What changed in this filing

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Item 1. Financial Statements

2025-11-06 compared with 2025-08-07 · 160 added, 88 removed, 557 unchanged (31% of the section changed)

3 unchanged sentences

Dollars in thousands, except per share amounts

Three Months Ended Six Months Ended

July 4, 2025 June 28, 2024 July 4, 2025 June 28, 2024

Three Months Ended Nine Months Ended

October 3, 2025 September 27, 2024 October 3, 2025 September 27, 2024

Net sales $ 548,912 $ 505,222 $ 1,672,291 $ 1,546,648

6 unchanged sentences

Restructuring charges 1,910 5,065 6,488 22,563

Goodwill impairment charge 548,442 — 548,442 —

Operating loss ( 558,488 ) ( 31,737 ) ( 622,053 ) ( 110,970 )

4 unchanged sentences

Net loss from continuing operations ( 570,873 ) ( 33,505 ) ( 662,908 ) ( 123,790 )

Loss from discontinued operations, net of taxes ( 93 ) ( 68 ) ( 218 ) ( 68 )

Income (loss) from discontinued operations, net of taxes ( 40 ) 2,243 ( 258 ) 2,175

Net loss ( 570,913 ) ( 31,262 ) ( 663,166 ) ( 121,615 )

9 unchanged sentences

Dollars in thousands

Three Months Ended Six Months Ended

July 4, 2025 June 28, 2024 July 4, 2025 June 28, 2024

Three Months Ended Nine Months Ended

October 3, 2025 September 27, 2024 October 3, 2025 September 27, 2024

Net loss $ ( 570,913 ) $ ( 31,262 ) $ ( 663,166 ) $ ( 121,615 )

16 unchanged sentences

Dollars in thousands, except share amounts

July 4, 2025 December 31, 2024

October 3, 2025 December 31, 2024

CURRENT ASSETS:

5 unchanged sentences

Other current assets 109,546 107,882

Current portion of assets held for sale 44,362 —

Total current assets 1,280,124 1,146,446

10 unchanged sentences

Accrued liabilities 355,242 329,873

Current portion of liabilities held for sale 1,425 —

Total current liabilities 575,443 528,998

5 unchanged sentences

133,333,333 shares authorized;

57,159,478 and 55,876,517 shares issued and outstanding as of July 4, 2025 and December 31, 2024, respectively

57,189,761 and 55,876,517 shares issued and outstanding as of October 3, 2025 and December 31, 2024, respectively

Additional paid-in capital 3,040,188 2,973,121

13 unchanged sentences

Net income (loss) — — — ( 55,966 ) — 261 ( 55,705 )

Other comprehensive income, net of tax benefit of $ 13,185

Other comprehensive income (loss), net of tax benefit of $ 13,185

— — — — 62,902 122 63,024

8 unchanged sentences

Balance at July 4, 2025 57,159,478 $ 57 $ 3,031,093 $ ( 375,728 ) $ ( 77,235 ) $ 2,773 $ 2,580,960

Net income (loss) — — — ( 571,146 ) 233 ( 570,913 )

Other comprehensive income (loss), net of tax expense of $ 76

— — — — 4,544 ( 8 ) 4,536

Payments of tax withholding for stock-based awards — — ( 57 ) ( 57 )

Common stock-based award activity 30,283 — 9,152 — — — 9,152

Balance at October 3, 2025 57,189,761 $ 57 $ 3,040,188 $ ( 946,874 ) $ ( 72,691 ) $ 2,998 $ 2,023,678

Common Stock Additional Paid-In Capital (Accumulated Deficit) Retained Earnings Accumulated Other Comprehensive Loss Noncontrolling Interest Total

12 unchanged sentences

Balance at June 28, 2024 54,866,360 $ 55 $ 2,911,254 $ 451,835 $ ( 76,730 ) $ 2,524 $ 3,288,938

Net income (loss) — — — ( 31,521 ) 259 ( 31,262 )

Other comprehensive income, net of tax of $( 16,933 )

— — — — 21,779 100 21,879

Common stock issued for acquisition 971,343 1 45,574 — — — 45,575

Common stock-based award activity 28,396 — 8,169 — — — 8,169

Balance at September 27, 2024 55,866,099 $ 56 $ 2,964,997 $ 420,314 $ ( 54,951 ) $ 2,883 $ 3,333,299

See Notes to Condensed Consolidated Financial Statements.

2 unchanged sentences

Dollars in thousands

Six Months Ended

July 4, 2025 June 28, 2024

Nine Months Ended

October 3, 2025 September 27, 2024

Cash flows from operating activities:

Net loss $ ( 663,166 ) $ ( 121,615 )

Adjustments to reconcile net loss to net cash provided by (used in) in operating activities:

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization 217,366 210,394

Impairment of assets — 5,555

Impairment of goodwill 548,442 —

Stock-based compensation expense 24,809 21,928

3 unchanged sentences

Deferred income tax expense (benefit) ( 565 ) ( 29,472 )

Loss on sale of property, plant and equipment 848 383

Loss (gain) on sale of property, plant and equipment 1,129 ( 2,116 )

Changes in operating assets and liabilities:

3 unchanged sentences

Other operating assets and liabilities 16,652 ( 10,706 )

Net cash provided by (used in) operating activities 46,173 ( 28,383 )

Net cash provided by operating activities 128,749 25,174

Cash flows from investing activities:

45 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Acquisitions and Investments

Acquisitions, Investments and Divestitures

2025 Acquisitions

2 unchanged sentences

Of the 2025 transactions mentioned, three are in the P&R segment and four are in the Recon segment.

