What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-02-05 compared with 2025-11-06 · 98 added, 84 removed, 237 unchanged (43% of the section changed)

15 unchanged sentences

Recent Developments

Accelerated Share Repurchase

In August 2025, in accordance with our previously announced three-year share repurchase program, we entered into an accelerated share repurchase agreement (“ASR”) with Citibank N.A.

(“Citibank”) to repurchase $75.0 million of our common stock.

Pursuant to the terms of the ASR, in August 2025, we paid Citibank $75.0 million in cash and received an initial delivery of 1,113,586 shares of our common stock representing 80% of the notional amount of the ASR.

The ASR was completed in September 2025 within the second quarter of fiscal 2026, and 316,993 additional shares were delivered upon settlement.

The total number of shares repurchased under the ASR was 1,430,579 at an average price per share upon final settlement of $52.43.

As of September 27, 2025, the total remaining authorization for repurchases of our common stock under the share repurchase program was $425.0 million.

Acquisition of Vivasure Medical Limited

On January 9, 2026, subsequent to the end of the third quarter of fiscal 2026, we acquired Vivasure Medical Limited (“Vivasure”) for gross upfront consideration of $116.4 million, with $60.7 million paid in cash at closing after giving effect to the value of certain prior investments and loans made by us to Vivasure, as well as other customary closing adjustments.

The definitive agreement between the parties also provides for up to $98.9 million of additional contingent consideration based on sales growth and the achievement of certain other milestones, also subject to adjustment based on the value of certain prior investments and loans.

We financed this transaction through available cash on hand.

Vivasure is a Galway, Ireland-based company pioneering next-generation technology for percutaneous vessel closure.

Vivasure’s PerQseal Elite system uses a proprietary bioabsorbable patch to seal large-bore (up to 26 F) arteriotomies and venotomies from inside the vessel, offering a sutureless, fully absorbable solution for structural heart and endovascular procedures.

In 2025, Vivasure submitted a Premarket Approval application to the U.S.

FDA for the PerQseal Elite arterial closure system and received CE Mark approval in Europe for both arterial and venous indications.

The addition of Vivasure expands our Hospital business unit portfolio in the interventional cardiology market and will be included in the Hospital reportable segment.

Share Repurchases

During the fourth quarter of fiscal 2026, we repurchased 360,457 shares of our common stock for $25.0 million under a previously executed Rule 10b5-1 trading plan.

The total remaining authorization for repurchases of our common stock under the 2025 share repurchase program is $400.0 million.

Financial Summary

Three Months Ended Six Months Ended

September 27, 2025 September 28, 2024 Reported growth September 27, 2025 September 28, 2024 Reported growth

Three Months Ended Nine Months Ended

December 27, 2025 December 28, 2024 Reported growth December 27, 2025 December 28, 2024 Reported growth

(Dollars in Thousands, Except Per Share Data)

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Net income per share – diluted $ 0.95 $ 0.74 28.4 % $ 2.46 $ 2.14 15.0 %

Net revenues decreased 5.3% and 4.8% during the three and six months ended September 27, 2025, respectively, as compared with the same periods of fiscal 2025.

Revenue decreases in Plasma and Blood Center, primarily driven by the previously announced customer transition of CSL Plasma and the divestiture of the Whole Blood product line in fiscal 2025, drove the overall decrease in net revenues.

These decreases were partially offset by an increase in Hospital, primarily attributable to the Hemostasis Management product line within the Blood Management Technologies franchise, during the three and six months ended September 27, 2025.

Operating income increased 13.1% and 22.9% during the three and six months ended September 27, 2025, respectively, as compared with the same periods of fiscal 2025.

The increase during the three and six months ended September 27, 2025 was primarily due to pricing benefits across all business units and product mix, as well as decreased restructuring costs related to portfolio rationalization initiatives and decreased amortization of fair value inventory step-up related to the Attune Medical acquisition, partially offset by lower gains on sales of property, plant and equipment.

Net revenues decreased 2.7% and 4.1% during the three and nine months ended December 27, 2025, respectively, as compared with the same periods of fiscal 2025.

During the three months ended December 27, 2025, a revenue decrease in Blood Center, primarily driven by the divestiture of the Whole Blood product line in fiscal 2025, was partially offset by an increase in Plasma, primarily attributable to growth in U.S.

plasma collections and prior innovation benefits.

