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Item 7. Management’s Discussion and Analysis

2025-05-21 compared with 2024-05-20 · 167 added, 117 removed, 302 unchanged (48% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Haemonetics is a global healthcare company dedicated to providing a suite of innovative medical technology solutions that improve the quality, effectiveness and efficiency of care.

We challenge ourselves to think big and make new possibilities a reality, so that our customers can make it matter for patients, every single day.

Our technology addresses important medical markets:

blood and plasma component collection, the surgical suite and hospital transfusion services.

Haemonetics is a global medical technology company dedicated to improving the quality, effectiveness and efficiency of health care.

Our innovative solutions addressing critical medical needs include a suite of hospital technologies designed to advance standards of care and help enhance outcomes for patients;

end-to-end plasma collection technologies to optimize operations for plasma centers;

and products to enable blood centers to collect in-demand blood components.

We view our operations and manage our business in three principal reporting segments:

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For that purpose, “Plasma” includes plasma collection devices and disposables, donor management software and supporting software solutions sold to plasma customers.

“Blood Center” includes blood collection and processing devices and disposables for red cells, platelets and whole blood.

“Hospital” is comprised of Interventional Technologies, which includes Vascular Closure and Sensor Guided Technologies products, and Blood Management Technologies, which includes Hemostasis Management, Cell Salvage and Transfusion Management products.

We believe that Plasma and Hospital have growth potential, while Blood Center competes in challenging markets that require us to manage the business differently, including reducing costs, shrinking the scope of the current product line, and evaluating opportunities to exit unfavorable customer contracts.

“Blood Center” includes blood collection and processing devices and disposables for plasma, red cells, and platelets.

“Hospital” is comprised of Interventional Technologies, which includes Vascular Closure, Sensor-Guided Technologies and Esophageal Protection product lines, and Blood Management Technologies, which includes Hemostasis Management, Cell Salvage and Transfusion Management product lines.

We believe that Plasma and Hospital have the greatest growth potential and are well positioned to drive long-term value.

Blood Center operates in more challenging markets, and we have sharpened our focus accordingly on targeted opportunities – particularly in plasma and platelets – while ensuring continued alignment of this business with the Company’s broader strategic objectives.

Recent Developments

Divestiture of the Whole Blood Product Line

On December 3, 2024, we announced that we entered into a definitive agreement to sell our Whole Blood product line and related assets within our Blood Center business unit to GVS, S.p.A (“GVS”), a manufacturer of filter solutions for applications in the healthcare and life sciences sectors.

The divested assets include our complete portfolio of proprietary whole blood collection, processing and filtration solutions, along with our manufacturing facility in Covina, California where certain of these products are produced, and related equipment and assets located at our manufacturing facility in Tijuana, Mexico.

On January 13, 2025, we completed the transaction with GVS for total cash consideration of up to $65.8 million, which includes $43.3 million upfront and up to $22.5 million in contingent consideration, based on sales growth over the next three years and the achievement of certain other milestones.

As part of the transaction, we divested $26.4 million of inventory, $7.8 million of property, plant and equipment and $6.4 million of goodwill allocated based on fair value previously recorded in the Blood Center reportable segment in the Consolidated Balance Sheets.

We recognized a gain on sale related to the divestiture which was not material.

Share Repurchase Programs

In February 2025, the Company entered into an ASR with Goldman Sachs & Co.

to repurchase $150.0 million of the Company’s common stock and received an additional delivery of 2.0 million shares of the Company’s common stock based on a closing market price on the New York Stock Exchange on February 7, 2025 of $59.34, which represented 80% of the total contract.

The ASR was completed in April 2025, subsequent to the end of the fourth quarter of fiscal 2025, and 0.4 million additional shares were delivered upon settlement.

As of March 29, 2025, we have fully funded the $300.0 million Share Repurchase Authorization.

In April 2025, our Board of Directors approved a new share repurchase authorization of up to $500.0 million of Haemonetics common stock over the next three years.

This new share repurchase program will help to offset the dilutive impact of recent and future employee equity grants.

The timing and amounts of activity under the repurchase program will be at management’s discretion.

In addition to this share repurchase activity, our capital allocation strategy continues to prioritize funding of planned internal investments to support the business as well as inorganic opportunities to accelerate our long-term growth plans.

Issuance of Convertible Senior Notes

On May 28, 2024, we issued $700.0 million aggregate principal amount of 2.5% convertible senior notes due 2029 (the “2029 Notes”).

The 2029 Notes are governed by the terms of the Indenture between us and U.S.

Bank Trust Company, National

Association, as trustee.

The total net proceeds from the sale of the 2029 Notes, after deducting the initial purchasers’ discounts and debt issuance costs, were $682.8 million, of which $230.0 million was used to repay the entirety of the previously outstanding balance on the Company’s senior unsecured revolving credit facility, $185.5 million was used to repurchase $200.0 million in aggregate principal amount of the Company’s 0% convertible senior notes due 2026 and $88.2 million was used to complete capped call transactions, with the remaining proceeds available for other working capital requirements.

The 2029 Notes will mature on June 1, 2029, unless earlier converted, redeemed or repurchased.

Debt Issuance and Repayment

On April 30, 2024, we entered into a second amended and restated credit agreement with certain lenders to refinance our prior credit facilities and extend their maturity date through April 2029.

Attune Medical

On March 5, 2024, the Company entered into a definitive agreement to acquire Advanced Cooling Therapy, Inc., d/b/a Attune Medical (“Attune Medical”), the manufacturer of the ensoETM® proactive esophageal cooling device, based in Chicago, Illinois.

The acquisition closed on April 1, 2024, subsequent to our fiscal year end.

The Company acquired Attune Medical for total upfront consideration of $160.0 million.

