includes revolving and swingline loans as well as letters of credit (“LOC”) and, inclusive of all, cannot exceed $ 40,000 at any one time.

The Revolver’s capacity was reduced $ 5,000 on December 31, 2023 and June 30, 2024 in accordance with the Amended 2019 Credit Agreement.

LOCs are available in an amount not to exceed $ 7,500 .

Revolving loans are due at the earlier of termination or Maturity.

Swingline loans are available as BR interest rate option loans only and must be outstanding for at least five days .

Swingline loans are due the fifteenth or last day of a calendar month or Maturity whichever is earlier.

As of December 31, 2024, the Company had three LOCs outstanding leaving approximately $ 37,800 available.

The Revolver had no outstanding borrowings as of December 31, 2024 and $ 15.0 million at December 31, 2023.

The Term Loan Facilities and Revolver permit the Company to elect either the secured overnight financial rate (“SOFR”) or base interest rate (“BR”) options for the entire amount or certain portions of the loans.

Both the SOFR and BR options 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 EBITDA as defined in the Amended 2019 Credit Agreement.

BR portions of the Term Loan Facilities have interest due the last day of each calendar quarter-end.

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

SOFR portions of the Term Loan Facilities have one, three or six-month interest reset periods and interest is due on the last day of each three-month period or the last day of the loan term if less than three months.

Pricing grids are used to determine the applicable loan margins based on the type of loan and the leverage ratio.

The loan margin is adjusted after the quarterly financial statements are delivered to the lenders in accordance with the below pricing grid, which reflects the margins in effect under the Amended 2019 Credit Agreement:

Leverage ratio

> 4.00 to 1.00

2027 3,750 15,000

≥ 3.50 to 1.00 and < 4.00 to 1.00

2028 3,750 15,000

≥ 3.00 to 1.00 and < 3.50 to 1.00

2029 3,750 15,000

≥ 2.50 to 1.00 and < 3.00 to 1.00

2030 3,750 7,500

2030 - Final payment at Maturity — 228,750

The estimated fair value of the 2025 Term Loan, using the midpoint of the Bloomberg Valuation, was $ 286,252 as of December 31, 2025.

This is classified as a Level 2 instrument within the fair value hierarchy.

Interest - 2025 Credit Agreement

The 2025 Term Loan and the 2025 Revolver permit the Company to elect either the Secured Overnight Financing Rate (“SOFR”) or the Base Rate (“BR”) option for all or portions of the borrowings.

Both rate options are calculated using a base interest rate plus a margin, which is determined based on the Company’s leverage ratio—defined as the ratio of consolidated net indebtedness to consolidated EBITDA, as specified in the 2025 Credit Agreement.

BR borrowings accrue interest based on the Federal Funds Rate plus 0.50 %, with interest payments due on the last day of each calendar quarter.

SOFR borrowings accrue interest over a designated interest period (“Interest Period”) of one, three or six months at the Company’s discretion.

Interest is payable on the last day of each Interest Period, or every three months for Interest Periods longer than three months.

The applicable interest margins under the 2025 Credit Agreement are 2.50 % and 1.50 % for SOFR and BR loans, respectively.

Table of C o ntents

The applicable interest margin is subject to adjustment based on a pricing grid, which reflects changes in the Company’s leverage ratio following delivery of quarterly financial statements to the Lenders:

Leverage ratio SOFR BR Commitment Fee

< 2.00 to 1.00

1.75 % 0.75 % 0.20 %

The Revolver includes a commitment fee at 0.30 % of the average daily amount of the available revolving commitment, assuming any swingline loans outstanding are zero.

There were no swingline loans outstanding as of December 31, 2024.

The fee is payable quarterly in arrears on the last day of the calendar quarters and at Maturity.

The commitment fee rate is adjusted after the quarterly financial statements are delivered to lenders based on the below pricing grid under the Amended 2019 Credit Agreement:

Leverage ratio

≥ 2.50 to 1.00

≥ 2.00 to 1.00 < 2.50 to 1.00

2.00 % 1.00 % 0.20 %

≥ 2.50 to 1.00 < 3.00 to 1.00

2.25 % 1.25 % 0.30 %

≥ 3.00 to 1.00 < 3.50 to 1.00

2.50 % 1.50 % 0.30 %

≥ 3.50 to 1.00

Fees are charged on all outstanding LOCs at an annual rate equal to the margin in effect on Eurodollar revolving loans.

A funding fee of 0.125 % per year on the undrawn and unexpired amount of each LOC is payable as well.

The fees are payable quarterly in arrears on the last day of the calendar quarters.

The Company’s effective weighted average interest rate was 9.30 % for all outstanding debt as of December 31, 2024.

Cash paid for interest totaled $ 38,507 , $ 32,470 and $ 18,043 for the December 31, 2024, 2023 and 2022, respectively.

Interest rate swap

The Company historically entered into interest rate swap agreements to limit its exposure to changes in the variable interest rate on its long-term debt.

The Company had one non-designated interest rate swap agreement that was terminated on October 28, 2022 and subsequently received $ 7,738 upon its termination.

The swap was carried at fair value on the balance sheet with changes in fair value recorded as interest income or expense within the consolidated statements of operations and comprehensive loss .

Net interest income of $ 6,396 was recorded related to the change in fair value of the interest rate swap for the year ended December 31, 2022.

2.75 % 1.75 % 0.30 %

Cash paid for interest totaled $ 27,043 , $ 38,507 and $ 32,470 for the years ended December 31, 2025, 2024 and 2023, respectively.

2025 Revolver and Letters of Credit

The five-year 2025 Revolver includes an initial annual commitment fee of 0.30 %, calculated on the average daily amount of the unused revolving commitment, inclusive of revolving loans, swingline loans, and 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 fee rate is subject to adjustment based on the Company’s leverage ratio.

Swingline loans are available as BR option loans and total LOC availability is limited to $ 7,500 under the 2025 Credit Agreement.

As of December 31, 2025, the Company had three LOCs outstanding, reducing LOC capacity to approximately $ 5,300 .

All outstanding LOCs incur fees equal to the interest margin for SOFR based loans under the 2025 Revolver, applied to the undrawn and unexpired amount of each LOC.

These LOC fees are payable quarterly in arrears.

In 2025, the Company fully repaid the $ 30,000 borrowed on its 2025 Revolver.

As of December 31, 2025, the Company had $ 100,000 available under the 2025 Revolver, excluding the effect of outstanding LOCs.

Covenants - 2025 Credit Agreement

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

The Company 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.

The Company does not expect any of these covenants or restrictions to affect or limit its ability to conduct business in the ordinary course.

The Company was in compliance with the financial covenants under the 2025 Credit Agreement as of December 31, 2025.

Amended Term Loan

On December 6, 2019, the Company entered into the Credit and Guaranty Agreement (“2019 Credit Agreement”) that consisted of a $ 200,000 term loan (“Original Term Loan”) and a $ 50,000 revolving 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.

in which the Company prepaid $ 80,000 on the Original Term Loan.

The 2019 Credit Agreement, as amended, subsequent to the prepayment, consisted of a $ 360,750 term loan (“Term Loan”) and the Revolver.

On July 11, 2022, the Company amended the 2019 Credit Agreement in conjunction with the acquisition of CartiHeal (2009) Ltd.

(“CartiHeal”).

Pursuant to that amendment, an $ 80,000 term loan facility (the “July 2022 Term Loan” and, together with the Term Loan, the “Term Loan Facilities”) was extended to the Company to be used primarily for the financing of the acquisition of CartiHeal.