During the nine months ended December 27, 2025, revenue decreases in Plasma and Blood Center, primarily driven by the previously announced customer transition of CSL Plasma and the divestiture of the Whole Blood product line in fiscal 2025, were partially offset by an increase in Hospital, primarily attributable to the Hemostasis Management product line within the Blood Management Technologies franchise.

Operating income increased 14.2% and 19.5% during the three and nine months ended December 27, 2025, respectively, as compared with the same periods of fiscal 2025.

The increase during the three and nine months ended December 27, 2025 was primarily due to pricing benefits across all business units, as well as decreased restructuring costs related to portfolio rationalization initiatives and decreased amortization of fair value inventory step-up related to the acquisition of Advanced Cooling Therapy, Inc., d/b/a Attune Medical (“Attune Medical”), partially offset by lower gains on sales of property, plant and equipment.

Management’s Use of Non-GAAP Measures

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Three Months Ended

September 27, 2025 September 28, 2024 Reported growth Currency impact Constant currency growth (1)

December 27, 2025 December 28, 2024 Reported growth Currency impact Constant currency growth (1)

(Dollars in Thousands)

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Total net revenues $ 338,967 $ 348,542 (2.7) % 0.8 % (3.5) %

Six Months Ended

September 27, 2025 September 28, 2024 Reported growth Currency impact Constant currency growth (1)

Nine Months Ended

December 27, 2025 December 28, 2024 Reported growth Currency impact Constant currency growth (1)

(Dollars in Thousands)

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

We market and sell our products in approximate ly 96 countries through a combination of our direct sales force and independent distributors.

During the three and six months ended September 27, 2025, our revenue generated outside the U.S.

was 26.6% and 25.6%, respectively, of total net revenues, as compared with 25.9% during both the three and six months ended September 28, 2024.

We market and sell our products in approximately 96 countries through a combination of our direct sales force and independent distributors.

During the three and nine months ended December 27, 2025, our revenue generated outside the U.S.

was 26.9% and 26.1%, respectively, of total net revenues, as compared with 26.1% and 26.0% during the three and nine months ended December 28, 2024, respectively.

International sales are generally conducted in local currencies, primarily Japanese Yen, Euro and Chinese Yuan.

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Three Months Ended

September 27, 2025 September 28, 2024 Reported growth Currency impact Constant currency growth (1)

December 27, 2025 December 28, 2024 Reported growth Currency impact Constant currency growth (1)

(Dollars in Thousands)

9 unchanged sentences

Total net revenues $ 338,967 $ 348,542 (2.7) % 0.8 % (3.5) %

Six Months Ended

September 27, 2025 September 28, 2024 Reported growth Currency impact Constant currency growth (1)

Nine Months Ended

December 27, 2025 December 28, 2024 Reported growth Currency impact Constant currency growth (1)

(Dollars in Thousands)

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

Plasma revenue decreased by 9.5% and 7.0%, respectively, on an as reported basis and by 10.1% and 7.5%, respectively, without the effect of foreign exchange during the three and six months ended September 27, 2025, as compared with the same periods of fiscal 2025.

The decrease was driven by lower sales volumes in North America, primarily relating to the previously announced customer transition of CSL Plasma, which was partially offset by pricing benefits, Plasma share gains and upfront revenue recognition on execution of a renegotiated long-term software agreement with an existing software customer in the first quarter of fiscal 2026.

Plasma revenue increased by 3.5% and decreased by 3.6%, respectively, on an as reported basis and increased by 2.8% and decreased by 4.1%, respectively, without the effect of foreign exchange during the three and nine months ended December 27, 2025, as compared with the same periods of fiscal 2025.

The increase during the three months ended December 27, 2025 was driven by increased growth in U.S.

plasma collections and prior innovation benefits.

The decrease during the nine months ended December 27, 2025, was driven by lower sales volumes in North America, primarily relating to the previously announced customer transition of CSL Plasma, which was partially offset by prior innovation benefits, share gains and upfront revenue recognition on execution of a renegotiated long-term software agreement with an existing software customer in the first quarter of fiscal 2026.