The agreement also provides for additional contingent consideration based on sales growth over the next three years and the achievement of certain other milestones.

The Company financed the acquisition through a combination of cash on hand and borrowings under its senior unsecured revolving credit facility.

The addition of Attune Medical expands the Hospital business unit’s presence in electrophysiology and complements its Vascular Closure product line.

On October 10, 2023, the Company entered into an Arrangement Agreement with OpSens Inc.

(“OpSens”), a medical device cardiology-focused company delivering solutions based on its proprietary optical technology, pursuant to which, among other things, the Company agreed to acquire all of the issued and outstanding common shares of OpSens.

On December 12, 2023, the Company completed its acquisition of OpSens for total consideration of approximately $254.5 million, or $243.9 million, net of cash acquired.

The Company financed the acquisition through a combination of cash on hand and borrowings under its senior unsecured revolving credit facility.

On April 1, 2024, we completed our acquisition of Attune Medica for total consideration of $187.7 million , which included an upfront cash payment of $162.0 million, or $150.5 million net of cash acquired, the fair value of contingent consideration of $25.3 million, and $0.4 million of working capital adjustme nts.

The contingent consideration is based on sales growth over the next three years, which is uncapped, and the achievement of certain other milestones.

We financed the acquisition through a combination of cash on hand and borrowings under our senior unsecured revolving credit facility.

Attune Medical's ensoETM technology is designed for use across a range of medical conditions involving patient cooling or warming, including treatment in electrophysiology, critical care, neurocritical care, trauma, burn surgery, spine surgery, and cancer surgery, among others.

The addition of our Esophageal Protection product line through this acquisition expands our Hospital business unit’s presence in electrophysiology and complements our Vascular Closure product line within Interventional Technologies, which is included in the Hospital reportable segment.

On October 10, 2023, we entered into an Arrangement Agreement with OpSens Inc.

(“OpSens”), a medical device cardiology-focused company delivering solutions based on its proprietary optical technology, pursuant to which, among other things, we agreed to acquire all of the issued and outstanding common shares of OpSens.

On December 12, 2023, we completed our acquisition of OpSens for total consideration of approximately $254.5 million, or $243.9 million, net of cash acquired.

We financed the acquisition through a combination of cash on hand and borrowings under our senior unsecured revolving credit facility.

OpSens offers commercially and clinically validated optical technology for use primarily in interventional cardiology.

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The addition of OpSens expands the Hospital business unit portfolio in the interventional cardiology market and is included in the Hospital reportable segment.

Portfolio Rationalization Initiatives

In November 2023, the Company announced its plans to end of life the ClotPro analyzer system within the Hospital business unit and certain products within the Blood Center business unit, primarily in Whole Blood, including the associated

manufacturing operations and closure of certain other facilities.

The Company incurred charges of $13.9 million in fiscal 2024 related to these initiatives.

Market and Regional Alignment Initiative

In May 2025, our Board of Directors approved a new market and regional alignment initiative and delegated authority to management to determine the details of the specific actions that will comprise the initiative.

This strategic initiative is designed to improve operational performance and reduce costs by directing Company resources toward the markets and geographies that offer the greatest growth and portfolio advancement opportunities.

We expect to incur aggregate restructuring and restructuring-related charges of approximately $20 million associated with this initiative, approximately half of which we expect will consist of severance and other employee costs and the remainder of which will consist of other exit costs, primarily related to third party arrangements.

These charges, substantially all of which will result in cash outlays, will be incurred as the specific actions required to execute on the initiative are identified and approved and are expected to continue through the end of fiscal 2027.

We expect savings from this initiative of approximately $30 million on an a nnualized basis once the initiative is completed .

The amounts and timing of estimated costs and savings are subject to change until finalized.

The actual amounts and timing may vary materially based on various factors.

During the fourth quarter of fiscal 2025, we incurred $0.6 million of restructuring related costs related to the first action under this initiative, which were approved by our Board of Directors in January 2025.

Total cumulative charges under this initiative are $0.6 million as of March 29, 2025.

Market Trends

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Blood Center Market

In the Blood Center market, we sell automated blood component and manual whole blood collection systems.

In the Blood Center market, we sell automated blood component collection systems.

While we sell products around the world, a significant portion of our sales are to a limited number of customers due to relatively limited number of blood collectors.

Within the Blood Center market, we have seen three trends that have negatively impacted growth of the overall marketplace despite the overall increase in aging populations.

Overall, we expect a flat to low single-digit decline in this business.

Within the Blood Center market, we have seen two trends that have negatively impacted growth of the overall marketplace despite the overall increase in aging populations.

• Declining transfusion rates in mature markets due to the development of more minimally invasive procedures with lower associated blood loss, as well as better blood management.

• Competition in multi-unit collection technology for automated blood component collection systems has intensified and has negatively impacted our sales in markets where these collections are prevalent.

▪ Industry consolidation through group purchasing organizations has intensified pricing competition particularly in the manual whole blood collection systems.

As Blood Center operates in more challenging markets, we have sharpened our focus accordingly on targeted opportunities – particularly in plasma and platelets – while ensuring continued alignment of this business with the Company’s broader strategic objectives.

Hospital Markets

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Our Vascular Closure market continues to grow with the VASCADE MVP launch in Japan in September 2023.

In addition, our VASCADE and VASCADE MVP

vascular closure systems received CE mark clearance in fiscal 2023, providing a pathway for country-specific introduction of these products in the EU.

In addition, our VASCADE and VASCADE MVP vascular closure systems received CE mark clearance in fiscal 2023, providing a pathway for country-specific introduction of these products in the EU.

In August 2024, we successfully launched the VASCADE MVP XL, which allowed us to capitalize more broadly in procedures as part of electrophysiology, coronary and peripheral markets.

