What changed in this filing

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Item 9A. Controls and Procedures

2026-03-05 compared with 2025-03-11 · 85 added, 47 removed, 345 unchanged (28% of the section changed)

9 unchanged sentences

The Company’s internal control over financial reporting is a process designed to provide reasonable assurance to our management and Board of Directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

17 unchanged sentences

Cowdy 58 Director

Ajay Dhankhar 55 Director

Mary Kay Ladone 59 Director

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Claypoole is well-qualified to serve on our Board considering the breadth of his experience across multiple global medical device markets and his extensive expertise in accelerating innovation, driving operational excellence, enhancing go-to-market strategies, and driving commercial execution and organizational effectiveness.

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Hawkins has served as a member of our Board since September 2020 and as Chairperson of our Board since September 2020.

10 unchanged sentences

and Baebies, Inc., Cirtec Medical Corp., Enterra Medical and Virtue Labs, LLC, each a privately-held life science company.

Hawkins serves on the compensation committee of Biogen and chairs the ethics and compliance committee of MiMedx.

Hawkins serves on the compensation committee and corporate governance committee of Biogen and chairs the ethics and compliance committee of MiMedx.

Hawkins previously served on the Board of Directors of Avanos Medical, Inc.

6 unchanged sentences

Hawkins was selected to serve on our Board because of his experience in and knowledge of the life science industry.

Bartholdson was appointed as a member of our Board effective January 8, 2023.

Bartholdson has served as a member of our Board since January 8, 2023.

Bartholdson is the co-founder and has been a Partner of Juniper Investment Company, a private investment management firm that invests in publicly traded and private companies through concentrated ownership positions since its inception in 2007.

7 unchanged sentences

Prior to that, he was an analyst at Merrill Lynch Capital Partners from 1992 to 1994.

Bartholdson received his Bachelor of Arts from Duke University and his Master of Business Administration from Stanford Graduate School of Business.

Bartholdson received his Bachelor of Arts from Duke University and his Master of Business Administration from the Stanford Graduate School of Business.

Bartholdson was selected to serve on our board because of his professional investor perspective on stockholder and related matters and his significant governance, finance, capital markets and transactional experience on multiple public and private company boards.

12 unchanged sentences

Beyer was selected to serve on our Board because of his extensive experience in international healthcare markets, his service as a chief executive officer and his broad business and public company experience.

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Cowdy has served as a member of our Board since September 2020.

Cowdy has served as the Chief Business Development and Corporate Affairs Officer for Smith & Nephew plc, a medical equipment manufacturing company, since 2018.

Cowdy served as the Chief Business Development and Corporate Affairs Officer for Smith & Nephew plc, a medical equipment manufacturing company, from 2018 until his retirement in May 2025.

Since joining Smith & Nephew plc in June 2008, he has also served as Executive Vice President of Business Development and Corporate Affairs, Head of Corporate Affairs and Strategic Planning, Group Director of Corporate Affairs and Director of Investor Relations.

4 unchanged sentences

Cowdy was selected to serve on our Board because of his experience in the industry, his finance experience, and his knowledge of the Company.

Ajay Dhankhar, PhD, has served as the Chief Corporate Development & Strategy Officer of Smith & Nephew since June 2025.

Dhankhar founded Bluish Capital in July 2024, a strategy and financial advisory firm focused on deploying growth capital to support high quality, recently FDA approved assets, and served as its Managing Partner until his appointment to Smith & Nephew.

From July 2022 to June 2024, Dr.

Dhankhar served as a Managing Director in the Financial Advisory Healthcare Group of Lazard Ltd, where he was the Global Head of Medical Technology, Diagnostics and Tools.

Prior to joining Lazard, Dr.

Dhankhar held multiple leadership roles at McKinsey & Company over a span of 25 years, including, most recently, Senior Partner, as well as Global Head of Strategy and M&A for Life Sciences and Global Head of Life Sciences R&D.