On March 31, 2023 and January 18, 2024, the Company further amended the 2019 Credit Agreement (collectively, with the prior amendments, the “Amended 2019 Credit Agreement”) to, among other things, modify certain financial covenants, waive covenant noncompliance at December 31, 2022, and modify interest rates applicable to borrowings under the 2019 Credit Agreement.

Table of C o ntents

The January 2024 amendment had deferred financing costs of $ 1,180 , of which $ 325 was expensed and $ 855 was capitalized.

The March 2023 amendment had deferred financing costs of $ 3,661 , of which $ 1,617 was expensed and $ 2,044 was capitalized.

There were no losses on debt refinancing and modification as a result of either the January 2024 or March 2023 amendments.

Expensed deferred financing costs resulting from the amendments were recorded in selling, general and administrative expense within the consolidated statements of operations and other comprehensive income (loss) and amounts capitalized were recorded primarily in long-term debt, less current portion within the consolidated balance sheets.

As of July 31, 2025, the date of repayment, $ 331,037 was outstanding on the Term Loan Facilities, net of original issue discount of $ 743 and deferred financing costs of $ 782 .

The Revolver was initially established as a five-year revolving credit facility and was subsequently amended to a four-year term pursuant to the Amended 2019 Credit Agreement.

The Revolver’s capacity was reduced by $ 5,000 on both December 31, 2023 and June 30, 2024 in accordance with the Amended 2019 Credit Agreement, resulting in an aggregate borrowing capacity of $ 40,000 .

During the first quarter of 2025, the Company borrowed $ 15,000 on the Revolver to support working capital needs, which has been fully repaid.

The Company had no outstanding borrowings on the Revolver for the year ended December 31, 2024.

Interest Rate Swaps

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

Under the terms of the swaps, the Company pays a fixed interest rate in exchange for SOFR-based variable interest throughout the life of the instruments, the majority of which expire July 31, 2028.

The interest rate swaps have a weighted average fixed interest rate of 3.60 % and an aggregate notional value of $ 150,000 , or 50.0 % of the 2025 Term Loan.

Refer to Note 6.

Fair Value Measurements for additional information regarding the valuation of the interest rate swaps.

Fair Value Measurements

There were no assets measured at fair value on a recurring basis and there were no liabilities valued at fair value using Level 1 or Level 2 inputs at December 31, 2024 and 2023.

The following table provides information for assets and liabilities measured at fair value on a recurring basis using Level 3 inputs:

There were no assets measured at fair value on a recurring basis and there were no liabilities valued at fair value using Level 1 inputs at December 31, 2025 and 2024.

The following table provides information for assets and liabilities measured at fair value on a recurring basis using Level 2 and Level 3 inputs:

December 31, 2025 December 31, 2024

Total Level 3 Total Level 3

Current portion of contingent consideration $ 19,573 $ 19,573 $ — $ —

Contingent consideration — — 18,150 18,150

Total liabilities:

Balance Sheet Location Total Level 2 Level 3 Total Level 2 Level 3

Interest rate swaps Accrued liabilities $ 991 $ 991 $ — $ — $ — $ —

consideration Current portion of contingent consideration — — — 19,573 — 19,573

$ 991 $ 991 $ — $ 19,573 $ — $ 19,573

Interest Rate Swaps

The Company utilizes interest rate swaps designated as cash flow hedges to manage exposure to variability in interest payments on its variable-rate debt.

The fair value of these instruments represents the amount at which the swaps could be settled in an orderly transaction.

This value is based on estimates derived from a quantitative regression analysis using Level 2 inputs, and is validated through comparisons with estimates provided by counterparties.

Fair value measurements incorporate credit valuation adjustments to reflect the potential nonperformance or credit risk of both the Company and its counterparties.

The Company evaluates the effectiveness of its hedge instruments quarterly and both instruments were effective as of December 31, 2025.

The Company does not hold or issue derivative instruments for trading purposes.

Cash flows associated with hedging instruments are presented in the same category in the statement of cash flows as those of the hedged item.

Accordingly, settlements of interest rate swaps are classified as operating activities, consistent with the classification of interest payments on the related debt.

Changes in the fair value of interest rate swaps are recorded each period in either accumulated other comprehensive income (“AOCI”) within the consolidated balance sheets or as interest expense, net within the consolidated statements of operations and comprehensive income (loss), depending on the effectiveness of the hedge.

Fair value changes deemed effective are recorded in AOCI and subsequently reclassified into interest expense, net, during the same period in which the hedged transaction impacts earnings.

Any portion of the fair value determined to be ineffective is recognized immediately in interest expense, net within the consolidated statements of operations and comprehensive income (loss).

Table of C o ntents

The following table presents the amount of loss recognized in AOCI for the year ended December 31, 2025:

Loss recognized in AOCI

Change in the fair value of cash flow hedges (a)

(a) Represents the total change in fair value of cash flow hedges recognized during the period, of which $ 189 was recognized in AOCI attributable to noncontrolling interest.

There was no income tax benefit or expense associated with the Company’s interest rate swaps or reclassifications out of AOCI during the year ended December 31, 2025.

The Company maintains a full valuation allowance against its deferred tax assets.

Interest payables and receivables under the interest rate swaps are accrued and recorded as adjustments to interest expense, net within the consolidated statements of operations and comprehensive income (loss).

Contingent Consideration

8 unchanged sentences

Payment period 2025

Significant changes in these assumptions could result in a significantly higher or lower fair value.

Significant changes in these assumptions could have resulted in a higher or lower fair value.

The contingent consideration reported in the above table resulted from the acquisition of Bioness, Inc.

(“Bioness”) on March 30, 2021 and is comprised of future earn-out payments contingent upon the achievement of certain research and development projects as well as sales milestones related to Bioness products.

Contingent consideration resulting from the acquisition of Bioness includes maximum earn-out payments of $ 50,000 as follows:

(“Bioness”) on March 30, 2021 and was comprised of future earn-out payments contingent upon the achievement of certain research and development projects as well as sales milestones related to Bioness products.

Contingent consideration resulting from the acquisition of Bioness included up to $ 50,000 in earn-out payments, consisting of:

(i) $ 20,000 for meeting net sales targets for certain implantable products over a three year period ending on June 30, 2025 at the latest;

1 unchanged sentence

and (iii) $ 20,000 for maintaining Centers for Medicare & Medicaid Services coverage and reimbursement for certain products at specified levels as of December 31, 2024.

The Company met criteria (iii) as of December 31, 2024 and will make the related payment in the first half of fiscal year 2025.

Contingent consideration is adjusted quarterly based upon the passage of time or the anticipated success or failure of achieving certain milestones.

Changes in contingent consideration related to the Bioness Acquisition totaled $ 1,423 , $ 719 and $ 1,102 for the years ended December 31, 2024, 2023 and 2022, respectively, and were recorded as the change in fair value of contingent consideration within the consolidated statements of operations and comprehensive loss .

The Company met criteria (iii) during the fourth quarter of 2024 and paid $ 19,771 of the contingent consideration during the year ended December 31, 2025.

The Company has no future contingent consideration obligations from its acquisition of Bioness.

Contingent consideration was adjusted quarterly based on the passage of time or the anticipated success or failure of achieving certain milestones and was recorded as the change in the fair value of contingent consideration within the consolidated statements of operations and comprehensive income (loss).

There were no changes in the fair value of contingent consideration related to Bioness for the year ended December 31, 2025.