Sensor-Guided Technologies Market - The market for sensor-guided technologies reflects varying dynamics across different interventional cardiology procedures.

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Conversely, in the more mature percutaneous coronary intervention (“PCI”) market, the steady demand for sensor-guided technologies such as OptoWire remains driven by persistent prevalence of coronary artery disease, emphasizing the need for advanced diagnostic and therapeutic interventions.

Our strategic investment in sensor-guided technologies positions us to capitalize on these trends, leveraging innovation to address evolving needs in both high-growth and mature markets while expanding our global market presence through initiatives like obtaining CE mark clearance for our vascular closure systems.

Our strategic investment in sensor-guided technologies positions us to capitalize on these trends, leveraging innovation to address evolving needs in both high-growth and mature markets while expanding our global market presence through initiatives such as obtaining CE mark clearance for our Savvywire.

Esophageal Protection Market - The market for esophageal protection devices, such as our ensoETM, is driven by radiofrequency (“RF”) ablation for the treatment of atrial fibrillation (“AF”), which has a risk of thermal injury to the esophagus.

While many cardiac ablation procedures are currently performed using RF ablation, the immediate opportunity for esophageal cooling during an AF ablation has substantially diminished over the last year due to the launch of Pulsed Field Ablation (“PFA”) in the US and Japan.

PFA has been available in Europe for several years already.

One of the perceived benefits of PFA is that its mechanism of action is tissue selective, which is believed to spare the esophagus from serious injury and may, therefore, obviate the need for esophageal cooling devices.

Blood Management Technologies:

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In more recent years, interest has grown into the utilization of TEG in trauma and other procedures in which the risk of hemorrhage and thrombosis are high.

Geographically, TEG systems have achieved the highest market penetration in North America, Europe and China.

However, there are considerable growth opportunities in these as well as other markets, as TEG systems become more established as the standard of care around the wor ld.

The HAS-100 and HAS-300 are currently commercialized in China.

Geographically, TEG systems have achieved the highest market penetration in North America and Europe.

However, there are considerable growth opportunities in these as well as other markets, as TEG systems become more established as the standard

of care around the wor ld.

The HAS-100 and HAS-300 are currently commercialized in China, where there has been a significant reduction in government reimbursement for testing and enforcement of strict pricing limitations, both of which constrain the growth potential in the market.

Cell Salvage Market - In recent years, more efficient blood use and less invasive surgeries have reduced demand for autotransfusion in these procedures and contributed to intense competition in mature markets, while increased access to healthcare in emerging economies has provided new markets and sources of growth.

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and Europe in recent years as hospitals seek means to improve efficiencies and meet compliance guidelines for tracking and dispositioning blood components to patients.

SafeTrace Tx’s leading market share in the U.S.

remains steady and in fiscal 2021 launched in the United Kingdom.

We continue to explore opportunities to expand the portfolio internationally.

SafeTrace Tx’s leading market share continues in the U.S.

and SafeTraceTX has expanded into the United Kingdom as hospitals seek solutions to address operational efficiency, cybersecurity, and interoperability with enterprise systems.

Financial Summary

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Without the effects of foreign exchange, net revenues increased 4.3% compared with fiscal 2024.

Revenue increases in our Plasma and Hospital businesses, primarily related to volume and price, drove the overall increase in revenue during the fiscal year ended March 30, 2024.

Operating income increased 5.7% during fiscal 2024 as compared with fiscal 2023, primarily due to increased revenues in Plasma and Hospital and savings from the Operational Excellence Program (“2020 Program”), partially offset by spend on portfolio rationalization initiatives, continuous growth investments, digital transformation costs incurred as part of the upgrade of our enterprise resource planning system and transaction and integration costs related to the acquisition of OpSens.

The increase in revenue as compared to fiscal 2024 was driven by Hospital, primarily related to recent acquisitions as well as volume and price benefits, partially offset by declines in both Plasma and Blood Center.

Operating income increased 34.5% during fiscal 2025 as compared with fiscal 2024, primarily due to operating leverage, the remeasurement of contingent consideration, decreased performance-based compensation and the gain realized on the sale of a manufacturing facility in the first quarter of fiscal 2025, partially offset by operating, transaction and integration costs related to recent acquisitions, increased amortization of acquired intangible assets and amortization of fair value inventory step-up.

Information pertaining to fiscal year 2023 results of operations, including a year-to-year comparison against fiscal year 2024, was included in our Annual Report on Form 10-K for the year ended March 30, 2024 under Part II, Item 7, “Management’s Discussion and Analysis of Financial Position and Results of Operations,” which was filed with the SEC on May 20, 2024.

This information is incorporated by reference herein.

Management’s Use of Non-GAAP Measures

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Our principal operations are in the United States, Europe, Japan and other parts of Asia.

Our products are marketed in approximately 90 countries around the world through a combination of our direct sales force and independent distributors and agents.

We market and sell our products in approximately 95 countries through a combination of our direct sales force and independent distributors.

The percentage of revenue generated in our principal operating regions is summarized below:

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Revenues by business unit (2)

Plasma 565,944 496,923 13.9 % 0.1 % 13.8 %

535,431 569,535 (6.0) % (0.1) % (5.9) %

Apheresis 213,134 211,173 0.9 % (1.5) % 2.4 %

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255,019 174,285 46.3 % (0.6) % 46.9 %

Hemostasis Management 159,139 138,854 14.6 % (0.6) % 15.2 %

Blood Management Technologies (5)

309,250 282,004 9.7 % (0.2) % 9.9 %

Hospital 564,269 456,289 23.7 % (0.3) % 24.0 %

Net business unit revenues 1,287,450 1,148,616 12.1 % (0.7) % 12.8 %

Service 21,605 20,044 7.8 % 0.5 % 7.3 %

Total net revenues $ 1,360,824 $ 1,309,055 4.0 % (0.3) % 4.3 %

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See “Management’s Use of Non-GAAP Measures.”

