What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-06 compared with 2026-02-05 · 90 added, 165 removed, 170 unchanged (60% of the section changed)

7 unchanged sentences

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:

Plasma, Blood Center and Hospital.

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 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 our broader strategic objectives.

We view our operations and manage our business in two reporting segments:

Apheresis and MedSurg.

For that purpose, “Apheresis” includes plasma collection devices and disposables for plasma, red cells and platelets, donor management software and supporting software solutions sold to plasma customers, blood collection and processing devices.

“MedSurg” 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.

Recent Developments

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.

Segment Organization Realignment

On June 5, 2026, we implemented an organizational realignment designed to align our commercial operations into two global reportable segments by combining the previously reported Plasma and Blood Center reportable segments into Apheresis and renaming the Hospital reportable segment to MedSurg.

This organizational structure reflects how the Company is organized to manage operations, allocate resources and evaluate performance.

Revolving Credit Facility Repayment

In connection with the settlement of the convertible senior notes due in 2026, we borrowed $300.0 million under our revolving credit facility pursuant to our second amended and restated credit agreement.

During the first quarter of fiscal 2027, we repaid $50.0 million of the outstanding amount under the revolving credit facility.

As of June 27, 2026, $250.0 million remained outstanding under the revolving credit facility.

During the second quarter of fiscal 2027, we repaid an additional $50.0 million on the revolving credit facility.

Financial Summary

Three Months Ended Nine Months Ended

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

Three Months Ended

June 27, 2026 June 28, 2025 Reported change

(Dollars in Thousands, Except Per Share Data)

13 unchanged sentences

Net income per share – diluted $ 0.72 $ 0.70 2.9 %

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.

Net revenues increased 5.6% during the three months ended June 27, 2026 as compared with the same period of fiscal 2026.

This was primarily attributable to revenue increases in Apheresis, driven by volume growth and share gains within the Plasma franchise, and revenue increases in MedSurg, driven by share gains in the Hemostasis Management and Transfusion Management product lines within the Blood Management Technologies franchise.

Operating income increased 6.7% during the three months ended June 27, 2026 as compared with the same period of fiscal 2026.

The increase during the three months ended June 27, 2026 was primarily due to favorable product mix across all business units, as well as decreased amortization of fair value inventory step-up related to the acquisition of Advanced Cooling Therapy, Inc., d/b/a Attune Medical (“Attune Medical”).

Management’s Use of Non-GAAP Measures

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Three Months Ended

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

(Dollars in Thousands)

United States $ 247,713 $ 257,665 (3.9) % — % (3.9) %

International 91,254 90,877 0.4 % 2.7 % (2.3) %

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

Nine Months Ended

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

June 27, 2026 June 28, 2025 Reported change Currency impact Constant currency change (1)

(Dollars in Thousands)

6 unchanged sentences

We market and sell our products in approximately 90 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.

During the three months ended June 27, 2026, our revenue generated outside the U.S.

was 24.0% of total net revenues, as compared with 24.6% during the three months ended June 28, 2025.

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

4 unchanged sentences

Three Months Ended

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

June 27, 2026 June 28, 2025 Reported change Currency impact Constant currency change (1)

(Dollars in Thousands)

Plasma net revenues $ 138,905 $ 134,224 3.5 % 0.7 % 2.8 %

Apheresis 56,560 55,388 2.1 % 1.3 % 0.8 %

Whole Blood — 14,957 (100.0) % — % (100.0) %

Blood Center net revenues 56,560 70,345 (19.6) % 1.1 % (20.7) %

Interventional Technologies (2)

56,054 63,253 (11.4) % 0.2 % (11.6) %

Blood Management Technologies (3)

Plasma $ 155,524 $ 145,074 7.2 % 0.1 % 7.1 %

35,794 36,662 (2.4) % 0.4 % (2.8) %

Hospital net revenues 143,502 143,973 (0.3) % 0.6 % (0.9) %

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

Nine Months Ended

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

(Dollars in Thousands)

Plasma net revenues $ 394,166 $ 408,695 (3.6) % 0.5 % (4.1) %

Apheresis 164,447 158,814 3.5 % 1.3 % 2.2 %

Whole Blood 406 46,304 (99.1) % — % (99.1) %

Blood Center net revenues 164,853 205,118 (19.6) % 1.2 % (20.8) %

Apheresis net revenues $ 191,318 $ 181,736 5.3 % 0.2 % 5.1 %

Interventional Technologies (3)

2 unchanged sentences

88,120 81,175 8.6 % 0.5 % 8.1 %

Hospital net revenues 428,657 416,412 2.9 % 0.5 % 2.4 %

MedSurg net revenues $ 148,062 $ 139,658 6.0 % 0.1 % 5.9 %

Total net revenues $ 339,380 $ 321,394 5.6 % 0.2 % 5.4 %

1 unchanged sentence

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

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

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

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 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 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.