For the transactions in P&R completed during the six months ended July 4, 2025, the Company (i) paid a total of $ 6.8 million, net of cash received, and recorded estimated contingent consideration for future expected payments of $ 1.9 million for the acquisition of two businesses, and (ii) paid a total of $ 6.5 million in cash and recorded a $ 8.3 million liability for deferred payments for an asset acquisition of intellectual property.

For the transactions in P&R completed during the nine months ended October 3, 2025, the Company (i) paid a total of $ 7.0 , net of cash received, and recorded estimated contingent consideration for future expected payments of $ 1.9 million for the acquisition of two businesses, and (ii) paid a total of $ 6.5 million in cash and recorded a $ 8.3 million liability for deferred payments for an asset acquisition of intellectual property.

The transactions added complementary product offerings to the P&R segment.

For the transactions in Recon completed during the six months ended July 4, 2025, the Company (i) paid a total of $ 9.5 million, net of cash received, and recorded estimated contingent consideration for future expected payments of $ 0.9 million for three business combinations of distributors, and (ii) paid $ 1.5 million in cash for an asset acquisition of intellectual property.

For the transactions in Recon completed during the nine months ended October 3, 2025, the Company (i) paid a total of $ 9.7 million, net of cash received, and recorded estimated contingent consideration for future expected payments of $ 0.9 million for three business combinations of distributors, and (ii) paid $ 1.5 million in cash for an asset acquisition of intellectual property.

The transactions expanded distribution partners for the Company’s surgical implant products in Europe and added a complementary surgical product technology.

The business combinations acquisitions are accounted for under the acquisition method of accounting, and accordingly, the Consolidated Financial Statements include the financial position and results of operations from the acquisition dates.

The Company preliminarily recorded approximately $ 35.2 million in definite-lived intangible assets associated with the acquisitions.

The Company preliminarily recorded approximately $ 19.5 million in definite-lived intangible assets associated with the business combinations acquisitions.

Purchase accounting procedures are ongoing and revisions may be recorded in future periods during the measurement period.

The intellectual property acquisitions are accounted for as asset acquisitions.

The Company also recorded an additional $ 16.3 million in definite-lived intangible assets associated with its asset acquisitions.

ENOVIS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

2025 Divestiture

On October 3, 2025, the Board of Directors of Enovis Corporation approved the divestiture of the Company’s Dr Comfort Footcare Solutions product line of our P&R segment to Promus Equity Partners in an asset deal that includes inventory, machinery and equipment, and intangible assets for consideration of up to $ 60 million in cash, consisting of an upfront payment of $ 45 million and up to $ 15 million payable in the future upon the achievement of certain milestones (the “Dr Comfort Sale”).

The intangibles include all trademarks and technology of Dr Comfort as well as U.S.

customer relationships.

On October 7, 2025, the Company signed the agreement of sale and closed the transaction.

The accompanying Condensed Consolidated Balance Sheet reflects the Dr Comfort assets as held for sale on the balance sheet as of October 3, 2025.

The Dr Comfort Sale does not represent a strategic shift that has a major effect on the Company’s operations and financial results and is therefore not presented as a discontinued operation.

Management allocated approximately $ 18.8 million of the total P&R goodwill to Dr Comfort, for a total carrying value of $ 50.6 million.

The estimated fair value was determined to be $ 42.9 million based on the expected sale price of the business less the cost to sell.

This estimate does not include any contingent consideration as management concluded it is not probable at this time.

Accordingly, the Company recognized a loss of $ 7.6 million on the held for sale net assets for the three months ended October 3, 2025, which has been recorded within Goodwill impairment charge on the Condensed Consolidated Statements of Operations.

The following table summarizes the major classes of assets and liabilities held for sale that were included in the Company’s consolidated balance sheets as of October 3, 2025 and December 31, 2024:

October 3, 2025

(In thousands)

ASSETS HELD FOR SALE

Inventories, net $ 13,736

Property, plant, and equipment, net 624

Lease asset - right of use 1,429

Intangible assets, net 17,370

Total assets held for sale $ 44,362

LIABILITIES HELD FOR SALE

Lease liabilities 1,425

Total liabilities held for sale $ 1,425

(1) This represents the remaining goodwill balance in Assets held for sale as of October 3, 2025 after the held for sale impairment charge .

ENOVIS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

2024 Acquisitions

7 unchanged sentences

The Company also completed one distributor acquisition in its Reconstructive segment in the second quarter of 2024 and one distributor acquisition in its Prevention & Recovery segment in the third quarter of 2024 for aggregate purchase consideration of $ 4.0 million.

As of July 4, 2025, the balance of investments held by the Company without readily determinable fair values was $ 20.4 million.

For the quarter ended October 3, 2025, the Company made two new investments for aggregate cash consideration of $ 2.4 million.

As of October 3, 2025, the balance of investments held by the Company without readily determinable fair values was $ 22.8 million.