(2) Interventional Technologies includes Vascular Closure and Sensor Guided Technologies product lines of the Hospital business unit.

(3) Other includes the Cell Salvage and Transfusion Management product lines of the Hospital business unit.

Plasma revenue increased 13.9% during fiscal 2024 as compared with fiscal 2023.

Without the effect of foreign exchange, Plas ma revenue increased 13.8% during fiscal 2024 as compared with fiscal 2023.

This revenue increase was primarily driven by volume and price.

During the third quarter of fiscal 2022, we amended our supply agreement with CSL, which CSL had previously notified us of its intent not to renew and was initially set to expire in June 2022, to allow CSL to continue to use our PCS2 plasma collection system devices and purchase disposable plasmapheresis kits on a non-exclusive basis through December 2023.

During the third quarter of fiscal 2023, we further amended our supply agreement with CSL to extend the term through December 2025.

CSL has a minimum purchase commitment under the non-exclusive supply agreement of approximately $85 million in fiscal 2025.

(2) Beginning in fiscal 2025, we integrated service revenue within our three business units.

Prior periods were conformed to current presentation.

(3) Plasma revenue includes CSL U.S.

disposables revenue of $12.3 million and $99.8 million in the fourth quarter and full year of fiscal year 2025, respectively, as compared to $36.3 million and $154.53 million in the fourth quarter and full year of fiscal 2024, respectively.

(4) Interventional Technologies includes Vascular Closure, Sensor -Guided Technologies and Esophageal Protection product lines of the Hospital business.

(5) Blood Management Technologies includes Hemostasis Management, Cell Salvage and Transfusion Management product lines of the Hospital business unit.

Plasma revenue decreased 6.0% during fiscal 2025 as compared with fiscal 2024.

Without the effect of foreign exchange, Plas ma revenue decreased 5.9% during fiscal 2025 as compared with fiscal 2024.

This revenue decrease was primarily driven by lower sales volumes in North America, entirely relating to the previously announced customer transition of CSL Plasma.

In the fourth quarter of fiscal 2025, we recorded a one-time $10.6 million shortfall payment from CSL related to the non-exclusive supply agreement with the Company scheduled to expire in December 2025.

We do not expect any North America disposables sales to CSL Plasma in fiscal 2026.

Blood Center revenue decreased 7.8% during fiscal 2025 as compared with fiscal 2024.

Without the effect of foreign exchange, Blood Center revenue increased 1.0% during fiscal 2024.

The decrease in Blood Center’s reported revenue was primarily driven by declines in whole blood disposables and the impact of foreign exchange, partially offset by an increase in apheresis disposables.

Without the effect of foreign exchange, Blood Center revenue decreased 6.7% during fiscal 2025.

The decrease in Blood Center’s reported revenue was primarily driven by declines in our Whole Blood business, which was divested in the fourth quarter of fiscal 2025.

Hospital revenue increased 23.7% during fiscal 2025 as compared with fiscal 2024.

Without the effect of foreign exchange, Hospital revenue increased 24.0% during fiscal 2025.

The increase was primarily attributable to Vascular Closure revenue and Hemostasis Management disposables revenue, as well as increases in Transfusion Management revenue.

The increase was primarily attributable to the product lines within the Interventional Technologies franchise, including benefits from the recently acquired Sensor-Guided Technologies and Esophageal Protection product lines and growth in Vascular Closure, as well as contributions from the product lines within the Blood Management Technologies franchise.

(In thousands) 2025 2024 % Increase

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Without the effects of foreign exchange, gross profit increased 9.5% during fiscal 2025.

The increase was primarily driven by volume, product mix and productivity savings from the 2020 Program, partially offset by spend on portfolio rationalization initiatives and amortization of inventory fair value step-up related to the OpSens acquisition.

The increase was primarily driven by increased revenues in the Hospital business and volume, mix and price, partially offset by amortization of fair value inventory step-up related to the Attune Medical acquisition, restructuring costs related to portfolio rationalization initiatives and foreign exchange.

Operating Expenses

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% of net revenues 3.5 % 2.4 %

Remeasurement of contingent consideration $ (23,022) $ — n/m

% of net revenues (1.7) % — %

Gains on divestiture and sale of assets $ — $ (2,000) n/m

% of net revenues — % (0.2) %

Impairment of intangible assets $ 10,419 $ — n/m

Impairment of intangible assets $ 2,391 $ 10,419 (77.1) %

% of net revenues 0.2 % 0.8 %

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Without the effects of foreign exchange, research and development expenses increased 15.6% during fiscal 2025.

The increase in fiscal 2024 was primarily due to increased investments into product innovation as well as increased costs associated with the acquisition of OpSens.

The increase in fiscal 2025 was primarily due to increased headcount as a result of recent acquisitions.

Selling, General and Administrative

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Without the effects of foreign exchange, selling, general and administrative expenses increased 1.4% during fiscal 2025.

The increase in fiscal 2024 was primarily driven by spend on portfolio rationalization initiatives, continuous growth investments, digital transformation costs incurred as part of the upgrade of our enterprise resource planning system and transaction and integration costs related to the acquisition of OpSens, partially offset by operating leverage.

The increase in fiscal 2025 was primarily driven by transaction, integration and operating costs related to recent acquisitions and increased headcount and digital transformation costs incurred as part of the upgrade of our enterprise resource planning system, partially offset by gains realized on the sale of a manufacturing facility in the first quarter of fiscal 2025.

Amortization of Acquired Intangible Assets

We recognized amortization expense related to our acquired intangible assets of $48.3 million and $32.0 million during fiscal 2025 and fiscal 2024, respectively.