(2) Other includes blood collection and processing devices and disposables.

(3) Interventional Technologies includes Vascular Closure, Sensor Guided Technologies and Esophageal Protection product lines of the MedSurg business unit.

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

Apheresis revenue increased by 5.3% on an as reported basis and by 5.1% without the effect of foreign exchange during the three months ended June 27, 2026, as compared with the same period of fiscal 2026.

The increase was primarily driven by volume growth and share gains within the Plasma franchise.

MedSurg revenue increased by 6.0% on an as reported basis and by 5.9% without the effect of foreign exchange during the three months ended June 27, 2026, as compared with the same period of fiscal 2026.

The increase was driven by higher market expansion in the Vascular Closure product line within the Interventional Technologies franchise, and by increased volume and share gains in the Hemostasis Management product line within the Blood Management Technologies franchise.

Three Months Ended

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

(Dollars in Thousands)

Gross profit $ 202,386 $ 193,547 4.6 % 1.2 % 3.4 %

% of net revenues 59.7 % 55.5 %

Nine Months Ended

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

June 27, 2026 June 28, 2025 Reported change Currency impact Constant currency change (1)

(Dollars in Thousands)

3 unchanged sentences

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

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.

Gross profit increased by 5.5% on an as reported basis and by 5.5% without the effect of foreign exchange during the three months ended June 27, 2026, as compared with the same period of fiscal 2026.

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

Operating Expenses

Three Months Ended

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

(Dollars in Thousands)

Research and development $ 14,187 $ 15,829 (10.4) % 0.2 % (10.6) %

% of net revenues 4.2 % 4.5 %

Selling, general and administrative $ 109,154 $ 106,459 2.5 % 1.5 % 1.0 %

% of net revenues 32.2 % 30.5 %

Amortization of acquired intangible assets $ 10,933 $ 12,230 (10.6) % (0.4) % (10.2) %

% of net revenues 3.2 % 3.5 %

Impairment of intangible assets $ 716 $ — 100.0 % — % 100.0 %

% of net revenues 0.2 % — %

Total operating expenses $ 134,990 $ 134,518 0.4 % 0.4 % — %

% of net revenues 39.8 % 38.6 %

Nine Months Ended

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

June 27, 2026 June 28, 2025 Reported change Currency impact Constant currency change (1)

(Dollars in Thousands)

5 unchanged sentences

% of net revenues 3.0 % 3.5 %

Impairment of intangible assets $ 9,300 $ 2,391 289.0 % — % 289.0 %

% of net revenues 0.9 % 0.2 %

Total operating expenses $ 145,345 $ 138,372 5.0 % 0.7 % 4.3 %

% of net revenues 42.8 % 43.1 %

(1) Constant currency growth, a non-GAAP financial measure, measures the change in revenue between the current and prior year periods using a constant currency.

(1) Constant currency change, a non-GAAP financial measure, measures the change in revenue between the current and prior year periods using a constant currency.

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

Research and Development

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.

Research and development expenses decreased by 0.4% on an as reported basis and decreased by 0.8% without the effect of foreign exchange during the three months ended June 27, 2026, as compared with the same period of fiscal 2026.

The decrease was primarily due to higher performance-based compensation in the prior year.

Selling, General and Administrative

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.

SG&A expenses increased by 7.4% on an as reported basis and increased by 6.6% without the effect of foreign exchange during the three months ended June 27, 2026, as compared with the same period of fiscal 2026.

The increase was primarily due to higher personnel-related costs and freight charges.

Amortization of Acquired Intangible Assets

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 $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.

For further discussion, refer to Note 11, Goodwill and Intangible Assets within these condensed consolidated financial statements.