The majority of these investments are carried at cost less impairments, if any, plus adjustments for fair value indicators from observable price changes in orderly transactions for the identical or similar investment of the same issuer.

6 unchanged sentences

The Company disaggregates its revenue into the following geographic/product type groups within its segments:

Three Months Ended Six Months Ended

July 4, 2025 June 28, 2024 July 4, 2025 June 28, 2024

Three Months Ended Nine Months Ended

October 3, 2025 September 27, 2024 October 3, 2025 September 27, 2024

(In thousands)

19 unchanged sentences

A summary of the activity in the Company’s allowance for credit losses included within Trade receivables in the Condensed Consolidated Balance Sheets is as follows:

Six Months Ended July 4, 2025

Nine Months Ended October 3, 2025

of Period Charged to Expense, net Write-Offs, Deductions, and Other, net Foreign

6 unchanged sentences

Net income (loss) per share from continuing operations was computed using the treasury stock method as follows:

Three Months Ended Six Months Ended

July 4, 2025 June 28, 2024 July 4, 2025 June 28, 2024

Three Months Ended Nine Months Ended

October 3, 2025 September 27, 2024 October 3, 2025 September 27, 2024

(In thousands, except share and per share data)

18 unchanged sentences

The following table presents the potentially dilutive shares of Common stock from stock-based compensation awards excluded from the calculation of Weighted-average shares of Common stock outstanding – diluted as inclusion would be anti-dilutive in Net income (loss) per share (“Anti-dilutive shares”):

Three Months Ended Six Months Ended

July 4, 2025 June 28, 2024 July 4, 2025 June 28, 2024

Three Months Ended Nine Months Ended

October 3, 2025 September 27, 2024 October 3, 2025 September 27, 2024

Anti-dilutive shares 2,111,096 1,720,628 2,032,866 1,311,385

4 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Three Months Ended Six Months Ended

July 4, 2025 June 28, 2024 July 4, 2025 June 28, 2024

Three Months Ended Nine Months Ended

October 3, 2025 September 27, 2024 October 3, 2025 September 27, 2024

(In thousands)

3 unchanged sentences

( 0.7 ) % 21.4 % ( 2.0 ) % 17.0 %

The effective tax rate for the three months ended July 4, 2025 differs from the 2025 federal statutory rate of 21%, primarily due to an increase in valuation allowance on U.S.

The effective tax rate for the three months ended October 3, 2025 differs from the 2025 federal statutory rate of 21%, primarily due to non-deductible goodwill impairment charges and an increase in valuation allowance on U.S.

deferred tax assets, which had a significant impact on the effective tax rate.

3 unchanged sentences

income taxed at lower rates.

The effective tax rate for the six months ended July 4, 2025 differs from the 2025 federal statutory rate of 21%, primarily due to an increase in valuation allowance on U.S.

The effective tax rate for the nine months ended October 3, 2025 differs from the 2025 federal statutory rate of 21%, primarily due to non-deductible goodwill impairment charges and an increase in valuation allowance on U.S.

deferred tax assets, which had a significant impact on the effective tax rate.

3 unchanged sentences

income taxed at lower rates.

The effective tax rate for the three months ended June 28, 2024 was higher than the 2024 U.S.

The effective tax rate for the three months ended September 27, 2024 was higher than the 2024 U.S.

federal statutory rate of 21%, primarily due to tax credits for research and development, non-U.S.

income taxed at lower rates and non-taxable fair value gain on contingent acquisition shares.

income taxed at lower rates, non-taxable fair value gain on the Contingent Acquisition Shares, and release of uncertain tax positions.

This was partially offset by an increase in valuation allowance on interest limitation carryforwards, non-deductible expenses, and U.S.

taxation on international operations.

The effective tax rate for the six months ended June 28, 2024 was lower than the 2024 U.S.

The effective tax rate for the nine months ended September 27, 2024 was lower than the 2024 U.S.

federal statutory rate of 21%, primarily due to an increase in valuation allowance on interest limitation carryforwards, non-deductible expenses, and U.S.

1 unchanged sentence

This was partially offset by tax credits for research and development, non-U.S.

income taxed at lower rates and non-taxable fair value gain on contingent acquisition shares.

income taxed at lower rates, and non-taxable fair value gain on the Contingent Acquisition Shares.

On July 4th, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted, introducing significant changes to U.S.

The Company evaluated the potential impact of OBBBA and reflected relevant changes within the accompanying financial statements for the three and six months ended July 4, 2025;

The Company evaluated the potential impact of OBBBA and reflected relevant changes within the accompanying financial statements for the three and nine months ended October 3, 2025;

the most significant being an estimated increase to current year U.S.

6 unchanged sentences

No repurchases of the Company’s Common stock have been made under this plan since the third quarter of 2018.

As of July 4, 2025, the remaining stock repurchase authorization provided by the Board of Directors was $ 100 million.

As of October 3, 2025, the remaining stock repurchase authorization provided by the Board of Directors was $ 100 million.

The timing, amount and method of shares repurchased is determined by management based on its evaluation of market conditions and other factors.

1 unchanged sentence

Accumulated Other Comprehensive Income (Loss)

The following tables present the changes in the balances of each component of Accumulated other comprehensive income (loss) including reclassifications out of Accumulated other comprehensive loss for the six months ended July 4, 2025 and June 28, 2024.