Dhankhar has a B.S.

in Physics and Computer Science from Angelo State University and a PhD in Molecular Biophysics and Biochemistry from Yale University.

Mary Kay Ladone has served as a member of our Board since July 2021.

7 unchanged sentences

Since March 2022, Ms.

Ladone has also served on the board of directors of Inogen Inc., a publicly traded supplemental oxygen therapies provider, where she is a member of the audit and compensation committees.

Ladone also serves on the board of directors of Kestra Medical Technologies, Inc., a privately held wearable medical device and digital healthcare company, where she has been the chair of the audit committee since September 2022, and of Novanta Inc., a publicly traded supplier of technology solutions service to medical and advanced industrial original equipment manufacturers since July 2024.

Ladone has also served on the board of directors of Inogen Inc., a publicly traded supplemental oxygen therapies provider, where she is a member of the audit committee and is the chair of the compensation committee.

Ladone also serves on the board of directors of Kestra Medical Technologies, Inc., a publicly traded wearable medical device and digital healthcare company, where she has been the chair of the audit committee since September 2022 and a member of the nominating and corporate governance committee since March 2025, and of Novanta Inc., a publicly traded supplier of technology solutions service to medical and advanced industrial original equipment manufacturers since July 2024.

Ladone holds a Bachelor of Arts in Finance and Economics from the University of Notre Dame.

2 unchanged sentences

McMurry-Heath served as President and Chief Operating Officer of the Biotechnology Innovation Organization, a membership and advocacy organization focused on improving biotech research and applying biotech innovations to major healthcare challenges, from 2020 to 2022.

McMurry-Health was previously with Johnson & Johnson (“J&J”) from 2014 to 2020, where she served as Global Head of Evidence Generation for Medical Device Companies and then Vice President of Global External Innovation and Global Leader for Regulatory Sciences.

McMurry-Heath was previously with Johnson & Johnson (“J&J”) from 2014 to 2020, where she served as Global Head of Evidence Generation for Medical Device Companies and then Vice President of Global External Innovation and Global Leader for Regulatory Sciences.

Prior to her time at J&J, Dr.

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McMurry-Heath began her career as a Senior Policy Advisor for Senator Joseph Lieberman for Health, Social, and Biomedical Innovation Policy from 2001 to 2004.

She later served as a Robert Wood Johnson Health and Society Scholar at the University of California, San Francisco and Berkeley from 2004 to 2005 and a Mcarthur Fellow, Global Health for the Council on Foreign Relations from 2004 to 2006.

McMurry-Heath also serves on the Board of Directors at publicly traded Revvity Inc., the former life sciences and diagnostics business of the company previously known as PerkinElmer, where she is a member of the audit committee.

McMurray-Heath received her M.D./Ph.D.

She later served as a Robert Wood Johnson Health and Society Scholar at the University of California, San Francisco and Berkeley from 2004 to 2005 and a Macarthur Fellow, Global Health for the Council on Foreign Relations from 2004 to 2006.

McMurry-Heath received her M.D./Ph.D.

in Immunology from Duke University’s Medical Scientist Training Program, becoming the first African American to graduate from the prestigious program, and her AB in Biochemistry from Harvard University.

McMurry-Heath was selected to serve on our Board due to her significant policy, regulatory, commercial healthcare and advocacy experience.

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Neels has served as a member of our Board since September 2020.

Neels has been with EW Healthcare Partners (formerly Essex Woodlands), a healthcare growth equity and venture capital firm, since August 2006, where he is has served as Operating Partner since 2013.

Neels has been with EW Healthcare Partners (formerly Essex Woodlands), a healthcare growth equity and venture capital firm, since August 2006, where he has served as Operating Partner since 2013.

Prior to joining EW Healthcare Partners, Mr.

10 unchanged sentences

Neels served as a member of the board of managers of BV LLC from May 2012 until the time of our IPO.

Neels also currently serves on the board of directors of Axogen, Inc.

Neels currently serves on the board of directors of Axogen, Inc.

and is a member of its compensation committee.