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

Blood Center revenue decreased by 17.6% and 19.6%, respectively, on an as reported basis and by 19.1% and 20.9%, respectively, without the effect of foreign exchange during the three and six months ended September 27, 2025, as compared with the same periods of fiscal 2025.

Blood Center revenue decreased by 19.6% and 19.6%, respectively, on an as reported basis and by 20.7% and 20.8%, respectively, without the effect of foreign exchange during the three and nine months ended December 27, 2025, as compared with the same periods of fiscal 2025.

The decrease was primarily driven by the divestiture of our Whole Blood product line, which was completed in January 2025, partially offset by product mix.

Hospital revenue increased by 5.1% and 4.7%, respectively, on an as reported basis and by 4.5% and 4.1%, respectively, without the effect of foreign exchange during the three and six months ended September 27, 2025, as compared with the same periods of fiscal 2025.

The increase was primarily attributable to the Hemostasis Management product line within the Blood Management franchise, driven by volume growth and pricing benefits, which was partially offset by lower volume in the Interventional Technologies franchise.

Hospital revenue decreased by 0.3% and increased by 2.9%, respectively, on an as reported basis and decreased by 0.9% and increased by 2.4%, respectively, without the effect of foreign exchange during the three and nine months ended December 27, 2025, as compared with the same periods of fiscal 2025.

The decrease during the three months ended December 27, 2025 was driven by lower sales volume in the Interventional Technologies franchise, offset by an increase in sales volume in the Hemostasis Management product line within the Blood Management Technologies franchise.

The increase during the nine months ended December 27, 2025 was primarily attributable to the Hemostasis Management product line within the Blood Management Technologies franchise, driven by volume growth and pricing benefits, which was partially offset by lower volume in the Interventional Technologies franchise.

Three Months Ended

September 27, 2025 September 28, 2024 Reported growth Currency impact Constant currency growth (1)

December 27, 2025 December 28, 2024 Reported growth Currency impact Constant currency growth (1)

(Dollars in Thousands)

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% of net revenues 59.7 % 55.5 %

Six Months Ended

September 27, 2025 September 28, 2024 Reported growth Currency impact Constant currency growth (1)

Nine Months Ended

December 27, 2025 December 28, 2024 Reported growth Currency impact Constant currency growth (1)

(Dollars in Thousands)

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

Gross profit increased by 3.9% and 6.8%, respectively, on an as reported basis and by 2.8% and 5.7%, respectively, without the effect of foreign exchange during the three and six months ended September 27, 2025, as compared with the same periods of fiscal 2025.

The increase was driven primarily by pricing benefits across all business units, Plasma share gains, product mix, decreased restructuring costs related to portfolio rationalization initiatives, and decreased amortization of fair value inventory step-up related to the Attune Medical acquisition.

Gross profit increased by 4.6% and 6.0%, respectively, on an as reported basis and by 3.4% and 4.9%, respectively, without the effect of foreign exchange during the three and nine months ended December 27, 2025, as compared with the same periods of fiscal 2025.

The increase was driven primarily by the continued transformation of the product portfolio to higher margin offerings, benefits from product innovation, decreased restructuring costs related to portfolio rationalization initiatives, and decreased amortization of fair value inventory step-up related to the Attune Medical acquisition.

Operating Expenses

Three Months Ended

September 27, 2025 September 28, 2024 Reported growth Currency impact Constant currency growth (1)

December 27, 2025 December 28, 2024 Reported growth Currency impact Constant currency growth (1)

(Dollars in Thousands)

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% of net revenues 39.8 % 38.6 %

Six Months Ended

September 27, 2025 September 28, 2024 Reported growth Currency impact Constant currency growth (1)

Nine Months Ended

December 27, 2025 December 28, 2024 Reported growth Currency impact Constant currency growth (1)

(Dollars in Thousands)

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Research and Development

Research and development expenses increased by 5.2% and 8.9%, respectively, on an as reported basis and by 5.0% and 8.9%, respectively, without the effect of foreign exchange during the three and six months ended September 27, 2025, as compared with the same periods of fiscal 2025.

The increase was primarily due to increased restructuring charges resulting from the market and regional alignment initiatives.

Research and development expenses decreased by 10.4% and increased by 2.0%, respectively, on an as reported basis and decreased by 10.6% and increased by 1.9%, respectively, without the effect of foreign exchange during the three and nine months ended December 27, 2025, as compared with the same periods of fiscal 2025.