All amounts are presented net of tax and noncontrolling interest, if any.

10 unchanged sentences

Net Other comprehensive income (loss) 1,189 206,002 ( 151,990 ) 55,201

Balance at July 4, 2025 $ 9,532 $ 102,539 $ ( 189,306 ) $ ( 77,235 )

Balance at October 3, 2025 $ 9,601 $ 92,338 $ ( 174,630 ) $ ( 72,691 )

Accumulated Other Comprehensive Loss Components

5 unchanged sentences

Foreign currency translation adjustment 3 6,931 — 6,934

Gain on hedge activity — — 18,207 18,207

Loss on hedge activity — — ( 36,006 ) ( 36,006 )

Other comprehensive income (loss) before reclassifications 3 6,931 ( 36,006 ) ( 29,072 )

1 unchanged sentence

Net Other comprehensive income (loss) ( 101 ) 6,931 ( 36,900 ) ( 30,070 )

Balance at June 28, 2024 $ 4,610 $ ( 71,316 ) $ ( 10,024 ) $ ( 76,730 )

Balance at September 27, 2024 $ 4,907 $ 4,915 $ ( 64,773 ) $ ( 54,951 )

ENOVIS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Company evaluates the recoverability of Goodwill annually or more frequently if an event occurs or circumstances change in the interim that would be more likely than not to reduce the fair value of the asset below its carrying amount.

For the quarter ended October 3, 2025, the Company identified an impairment indicator associated with a sustained decrease in the Company’s publicly quoted share price and market capitalization, relative to the carrying value of our reporting units.

Accordingly, the Company performed an interim quantitative assessment of Goodwill.

We determined the fair values of the reporting units by equally weighting a discounted cash flow approach and market valuation approach.

Determining the fair value of a reporting unit requires the application of judgment and involves the use of significant estimates and assumptions which can be affected by changes in business climate, economic conditions, the competitive environment, and other factors.

We base these fair value estimates on assumptions our management believes to be reasonable but which are unpredictable and inherently uncertain.

Based upon the results of the quantitative impairment test, the Company determined that the carrying values of the Prevention & Recovery and Reconstructive reporting units exceeded their respective fair values as of October 3, 2025.

In order to align each reporting unit’s fair value model with the Company’s overall market capitalization, the Company increased the weighted average cost of capital and reduced market multiples to the low end of acceptable ranges.

As a result, the Company recognized a non-cash goodwill impairment charge of $ 540.8 million ($ 222.3 million for the Prevention & Recovery reporting unit and $ 318.6 million for the Reconstructive reporting unit) in the quarter ended October 3, 2025.

The accumulated non-cash goodwill impairment loss is $ 1,185.8 million, inclusive of the charges from the prior year ($ 537.3 million for the P&R reporting unit and $ 648.6 million for the Recon reporting unit).

A further sustained decline in our share price and market capitalization, future cash flows, end-markets, and/or geographic markets could result in additional impairment charges that could materially affect our financial statements in any given year.

Actual results could differ from our estimates and projections, which would also affect the assessment of impairment.

For further information regarding accounting for Goodwill and Intangibles , reference is made to Note 2 “Summary of Significant Accounting Policies - Impairment of Goodwill and Indefinite-Lived Intangible Assets ” in the Notes to Consolidated Financial Statements in the Company’s 2024 Form 10-K.

The following table summarizes the activity in Goodwill, by segment during the nine months ended October 3, 2025:

Prevention & Recovery Reconstructive Total

(In thousands)

Balance, December 31, 2024 $ 767,862 $ 924,847 $ 1,692,709

Goodwill impairment charge ( 222,264 ) ( 318,558 ) ( 540,822 )

Reclassified as held for sale (1)

( 18,823 ) — ( 18,823 )

Impact of foreign currency translation 31,109 54,496 85,605

Balance, October 3, 2025 $ 557,884 $ 660,785 $ 1,218,669

(1) As a result of the Dr Comfort Sale, management allocated a portion of the P&R goodwill to the Dr Comfort assets which are presented as Assets held for sale.

ENOVIS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Inventories, Net

Inventories, net consisted of the following:

July 4, 2025 December 31, 2024

October 3, 2025 December 31, 2024

(In thousands)

6 unchanged sentences

Long-term debt consisted of the following:

July 4, 2025 December 31, 2024

October 3, 2025 December 31, 2024

(In thousands)

14 unchanged sentences

The Enovis Credit Agreement contains various events of default (including failure to comply with the covenants under the Enovis Credit Agreement and related agreements), and upon an event of default the lenders may, subject to various customary cure rights, require the immediate payment of all amounts outstanding under the Enovis Credit Agreement.

As of July 4, 2025, the Company was in compliance with the covenants under the Enovis Credit Agreement.

As of July 4, 2025, the weighted-average interest rate of borrowings under the Enovis Credit Agreement was 5.92 % excluding accretion of deferred financing fees, and there was $ 325 million available on the Revolver.

As of October 3, 2025, the Company was in compliance with the covenants under the Enovis Credit Agreement.

As of October 3, 2025, the weighted-average interest rate of borrowings under the Enovis Credit Agreement was 5.75 % excluding accretion of deferred financing fees, and there was $ 355 million available on the Revolver.