7 unchanged sentences

Nohra served as a member of the board of managers of BV LLC, from May 2012 until the time of our IPO.

Nohra currently serves as a member of the boards of directors of Spiral Therapeutics, Inc., a private life sciences company.

Nohra currently serves as a member of the board of directors of Spiral Therapeutics, Inc., a private life sciences company.

He also previously served on the board of directors of various public companies, including ATS Medical, Inc., Cutera, Inc., AcelRx Pharmaceuticals, Inc., and ZS Pharma, as well as several private companies, including Bionure, Inc., Sanifit Therapeutics S.A., Carbylan Biosurgery, Inc., Cerenis Therapeutics, Coapt Systems, Paracor Medical, Inc.

1 unchanged sentence

Nohra was selected to serve on our Board because of his extensive experience in the life sciences industry, his investment and development experience, and his service as a director of other life sciences companies.

Sutter has served as a member of our Board since September 2020.

Sutter is one of the two founding Managing Directors of EW Healthcare Partners (previously known as Essex Woodlands), one of the oldest and largest life sciences and healthcare focused growth equity and venture capital firms, which he formed in 1985.

Sutter has more than 35 years of management experience in operations, marketing, finance and venture capital.

Sutter served as a member of the board of managers of BV LLC from May 2012 until the time of our IPO.

Sutter also currently serves on the board of directors of MiMedx Group, Inc., a publicly traded regenerative medicine life sciences company, and Prolacta Biosciences, Inc., a privately held life sciences company.

Sutter has also previously served on the board of directors of Abiomed, Inc., Tissue Tech, Inc.

and Suneva Medical, Inc.

Sutter currently serves on the compensation and nominating and governance committees of MiMedx Group, Inc.

and Prolacta Biosciences, Inc.

and previously served on the compensation and nominating and governance committee of Abiomed, Inc.

Sutter holds a Master of Business Administration from the University of Houston and received his Bachelor of Science from Louisiana State University.

Sutter was selected to serve on our Board because of his extensive experience in the life sciences industry, his investment experience, and his service as a director of other life sciences companies.

Stalnecker has served as a member of our Board since September 2020.

9 unchanged sentences

Stalnecker served as a member of the board of managers of BV LLC from November 2018 until the time of our IPO.

Stalnecker also currently serves on the board of directors of Leidos Holding, Inc.

and Optimum Funds McQuairie.

She also serves on the audit & finance committee of Leidos Inc.

and the audit committee of Optimum Funds McQuairie.

Stalnecker also currently serves on the board of directors of Optimum Funds McQuairie, where she is a member of the audit committee.

She previously served on the board of directors of Leidos Holding, Inc.

from 2016 to 2025, where she was a member of the audit and finance committee.

From 2009 to 2023, Ms.

2 unchanged sentences

Stalnecker was selected to serve on our Board because of her qualifications as a financial expert, and her extensive treasury, governance, risk management and investment experience, and her service as a director of other public companies.

Sutter has served as a member of our Board since September 2020.

Sutter has more than 35 years of management experience in operations, marketing, finance and venture capital.

Sutter served as a member of the board of managers of BV LLC from May 2012 until the time of our IPO.

Sutter has also previously served on the board of directors of Abiomed, Inc., Tissue Tech, Inc.

and Suneva Medical, Inc.

Sutter currently serves on the compensation and nominating and governance committees of MiMedx Group, Inc.

and Prolacta Biosciences, Inc.

and previously served on the compensation and nominating and governance committee of Abiomed, Inc.

Sutter holds a Master of Business Administration from the University of Houston and received his Bachelor of Science from Louisiana State University.

Sutter was selected to serve on our Board because of his extensive experience in the life sciences industry, his investment experience, and his service as a director of other life sciences companies.

Table of C o ntents

Additional information required by this Item concerning our directors is incorporated by reference from the sections captioned “Election of Directors,” “Corporate Governance” and “Committees of the Board” contained in our definitive proxy statement for our 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2025.