Changes in contingent consideration totaled $ 1,423 and $ 719 for the years ended December 31, 2024 and 2023, respectively.

Equity-Based Compensation

The Company operates an equity-based compensation plan (“2021 Plan”), which allows for the issuance of stock options (incentive and nonqualified), restricted stock, dividend equivalents, restricted stock units (“RSUs”), other stock-based awards, and cash awards (collectively, “Awards”).

The Company operates an equity-based compensation plan (“2021 Plan”), which allows for the issuance of stock options (incentive and nonqualified), restricted stock, dividend equivalents, restricted stock units (“RSUs”), performance restricted stock units (“PRSUs”), and other stock-based and cash awards (collectively, the “2021 Plan Awards”).

As of December 31, 2025, 23,233,862 shares of Class A common stock were authorized to be awarded and 11,346,834 shares were available for 2021 Plan Awards.

Table of C o ntents

The Company also operates the 2023 Retention Equity Award Plan (the “2023 Plan” and, together with the 2021 Plan, the “Plans”), the purpose of which is to retain and motivate critical personnel over the short-term by providing them additional incentives in the form of RSUs (the “Retention Awards” and together with the “2021 Plan Awards,” the “Awards”).

2 unchanged sentences

Equity-based compensation expense for Awards granted under the Plans and inducement awards for the years ended December 31, 2025, 2024 and 2023 totaled $ 12,193 , $ 12,829 and $ 2,370 , respectively.

The expense is primarily included in selling, general and administrative expense with a nominal amount in research and development expense on the consolidated statements of operations and comprehensive loss based upon the classification of the employee.

The expense is primarily included in selling, general and administrative expense with a nominal amount in research and development expense on the consolidated statements of operations and comprehensive income (loss) based upon the classification of the employee.

There were no income tax benefits related to equity-based compensation expense for the years ended December 31, 2025, 2024 and 2023.

Income tax benefits totaled $ 2,951 related to compensation expense for the year ended December 31, 2022.

Restricted Stock Units

During the years ended December 31, 2024 and 2023, the Company granted time-based RSUs which vest at various dates through December 4, 2027.

During the years ended December 31, 2025 and 2024, the Company granted time-based RSUs which vest at various dates through November 15, 2029.

RSU compensation expense is recognized over the vesting period, which is typically between 1 and 4 years.

12 unchanged sentences

Unvested at December 31, 2025 2,777 $ 6.90

Performance Restricted Stock Units

During the year ended December 31, 2025, the Company granted PRSUs subject to a 3 -year cliff vesting period, contingent upon the achievement of a designated market condition at the end of the vesting term.

The market condition is based on the Company’s relative total shareholder return (“TSR”).

Compensation expense related to PRSUs is recognized on a straight-line basis over the 3 -year vesting period.

The fair value of the PRSUs was determined on the grant date using a Monte Carlo simulation model, which estimated TSR for the Company’s 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 number of shares of Class A common stock issuable upon vesting of the PRSUs is determined based on achievement of the TSR.

Actual shares issued may range from 0 % to 200 % of the target award granted.

Unamortized compensation expense related to PRSUs totaled $ 1,178 at December 31, 2025, and is expected to be recognized over a weighted-average period of approximately two years .

A summary of PRSU award activity for the year ended December 31, 2025 is as follows (number of units in thousands):

Number of units Weighted-average grant-date fair value per unit

December 31, 2024 — $ —

Granted 159 10.37

December 31, 2025 159 $ 10.37

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Stock Options

29 unchanged sentences

Employee Stock Purchase Plan

The Company operates a non-qualified Employee Stock Purchase Plan (“ESPP”), which provides for the issuance of shares of the Company’s Class A common stock to eligible employees of the Company that elect to participate in the plan and purchase shares of Class A common stock through payroll deductions at a discounted price.

As of December 31, 2024, the aggregate number of shares reserved for issuance under the ESPP was 1,289,837 .

A total of 229,767 , 516,976 and 279,000 shares were issued and $ 445 , $ 352 and $ 471 of expense was recognized during the years ended December 31, 2024, 2023 and 2022, respectively.

The Company operates a non-qualified Employee Stock Purchase Plan (“ESPP”), that allows eligible employees to purchase shares of Class A common stock through payroll deductions at a discounted price.

As of December 31, 2025, 1,713,325 shares were reserved for issuance under the ESPP.

A total of 208,147 , 229,767 and 516,976 shares were issued under the ESPP and $ 480 , $ 445 and $ 352 of expense was recognized for the years ended December 31, 2025, 2024 and 2023, respectively.

Defined Contribution Plans

The Company has various defined contribution plans which are offered in Canada, Germany, the Netherlands, United Kingdom and Israel.

These plans are required by local laws or regulations in some cases.

The Company has various defined contribution plans which are offered in Canada, Germany, the Netherlands, the United Kingdom and Israel.

In some cases, these plans are required by local laws or regulations.

Contributions are primarily discretionary, except in some countries where contributions are contractually required.

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The Company matches 100 % of the employees’ contribution up to 4 % of the employees’ wages and 50 % on the next 2 %.

Plan also provides for an additional 1 % to 3 % at the Company’s discretion.

Plan also provides for an additional matching contribution at the Company’s discretion.

Table of C o ntents

Company contributions totaled $ 5,797 , $ 6,715 , and $ 5,836 for all global plans during the years ended December 31, 2025, 2024 and 2023, respectively.

The expense is included in cost of sales, selling, general and administrative expense and research and development expense on the consolidated statement of operations and comprehensive loss based upon the classification of the employee.

The expense is included in cost of sales, selling, general and administrative expense and research and development expense on the consolidated statement of operations and comprehensive income (loss) based upon the classification of the employee.

Stockholders’ Equity

25 unchanged sentences

Total 82,885 100.0 % 81,545 100.0 %

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Earnings Per Share

1 unchanged sentence

2025 2024 2023

Net loss from continuing operations $ ( 43,833 ) $ ( 121,196 ) $ ( 144,651 )

Net loss attributable to noncontrolling interests —

continuing operations 10,291 24,458 40,732

Net loss attributable to Bioventus Inc.

Net income (loss) from continuing operations $ 27,274 $ ( 47,049 ) $ ( 121,196 )

Net (income) loss attributable to noncontrolling

interests—continuing operations ( 4,542 ) 10,924 24,458

Net income (loss) attributable to Bioventus Inc.

common stockholders—continuing operations $ 22,732 $ ( 36,125 ) $ ( 96,738 )

Net loss from discontinued operations $ — $ — $ ( 74,429 )

Net loss attributable to noncontrolling interests —

discontinued operations — 14,937 13,955

Net loss attributable to noncontrolling interests—discontinued operations — — 14,937

Net loss attributable to Bioventus Inc.

common stockholders—discontinued operations $ — $ — $ ( 59,492 )

Weighted-average shares of Class A common stock

outstanding - basic and diluted 64,547,474 62,647,554 61,389,107

Basic weighted-average shares of Class A common stock outstanding 66,622,631 64,547,474 62,647,554

Dilutive effects of:

Stock options 953,822 — —

Restricted stock units 1,338,442 — —

Diluted weighted-average shares of Class A common stock outstanding 68,914,895 64,547,474 62,647,554

Net income (loss) per share of Class A common stock, from

continuing operations—basic $ 0.34 $ ( 0.56 ) $ ( 1.54 )

Net loss per share of Class A common stock, from

continuing operations, basic and diluted $ ( 0.52 ) $ ( 1.54 ) $ ( 1.70 )

discontinued operations—basic — — ( 0.95 )

Net income (loss) per share of Class A common stock—basic $ 0.34 $ ( 0.56 ) $ ( 2.49 )

Net income (loss) per share of Class A common stock, from

continuing operations—diluted $ 0.33 $ ( 0.56 ) $ ( 1.54 )

Net loss per share of Class A common stock, from

discontinued operations, basic and diluted — ( 0.95 ) ( 0.89 )

Net loss per share of Class A common stock,

basic and diluted $ ( 0.52 ) $ ( 2.49 ) $ ( 2.59 )

discontinued operations—diluted — — ( 0.95 )

Net income (loss) per share of Class A common stock—diluted $ 0.33 $ ( 0.56 ) $ ( 2.49 )

Shares of Class B common stock do not share in the losses of the Company and are therefore not participating securities.