The decrease during the three months ended December 27, 2025 was primarily due to lower costs related to compliance with the European Union Medical Device Regulation and In Vitro Diagnostic Regulation requirements compared to the same period in fiscal 2025.

The increase during the nine months ended December 27, 2025 was primarily due to increased investments into product innovation.

Selling, General and Administrative

SG&A expenses decreased by 5.0% and 1.3%, respectively, on an as reported basis and by 5.8% and 1.9%, respectively, without the effect of foreign exchange during the three and six months ended September 27, 2025, as compared with the same periods of fiscal 2025.

The decrease was primarily driven by lower integration and transaction costs and freight costs, partially offset by lower gains on sales of property, plant and equipment.

SG&A expenses increased by 2.5% and decreased by 0.1%, respectively, on an as reported basis and increased by 1.0% and decreased by 0.9%, respectively, without the effect of foreign exchange during the three and nine months ended December 27, 2025, as compared with the same periods of fiscal 2025.

The increase during the three months ended December 27, 2025 was primarily due to performance-based compensation costs and litigation-related charges.

The decrease during the nine months ended December 27, 2025 was primarily driven by lower integration and transaction costs and freight costs, partially offset by lower gains on sales of property, plant and equipment.

Amortization of Acquired Intangible Assets

We recognized amortization expense related to o ur acquired intangible assets of $11.2 million and $22.6 million, respectively, during the three and six months ended September 27, 2025, as compared with $12.3 million and $24.7 million, respectively, during the three and six months ended September 28, 2024.

The decrease was primarily due to certain intangible assets becoming fully amortized during fiscal 2025 and fiscal 2026.

We recognized amortization expense related to o ur acquired intangible assets of $10.9 million and $33.5 million, respectively, during the three and nine months ended December 27, 2025, as compared with $12.2 million and $37.0 million, respectively, during the three and nine months ended December 28, 2024.

The decrease was primarily due to certain intangible assets becoming fully amortized or impaired during fiscal 2025 and fiscal 2026.

Impairment of intangible assets

We recognized impairment charges of intangible assets of $8.6 million during both the three and six months ended September 27, 2025, as compared with $2.4 million during both the three and six months ended September 28, 2024.

We recognized impairment charges of intangible assets of $0.7 million and $9.3 million, respectively, during the three and nine months ended December 27, 2025, as compared with no impairment and $2.4 million, respectively, during the three and nine months ended December 28, 2024.

The impairment charges in fiscal 2026 were related to the intellectual property associated with the HAS viscoelastic diagnostic devices, related assays and disposables.

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Interest and Other Expense, Net

Interest a nd other expense, net increased by $0.2 million and $15.9 million, respectively, during the three and six months ended September 27, 2025, as compared with the same periods of fiscal 2025.

The increase was primarily driven by gains recognized in the first quarter of fiscal 2025 on the repurchase of $200.0 million of aggregate principal of our 0.0% convertible senior notes due in 2026 (the “2026 Notes”).

Interest a nd other expense, net decreased by $1.7 million and increased by $14.2 million, respectively, during the three and nine months ended December 27, 2025, as compared with the same periods of fiscal 2025.

The decrease during the three months ended December 27, 2025 was primarily due to unrealized and realized foreign currency exchange gains.

The increase during the nine months ended December 27, 2025 was primarily driven by gains recognized in the first quarter of fiscal 2025 on the repurchase of $200.0 million of aggregate principal of our 0.0% convertible senior notes due in 2026 (the “2026 Notes”).

For further discussion on the 2026 Notes, refer to Note 12, Notes Payable and Long-Term Debt within these condensed consolidated financial statements.

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Our effective tax rate is adversely impacted by non-deductible expenses including executive compensation and is favorably impacted by the jurisdictional mix of earnings and research credits generated.

For the three and six months ended September 27, 2025, we reported income tax expense of $12.6 million and $23.7 million, respectively, representing an effective tax rate of 24.6% in each period.

The effective tax rate for the three months ended September 27, 2025 includes $0.1 million of discrete tax expense, primarily related to stock compensation shortfalls.

The effective tax rate for the six months ended September 27, 2025 includes $0.2 million of discrete tax expense, primarily related to stock compensation shortfalls.