Convertible Notes and Capped Calls

5 unchanged sentences

The effective interest rate on the 2028 Notes is 4.6 %.

For the six months ended July 4, 2025, the interest expense on the 2028 Notes was $ 10.4 million, including $ 9.0 million based upon the coupon rate and $ 1.4 million from accretion of the discount.

For the nine months ended October 3, 2025, the interest expense on the 2028 Notes was $ 15.6 million, including $ 13.5 million based upon the coupon rate and $ 2.1 million from accretion of the discount.

Holders may convert their 2028 Notes in multiples of $1,000 principal amount prior to the close of business April 15, 2028 under the following circumstances:

12 unchanged sentences

In addition to the d ebt agreements discussed above, the Company is party to overdraft facilities with a borrowing capacity of $ 30.0 million.

Total letters of credit and surety bonds of $ 50.1 million were outstanding as of July 4, 2025 .

Total letters of credit and surety bonds of $ 47.5 million were outstanding as of October 3, 2025 .

Deferred Financing Fees

As of July 4, 2025, t he Company has $ 1.9 million in deferred financing fees included in Other assets related to the Revolver and $ 11.5 million of original issue discount fees and other issuance costs included as a reduction of Long-term debt related to the 2024 Term Loan and the 2028 Notes.

As of October 3, 2025, t he Company has $ 1.6 million in deferred financing fees included in Other assets related to the Revolver and $ 10.5 million of original issue discount fees and other issuance costs included as a reduction of Long-term debt related to the 2024 Term Loan and the 2028 Notes.

ENOVIS CORPORATION

2 unchanged sentences

Accrued liabilities in the Condensed Consolidated Balance Sheets consisted of the following:

July 4, 2025 December 31, 2024

October 3, 2025 December 31, 2024

(In thousands)

2 unchanged sentences

Accrued third-party commissions 34,846 34,602

Accrued rebates 25,578 19,964

Lease liability - current portion 24,026 22,340

Accrued taxes 19,159 21,341

Accrued rebates 18,015 19,964

Accrued professional fees 16,390 5,003

Purchase of royalty interest 10,432 —

Contingent consideration - current portion 10,429 49,719

Accrued royalties 5,186 6,296

Customer advances and billings in excess of costs incurred 5,440 6,229

Deferred and contingent consideration - current portion 13,712 49,719

Accrued interest 9,407 5,841

Purchase of royalty interest 8,643 —

Accrued freight 5,681 5,314

Customer advances and billings in excess of costs incurred 5,391 6,229

Accrued royalties 4,704 6,296

Warranty liability 2,630 2,818

5 unchanged sentences

A summary of the activity in the Company’s restructuring liability included in Accrued liabilities in the Condensed Consolidated Balance Sheets is as follows:

Six Months Ended July 4, 2025

Nine Months Ended October 3, 2025

Balance at Beginning of Period Provisions Payments Foreign Currency Translation Balance at End of Period

10 unchanged sentences

(2) Includes the cost of relocating associates, relocating equipment, lease termination expense and other costs in connection with the closure and optimization of office sites, shared service centers, and manufacturing facilities.

(3) Non-cash charges are classified as Cost of sales on the Company’s Condensed Consolidated Statements of Operations for the six months ended July 4, 2025.

(4) For the six months ended July 4, 2025, $ 3.5 million and $ 1.3 million of the Company’s total provisions were related to the P&R and Recon segments, respectively.

(3) Non-cash charges are classified as Cost of sales on the Company’s Condensed Consolidated Statements of Operations for the nine months ended October 3, 2025.

(4) For the nine months ended October 3, 2025, $ 4.0 million and $ 4.2 million of the Company’s total provisions were related to the P&R and Recon segments, respectively.

ENOVIS CORPORATION

11 unchanged sentences

The carrying value of the Company’s term loan and revolving credit facility debt, which bears a variable interest rate indexed to the Secured Overnight Financing Rate (SOFR), approximates fair value as it reprices when market interest rates change.

Based on current interest rates for similar types of borrowings, the estimated fair value of the Company’s total debt, including the Senior unsecured convertible notes, the 2024 Term Loan, and the Revolver, was $ 1.4 billion and $ 1.4 billion as of July 4, 2025 and December 31, 2024, respectively.

The estimated fair value, a Level Two valuation in the fair value hierarchy, may not represent actual values of the financial instruments that could be realized as of the balance sheet date or that will be realized in the future.

As of July 4, 2025, the Company held $ 19.0 million in Level Three liabilities arising from contingent consideration related to acquisitions that may settle in cash.

As of October 3, 2025, the Company held $ 19.1 million in Level Three liabilities arising from contingent consideration related to acquisitions that may settle in cash.

The fair value of the contingent consideration liabilities is determined using unobservable inputs and the inputs vary based on the nature of the purchase agreements.

1 unchanged sentence

A change in these unobservable inputs to a different amount might result in a significantly higher or lower fair value measurement at the reporting date due to the nature of uncertainty inherent to the estimates.

During the six months ended July 4, 2025, the Company recorded a net increase in contingent consideration primarily due to $ 2.8 million from bolt-on acquisitions closed in the first quarter of 2025, partially offset by payments from a prior acquisition.