As such, separate presentation of basic and diluted losses per share of Class B common stock under the two-class method has not been presented.

The following number of weighted-average potentially dilutive shares were excluded from the calculation of diluted loss per share because the effect of including such potentially dilutive shares would have been antidilutive upon conversion for the years ending December 31:

The following number of weighted-average potentially dilutive shares were excluded from the calculation of diluted net income (loss) per share because the effect of including such potentially dilutive shares would have been antidilutive upon conversion for the years ending December 31:

2025 2024 2023

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15,786,737 15,786,737 15,786,737

Stock options 2,289,436 5,860,516 7,679,780

RSUs 11,052 595,030 710,807

Stock options (b)

2,239,466 2,289,436 5,860,516

637,600 11,052 595,030

Total 18,663,803 18,087,225 22,242,283

(a) Class A Shares reserved for future issuance upon redemption or exchange of LLC Interests by the Continuing LLC Owner.

(a) Shares of Class A common stock reserved for future issuance upon redemption or exchange of LLC Interests by the Continuing LLC Owner.

LLC Interests are neither dilutive nor antidilutive for the periods presented as the assumed redemption for shares of Class A common stock would cause a proportionate increase to net income (loss) attributable to Class A common shareholders—diluted.

(b) Options with exercise prices greater than the average market price of our Class A common stock are excluded from the computation of diluted net income (loss) per share because they are out-of-the-money.

Table of C o ntents

(c) A portion of the restricted stock units are considered antidilutive under the treasury stock method as the number of shares that could be purchased with the assumed proceeds of the restricted stock units exceed the total amount of the underlying shares outstanding.

Restructuring Costs

Restructuring costs are not allocated to the Company’s reportable segments as they are not part of the segment performance measures regularly reviewed by management.

These charges are included in restructuring costs in the consolidated statements of operations and comprehensive loss .

These charges are included in restructuring costs in the consolidated statements of operations and comprehensive income (loss).

Liabilities associated from restructuring costs are recorded in accrued liabilities on the consolidated balance sheets.

The Company’s prior restructuring plans adopted in 2021 and 2022 focused on aligning its organizational and management cost structure to improve profitability and cash flow, reduce headcount and consolidate facilities.

These plans have been completed.

There was a restructuring expense reversal of $ 52 during the year ended December 31, 2024 primarily due to employee transitions associated with the sale of the Advanced Rehabilitation Business.

Restructuring expenses totaled $ 840 and $ 6,779 during the years ended December 31, 2023 and 2022, respectively.

The Company’s restructuring charges and payments for plans related to businesses acquired comprised of the following:

severance and

In November 2025, the Company implemented a restructuring plan (the “2025 Restructuring Plan”) designed to optimize its organizational structure, including the elimination of several positions and the consolidation of administrative functions.

Planned pre-tax charges associated with the 2025 Restructuring Plan are expected to total $ 3,000 , consisting entirely of employee severance costs.

Restructuring costs associated with the 2025 Restructuring Plan totaled $ 2,235 for the year ended December 31, 2025.

The Company’s prior restructuring plans adopted in 2021 and 2022 (the “Prior Restructuring Plans”) focused on aligning its organizational and management cost structure to improve profitability and cash flow.

There was a restructuring expense reversal of $ 52 during the year ended December 31, 2024 and restructuring expenses of $ 840 during the year ended December 31, 2023.

The following table summarizes the activity for restructuring liabilities:

Prior Restructuring

Plans 2025 Restructuring

Balance at December 31, 2023 $ 1,316 $ — $ 1,316

Expenses incurred 648 192 840

Expense reversal ( 52 ) — ( 52 )

Payments made ( 1,139 ) — ( 1,139 )

Balance at December 31, 2024 125 — 125

Expense reversal ( 52 ) — ( 52 )

Expenses incurred — 2,235 2,235

Payments made ( 125 ) ( 798 ) ( 923 )

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Any taxable income or loss generated by BV LLC is passed through to and included in the taxable income or loss of its members, including the Company, on a pro rata basis.

The components of loss before income taxes for the years ended December 31 are as follows:

The components of income (loss) before income taxes for the years ended December 31 are as follows:

2025 2024 2023

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International 10,365 10,322 4,565

Loss before income taxes - continuing operations $ ( 49,126 ) $ ( 121,111 ) $ ( 189,025 )

Income (loss) before income taxes—continuing operations $ 25,709 $ ( 52,342 ) $ ( 121,111 )

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The provision for income taxes on operations consists of the following for the years ended December 31:

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Total income tax (benefit) expense—continuing operations $ ( 1,565 ) $ ( 5,293 ) $ 85

Cash paid for income taxes totaled $ 1,341 , $ 2,955 and $ 1,518 for the years ended December 31, 2024, 2023 and 2022, respectively.

The Company’s investment in foreign subsidiaries continues to be indefinite in nature;

however, the Company may periodically repatriate a portion of these earnings to the extent that it does not incur significant additional tax liability.

Cash taxes paid, net of refunds received, consisted of the following for the years ended December 31:

2025 2024 2023

$ ( 479 ) $ 442 $ ( 473 )

state and local:

California 273 — ( 146 )

Illinois — 110 —

Michigan — — 88

Tennessee — 169 825

Texas 215 165 113

Others ( 6 ) 71 158

Netherlands 2,546 1,156 569

Canada 141 — 95

Others 70 83 45

Net cash paid for income taxes $ 2,760 $ 2,196 $ 1,274

Table of C o ntents

The differences between the effective income tax rate and the federal statutory income tax rates for the years ended December 31 are as follows:

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statutory federal corporate income tax rate $ 5,399 21.0 % $ ( 10,992 ) 21.0 % $ ( 25,433 ) 21.0 %

State and local income taxes, net of

federal income tax (a)

267 1.0 ( 1,103 ) 2.2 ( 262 ) 0.2

Foreign tax effects

Adjustment of deferred tax liabilities — — 412 ( 0.8 ) 1,948 ( 1.6 )

Foreign rate differential — — ( 17 ) — ( 55 ) 0.1

Noncontrolling interest — — 122 ( 0.2 ) 211 ( 0.2 )

LLC flow-through structure 11.9 15.7 5.4

Non-deductible expenses ( 2.2 ) ( 1.1 ) —

State and local income taxes, net of federal benefit 2.2 0.2 4.2

Other — — ( 240 ) 0.5 — —

Adjustment of deferred tax liabilities — — 4,272 ( 8.2 ) ( 1,654 ) 1.4

Advanced Rehabilitation sale — — ( 175 ) 0.3 — —

Change in valuation allowance — — ( 4,272 ) 8.2 1,768 ( 1.5 )