For the three and six months ended September 28, 2024, we reported income tax expense of $10.9 million and $19.2 million, respectively, representing an effective tax rate of 24.3% and 21.0%, respectively.

The effective tax rate for the three months ended September 28, 2024 includes an immaterial discrete tax benefit.

The effective tax rate for the six months ended September 28, 2024 includes $3.6 million of discrete tax benefit, primarily related to stock compensation windfalls.

For the three and nine months ended December 27, 2025, we reported income tax expense of $15.2 million and $39.0 million, respectively, representing effective tax rates of 25.4% and 24.9%, respectively.

The effective tax rate for the nine months ended December 27, 2025 includes $0.5 million of discrete tax expense, primarily related to stock compensation shortfalls.

For the three and nine months ended December 28, 2024, we reported income tax expense of $12.4 million and $31.6 million, respectively, representing effective tax rates of 24.9% and 22.4%, respectively.

The effective tax rate for the three months ended December 28, 2024 includes an immaterial discrete tax benefit.

The effective tax rate for the nine months ended December 28, 2024 includes $3.3 million of discrete tax benefit, primarily related to stock compensation windfalls.

The discrete benefit also includes other items such as provision to return differences.

The reported tax rate for the three months ended September 27, 2025, compared to the same period in fiscal 2025, was relatively consistent.

The increase in the reported tax rate for the six months ended September 27, 2025, compared to the same period in fiscal 2025, relates primarily to the decrease in net stock compensation windfall benefits.

The reported tax rate for the three months ended December 27, 2025, compared to the same period in fiscal 2025, was relatively consistent.

The increase in the reported tax rate for the nine months ended December 27, 2025, compared to the same period in fiscal 2025, relates primarily to the decrease in net stock compensation windfall benefits.

Liquidity and Capital Resources

The following table contains certain key performance indicators we believe depict our liquidity and cash flow position:

September 27, 2025 March 29, 2025

December 27, 2025 March 29, 2025

(Dollars in Thousands)

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Inventory turnover 1.4 1.4

(1) Our revolving credit facilities availability is reduced by eligible outstanding letters of credit allowable of $1.3 million as of September 27, 2025 and March 29, 2025, respectively.

(1) Availability under our revolving credit facilities is reduced by eligible outstanding letters of credit allowable of $1.3 million as of December 27, 2025 and March 29, 2025, respectively.

(2) Net debt position is the sum of cash and cash equivalents less total debt.

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 2026 Notes and 2.5% convertible senior notes due in 2029 (the “2029 Notes”).

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 2026 Notes, 2.5% convertible senior notes due in 2029 (the “2029 Notes”), and our senior unsecured term loan .

Our e xpected 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 September 27, 2025, we had $296.4 million in cash and cash equivalents, the majority of which is held in the U.S.

As of December 27, 2025, we had $363.4 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 January 9, 2026, subsequent to the end of the third quarter of fiscal 2026, we completed the acquisition of Vivasure.

We paid $60.7 million in cash at closing, after giving effect to the value of certain prior investments and loans made by the Company to Vivasure as well as other customary closing adjustments.

For further discussion, refer to Note 3, Acquisitions, Divestitures and Strategic Investments within these condensed consolidated financial statements.

Convertible Senior Notes

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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 September 27, 2025, the $300.0 million remaining principal balance on the 2026 Notes was netted down by $0.7 million of remaining debt issuance costs, resulting in a net convertible note payable of $299.3 million.

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

As of September 1, 2025, holders of the 2026 Notes are able to convert all or a portion of their 2026 Notes.

Interest expense related to the 2026 Notes was $0.4 million and $0.8 million, respectively, for the three and six months ended September 27, 2025 which is entirely attributable to the amortization of the debt issuance costs.

As of December 27, 2025, the $300.0 million remaining principal balance on the 2026 Notes was netted down by $0.3 million of remaining debt issuance costs, resulting in a net convertible note payable of $299.7 million.

The 2026 Notes will mature on March 1, 2026, at which time we expect to settle the remaining principal that has not been already converted, redeemed or repurchased through a combination of cash on hand and borrowings under its revolving credit facility.

As of September 1, 2025, holders of the 2026 Notes are able to convert all or a portion of their 2026 Notes, and as of December 27, 2025, there have been no conversions.