5 unchanged sentences

The information required by this Item concerning our executive officers is set forth at the end of Part I of this Annual Report.

The information required by this Item, if any, concerning compliance with Section 16(a) of the Exchange Act will be incorporated by reference from the section captioned “Delinquent Section 16(a) Reports” contained in our definitive proxy statement for our 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2024.

The information required by this Item concerning compliance with Section 16(a) of the Exchange Act will be incorporated by reference from the section captioned “Delinquent Section 16(a) Reports” contained in our definitive proxy statement for our 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2025.

Executive Compensation.

The information required by this Item is incorporated by reference from the section captioned “Executive and Director Compensation” contained in our definitive proxy statement for our 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2024.

Compensation Recovery Policy

In September 2023, the Company’s Board of Directors adopted the Bioventus, Inc.

Compensation Recovery Policy (“Compensation Recovery Policy”) to comply with the clawback rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act which added a new Section 10D to the Securities Exchange Act of 1934.

The Compensation Recovery Policy requires the Company to seek the return, repayment, or forfeiture of any cash or equity-based incentive compensation payment or award made or granted to any current or former executive officer of the Company during the three completed fiscal years immediately preceding the date on which the Company is required to prepare a restatement of its financial statements due to material noncompliance of the Company with any financial reporting requirement under the federal securities laws (a “Restatement”), if:

(i) the payment or award was granted, earned or vested based wholly or in part upon the attainment of a restated Company financial reporting measure (including, without limitation, company stock price, total shareholder return, global revenues, net income, earnings before interest, taxes, depreciation, and amortization (“EBITDA”), adjusted global EBITDA, funds from operations, liquidity measures, returns measures and earnings measures);

and (ii) a lower payment or award would have been made or granted to the executive officer based upon the restated financial results had there not been a Restatement

Recovery Analysis of Incentive-based Compensation

As a result of the prior period error disclosed in Item 8.

Financial Statements and Supplementary Data—Notes to the Consolidated Financial Statements—Note 1.

Organization, the Company performed a recovery analysis pursuant to its Compensation Recovery Policy.

Through its recovery analysis, the Company determined that the prior period error does not impact the financial reporting measures used by the Company to determine incentive-based compensation of executives, and therefore no incentive compensation had been earned or paid to covered executives during the recovery period based on the pre-restatement financials.

Thus, the Company concluded that no recovery was required.

The additional information required by this Item is incorporated by reference from the section captioned “Executive and Director Compensation” contained in our definitive proxy statement for our 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2025.

Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters.

The information required by this Item is incorporated by reference from the section captioned “Equity-based Compensation Plan Information” and “Security Ownership of Certain Beneficial Owners and Management” contained in our definitive proxy statement for our 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2025.

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Certain Relationships and Related Transactions, and Director Independence.

19 unchanged sentences

8-K 001-37844 2.1 10/4/2024

3.1 Second Am ended and Restated Certificate of Incorporation of Bioventus Inc.

3.1 Second Amended and Restated Certificate of Incorporation of Bioventus Inc.

8-K 001-37844 3.1 6/17/2024

5 unchanged sentences

S-1 333-252238 4.1 1/20/2021

4.2 Description of C apital Stock.

4.2 Description of Capital Stock.

10-K 001-37844 4.2 3/11/2025

10.1 Tax Receivable Agreement, dated as of February 16, 2021, by and among Bioventus Inc., Bioventus LLC and its Members .

3 unchanged sentences

8-K 001-37844 10.3 2/17/2021

Table of C o ntents

Form File No.

Exhibit Filing Date Filed / Furnished Herewith

10.3 Second Amended and Restated Limited Liability Company Agreement of Bioventus LLC dated as of February 16, 2021.

5 unchanged sentences

8-K 001-37844 10.1 6/21/2024

Form File No.

