What changed in this filing

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Item 9A. Controls and Procedures

2025-02-28 compared with 2024-02-28 · 62 added, 35 removed, 187 unchanged (34% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

We maintain disclosure controls and procedures (Disclosure Controls) within the meaning of Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act.

We maintain disclosure controls and procedures (Disclosure Controls) within the meaning of Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Our Disclosure Controls are designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act, such as this Annual Report on Form 10-K, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

19 unchanged sentences

and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, and the related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and our report dated February 28, 2024 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and our report dated February 28, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

15 unchanged sentences

/s/ Ernst & Young LLP

Salt Lake City, UT

Salt Lake City, Utah

February 28, 2025

1 unchanged sentence

Rule 10b5-1 Trading Plans

On November 22, 2023 , Dan Spiegelman , a member of the Company's Board of Directors , adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

The plan provides for the sale in multiple transactions of 50% of the shares to be acquired upon the vesting of Mr.

Spiegelman's award of 15,151 restricted stock units granted on June 1, 2023.

The plan expires on the earlier of (i) the date all of the shares under the plan have been sold and (ii) November 14, 2024.

On December 12, 2024 , Dale Muzzey , the Company's Chief Scientific Officer , adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

The plan provides for the sale of up to 22,906 shares of common stock.

The plan expires on the earlier of (i) the date all of the shares under the plan have been sold and (ii) December 31, 2025 .

Except as disclosed above, none of our directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” as such term is defined in Item 408(a) of Regulation S-K.

36 unchanged sentences

(Exhibit 10.1) 5/4/2016 000-26642

L ease Termination Agreement, dated December 18, 2023, between the R e gistrant and HCPI/Utah II, LLC

Lease Termination Agreement, dated December 18, 2023, between the Registrant and HCPI/Utah II, LLC

10-K (Exhibit 10.1.3)

2/28/2024 000-26642

10.2 .1 Lease Agreement-Research Park Building Phase II, dated March 6, 1998, between the Registrant and Research Park Associated VI, by its general partner, the Boyer Company, L.C.

3 unchanged sentences

(Exhibit 10.2) 5/4/2016 000-26642

L ease Termination Agreement, dated December 18, 2023, between Myriad Genetics, Inc.

Lease Termination Agreement, dated December 18, 2023, between Myriad Genetics, Inc.

and HCPI/Utah II, LLC

10-K (Exhibit 10.2.3)

2/28/2024 000-26642

10.3 .1 Lease Agreement, dated March 31, 2001, between the Registrant and Boyer Research Park Associates VI, by its general partner, The Boyer Company, L.C.

9 unchanged sentences

and HCPI/Utah II, LLC

10.4 L ease Agreement, dated February 9, 2022, between Myriad Genetics, Inc.

10-K (Exhibit 10.3.3)

2/28/2024 000-26642

Lease Agreemen t, dated February 9, 2022, between Myriad G enetics, Inc.

and Bay Bridge/Corporate, LLC

10.5 L ease, effective December 7, 2021, b etween Myriad Women's Health, Inc.

10-K (Exhibit 10.4)

2/28/2024 000-26642

Amendment to Building D Lease Agreement, dated April 10, 2024, between Myriad Genetics, Inc.

and ATP SLC D, LLC

10.5 Lease, effective December 7, 2021, between Myriad Women's Health, Inc.

and Bayside Area Development, LLC

10-K (Exhibit 10.5)

2/28/2024 000-26642

L ease Agreement, dated December 1, 2012, by and between Assurex Health, Inc.

and the City of Mason, Ohio

F ifth Addendum to Lease Agreement, dated February 20 , 2025, between As surex Health, Inc.

and the City of Mason, Ohio

Agreements with Executive Officers and Directors

1 unchanged sentence

8/4/2023 000-26642

10.7 Form of director and executive officer indemnification agreement+

Form of D irector and E xecutive O fficer I ndemnification A greement+

(Exhibit 10.34) 8/25/2009 000-26642

18 unchanged sentences

10.6) 11/9/2020 000-26642

Executive Employment Agreement, dated October 17, 2023 , between Myriad Genetics, Inc.

E x e c u t i v e Employment Agreement, dated October 1 7 , 202 3 , between Myriad Genetics, Inc.

and Samraat S.

1 unchanged sentence

11/7/2023 000-26642

Severance and Change of Control Agreement, dated December 11, 2023, by and between Myriad Genetics, Inc.

and Samraat S.

E xecutive Employment Agreement, dated December 15, 2023, between Myriad Genetics, Inc.

and Scott Leffler +

Sepa ration and Consulting Agreement and Release of Claims, dated December 15, 2023 , between Myriad Genetics, Inc.

Bryan Riggsbee +

Number Exhibit Description Filed with this

2 unchanged sentences

Schedule Filing Date SEC File/

Separation and Consulting Agreement and Release of Claims, dated October 4, 2023, by and between Myriad Genetics, Inc.

and Nicole Lambert +

Chief Operating Officer Severance and Change of Control Agreement, dated December 11, 2023 , by and between Myriad Genetics, Inc.

and Samraat S.

10-K (Exhibit 10.16)

2/28/2024 000-26642

Executive Employment Agreement, dated December 15, 2023, between Myriad Genetics, Inc.

and Scott Leffler+

10-K (Exhibit 10.17)

2/28/2024 000-26642

Amended and Restated Employment Agreement, dated February 24, 2025, between Myriad Genetics, Inc.

and Samraat S.

(Exhibit 10.1)

2/24/2025 000-26642

Chief Executive Officer Severance and Change of Control Agreement, dated February 24, 2025, by and between Myriad Genetics, Inc.

and Samraat S.

(Exhibit 10.2)

2/24/2025 000-26642

Employment Agreement, dated February 24, 2025, by and between the Company and Mark S.

(Exhibit 10.3)

2/24/2025 000-26642

Severance and Change of Control Agreement, dated February 24, 2025, by and between the Company and Mark S.

(Exhibit 10.4)

2/24/2025 000-26642

Consulting Agreement, dated February 24, 2025, by and between the Company and Paul J.

(Exhibit 10.5)

2/24/2025 000-26642

Equity Compensation Plans

9 unchanged sentences

5/4/2023 000-26642

2013 Executive Incentive Plan, as amended+

(Exhibit 10.2) 12/1/2017 000-26642

Credit Agreement

5 unchanged sentences

7/6/2023 000-26642

Number Exhibit Description Filed with this

Report Incorporated by

Reference herein

Schedule Filing Date SEC File/

First Amendment to Credit Agreement and Pledge and Security Agreement, dated as of October 31, 2023, among Myriad Genetics, Inc., the other loan parties party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent

2 unchanged sentences

Other Exhibits

19 I nsider Trading Policy

21.1 List of Subsidiaries of the Registrant

23.1 Consent of Independent Registered Public Accounting Firm (Ernst & Young LLP)

24.1 Power of Attorney (included in the signature page hereto) X

Number Exhibit Description Filed with this

Report Incorporated by

Reference herein

Schedule Filing Date SEC File/

31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

1 unchanged sentence

32 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

97.1 C lawback Policy

97.1 Clawback Policy

10-K (Exhibit 97.1)

2/28/2024 000-26642

101 The following materials from Myriad Genetics, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2024, formatted in XBRL (eXtensible Business Reporting Language):

7 unchanged sentences

President and Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Paul J.

Diaz and Scott J.

Leffler and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

19 unchanged sentences

Skovronsky, M.D., Ph.D.

/s/ Daniel K.

Spiegelman Director February 28, 2024

Director February 28, 2025

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

What changed 10-K

Item 9A. Controls and Procedures