We recognized amortization expense related to our acquired intangible assets of $10.2 million during the three months ended June 27, 2026, as compared with $11.4 million during the three months ended June 28, 2025.

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

Interest and Other Expense, Net

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.

Interest and other expense, net increased by $1.2 million during the three months ended June 27, 2026, as compared with the same period of fiscal 2026.

The increase was primarily due to increase interest expense resulting from the borrowing of the revolving credit facility, partially offset by additional gains recognized on the previously held equity interest in Vivasure Medical Limited (“Vivasure”).

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

2 unchanged sentences

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 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 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.

For the three months ended June 27, 2026, we reported income tax expense of $14.6 million, representing an effective tax rate of 30.6%.

The effective tax rate for the three months ended June 27, 2026 includes $1.7 million of discrete tax expense, primarily related to stock compensation shortfalls and valuation allowance impacts related to losses in certain recently acquired jurisdictions.

For the three months ended June 28, 2025, we reported income tax expense of $11.1 million, representing an effective tax rate of 24.7%.

The effective tax rate for the three months ended June 28, 2025 includes $0.1 million of discrete tax expense, primarily related to stock compensation shortfalls.

The increase in the reported tax rate for the three months ended June 27, 2026, compared to the same period in fiscal 2026, relates primarily to the increase in net stock compensation shortfalls and the impact of losses incurred in certain jurisdictions for which no tax benefit was recognized.

Liquidity and Capital Resources

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

December 27, 2025 March 29, 2025

June 27, 2026 March 28, 2026

(Dollars in Thousands)

8 unchanged sentences

Inventory turnover 1.6 1.5

(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.

(1) Availability under our revolving credit facilities is reduced by borrowings on the revolving credit facilities of $250.0 million as of June 27, 2026 and by eligible outstanding letters of credit allowable of $1.3 million as of June 27, 2026 and March 28, 2026, 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, 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 December 27, 2025, we had $363.4 million in cash and cash equivalents, the majority of which is held in the U.S.

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 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, our ongoing market and regional alignment initiative, and payments of principal and interest under our credit facilities.

As of June 27, 2026, we had $223.4 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

In the first quarter of fiscal 2025, we used a portion of the proceeds from the 2029 Notes to repurchase $200.0 million of the $500.0 million aggregate principal amount of our 2026 Notes for a total cost of $185.5 million, 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 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 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.

As of June 27, 2026, the $700.0 million principal balance of the 2029 Notes was netted down by $10.4 million of remaining debt issuance costs, resulting in a net convertible note payable of $689.6 million.

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

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.

As of June 27, 2026, the 2029 Notes were not convertible.

Interest expense related to the 2029 Notes was $5.2 million for the three months ended June 27, 2026, 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.

Credit Facilities

On April 30, 2024, we entered into a second amended and restated credit agreement with certain lenders to refinance our 2022 unsecured 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 our 2022 unsecured 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 0.0%, plus an applicable rate ranging from 1.125% to 1.750% based on 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% annually based on our consolidated net leverage ratio at the applicable measurement date.

On April 30, 2024, the Company entered into a second amended and restated credit agreement with certain lenders to refinance its credit facilities initially entered into in 2022 and extended their maturity date through April 2029.

The second amended and restated credit agreement provides for a $250.0 million senior unsecured term loan, 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 Company’s 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% annually based on the Company’s 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.

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 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.

As of June 27, 2026, $237.5 million was outstanding under the term loan with an effective interest rate of 5.7%.

In connection with the settlement of the convertible notes due in 2026, we borrowed $300.0 million under the revolving credit facility.

In the first quarter of fiscal 2027, we repaid $50.0 million of the outstanding amount under the revolving credit facility, and as of June 27, 2026, $250.0 million remained outstanding under the revolving credit facility.

During the second quarter of fiscal 2027, the Company repaid an additional $50.0 million on the revolving credit facility.

We also had $17.5 million of uncommitted operating lines of credit to fund its global operations under which there were no outstanding borrowings as of June 27, 2026.

We have scheduled principal payments of $6.3 million required during the remainder of fiscal 2027 related to our term loan.

2025 Share Repurchase Program

In April 2025, our Board approved a new three-year share repurchase program authorizing the repurchase of up to $500.0 million of our common stock, based on market conditions, through April 2028.