Research and other tax credits 0.8 0.5 0.3

Organizational Transactions — — ( 0.6 )

Uncertain tax positions 3.1 1.1 ( 0.9 )

Foreign rate differential 399 1.6 260 ( 0.5 ) 212 ( 0.2 )

GAAP impairment — — ( 3.5 )

Stock compensation 0.7 ( 4.0 ) —

Noncontrolling interest ( 514 ) ( 2.0 ) ( 351 ) 0.7 ( 252 ) 0.2

Return to provision 688 2.7 — — — —

Other 68 0.3 ( 634 ) 1.2 427 ( 0.3 )

Effective income tax rate 10.8 % ( 0.1 %) 23.5 %

Other foreign jurisdictions ( 51 ) ( 0.2 ) 3 — 2 —

Effect of cross-border tax laws

Foreign income inclusions 1,347 5.2 321 ( 0.6 ) 322 ( 0.3 )

R&D credits ( 190 ) ( 0.7 ) 261 ( 0.5 ) ( 613 ) 0.5

Foreign Tax Credit ( 1,012 ) ( 3.9 ) — — — —

Changes in valuation allowances ( 3,996 ) ( 15.5 ) 8,662 ( 16.6 ) 35,275 ( 29.1 )

Nontaxable or Nondeductible items

LLC flow through structure 1,202 4.7 ( 5,828 ) 11.1 ( 19,054 ) 15.7

Advanced Rehabilitation sale — 1.8 ( 907 ) 1.7 — —

Disallowed interest expense — ( 2.1 ) 1,022 ( 2.0 ) — —

Meals & entertainment 632 2.5 344 ( 0.7 ) 209 ( 0.2 )

Other non-deductible expenses 473 1.8 260 ( 0.5 ) 164 ( 0.1 )

Equity-based compensation

(windfall) shortfall ( 261 ) ( 1.0 ) 343 ( 0.6 ) 4,805 ( 4.0 )

Noncontrolling interest ( 972 ) ( 3.7 ) 3,858 ( 7.4 ) 8,061 ( 6.6 )

Other 208 0.8 184 ( 0.4 ) 209 ( 0.2 )

Changes in unrecognized tax benefits ( 4,195 ) ( 16.3 ) ( 1,528 ) 3.0 ( 1,384 ) 1.1

Other adjustments

Adjustment of deferred tax liabilities ( 551 ) ( 2.1 ) ( 32 ) 0.1 ( 4,727 ) 3.9

Return to provision ( 506 ) ( 2.0 ) 462 ( 0.9 ) ( 94 ) 0.1

Effective Tax Rate $ ( 1,565 ) ( 6.1 %) $ ( 5,293 ) 10.1 % $ 85 ( 0.1 %)

(a) During the years ended December 31, 2025 and 2024, state taxes in Tennessee made up the majority of the tax effect in this category.

During the year ended December 31, 2023, state taxes in Tennessee and Pennsylvania made up the majority of the tax effect in this category.

Table of C o ntents

Deferred tax assets and liabilities are determined based on the difference between financial statement and tax bases using enacted tax rates in effect for the year in which the differences are expected to reverse.

The components of the deferred taxes were as follows:

The components of the deferred taxes were as follows for the years ended December 31:

Deferred tax assets:

1 unchanged sentence

Interest 18,811 18,692

Net operating losses and tax credit carryforwards 9,224 10,792

Net operating losses 9,916 9,224

Tax credits 2,515 1,381

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Research & development — 50

Fixed assets — 18

Accrued liabilities — 10

6 unchanged sentences

Gross deferred income tax liabilities 433 564

Net deferred tax (asset) liability $ ( 4,181 ) $ 1,213

Net deferred tax asset $ 5,089 $ 4,181

The Company considered many factors when assessing the likelihood of future realization of these deferred tax assets, including expectations of future taxable income or loss, the carryforward periods available to the Company for tax reporting purposes, and other relevant factors.

The net change in the valuation allowance was $ 4,296 .

The valuation allowance at December 31, 2024 is primarily against NOLs, interest carryover and capital loss carryforward.

The valuation allowance at December 31, 2023 principally relates to recognizing a full valuation allowance against foreign NOLs.

Beginning in 2022, the Tax Cuts and Jobs Act of 2017 eliminated the option to deduct research and development expenditures immediately in the year incurred and requires companies to amortize such expenditures over five or fifteen years for tax purposes, depending on whether the activities were incurred in the United States or outside of the United States.

This change resulted in an increase to gross deferred tax assets and cash tax liabilities in 2023 and 2024.

As of December 31, 2024, the Company had approximately $ 33,720 in U.S.

federal NOL carryforwards and $ 1,153 in federal tax credits.

Certain US federal NOL carryforwards begin to expire in 2031, while others were generated after the enactment of the Tax Cuts and Jobs Act (the “Act”) and as such do not expire, but can only be utilized to offset up to 80% of taxable income in any given year.

The federal tax credits start to expire at various dates beginning in 2026.

The valuation allowance at December 31, 2025 and 2024 primarily relates to U.S.

federal net operating loss (“NOL”) carryforwards, interest carryover and capital loss carryforward.

As of December 31, 2025, the Company had approximately $ 35,746 in NOL carryforwards and $ 2,259 in federal tax credits.

Under the Tax Cuts and Jobs Act, the U.S.

federal NOL carryforwards can be carried forward indefinitely, and can only be used to offset up to 80% of taxable income in any given year.

The federal tax credits expire at various dates beginning in 2040.

As of December 31, 2025, the Company held approximately $ 463 in gross foreign NOL carryforwards, primarily associated with Bioventus Canada ULC, which can be carried forward for up to 20 years.

As of December 31, 2025, the Company had approximately $ 46,594 in state NOL carryforwards and $ 354 in state tax credits.

If not utilized, some state NOL carryforwards will expire at various dates beginning in 2025.

The Company evaluated its tax positions and had unrecognized tax benefits of $ 920 and $ 3,735 as of December 31, 2025 and 2024, respectively.

2 unchanged sentences

deferred tax assets.

The Company does expect a material decrease of approximately $ 2,334 in the twelve months following December 31, 2024 in its uncertain tax positions due to various statute expirations during 2025.

The Company expects a decrease of approximately $ 221 in the twelve months following December 31, 2025 in its uncertain tax positions due to various statute expirations during 2026.

The Company files U.S.

federal income tax returns as well as income tax returns in many United States and foreign jurisdictions.

In general, the tax years 2021 - 2024 remain open to examination by the major jurisdictions in which the Company is subject to tax.

In general, tax years 2022 through 2025 remain open to examination by the major jurisdictions in which the Company is subject to tax.

A reconciliation of the gross unrecognized tax benefits (excluding interest and penalties) for the years ended December 31:

3 unchanged sentences

End of the period $ 920 $ 3,735

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Tax Receivable Agreement

10 unchanged sentences

The Company also leases certain office equipment under nominal finance leases.

The remaining lease terms range from 1 month to 8.3 years.

The remaining lease terms range from one month to 7.3 years.

Lease assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease.

2 unchanged sentences

Lease assets also include the impact of any prepayments made and are reduced by impact of any lease incentives.

The Company does not recognize lease liabilities or lease assets on the balance sheet for short-term (leases with a lease term of twelve months or less as of the commencement date).

The Company does not recognize lease liabilities or lease assets on the balance sheet for short-term leases (with a lease term of twelve months or fewer as of the commencement date).