Interest expense related to the 2026 Notes was $0.4 million and $1.2 million, respectively, for the three and nine months ended December 27, 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%.

For further discussion on the 2026 Notes, refer to Note 12, Notes Payable and Long-Term Debt within these condensed consolidated financial statements.

As of September 27, 2025, the $700.0 million principal balance of the 2029 Notes was netted down by $12.9 million of remaining debt issuance costs, resulting in a net convertible note payable of $687.1 million.

As of December 27, 2025, the $700.0 million principal balance of the 2029 Notes was netted down by $12.1 million of remaining debt issuance costs, resulting in a net convertible note payable of $687.9 million.

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

As of September 27, 2025, the 2029 Notes were not convertible.

Interest expense related to the 2029 Notes was $5.2 million and $10.4 million, respectively, for the three and six months ended September 27, 2025, which includes nominal interest expense and the amortization of the debt issuance costs.

As of December 27, 2025, the 2029 Notes were not convertible.

Interest expense related to the 2029 Notes was $5.2 million and $15.6 million, respectively, for the three and nine months ended December 27, 2025, which includes nominal interest expense and the amortization of the debt issuance costs.

For further discussion on the 2029 Notes, refer to Note 12, Notes Payable and Long-Term Debt within these condensed consolidated financial statements.

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For further discussion on the 2029 Notes, refer to Note 12, Notes Payable and Long-Term Debt within these condensed consolidated financial statements.

As of September 27, 2025, $242.2 million was outstanding under the term loan with an effective interest rate of 6.4%.

There were no outstanding borrowings under the revolving credit facilities as of September 27, 2025.

We also had $19.5 million of uncommitted operating lines of credit to fund its global operations under which there were no outstanding borrowings as of September 27, 2025.

As of December 27, 2025, $240.6 million was outstanding under the term loan with an effective interest rate of 5.8%.

There were no outstanding borrowings under the revolving credit facilities as of December 27, 2025.

We also had $18.2 million of uncommitted operating lines of credit to fund its global operations under which there were no outstanding borrowings as of December 27, 2025.

We have scheduled principal payments of $1.6 million required during the remainder of fiscal 2026 related to its term loan.

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The total number of shares repurchased under the ASR was 1,430,579 at an average price per share upon final settlement of $52.43.

As of September 27, 2025, the total remaining authorization for repurchases of our common stock under the share repurchase program was $425.0 million.

As of December 27, 2025, the total remaining authorization for repurchases of our common stock under the share repurchase program was $425.0 million.

Market and Regional Alignment Initiative

In May 2025, our Board 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.

During the three and six months ended September 27, 2025, we incurred $0.7 million and $3.4 million, respectively, of restructuring related costs under this initiative.

Total cumulative charges under the market and regional alignment initiative are $4.0 million as of September 27, 2025.

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

During the three and nine months ended December 27, 2025, we incurred restructuring and restructuring related costs of $1.5 million and $4.9 million, respectively, under this initiative.

Total cumulative charges under the market and regional alignment initiative are $5.5 million as of December 27, 2025.

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.

Six Months Ended

September 27, 2025 September 28, 2024

Nine Months Ended

December 27, 2025 December 28, 2024

(Dollars in Thousands)

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Effect of exchange rate changes on cash and cash equivalents (1)

4,219 (3,455)

Net change in cash and cash equivalents $ 56,604 $ 142,046

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Operating Cash Flows

Net cash provided by operating activities increased by $107.3 million during the six months ended September 27, 2025, as compared with the same period of fiscal 2025.

The fiscal 2026 period included cash inflows for net income of $72.7 million, adjusted for non-cash depreciation and amortization of $57.0 million, stock-based compensation expense of $16.9 million, and impairment charges of $8.6 million, partially offset by increase in cash outflows for working capital of $29.4 million.

The fiscal 2025 period included cash inflows for net income of $72.2 million, adjusted for non-cash depreciation and amortization of $58.4 million and stock-based compensation expense of $14.5 million, offset by cash outflows for non-cash adjustments related to a $12.6 million gain on the repurchase of convertible senior notes in the first quarter of fiscal 2025, a $14.4 million gain on the sale of property, plant and equipment, and unfavorable working capital adjustments of $112.4 million.