The decrease in fiscal 2024 is primarily the result of intangible assets that became fully amortized during fiscal 2023, partially offset by amortization of intangibles acquired as part of the OpSens acquisition during fiscal 2024.

The increase in fiscal 2025 is primarily the result of the amortization of the intangible assets acquired in conjunction with the recent acquisitions of OpSens and Attune Medical.

Remeasurement of Contingent Consideration

In the fourth quarter of fiscal 2025, we recognized a benefit of $20.3 million related to the remeasurement of acquisition related contingent consideration.

There was no contingent consideration obligation outstanding prior to April 1, 2025.

Gains on Divestiture and sale of assets

We recognized gains on divestiture and sale of assets of $2.0 million and $0.4 million during fiscal 2024 and fiscal 2023, respectively.

During fiscal 2024, we recognized a gain on the sale of certain licenses and during fiscal 2023, we recognized a gain for contingent consideration earned on the sale of U.S.

blood donor management software.

There were no gains on divestiture and sales of assets recorded in operating expenses in fiscal 2025.

We recognized gains on divestiture and sale of assets of $2.0 million during fiscal 2024 related to the sale of certain licenses.

Impairment of Intangible Assets

We recognized a $10.4 million impairment of intangible assets in fiscal 2024 related to the enicor GmbH acquisition completed in fiscal 2021 within our Hospital business unit.

We recognized impairment of intangible assets of $2.4 million and $10.4 million during fiscal 2025 and fiscal 2024, respectively.

Impairment of intangible assets in fiscal 2025 related to internally developed software assets.

Impairment of intangible assets in fiscal 2024 related to the enicor GmbH acquisition completed in fiscal 2021 within our Hospital business unit.

Interest and Other Expense, Net

Interest and other expenses de creased 11.0% during fiscal 2024 as compared with fiscal 2023.

Without the effects of foreign exchange, interest and other expenses de creased 10.1% during fiscal 2024.

The decrease was primarily driven by increased

interest income on investments due to higher interest rates, lower interest paid on interest rate swaps due to market and rate volatility, partially offset by higher interest incurred on our credit facility.

Interest and other expenses, net decreased 25.1% during fiscal 2025 as compared with fiscal 2024.

Without the effects of foreign exchange, interest and other expenses decreased 0.8% during fiscal 2025.

The decrease was primarily driven by the gain on extinguishment of convertible notes, unrealized and realized foreign currency exchange gains, and the sale of Whole Blood, offset in part by higher interest expense and amortization of deferred financing costs on the 2029 Notes.

2025 2024 % Increase/(Decrease)

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Reported Tax Rate

We conduct business globally and report our results of operations in a number of foreign jurisdictions in addition to the U.S.

Our reported tax rate is impacted by the jurisdictional mix of earnings in any given period as the foreign jurisdictions in which we operate have tax rates that differ from the U.S.

We conduct business globally and report our results of operations in a number of foreign jurisdictions in addition to the United States.

Our reported tax rate differs from the statutory tax rate due to the jurisdictional mix of earnings in any given period as the foreign jurisdictions in which we operate have tax rates that differ from the U.S.

statutory tax rate.

We have assessed, on a jurisdictional basis, the available means of recovering deferred tax assets, including the ability to carry-back net operating losses, the existence of reversing temporary differences, the availability of tax planning strategies and available sources of future taxable income.

As of March 30, 2024, we maintain a valuation allowance against certain U.S.

state and foreign tax credit carryforwards that are not more-likely-than-not realizable as well as a valuation allowance against the net deferred tax assets of certain foreign subsidiaries.

Our effective tax rate is adversely impacted by non-deductible expenses including executive compensation and transaction costs, and is favorably impacted by changes in contingent consideration revaluation, the expiration of the statute of limitations with respect to certain uncertain tax position reserves, jurisdictional mix of earnings, impact of foreign tax law changes and research credits generated.

For the year ended March 29, 2025, we recorded income tax expense of $44.4 million on our worldwide pre-tax income of $212.1 million, resulting in a reported tax rate of 20.9%.

Our effective tax rate for the year ended March 30, 2024 is higher than our effective tax rate of 18.4% for fiscal 2023, primarily due to the release of valuation allowance related to U.S.

state deferred tax assets in fiscal 2023 that did not recur in fiscal 2024, partially offset by a tax benefit recorded in fiscal 2024 related to the impact of foreign tax law changes, an increase in stock compensation tax benefit and an unfavorable impact of the jurisdictional mix of earnings.

Our effective tax rate for the year ended March 29, 2025 is lower than our effective tax rate of 22.6% for fiscal 2024, primarily due to the favorable impact of contingent consideration remeasurement and the expiration of the statute of limitations associated with uncertain tax position reserves, partially offset by the impact of the jurisdictional mix of earnings.

Liquidity and Capital Resources

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(Dollars in thousands) March 29,

2024 April 1,

2025 March 30,

Cash and cash equivalents $ 306,763 $ 178,800

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Our primary sources of liquidity are cash and cash equivalents, internally generated cash flow from operations and our senior unsecured revolving credit facility.

We believe these sources are sufficient to fund our cash requirements over at least the next twelve months and to meet our known long-term cash requirements, including our convertible senior notes due March 1, 2026.

Our expected cash outlays relate primarily to acquisitions, investments, capital expenditures, including enhancements to our North American manufacturing facilities, share repurchases, portfolio rationalization initiatives and cash principal and interest payments under our revised credit agreements.

The Company has $500.0 million aggregate principal amount of 0% convertible senior notes due in 2026, or the 2026 Notes.

The 2026 Notes are governed by the terms of the Indenture between the Company and U.S.

Bank National Association, as trustee.

The total net proceeds from the sale of the 2026 Notes, after deducting the initial purchasers’ discounts and debt issuance costs, were approximately $486.7 million.