Rather, any short-term lease payments are recognized as an expense on a straight-line basis over the lease term.

1 unchanged sentence

For all classifications of leases, the Company combines lease and nonlease components in order to record the combination as a single lease component.

Variable lease payments are excluded from the lease liability and recognized in the period in which the obligation is incurred.

Variable lease payments are excluded from the lease liability and are recognized in the period in which the obligation is incurred.

Additionally, lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise the option.

8 unchanged sentences

(a) Includes variable lease cost and sublease income, which are immaterial.

Supplemental cash flow information and non-cash activity related to operating leases were as follows for the years ended December 31:

Table of C o ntents

Supplemental cash flow information and non-cash activity related to leases were as follows for the years ended December 31:

2025 2024 2023

31 unchanged sentences

2029 22 1,740

2029 10 1,730

Thereafter — 4,281

2 unchanged sentences

Present value of future lease payments $ 7,759 $ 9,636

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Governmental and Legal Contingencies

14 unchanged sentences

1:23– cv – 00032-CCE-JEP (M.D.N.C.).

The complaint asserted violations of Sections 10(b) and 20(a) of the Exchange Act and of Sections 11 and 15 of the Securities Act and generally alleges that the Company failed to disclose certain information regarding rebate practices, its business and financial prospects, and the sufficiency of internal controls regarding financial reporting.

The complaint seeks damages in an unspecified amount.

The complaint asserted violations of Sections 10(b) and 20(a) of the Exchange Act and of Sections 11 and 15 of the Securities Act and generally alleges that the Company failed to disclose certain information regarding its rebate practices, its business and financial prospects, and the sufficiency of internal controls regarding financial reporting.

The complaint sought damages in an unspecified amount.

On April 12, 2023, the Court appointed Wayne County Employees’ Retirement System as lead plaintiff.

8 unchanged sentences

The settlement amount of $ 15,250 , together with interest earned thereon, has been paid by the defendants and/or the defendant’s insurers.

The Company incurred $ 13,802 of net shareholder litigation costs (including estimated settlement and reimbursement) during the year ended December 31, 2024 under the Settlement Agreement, which were recorded in selling, general and administrative expense within the consolidated condensed statements of operations and comprehensive loss.

The Company incurred $ 51 and $ 13,802 of net shareholder litigation costs (including estimated settlement and reimbursement) during the years ended December 31, 2025 and 2024, respectively, under the Settlement Agreement, which were recorded in selling, general and administrative expense within the consolidated statements of operations and comprehensive income (loss).

On October 4, 2023, certain of the Company’s current and former directors and officers were named as defendants in a derivative shareholder lawsuit (in which the Company is a nominal defendant) filed in the United States District Court for the District of Delaware, Grogan, on behalf of Bioventus Inc., v.

3 unchanged sentences

On January 12, 2024, the Court agreed to stay this case pending resolution of the Ciarciello case.

On February 9, 2024, another plaintiff filed a derivative shareholder lawsuit against certain of the Company’s current and former directors and officers (in which the Company is a nominal defendant) filed in the United States District Court for the District of Delaware, Sanderson, on behalf of Bioventus Inc.

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On February 9, 2024, another plaintiff filed a derivative shareholder lawsuit against certain of the Company’s current and former directors and officers (in which the Company is a nominal defendant) in the United States District Court for the District of Delaware, Sanderson, on behalf of Bioventus Inc.

Reali, et al., No.

1:24-cv-00180-RGA (D.

Like the Grogan case, this case asserts violations of Section 10(b) of the Exchange Act, breaches of fiduciary duties and related state law claims, and a claim for contribution, and generally alleges the same purported misconduct as alleged in the Ciarciello case.

On May 1, 2024, the parties filed a stipulation to consolidate the two derivative matters and stay them on terms similar to those entered in the Grogan case.

On May 2, 2024, the United States District Court for the District of Delaware granted the stipulation and ordered the consolidation of the Sanderson and Grogan cases, captioned In re Bioventus Inc.

Derivative Litigation , Case No.:

1:23-cv-01099-RGA.

On May 1, 2024, the parties filed a stipulation to consolidate the Sanderson and Grogan derivative matters and stay them on terms similar to those entered in the Grogan case.

On May 2, 2024, the Court granted the stipulation and ordered the consolidation of the Sanderson and Grogan cases, captioned In re Bioventus Inc.

Derivative Litigation , No.:

1:23-cv-01099-RGA (D.

The Court also stayed the consolidated case.

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On January 6, 2025, the Court entered a scheduling order, under which the defendants had until March 3, 2025 to file a motion to dismiss the amended complaint.

On February 21, 2025, the parties submitted a joint stipulation to stay the proceedings to allow the parties time to negotiate a settlement, which the company expects to be in the form of governance reforms.

On July 31, 2024, another plaintiff filed a derivative complaint against certain of the Company’s current and former officers and directors, in which Bioventus is a nominal defendant only, in the United States District Court for the Middle District of North Carolina, captioned Vince v.

1:24-cv-006390CCEJEP (M.D.N.C.

Like the Gorgan case, the Vince case asserts violations of Section 14(a) of the Exchange Act, breaches of fiduciary duties, unjust enrichment, contribution, and waste, and generally alleges the same purported misconduct as alleged in the Ciarciello case.

On February 21, 2025, the parties submitted a joint stipulation to stay the proceedings to allow the parties time to negotiate a settlement.

On April 22, 2025, June 23, 2025, October 24, 2025, December 23, 2025, and February 3, 2026, the parties submitted status updates requesting more time to continue their settlement discussions.

On July 31, 2024, another plaintiff filed a derivative complaint against certain of the Company’s current and former officers and directors, (in which the Company is a nominal defendant), in the United States District Court for the Middle District of North Carolina, captioned Vince, on behalf of Bioventus Inc.

1:24-cv-00639-CCE-JEP (M.D.N.C.).

Like the Grogan case, the Vince case asserts violations of Section 14(a) of the Exchange Act, breaches of fiduciary duties, unjust enrichment, contribution, and waste and generally alleges the same purported misconduct as alleged in the in the Ciarciello case.

On November 11, 2024, the defendants filed a motion to transfer the Vince case to the United States District Court for the District of Delaware, pursuant to the forum selection clause in Bioventus’s certificate of incorporation.

1 unchanged sentence

On February 14, 2025, the plaintiff requested voluntary dismissal of the Vince case without prejudice and the Court granted the request that same day.

On February 20, 2025, plaintiff Jeffrey Vince refiled a Verified Stockholder Derivative Complaint against certain of Bioventus’ current and former officers and directors, naming Bioventus as a nominal defendant only, in Delaware Chancery Court, captioned Jeffrey Vince v.

Reali et al ., C.A.

On February 20, 2025, plaintiff Vince refiled a derivative complaint against certain of Bioventus’ current and former officers and directors, (in which the Company is a nominal defendant), in the Delaware Chancery Court, captioned Vince, on behalf of Bioventus Inc.

2025-0192-LWW (Del.

Like his prior complaint, which he voluntarily dismissed, Vince asserts breaches of fiduciary duties, unjust enrichment, contribution, and waste, and generally alleges the same purported misconduct as alleged in the Ciarciello case.

The Defendants have not yet been served.

On February 26, 2025, plaintiff James Bouchereau filed a Verified Stockholder Derivative Complaint against certain of Bioventus’s current and former officers and directors, naming Bioventus as a nominal defendant only, in Delaware Chancery Court, captioned James Bouchereau v.