During the nine months ended October 3, 2025, the Company recorded a net increase in the Level Three liabilities primarily due to $ 3.1 million from bolt-on acquisitions closed in the first quarter of 2025, partially offset by payments from a prior acquisition.

The gross range of outcomes for contingent consideration arrangements that have a fixed limit on the maximum payout is zero to $ 6.7 million.

3 unchanged sentences

The liability, which was recorded in Accrued liabilities, was adjusted to fair value each reporting period with the adjustments reflected in Other expense (income), net in the Condensed Consolidated Statement of Operations.

The fair value adjustments were a loss of $ 1.8 million for the three and six months ended July 4, 2025 and gains of $ 33.5 million and $ 20.1 million for the three and six months ended June 28, 2024, respectively.

The fair value adjustments were a loss of $ 1.8 million for the three and nine months ended October 3, 2025 and gains of $ 0.1 million and $ 19.9 million for the three and nine months ended September 27, 2024, respectively.

The fair value of the Contingent Acquisition Shares liability was Level One in the fair value hierarchy as it is determined using the quoted market prices.

There were no transfers in or out of Level One, Two or Three during the six months ended July 4, 2025.

There were no transfers in or out of Level One, Two or Three during the nine months ended October 3, 2025.

ENOVIS CORPORATION

10 unchanged sentences

The aggregate gross buyout amount under such agreements is $ 56.5 million, which will be paid over nine years.

The Company recorded charges to the Condensed Consolidated Statements of Operations of $ 10.0 million and $ 45.8 million for the three and six months ended July 4, 2025, respectively, representing the discounted liability upon entering the agreements of which $ 10.4 million is recorded in Accrued liabilities as of July 4, 2025, and the non-current portion is recorded in Other liabilities on the Condensed Consolidated Balance Sheet.

The Company recorded charges to the Condensed Consolidated Statements of Operations of $ 45.8 million for the nine months ended October 3, 2025, representing the discounted liability upon entering the agreements of which $ 8.6 million is recorded in Accrued liabilities as of October 3, 2025, and the non-current portion is recorded in Other liabilities on the Condensed Consolidated Balance Sheet.

Deferred Compensation Plans

The Company maintains deferred compensation plans for the benefit of certain employees and non-executive officers.

As of July 4, 2025 and December 31, 2024 the fair value of these plans were $ 18.6 million and $ 17.0 million, respectively.

As of October 3, 2025 and December 31, 2024 the fair value of these plans were $ 19.6 million and $ 17.0 million, respectively.

These plans are deemed to be Level Two within the fair value hierarchy.

8 unchanged sentences

The contracts are recorded at fair value and deemed to be Level Two in the fair value hierarchy.

At July 4, 2025, the Company’s forward currency contracts have a Mexican Peso notional amount of approximately 506.0 million and a U.S.

At October 3, 2025, the Company’s forward currency contracts have a Mexican Peso notional amount of approximately 253.0 million and a U.S.

Dollar aggregate notional amount of $ 12.3 million.

During the three and six months ended July 4, 2025, the Company recognized a realized loss of $ 0.3 million and $ 1.5 million, respectively, on its Condensed Consolidated Statements of Operations related to its forward currency contracts designated as cash flow hedges.

At June 28, 2024, the Company’s forward currency contracts have a Mexican Peso notional amount of approximately $ 420.0 million and a U.S.

During the three and nine months ended October 3, 2025, the Company recognized a realized gain of $ 0.6 million and a realized loss of $ 0.9 million, respectively, on its Condensed Consolidated Statements of Operations related to its forward currency contracts designated as cash flow hedges.

At September 27, 2024, the Company’s forward currency contracts have a Mexican Peso notional amount of approximately $ 210.0 million and a U.S.

Dollar aggregate notional amount of $ 12.0 million.

During the three and six months ended June 28, 2024, the Company recognized a realized gain of $ 0.3 million and $ 0.5 million, respectively on its Condensed Consolidated Statements of Operations related to its forward currency contracts designated as cash flow hedges.

During the three and nine months ended September 27, 2024, the Company recognized a realized loss of $ 0.1 million and a realized gain of $ 0.4 million, respectively on its Condensed Consolidated Statements of Operations related to its forward currency contracts designated as cash flow hedges.

Net Investment Hedges

3 unchanged sentences

These contracts have a Swiss Franc notional amount of approximately 1.22 billion Swiss Franc and a U.S.

Dollar aggregate notional amount of $ 1.35 billion as of July 4, 2025.

Dollar aggregate notional amount of $ 1.54 billion as of October 3, 2025.

Cross-currency swaps involve the receipt of functional-currency fixed-rate amounts from a counterparty in exchange for the Company making foreign-currency fixed-rate payments over the life of the agreement.

4 unchanged sentences

Amounts are reclassified out of Accumulated other comprehensive income (loss) into earnings when the hedged net investment is either sold or substantially liquidated.

The Company received interest income on its cross-currency swap derivatives of $ 12.0 million and $ 24.3 million for the three and six months ended July 4, 2025 and $ 5.7 million and $ 8.3 million for the three and six months ended June 28, 2024, respectively, which is included within Interest expense, net in the Condensed Consolidated Statements of Operations.

The increased benefit reflects the increase in net investment hedging activity with cross-currency swap agreements entered into during the third quarter of 2024.