The 2026 Notes will mature on March 1, 2026, unless earlier converted, redeemed or repurchased.

The 2026 Notes have an effective interest rate of 0.5% as of March 30, 2024.

Our expected cash outlays relate primarily to acquisitions, investments, capital expenditures, share repurchases, the market and regional alignment initiative and cash principal and interest payments under our revised credit agreements.

As of March 29, 2025, we had $306.8 million in cash and cash equivalents, the majority of which is held in the U.S.

or in countries from which it can be repatriated to the U.S.

On July 26, 2022, we entered into an amended and restated credit agreement with certain lenders to refinance our prior credit agreement entered into on June 15, 2018, which consisted of a $350.0 million term loan and a $350.0 million revolving credit facility (together, as amended from time to time, the “2018 Credit Facilities”), and extend the maturity date through June 2025.

The amended and restated credit agreement includes a $280.0 million senior unsecured term loan, the proceeds of which have been used to retire the balance of the term loan under the 2018 Credit Facilities, and a $420.0 million senior unsecured revolving credit facility (together, the “2022 Revised Credit Facilities”).

Loans under the 2022 Revised Credit Facilities bear interest at an annual rate equal to the Adjusted Term SOFR Rate (as specified in the amended and restated credit agreement), which is subject to a floor of 0%, plus an applicable rate ranging from 1.125% to 1.750% based on the Company’s consolidated net leverage ratio (as specified in the amended and restated credit agreement) at the applicable measurement date.

Adjusted Term SOFR Rate loans are also subject to a credit spread adjustment of 0.10% per annum.

The revolving credit facility carries an unused fee that ranges from 0.125% to 0.250% annually based on the Company’s consolidated net leverage ratio at the applicable measurement date.

Under the 2022 Revised Credit Facilities, the Company is required to maintain certain leverage and interest coverage ratios specified in the amended and restated credit agreement as well as other customary non-financial affirmative and negative covenants.

As of March 30, 2024, $262.5 million was outstanding under the term loan with an effective interest rate of 6.9% and $50.0 million in outstanding borrowings under the revolving credit facility with an effective interest rate of 6.8% .

We also had $18.7 million of uncommitted operating lines of credit to fund our global operations under which there were no outstanding borrowings a s of March 30, 2024.

Additionally, the Company was in compliance with the leverage and interest coverage ratios specified in the credit agreement as well as all other bank covenants as of March 30, 2024.

In April 2024, subsequent to the fiscal year ended March 30, 2024, the Company entered into a second amended and restated credit agreement with certain lenders to refinance the 2022 Revised Credit Facilities and extend their maturity date through April 2029.

The second amended and restated credit agreement provides for a $250.0 million senior unsecured term loan, the proceeds of which, along with $12.5 million of cash on hand, have been used to retire the balance of the term loan under the 2022 Revised Credit Facilities, and a $750.0 million senior unsecured revolving credit facility (together, the “2024 Revised Credit Facilities”), which constitutes a $330.0 million increase from the revolving credit facility under the 2022 Revised Credit Facilities.

Loans under the 2024 Revised Credit Facilities will initially bear interest at an annual rate equal to the Adjusted Term SOFR Rate (as specified in the second amended and restated credit agreement), which is subject to a floor of 0.0%, plus an applicable rate ranging from 1.125% to 1.750% based on the Company’s consolidated net leverage ratio (as specified in the second amended and restated credit agreement) at the applicable measurement date.

Adjusted Term SOFR Rate loans are also subject to a credit spread adjustment of 0% per annum.

The revolving credit facility carries an unused fee that ranges from 0.125% to 0.250% annually based on the Company’s consolidated net leverage ratio at the applicable measurement date.

In the first quarter of fiscal 2025, we used a portion of our proceeds from the 2029 Notes to repurchase, for $185.5 million, $200.0 million of the $500.0 million aggregate principal amount of our 0% convertible senior notes due 2026 (the “2026 Notes”), resulting in a gain of $14.5 million related to the discount on repurchase.

As the repurchase of the 2026 Notes met the criteria for extinguishment accounting, $1.9 million of unamortized debt issuance costs were allocated to the repurchase, resulting in a net gain of $12.6 million.

As of March 29, 2025, the $300.0 million remaining principal balance on the 2026 Notes was netted down by $1.5 million of remaining debt issuance costs, resulting in a net convertible note payable of $298.5 million.

Interest expense related to the 2026 Notes was $1.4 million for fiscal 2025 , which is entirely attributable to the amortization of the debt issuance costs.

The remaining debt issuance costs are amortized at an effective interest rate of 0.5%.

As of March 29, 2025, the $700.0 million principal balance of the 2029 Notes was netted down by $14.6 million of remaining debt issuance costs, resulting in a net convertible note payable of $685.4 million.

Interest expense related to the 2029 Notes was $17.3 million for fiscal 2025 , which includes nominal interest expense and the amortization of the debt issuance costs.

On July 26, 2022, we entered into an amended and restated credit agreement to refinance our credit facilities initially entered into in 2018 and extend their maturity date through June 2025.

The amended and restated credit agreement provided for a $750.0 million senior unsecured term loan and a $420.0 million senior unsecured revolving credit facility (together, the “2022 Revised Credit Facilities”) with applicable interest rates during the period established using an annual rate equal to the Adjusted Term SOFR Rate plus an applicable rate ranging from 1.125% to 1.750% based on our consolidated net leverage ratio, as specified in the agreement.

On April 30, 2024, we entered into a second amended and restated credit agreement with certain lenders to refinance the 2022 Revised Credit Facilities and extend their maturity date through April 2029.