Net cash provided by operating activities increased by $157.1 million during the nine months ended December 27, 2025, as compared with the same period of fiscal 2025.

Cash flows from operations for fiscal 2026 period included net income of $117.5 million, adjusted for non-cash depreciation and amortization of $84.4 million, share-based compensation expense of $24.7 million, and impairment charges of $9.3 million, partially offset by cash outflows for working capital of $17.6 million driven by digital transformation costs.

The fiscal 2025 period included cash inflows from net income of $109.7 million, adjusted for non-cash depreciation and amortization of $87.4 million and share-based compensation expense of $22.7 million, partially offset by cash outflows for non-cash adjustments related to a $12.6 million gain on the repurchase of convertible senior notes in the first quarter of fiscal 2025, a $14.6 million gain on the sale of property, plant and equipment, and unfavorable working capital adjustments of $141.7 million driven by increased outflows for inventory.

Investing Cash Flows

Net cash used in investing activities decreased by $99.1 million during the six months ended September 27, 2025, as compared with the same period of fiscal 2025.

Net cash used in investing activities decreased by $87.0 million during the nine months ended December 27, 2025, as compared with the same period of fiscal 2025.

The fiscal 2026 period included cash outflows for strategic investments of $30.6 million, non-cash transfers from inventory of $42.6 million, and $15.1 million of capital expenditures.

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Financing Cash Flows

Net cash provided by financing activities decreased by $337.9 million during the six months ended September 27, 2025, as compared with the same period of fiscal 2025.

The fiscal 2026 period included cash outflows of $75.0 million for share repurchases, repayments of term loan borrowings and employee equity award settlements.

The fiscal 2025 period included cash inflows relating to proceeds from the sale of the 2029 Notes of $700.0 million and proceeds from term loan borrowings of $250.0 million, partially offset by cash outflows for the repurchase of a portion of the 2026 Notes of $185.5 million, capped call purchases of $88.2 million, term loan redemptions of $262.5 million, shares repurchases of $75.0 million, payments on the revolving credit facility of $50.0 million, and debt issuance costs of $23.1 million.

Net cash provided by financing activities decreased by $337.2 million during the nine months ended December 27, 2025, as compared with the same period of fiscal 2025.

The fiscal 2026 period included cash outflows of $75.0 million for share repurchases, repayments of term loan borrowings of $4.7 million, and $5.0 million of employee equity award settlements.

Recent Accounting Pronouncements

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regulatory agencies), reputational damage, declining sales or litigation;

• Security breaches of our products or information technology systems, or those of our customers, suppliers or other business partners, which could impair our ability or our customers’ ability to conduct business or compromise sensitive information of the Company or its customers, suppliers and other business partners, or of customers’ patients;

• The potential that the expected strategic benefits and opportunities from completed or planned acquisitions, including our acquisitions of OpSens Inc.

and Attune Medical, divestitures or other strategic investments by us may not be realized or may take longer to realize than expected;

• Security breaches of our products or information technology systems, or those of our customers, suppliers or other busine ss partners, which could impair our ability or our customers’ ability to conduct business or compromise sensitive information of the Company or its customers, suppliers and other business partners, or of customers’ patients;

• The potential that the expected strategic benefits and opportunities from completed or planned acquisitions, including our acquisitions of OpSens Inc., Attune Medical and Vivasure, divestitures or other strategic investments by us may not be realized or may take longer to realize than expected;

• Pricing pressures resulting from trends toward healthcare cost containment, including the continued consolidation among healthcare providers and other market participants;

• Disruptions to the continuity, availability and pricing of plastic and other raw materials, finished goods and components used in the manufacturing of our products (including those purchased from sole-source suppliers) and the related continuity of our manufacturing, sterilization, supply chain and distribution operations, including disruptions caused by natural disasters, extreme weather and other conditions caused by or related to climate change, labor strikes, terrorism acts, cyber incidents or other adverse events;

• Our ability to obtain the anticipated benefits of restructuring programs that we have or may undertake, including our market and regional alignment and portfolio rationalization initiatives;

• Our ability to obtain the anticipated benefits of restructuring programs that we have or may undertake, including our market and regional alignment initiative;

• The impact of enhanced requirements to obtain regulatory approval in the U.S.

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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 2. Management’s Discussion and Analysis