Reali et al ., C.A.

2025-___-___ (Del.

The complaint is identical to the Vince complaint and asserts breaches of fiduciary duties, unjust enrichment, contribution, and waste, and generally alleges the same purported misconduct as alleged in the Ciarciello case.

Like the prior complaint, which he voluntarily dismissed, Vince asserts breaches of fiduciary duties, unjust enrichment, contribution, and waste, and generally alleges the same purported misconduct as alleged in the Ciarciello case.

On March 24, 2025, the defendants filed a motion to dismiss the complaint, or in the alternative, to stay the case.

On February 26, 2025, another plaintiff filed a derivative complaint against certain of Bioventus’s current and former officers and directors, (in which the Company is a nominal defendant), in the Delaware Court of Chancery, captioned Bouchereau, on behalf of Bioventus Inc.

2025-0214-BWD (Del.

The complaint is nearly identical to the Vince complaint and asserts breaches of fiduciary duties, unjust enrichment, contribution, and waste, and generally alleges the same purported misconduct as alleged in the Ciarciello case.

The Defendants have not yet been served.

On February 6, 2025, purported stockholder Jae Hyung Jung served a litigation demand, requesting that the Board take action against certain directors and officers for alleged breaches of fiduciary duties, gross mismanagement, unjust enrichment, waste, aiding and abetting in connection with the same conduct at issue in the litigations.

On February 7, 2025, the same purported stockholder, Jung, served a settlement demand, requesting that the Company adopt certain corporate governance reforms and agree to certain monetary payments.

The Company has not yet responded to either demand.

The Company believes the claims alleged in the above derivative matters lack merit and intends to defend itself vigorously.

On March 6, 2025, another plaintiff filed a derivative complaint against certain of Bioventus’s current and former officers and directors(in which the Company is a nominal defendant), in in the United States District Court for the Middle District of North Carolina, captioned Hyung v.

1:25-cv-00177-CCE-JEP (M.D.N.C.).

Like the other derivative cases, the Hyung case asserts violations of Section 14(a) of the Exchange Act, contribution, breaches of fiduciary duties, aiding and abetting, gross mismanagement, waste, and generally alleges the same purported misconduct as alleged in the Ciarciello case.

On May 13, 2025, the defendants filed a motion to transfer the Hyung case to the United States District Court for the District of Delaware, pursuant to the forum selection clause in Bioventus’s certificate of incorporation, or in the alternative, to dismiss the case.

On July 1, 2025, the Court granted the motion to transfer and transferred the Hyung case to the District of Delaware.

The plaintiff subsequently filed a notice of appeal of that order to the United States Court of Appeals for the Fourth Circuit on July 16, 2025.

On July 25, 2025, the plaintiff filed a joint stipulation to voluntarily dismiss the appeal.

On July 8, 2025, the plaintiff filed an amended complaint in the District of Delaware, captioned Hyung v.

1:25-cv-00806-RGA (D.

The defendants filed a motion to dismiss the Hyung case on October 10, 2025.The motion to dismiss has been fully briefed and the parties are now awaiting the Court’s decision.

The Company believes the claims alleged in the above actions, including the pending derivative matters, lack merit and intends to defend itself vigorously.

Except as described above, the outcomes of these matters are not presently determinable, and any loss is neither probable nor reasonably estimable.

Table of C o ntents

Other Matters

10 unchanged sentences

Royalties related to this agreement during the years ended December 31, 2025, 2024 and 2023 totaled $ 19,039 , $ 18,764 and $ 14,035 , respectively.

These royalties are included in cost of sales within the consolidated statements of operations and comprehensive loss .

These royalties are included in cost of sales within the consolidated statements of operations and comprehensive income (loss).

As part of a supply agreement entered on February 9, 2016 and subsequently amended for the Company’s three-injection OA product, the Company is subject to annual minimum purchase requirements for 10 years.

3 unchanged sentences

The fair values of the LOCs reflect the amount of the underlying obligation and are subject to fees payable to the issuers, competitively determined in the marketplace.

As of December 31, 2024 the Company had three LOCs outstanding for $ 2,200 and as of December 31, 2023, the Company had three LOC outstanding for $ 2,200 .

As of December 31, 2025 and December 31, 2024 the Company had three LOCs outstanding for approximately $ 2,200 .

The Company currently maintains insurance for risks associated with the operation of its business, provision of professional services and ownership of property.

7 unchanged sentences

Significant Accounting Policies for further information regarding revenue recognition.

As previously discussed in Note 1.

Organization, SonicOne revenue was reclassified from Restorative Therapies to Surgical Solutions on a retrospective basis as its capabilities to remove devitalized or necrotic tissue and fiber deposits more closely align with Surgical Solutions’ soft tissue management.

SonicOne revenue reclassified for the year ended December 31, 2023 and 2022 totaled $ 6,833 and $ 6,845 , respectively, for the U.S.

reporting segment and $ 299 and $ 281 , respectively, for the International reporting segment.

The Company had product sales to one customer totaling $ 59,742 primarily in the U.S.

reporting segment during the year ended December 31, 2024, representing 10.4 % of total net sales.

There were no customers representing 10% or more of net sales during the years ended December 31, 2023 and 2022.

The Company had product sales to one customer totaling $ 64,521 and $ 59,742 , primarily in the U.S.

reporting segment representing 11.4 % and 10.4 % of total net sales during the years ended December 31, 2025 and 2024, respectively.

There were no customers representing 10 % or more of net sales during the year ended December 31, 2023.

Table of C o ntents

The following table presents the Company’s net sales disaggregated by major products within each segment as follows for the years ended December 31:

12 unchanged sentences

Total net sales $ 568,087 $ 573,280 $ 512,345

As previously discussed in Note 2.

Significant accounting policies—Accounting pronouncements recently adopted, the Company adopted the provisions of ASU 2023-07, which required enhanced disclosures concerning significant segment expenses that are provided to the CODM and included within each measure of segment profit or loss.

The Company operates in two reportable segments:

and International.

These segments align with the Company’s operating structure and are based on the geographic markets in which the Company sells its products.

Both segments sell the Company’s portfolio of products to healthcare institutions, physicians, patients, distributors and dealers.

The Company identifies a business as an operating segment if (i) it engages in business activities from which it may earn revenues and incur expenses;

1 unchanged sentence

The Company’s CODM is its President and Chief Executive Officer, who uses segment Adjusted EBITDA to make decisions regarding the allocation of resources, assess performance and to develop annual budgets and forecasts.

The Company’s two operating segments are U.S.

and International, which also represent its reportable segments.

Both segments sell the Company’s portfolio of products to healthcare institutions, physicians, patients, distributors and dealers.

The Company does not disclose segment information by asset, as the CODM does not review or use it to allocate resources or to assess the operating results and financial performance.

The following table presents segment adjusted EBITDA reconciled to loss before income taxes for the years ended December 31:

December 31, 2024

The Company does not disclose segment information by asset, as the CODM does not review or use such information to allocate resources or to assess the operating results and financial performance.