The second amended and restated credit agreement provides for a $250.0 million senior unsecured term loan, the proceeds of which, along with $12.5 million of cash on hand, were used to retire the balance of the term loan under the 2022 Revised Credit Facilities, and a $750.0 million senior unsecured revolving credit facility (together, the “2024 Revised Credit Facilities”).

Loans under the 2024 Revised Credit Facilities bear interest at an annual rate equal to the Adjusted Term SOFR Rate (as specified in the second amended and restated credit agreement), which is subject to a floor of 0%, plus an applicable rate ranging from 1.125% to 1.750% based on the our consolidated net leverage ratio (as specified in the second amended and restated credit agreement) at the applicable measurement date.

The revolving credit facility carries an unused fee that ranges from 0.125% to 0.250% a annually based on our consolidated net leverage ratio at the applicable measurement date.

The 2024 Revised Credit Facilities mature on April 30, 2029.

The principal amount of the term loan under the 2024 Revised Credit Facilities amortizes quarterly through the maturity date at a rate of 2.5% for the first three years following the closing date, 5.0% for the fourth year following the closing date and 7.5% for the fifth year following the closing date, with the unpaid balance due at maturity.

As of April 30, 2024, the outstanding balance under the revolving credit facility was $230.0 million, which increased from the end of fiscal 2024, primarily due to borrowings associated with the acquisition of Attune Medical on April 1, 2024.

The Company has scheduled principal payments, adjusted for the impact of the debt refinancing in April 2024, of $17.3 million required during fiscal 2025.

During fiscal 2022, our Board of Directors approved a revised Operational Excellence Program.

We estimate that we will incur aggregate charges between $85 million and $95 million in connection with the Operational Excellence Program.

These charges, the majority of which will result in cash outlays, including severance and other employee costs, will be incurred as the specific actions required to execute these initiatives are identified and approved and are expected to be substantially completed by the end of fiscal 2025.

During the fiscal years ended March 30, 2024 and April 1, 2023, the Company incurr ed $9.8 million and $11.5 million, respectively, of restructuring and restructuring related costs under this program.

At March 29, 2025, $245.3 million was outstanding under the term loan with an effective interest rate of 5.7%, which was netted down by the $5.3 million of remaining debt discount, resulting in a net note payable of $240.0 million.

There were no outstanding borrowings under the revolving credit facilities at March 29, 2025.

We also had $18.9 million of uncommitted operating lines of credit to fund our global operations under which there were no outstanding borrowings as of March 29, 2025.

We have scheduled princ ipal payments of $6.3 million required during fiscal 2026 related to our term loan .

Our 2026 Convertible Notes will mature on March 1, 2026, with a principal balance of $300 million.

Unless refinanced prior to maturity, we will repay the outstanding principal at the maturity date using a combination of cash on hand and revolver borrowings under the 2024 Revised Credit Facility.

Notes Payable and Long-Term Debt for further information.

In April 2025 our Board of Directors authorized the repurchase of up to $500 million of Haemonetics common stock over the next three years.

This new share repurchase program will help to offset the dilutive impact of recent and future employee equity grants.

Under the share repurchase program, we are authorized to repurchase, from time to time, outstanding shares of common stock in accordance with applicable laws on the open market, including under trading plans established pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and in privately negotiated transactions.

The actual timing, number and value of shares repurchased will be determined by our discretion and will depend on a number of factors, including market conditions, applicable legal requirements and compliance with the terms of loan covenants.

The share repurchase program may be suspended, modified or discontinued at any time, and we have no obligation to repurchase any amount of our common stock under the program.

We expect savings from this initiative of approximately $30 million on an annualized basis once the initiative is completed .

The amounts and timing of estimated costs and savings are subject to change until finalized.

The actual amounts and timing may vary materially based on various factors.

Total cumulative charges under this initiative are $0.6 million as of March 29, 2025.

(In thousands) 2025 2024

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Operating Activities

Net ca sh provided by operating activities was $181.8 million during fiscal 2024, a de crease o f $91.3 million as compared with fiscal 2023.

The decrease in cash provided by operating activities was primarily the result of replenishment of NexSys PCS devices during fiscal 2024.

Net ca sh provided by operating activities was $181.7 million during fiscal 2025, relatively flat as compared with fiscal 2024.

Operating cash for fiscal year 2025 benefited from higher net income, lower accounts receivable and decreased accrued performance-based compensation, as compared to the fiscal 2024 period, partially offset by non-cash items including the remeasurement of contingent consideration and gains on the repurchase of convertible senior notes and sales of property, plant and equipment.

Investing Activities

Net cash used in investing activities was $161.9 million during fiscal 2025, an increase of $160.5 million as compared with fiscal 2024.

The increase in cash used in investing activities was primarily the result of the acquisition of OpSens in fiscal 2024, partially offset by lower capital expenditures driven by NexSys PCS device placements that occurred during fiscal 2023 and decreased cash outflows for other investments compared to fiscal 2023.

The increase in cash used in investing activities in fiscal 2025 as compared to fiscal 2024 was primarily the result of decreased cash outflows for acquisitions and the proceeds from divestitures and the sales of property, plant and equipment.

Financing Activities

Net cas h provided by financing activities was $38.2 million during fiscal 2024, an increase of $138.5 million as compared with fiscal 2023, primarily due to the borrowings under the revolving credit facility in fiscal 2024 in connection with the OpSens acquisition as well as cash outflows in fiscal 2023 for share repurchases and higher contingent consideration payments.

Net cas h provided by financing activities was $108.8 million during fiscal 2025, an increase of $70.7 million as compared with fiscal 2024, primarily du e to the issuance of the 2029 Notes, partially offset by the repurchase of a portion of the 2026 Notes, proceeds on the revolving credit facility in the previous year, capped call transactions, share repurchases, payments on the revolving credit facility in the current year and debt issuance costs.