Exhibit Filing Date Filed / Furnished Herewith

10.5† Amended and Restated License Agreement, dated as of December 9, 2016, by and between Bioventus LLC, Q-Med AB and Nestlé Skin Health S.A.

18 unchanged sentences

8-K 001-37844 10.1 10/29/2021

Table of C o ntents

Form File No.

Exhibit Filing Date Filed / Furnished Herewith

10.8(c) Amendment No.

4 unchanged sentences

10-K 001-37844 10.8(d) 3/31/2023

Form File No.

Exhibit Filing Date Filed / Furnished Herewith

10.8(e) Amendment No.

1 unchanged sentence

8-K 001-37844 10.1 1/19/2024

10.9 Credit Agreement between Bioventus LLC, Wells Fargo Bank, National Association, as administrative agent, and the lenders and other financial institutions party thereto, dated July 31, 2025.

8-K 001-37844 10.1 8/4/2025

Director Offer Letter, dated as of December 11, 2015, by and between Bioventus LLC and William A.

11 unchanged sentences

S-1/A 333-252238 10.47 2/10/2021

10.47 2/10/2021

Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Agreement .

S-1/A 333-252238 10.48 2/10/2021

10.48 2/10/2021

Form of Restricted Stock Unit Award Grant Notice and Restricted Stock U nit Agreement (2025) .

Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Agreement (2025) .

10-K 001-37844 10.15 3/11/2025

Form of Bioventus Performance Restricted Stock Unit Award Grant Notice and Agreement (2025).

10-K 001-37844 10.16 3/11/2025

10.1 8 ^

10 unchanged sentences

10.46 2/4/2021

Table of C o ntents

Form File No.

Exhibit Filing Date Filed / Furnished Herewith

10.22 Lease Agreement, dated November 17, 2021, between Bioventus LLC and 7101 Goodlett Farms Parkway, LLC.

1 unchanged sentence

10.22(a) Amendment to the Lease Agreement, dated October 14, 2024, between Bioventus LLC and 7101 Goodlett Farms Parkway, LLC.

10-K 001-37844 10.20 3/11/2025

Revised Employment Agreement, dated as of February 14, 2022, by and among Bioventus Inc., Bioventus LLC and Mark Singleton.

6 unchanged sentences

S-8 333-264050 99.2 4/1/2022

Form File No.

Exhibit Filing Date Filed / Furnished Herewith

10.26 Settlement Agreement by and among CartiHeal (2009) Ltd., Bioventus LLC, Elron Ventures Ltd., and certain other parties detailed therein, dated February 27, 2023 .

5 unchanged sentences

10-Q 001-37844 10.1 5/16/2023

Employment Agreement between Anthony P.

Bihl III and Bioventus Inc., dated as of April 5, 2023.

8-K/A 001-37844 10.1 4/11/2023

Bioventus Inc.

12 unchanged sentences

8-K 001-37844 10.3 12/21/2023

Form of Letter Agreement Amending Restricted Stock Unit Award Agreements and Grant Notices.

Bioventus Inc.

Insider Trading Policy, dated as of February 10, 2021

10-K 001-37844 19.1 3/11/2025

21.1 Listing of Subsidiaries .

1 unchanged sentence

Certification of President and Chief Executive Officer pursuant to Rules 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended .

Table of C o ntents

Form File No.

Exhibit Filing Date Filed / Furnished Herewith

Certification of President and Chief Financial Officer pursuant to Rules 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934, as amended .

5 unchanged sentences

List of patents and pending patent applications directed to Bioventus Inc.’s material products .

Form File No.

Exhibit Filing Date Filed / Furnished Herewith

101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

14 unchanged sentences

Form 10-K Summary.

Table of C o ntents

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

3 unchanged sentences

March 5, 2026

Table of C o ntents

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

11 unchanged sentences

Cowdy March 5, 2026 Director

/s/ Ajay Dhankhar March 5, 2026 Director

Ajay Dhankhar

/s/ Mary Kay Ladone March 5, 2026 Director

8 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 9A. Controls and Procedures