The Company received interest income on its cross-currency swap derivatives of $ 12.0 million and $ 36.3 million for the three and nine months ended October 3, 2025 and $ 11.7 million and $ 19.9 million for the three and nine months ended September 27, 2024, respectively, which is included within Interest expense, net in the Condensed Consolidated Statements of Operations.

The increased benefit for the nine months ended reflects the increase in net investment hedging activity with cross-currency swap agreements entered into July 2, 2024.

In January 2025, cross-currency swap agreements designated as net investment hedges with a 272 million Swiss Franc notional amount were de-designated and settled for a $ 1.6 million cash inflow reflected within investing activities in the Consolidated Statements of Cash Flows.

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The Company contemporaneously entered into new cross-currency swap agreements for the same Swiss Franc notional amount and designated them as a hedge of its net investment in its Swiss Franc-denominated subsidiaries.

The following table presents the effect of the Company’s designated hedging instruments on Accumulated other comprehensive income (loss) for the three and six months ended July 4, 2025 and June 28, 2024:

Three Months Ended Six Months Ended

July 4, 2025 June 28, 2024 July 4, 2025 June 28, 2024

The following table presents the effect of the Company’s designated hedging instruments on Accumulated other comprehensive income (loss) for the three and nine months ended October 3, 2025 and September 27, 2024:

Three Months Ended Nine months ended

October 3, 2025 September 27, 2024 October 3, 2025 September 27, 2024

(In thousands) (In thousands)

Gain (loss) on cross-currency swaps $ 14,876 $ ( 71,329 ) $ ( 158,129 ) $ ( 45,904 )

Gain on forward currency contracts 3,420 ( 3,287 ) 6,303 ( 1,942 )

Gain (loss) on forward currency contracts ( 164 ) ( 343 ) 6,139 ( 2,285 )

$ 14,712 $ ( 71,672 ) $ ( 151,990 ) $ ( 48,189 )

6 unchanged sentences

From inception of the forward contracts on October 4, 2023 through the closing of the Lima Acquisition on January 3, 2024, the foreign currency forward contracts settled in an overall realized gain position of $ 13.4 million.

The following table presents the fair value of the Company’s derivative financial instruments as well as their classification on the Condensed Consolidated Balance Sheets as of July 4, 2025 and December 31, 2024:

(In thousands) Location on Unaudited Consolidated Balance Sheets (1)

July 4, 2025 December 31, 2024

October 3, 2025 December 31, 2024

Derivative Assets

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• Recon - an innovation market-leader positioned in the fast-growing surgical implant business, offering a comprehensive suite of reconstructive joint products for the hip, knee, shoulder, elbow, foot, ankle, and finger, and surgical productivity tools.

The Company’s management, including the chief operating decision maker, evaluates the operating results of each of its reportable segments based upon Net sales and Adjusted EBITDA, which excludes the effect of Other (income) expense, net, non-operating (gain) loss on investments, debt extinguishment charges, interest expense, net, restructuring charges, Medical Device Regulation (MDR) and other costs, strategic transaction costs, stock-based compensation, depreciation and other amortization, acquisition-related intangible asset amortization, purchase of royalty interest, insurance settlement loss (gain), goodwill impairment charges, and inventory step-up charges from the results of the Company’s operating segments.

The Company’s management, including the chief operating decision maker, evaluates the operating results of each of its reportable segments based upon Net sales and Adjusted EBITDA, which excludes the effect of Other (income) expense, net, non-operating (gain) loss on investments, debt extinguishment charges, interest expense, net, restructuring charges, Medical Device Regulation (MDR) and other costs, strategic transaction costs, stock-based compensation, depreciation and other amortization, acquisition-related intangible asset amortization, purchase of royalty interest, goodwill impairment charges, and inventory step-up charges from the results of the Company’s operating segments.

The Company’s segment results were as follows:

Three Months Ended Six Months Ended

July 4, 2025 June 28, 2024 July 4, 2025 June 28, 2024

Three Months Ended Nine Months Ended

October 3, 2025 September 27, 2024 October 3, 2025 September 27, 2024

(In thousands)

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The following is a reconciliation of Net Loss to Adjusted EBITDA:

Three Months Ended Six Months Ended

July 4, 2025 June 28, 2024 July 4, 2025 June 28, 2024

Three Months Ended Nine Months Ended

October 3, 2025 September 27, 2024 October 3, 2025 September 27, 2024

(In thousands)

Net Loss (GAAP) $ ( 570,913 ) $ ( 31,262 ) $ ( 663,166 ) $ ( 121,615 )

Loss from discontinued operations, net of taxes 93 68 218 68

Loss (income) from discontinued operations, net of taxes 40 ( 2,243 ) 258 ( 2,175 )

Income tax expense (benefit) 4,005 ( 9,096 ) 13,037 ( 25,408 )

8 unchanged sentences

Amortization of acquired intangibles 43,689 42,786 128,463 124,653

Goodwill impairment charge 548,442 — 548,442 —

Purchase of royalty interest — — 45,818 —

4 unchanged sentences

Adjusted EBITDA (non-GAAP) $ 94,768 $ 90,203 $ 291,092 $ 263,651

(1) Restructuring charges include $ 0.2 million and $ 0.3 million expense classified as Cost of sales on the Company’s Condensed Consolidated Statements of Operations for the three and six months ended July 4, 2025, respectively.