Contractual Obligations

A summary of our contractual and commercial commitments as of March 30, 2024, which includes the impact of the April 2024 refinancing of the term loan under our 2024 Revised Credit Facilities, is as follows:

A summary of our contractual and commercial commitments as of March 29, 2025 is as follows:

Payments Due by Period

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Convertible senior notes $ 1,000,000 $ 300,000 $ — $ 700,000 $ —

Contingent consideration 2,278 44 2,234 — —

Debt 246,120 6,349 17,307 222,010 454

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(1) Interest payments reflect the contractual interest payments on outstanding debt related to the term loan under our 2024 Revised Credit Facilities and exclude the impact of interest rate swap agreements.

Interest payments are projected using interest rates in effect as of April 30, 2024, the date the term loan was refinanced.

Interest payments are projected using interest rates in effect as of March 29, 2025.

Certain of these projected interest payments may differ in the future based on changes in market interest rates.

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We cannot reasonably make a reliable estimate of the period in which we expect to settle these long-term liabilities due to factors outside of our control, such as tax examinations.

Subsequent to our fiscal year ended March 30, 2024, we entered into a definitive agreement to acquire Attune Medical that includes additional contingent consideration we may be required to pay in the future based on sales growth over the next three years and the achievement of certain other milestones.

Concentration of Credit Risk

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For a discussion of our material legal proceedings refer to Note 15, Commitments & Contingencies, to the Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.

The global macroeconomic environment has continued to present challenging conditions and uncertainty, including around inflation, tariffs, interest rates, monetary policy, exchange rates and geopolitical developments, which could adversely impact the costs associated with our manufacturing operations.

We continue to monitor inflationary pressures generally and raw materials indices that may affect our procurement and production costs.

Increases in the price of petroleum derivatives could result in corresponding increases in our costs to procure plastic raw materials.

Historically, we have been able to limit the impact of the effects of inflation by improving our manufacturing and purchasing efficiencies, by increasing employee productivity and by adjusting the selling prices of products, but we may not be able to fully mitigate these increases in our operational costs in the future.

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That program includes the use of derivative financial instruments to minimize, for a period of time, the unforeseen impact on our financial results from changes in foreign exchange rates.

We utilize forward foreign currency contracts to hedge the anticipated cash flows from transactions denominated in foreign currencies, primarily Japanese Yen and Euro, and to a lesser extent Swiss

Franc and Mexican Peso.

This does not eliminate the volatility of foreign exchange rates, but because we generally enter into forward contracts one year out, rates are fixed for a one-year period, thereby facilitating financial planning and resource allocation.

We utilize forward foreign currency contracts to hedge the anticipated cash flows from transactions denominated in foreign currencies, primarily Japanese Yen, Mexican Peso and Euro, and to a lesser extent Canadian Dollar and Swiss Franc.

This does not eliminate the volatility of foreign exchange rates, but because we generally enter into forward contracts into the future, rates are fixed at the time of execution;

thereby facilitating financial planning and resource allocation.

Hedges are executed on a rolling basis over an 18-month horizon, informed by forecasted net income exposures.

Both forecasted exposures and active hedges are reviewed periodically throughout the year to ensure effective and efficient mitigation of foreign currency exchange rate risk.

These contracts are designated as cash flow hedges.

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We review intangible assets subject to amortization for impairment at least annually or more frequently if certain conditions arise to determine if any adverse conditions exist that would indicate that the carrying value of an asset or asset group may not be recoverable, or that a change in the remaining useful life is required.

Conditions indicating that an impairment exists include but are not limited to a change in the competitive landscape, internal decisions to pursue new or different technology strategies, a loss of a significant customer or a significant change in the marketplace including prices paid for our products or the size of the market for our products.

Conditions indicating that an impairment exists include

but are not limited to a change in the competitive landscape, internal decisions to pursue new or different technology strategies, a loss of a significant customer or a significant change in the marketplace including prices paid for our products or the size of the market for our products.

Refer Note 2, Summary of Significant Accounting Policies and Note 10, Goodwill & Intangible Assets, to the Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K for additional information.

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Contingencies

We may become involved in various legal proceedings that arise in the ordinary course of business, including, without limitation, patent infringement, product liability and environmental matters.

We are currently involved in or may become involved in various legal proceedings and claims, including, without limitation, patent infringement, product liability, breach of contract and employee-related matters.

Accruals recorded for various contingencies including legal proceedings, employee related litigation, self-insurance and other claims are based on judgment, the probability of losses and, where applicable, the consideration of opinions of internal and/or external legal counsel and actuarially determined estimates.

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With respect to the specific legal proceedings and claims described below, unless otherwise noted, the amount or range of possible losses is not reasonably estimable.

There can be no assurance that the settlement, resolution, or other outcome of one or more matters, including the matters set forth below, during any subsequent reporting period will not

have a material adverse effect on the Company’s results of operations or cash flows for that period or on the Company’s financial condition.

There can be no assurance that the settlement, resolution, or other outcome of one or more matters, including the matters set forth below, during any subsequent reporting period will not have a material adverse effect on our results of operations or cash flows for that period or on the our financial condition.

Business Combinations

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These cash flow projections are discounted with a risk adjusted rate.

Each quarter until such contingent amounts are earned, the fair value of the liability is remeasured at each reporting period and adjusted as a component of operating expenses based on changes to the underlying assumptions.

At each reporting period until such contingent amounts are earned, the fair value of the liability is remeasured and adjusted as a component of operating expenses based on changes to the underlying assumptions.

The estimates used to determine the fair value of the contingent consideration liability are subject to significant judgment and given the inherent uncertainties in making these estimates, actual results are likely to differ from the amounts originally recorded and could be materially different.

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

What changed 10-K

Item 7. Management’s Discussion and Analysis