Table of C o ntents

The following table presents segment Adjusted EBITDA reconciled to income (loss) before income taxes for the years ended December 31:

International Consolidated

6 unchanged sentences

Adjusted general and administrative expense (b)

97,592 14,949

Adjusted research and development expense (c)

Adjusted other segment income (d)

( 352 ) ( 405 )

Adjusted other segment expense (d)

Adjusted EBITDA 100,967 15,310 116,277

Reconciliation to loss before income taxes

Reconciliation to income before income taxes

Interest expense, net ( 26,486 )

Depreciation and amortization ( 47,011 )

Acquisition and related costs ( 1,339 )

Shareholder litigation costs ( 51 )

Restructuring and succession charges 57

Restructuring costs ( 2,235 )

Equity-based compensation ( 12,673 )

Financial restructuring costs ( 351 )

Impairments of assets ( 36,357 )

Debt refinancing ( 902 )

Loss on extinguishment ( 326 )

Loss on disposal of a business ( 81 )

Other items (e)

Loss before income taxes $ ( 49,126 )

December 31, 2023

Income before income taxes $ 25,709

International Consolidated

15 unchanged sentences

Acquisition and related costs ( 1,339 )

Restructuring and succession charges ( 2,331 )

Shareholder litigation costs ( 13,802 )

Restructuring costs 57

Equity-based compensation ( 13,274 )

Financial restructuring costs ( 7,291 )

Debt refinancing ( 351 )

Impairments of assets ( 36,357 )

2 unchanged sentences

Loss before income taxes $ ( 52,342 )

December 31, 2022

Table of C o ntents

International Consolidated

8 unchanged sentences

Adjusted research and development expense (c)

Adjusted other segment (income) expense (d)

Adjusted other segment income (d)

( 942 ) ( 348 )

6 unchanged sentences

Equity-based compensation ( 2,722 )

Debt refinancing ( 7,291 )

Impairment of assets ( 78,615 )

Impairment of goodwill ( 124,697 )

Loss on disposal of a business ( 1,539 )

Other items (e)

Loss before income taxes $ ( 121,111 )

(a) Adjusted cost of sales used in calculating segment Adjusted EBITDA excludes depreciation and amortization as well as the amortization of inventory step-up resulting from acquisitions.

(b) Adjusted selling, general and administrative expense used in the calculation of segment Adjusted EBITDA excludes certain acquisition and related costs, shareholder litigation costs, certain restructuring and succession charges, asset impairments, financial restructuring costs, equity-based compensation expense and other segment items—charges associated with strategic transactions, such as potential acquisitions or divestitures and transformative project to redesign systems and information processing projects.

(c) Adjusted research and development expense used in calculating segment Adjusted EBITDA excludes depreciation and amortization, equity-based compensation expense and other items—charges associated with the discontinuance of MOTYS and certain regulatory costs.

(d) Adjusted other segment (income) expense primarily consists of foreign currency transaction and remeasurement gains and losses and other certain nonrecurring items.

Activity excluded for the year ended December 31, 2024 included previously unrealized foreign currency gains within the International segment resulting from the sale of the Advanced Rehabilitation Business.

There were no excluded costs relating to other (income) expense during the year ended December 31, 2023.

Costs excluded for the year ended December 31, 2022 included an impairment related to the investment in Trice Medical Inc.

within the U.S.

(e) 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 divestiture costs related to the Company’s Advanced Rehabilitation Business, including transactional fees, transformative project costs and strategic transaction costs.

(a) Adjusted cost of sales used in calculating segment Adjusted EBITDA excludes depreciation and amortization.

(b) Adjusted selling, general and administrative expense used in the calculation of segment Adjusted EBITDA excludes certain acquisition and related costs, shareholder litigation costs, certain restructuring and succession charges, asset impairments, debt refinancing, equity-based compensation expense and other segment items—charges associated with strategic transactions, such as potential divestitures and a transformative project to redesign systems and information processing.

(c) Adjusted research and development expense used in calculating segment Adjusted EBITDA excludes depreciation and amortization, equity-based compensation expense.

(d) Adjusted other segment expense (income) primarily consists of foreign currency transaction and remeasurement gains and losses and other certain nonrecurring items.

(e) During the year ended December 31, 2025, other items primarily consisted of expenses related to the divestiture of the Advanced Rehabilitation Business, which was completed on December 31, 2024.

During the year ended December 31, 2024, other items primarily consisted of divestiture costs related to the Advanced Rehabilitation Business, strategic transaction costs and transformative project costs.

During the year ended December 31, 2023, other items mostly consisted of strategic transaction costs, transformative project costs, transition and severance costs and expenses related to the discontinuance of MOTYS.

During the year ended December 31, 2022, other items primarily consisted of costs related to the discontinuance of MOTYS, strategic transaction costs and public company preparation costs .

Discontinued Operations

On February 27, 2023 the Company reached a Settlement Agreement with the Former Securityholders of CartiHeal that resulted in the transfer of 100 % of the Company’s shares in CartiHeal to a Trustee.

Refer to Note 4.

Acquisitions and divestitures for further details concerning the CartiHeal Settlement Agreement and its deconsolidation from the Company’s financial statements.

CartiHeal had no sales for the years ended December 31, 2023 and 2022.

The following table summarizes the major income and expense line items of these discontinued operations, as reported in the consolidated statements of operations for the years ended December 31:

CartiHeal (2009) Ltd.

On July 12, 2022, the Company completed the acquisition of 100 % of the remaining shares in CartiHeal, a privately held company headquartered in Israel and the developer of the proprietary Agili-C implant for the treatment of joint surface lesions in traumatic and osteoarthritic joints.

The Company held an equity interest in CartiHeal prior to the acquisition.

The total purchase consideration for the acquisition of CartiHeal included cash, deferred payment obligations and contingent consideration.

The Company was unable to secure a financing solution to fund the deferred payment obligations on terms the Company believed to be favorable to it and its shareholders.

As a result, on February 27, 2023, the Company entered into a settlement agreement (the “Settlement Agreement”) with Elron Ventures Ltd.

(“Elron” and together with the Company, the “Parties”) as representative of CartiHeal’s selling securityholders (collectively, the “Former Securityholders”).

Pursuant to the Settlement Agreement, Elron, on behalf of the Former Securityholders, agreed to forbear from initiating any legal action or proceedings related to the non-payment of outstanding deferred payment obligations or contingent consideration arising from the Company’s acquisition of CartiHeal in exchange for non-refundable payments totaling $ 10,150 .

Table of C o ntents

The Company transferred 100 % of its shares in CartiHeal to a trustee (the “Trustee”) for the benefit of the Former Securityholders pursuant to the Settlement Agreement.

CartiHeal was part of the Company’s International reporting segment.

The Company treated the deconsolidation of CartiHeal as a discontinued operation.

The loss upon disposal was $ 60,639 and was recorded within discontinued operations, net of tax within the consolidated statements of operations and comprehensive income (loss).

The loss on disposal consists of the book value of CartiHeal’s net assets at the time of disposal, goodwill attributable to CartiHeal and the previously discussed non-refundable payments made to Elron.

CartiHeal had no sales for the year ended December 31, 2023.

The following table summarizes the major income and expense line items of discontinued operations, as reported in the consolidated statements of operations for the year ended December 31:

Selling, general and administrative expense $ 1,728

2 unchanged sentences

Depreciation and amortization (a)

Impairments of assets — 64,500

Operating loss from discontinued operations ( 8,098 )

Interest expense, net (a)

Other expense (income) (b)

61,442 ( 22,714 )

Other expense (income) 66,331 ( 8,940 )

Loss before income taxes ( 74,429 ) ( 74,874 )

Income tax benefit, net — ( 6,134 )

Other expense (b)

Other expense 66,331

Net loss from discontinued operations ( 74,429 )

6 unchanged sentences

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 8. Financial Statements and Supplementary Data