In September 2025, we completed a $75.0 million repurchase of our common stock pursuant to an ASR entered into with Citibank in August 2025.

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

During fiscal 2026, the Company repurchased 3,009,834 shares for $175.0 million at an average price per share upon settlement of $58.14.

As of June 27, 2026, the total remaining authorization for repurchases of our common stock under the share repurchase program was $325.0 million.

Market and Regional Alignment Initiative

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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.

During the three months ended June 27, 2026, we incurred restructuring and restructuring related costs of $2.3 million under this initiative.

Total cumulative charges under the market and regional alignment initiative are $7.9 million as of June 27, 2026.

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.

Nine Months Ended

December 27, 2025 December 28, 2024

Three Months Ended

June 27, 2026 June 28, 2025

(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 $ (22,056) $ (13,865)

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Operating Cash Flows

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.

Net cash provided by operating activities increased by $34.9 million during the three months ended June 27, 2026, as compared with the same period of fiscal 2026.

Cash flows from operations for fiscal 2027 period included net income of $33.0 million, adjusted for non-cash depreciation and amortization of $27.1 million and share-based compensation expense of $9.3 million, partially offset by cash outflows for working capital of $20.0 million driven by digital transformation costs.

The fiscal 2026 period included cash inflows for net income of $34.0 million, adjusted for non-cash depreciation and amortization of $28.8 million, share-based compensation expense of $9.3 million and amortization of fair value inventory step up of $2.4 million, partially offset by unfavorable working capital adjustments of $55.5 million.

Investing Cash Flows

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.

The fiscal 2025 period included cash outflows for the acquisition of Attune Medical of $150.9 million, capital expenditures of $23.6 million, other strategic investments of $13.5 million and non-cash transfers from inventory of $12.6 million, partially offset by proceeds from the sale of property, plant and equipment of $20.8 million.

Net cash used in investing activities decreased by $10.8 million during the three months ended June 27, 2026, as compared with the same period of fiscal 2026.

The fiscal 2027 period included cash outflows for capital expenditures of $7.9 million and non-cash transfers from inventory of $5.6 million.

The fiscal 2026 period included cash outflows for strategic investments of $18.1 million and non-cash transfers from inventory of $11.5 million.

Financing Cash Flows

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.

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, debt issuance costs of $23.1 million, and $10.2 million of employee equity award settlements.

Net cash used in financing activities increased by $49.1 million during the three months ended June 27, 2026, as compared with the same period of fiscal 2026.

The fiscal 2027 period included cash outflows of $50.0 million for repayment on our revolving credit facility, $3.5 million of employee equity award settlements and $1.6 million for repayments of term loan borrowings.

The fiscal 2026 period included cash outflows of $4.8 million of employee equity award settlements and $1.6 million for repayments of term loan borrowings.

Recent Accounting Pronouncements

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impacts of acquisitions or dispositions;

impacts of share repurchases;

and market position and expenditures.

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• 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;

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

and Advanced Cooling Therapy, Inc., d/b/a Attune Medical (“Attune Medical”), 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;

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• The impact of changes in U.S.

and international tax laws, including with respect to the OBBBA;

and international tax laws;

• Our ability to meet our debt obligations and raise additional capital when desired on terms reasonably acceptable to us;

• The potential impact of our convertible senior notes and related capped call transactions;

• Geopolitical and economic conditions in China, Taiwan, Russia, Ukraine, the Middle East and other foreign jurisdictions where we do business;

• Geopolitical and economic conditions in China, Taiwan, Russia, Ukraine, Iran and other parts of the Middle East and other foreign jurisdictions where we do business;

• Our ability to execute and realize anticipated benefits from our investments in emerging economies;

• The potential effect of foreign currency fluctuations and interest rate fluctuations on our net revenues, expenses and resulting margins;

• The potential effect of foreign currency fluctuations and interest rate fluctuations on our net sales, expenses and resulting margins;

• Our ability to protect intellectual property and the outcome of patent litigation;

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“Risk Factors” in our Annual Report on Form 10-K to be a complete statement of all potential risks and uncertainties.

We do not undertake to publicly update any forward-looking statement that may be made from time to time, whether as a result of new information or future events or developments.

The Company does not undertake to publicly update any forward-looking statement that may be made from time to time, whether as a result of new information or future events or developments.

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