There were no similar charges for the three and six months ended June 28, 2024.

(2) MDR and other costs includes (i) $ 2.8 million and $ 5.4 million for the three and six months ended July 4, 2025 and $ 4.4 million and $ 8.8 million for the three and six months ended June 28, 2024, respectively, in non-recurring costs specific to updating our quality system, product labeling, asset write-offs and product remanufacturing to comply with the medical device reporting regulations and other requirements of the new medical device regulations in the European Union for devices which were introduced to the market prior to the regulation and (ii) $ 0.4 million and $ 1.1 million for the three and six months ended July 4, 2025 and $ 0.1 million and $ 0.6 million for the three and six months ended June 28, 2024, respectively, of expenses to resolve certain infrequent, non-recurring regulatory or other legal matters.

(1) Restructuring charges include $ 1.5 million and $ 1.7 million expense classified as Cost of sales on the Company’s Condensed Consolidated Statements of Operations for the three and nine months ended October 3, 2025, respectively.

Restructuring charges include $ 2.7 million expense classified as Cost of sales on the Company’s Condensed Consolidated Statements of Operations for the three and nine months ended September 27, 2024, respectively.

(2) MDR and other costs includes (i) $ 2.1 million and $ 7.6 million for the three and nine months ended October 3, 2025 and $ 3.5 million and $ 12.3 million for the three and nine months ended September 27, 2024, respectively, in non-recurring costs specific to updating our quality system, product labeling, asset write-offs and product remanufacturing to comply with the medical device reporting regulations and other requirements of the new medical device regulations in the European Union for devices which were introduced to the market prior to the regulation and (ii) $ 0.4 million and $ 1.4 million for the three and nine months ended October 3, 2025 and $ 1.8 million and $ 2.4 million for the three and nine months ended September 27, 2024, respectively, of expenses to resolve certain infrequent, non-recurring regulatory or other legal matters.

These costs are classified as Selling, general and administrative expense on our Condensed Consolidated Statements of Operations.

(3) Strategic transaction costs includes:

(i) $ 7.8 million and $ 16.5 million for the three and six months ended July 4, 2025 and $ 19.5 million and $ 37.7 million for the three and six months ended June 28, 2024, respectively, related to non-recurring integration costs associated with the Lima Acquisition, which includes payroll and retention costs for roles to be eliminated or that are dedicated to integration activities, professional and consulting fees specifically incurred to consummate the acquisition and advise and facilitate on post-acquisition integration matters including legal entity consolidation, costs associated with rebranding and marketing acquired business under Enovis name, such as marketing materials, trade show redesign costs and product labeling, and integration related costs associated with sales agent and distributor network rationalization, including contract termination and retention expenses, supply chain and portfolio integration, and quality management system consolidation, (ii) $ 5.4 million and $ 8.2 million for the three and six months ended July 4, 2025 and $ 2.0 million and $ 3.0 million for the three and six months ended June 28, 2024, respectively, of non-recurring (non-Lima) acquisition integration costs and other non-recurring project costs for global ERP rationalization and shared service center start-up, and (iii) $ 0.3 million and $ 0.8 million for the three and six months ended July 4, 2025 and $ 1.2 million and $ 2.8 million for the three and six months ended June 28, 2024, respectively, related to the Separation of our former fabrication technology business.

(i) $ 9.2 million and $ 28.1 million for the three and nine months ended October 3, 2025 and $ 17.5 million and $ 55.1 million for the three and nine months ended September 27, 2024, respectively, related to non-recurring integration costs associated with the Lima Acquisition, which includes payroll and retention costs for roles to be eliminated or that are dedicated to integration activities, professional and consulting fees specifically incurred to consummate the acquisition and advise and facilitate on post-acquisition integration matters including legal entity consolidation, costs associated with rebranding and marketing acquired business under Enovis name, such as marketing materials, trade show redesign costs and product labeling, and integration related costs associated with sales agent and distributor network rationalization, including contract termination and retention expenses, supply chain and portfolio integration, and quality management system consolidation, (ii) $ 6.1 million and $ 11.8 million for the three and nine months ended October 3, 2025 and $ 2.6 million and $ 5.7 million for the three and nine months ended September 27, 2024, respectively, of non-recurring (non-Lima) acquisition integration costs and other non-recurring project costs for global ERP rationalization and shared service center start-up, and (iii) $ 0.4 million and $ 1.3 million for the three and nine months ended October 3, 2025 and $ 1.3 million and $ 4.2 million for the three and nine months ended September 27, 2024, respectively, related to the Separation of our former fabrication technology business.

These costs are classified as Selling, general and administrative expense on our Condensed Consolidated Statements of Operations.

3 unchanged sentences

The Company’s total assets and capital expenditures by segment were as follows:

July 4, 2025 December 31, 2024

October 3, 2025 December 31, 2024

(In thousands)

4 unchanged sentences

(1) Includes allocation of certain centrally managed assets, including cash and cash equivalents.

Three Months Ended Six Months Ended

July 4, 2025 June 28, 2024 July 4, 2025 June 28, 2024

Three Months Ended Nine Months Ended

October 3, 2025 September 27, 2024 October 3, 2025 September 27, 2024

(In thousands)

4 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-Q

Item 1. Financial Statements