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Item 1. Financial Statements

2025-08-06 compared with 2025-05-07 · 171 added, 80 removed, 354 unchanged (41% of the section changed)

23 unchanged sentences

Current maturities of operating lease liabilities 9.0 12.8

Current debt 59.4 —

Total current liabilities 199.9 164.1

6 unchanged sentences

Stockholders’ equity:

Common stock, 92.2 and 91.3 shares outstanding at March 31, 2025 and December 31, 2024, respectively

Common stock, 93.1 and 91.3 shares outstanding at June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 1,474.7 1,457.8

Accumulated other comprehensive loss ( 0.1 ) ( 0.8 )

( 0.6 ) ( 0.8 )

Accumulated deficit ( 1,087.4 ) ( 756.8 )

7 unchanged sentences

Three months ended

June 30, Six months ended

2025 2024 2025 2024

$ 213.1 $ 211.5 $ 409.0 $ 413.7

Cost of revenue

61.3 64.4 123.0 128.9

151.8 147.1 286.0 284.8

Costs and expenses:

2 unchanged sentences

General and administrative expense 66.8 72.1 133.3 142.7

Goodwill and long-lived asset impairment charges 316.7 11.6 316.7 11.6

Total operating expenses

481.0 183.6 644.2 349.2

Operating loss ( 329.2 ) ( 36.5 ) ( 358.2 ) ( 64.4 )

4 unchanged sentences

Total other income (expense), net

( 1.4 ) ( 0.7 ) ( 1.8 ) 1.3

Loss before income tax ( 330.6 ) ( 37.2 ) ( 360.0 ) ( 63.1 )

Income tax (benefit) expense ( 29.3 ) 0.1

Income tax benefit

( 0.1 ) ( 0.5 ) ( 29.4 ) ( 0.4 )

Net loss $ ( 330.5 ) $ ( 36.7 ) $ ( 330.6 ) $ ( 62.7 )

4 unchanged sentences

Basic and Diluted

92.5 90.6 92.0 90.3

See accompanying notes to Condensed Consolidated Financial Statements.

1 unchanged sentence

AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited)

Condensed Consolidated Statements of Comprehensive Loss (unaudited)

(in millions)

Three months ended

June 30, Six months ended

2025 2024 2025 2024

Net loss $ ( 330.5 ) $ ( 36.7 ) $ ( 330.6 ) $ ( 62.7 )

2 unchanged sentences

Reclassification of cumulative translation adjustment to income upon sale or liquidation of certain foreign entities, net of tax — — — 0.7

Comprehensive income (loss)

$ 0.1 $ ( 26.5 )

Comprehensive loss $ ( 330.0 ) $ ( 36.5 ) $ ( 329.9 ) $ ( 62.9 )

See accompanying notes to Condensed Consolidated Financial Statements.

16 unchanged sentences

BALANCES AT MARCH 31, 2024 $ 0.9 $ 1,418.8 $ ( 4.2 ) $ ( 655.5 ) $ 760.0

Issuance of common stock under stock-based compensation plans, net of shares exchanged for withholding tax — 2.5 — — 2.5

Stock-based compensation expense — 14.5 — — 14.5

Net loss — — — ( 36.7 ) ( 36.7 )

Other comprehensive income, net of tax — — 0.2 — 0.2

BALANCES AT JUNE 30, 2024 $ 0.9 $ 1,435.8 $ ( 4.0 ) $ ( 692.2 ) $ 740.5

BALANCES AT DECEMBER 31, 2024 $ 0.9 $ 1,457.8 $ ( 0.8 ) $ ( 756.8 ) $ 701.1

4 unchanged sentences

BALANCES AT MARCH 31, 2025 $ 0.9 $ 1,461.5 $ ( 0.6 ) $ ( 756.9 ) $ 704.9

Issuance of common stock under stock-based compensation plans, net of shares exchanged for withholding tax — 2.5 — — 2.5

Stock-based compensation expense — 10.7 — — 10.7

Net loss — — — ( 330.5 ) ( 330.5 )

Other comprehensive income, net of tax — — 0.5 — 0.5

BALANCES AT JUNE 30, 2025 $ 0.9 $ 1,474.7 $ ( 0.1 ) $ ( 1,087.4 ) $ 388.1

See accompanying notes to Condensed Consolidated Financial Statements.

3 unchanged sentences

(in millions)

Three months ended

Six months ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

$ ( 0.1 ) $ ( 26.0 )

Net loss $ ( 330.6 ) $ ( 62.7 )

Adjustments to reconcile net loss to net cash used in operating activities:

2 unchanged sentences

Stock-based compensation expense 20.2 26.5

Deferred income taxes — ( 1.6 )

Unrecognized tax benefits ( 31.5 ) 0.9

Impairment of goodwill and long-lived assets 316.7 12.8

Gain on termination of lease — ( 3.1 )

13 unchanged sentences

Capitalization of intangible assets ( 7.1 ) ( 5.6 )

( 3.0 ) ( 1.9 )

Proceeds from maturities and sales of marketable investment securities — 4.0

1 unchanged sentence

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from common stock issued under stock-based compensation plans 2.7 3.0

Payment of tax withheld for common stock issued under stock-based compensation plans ( 5.8 ) ( 9.2 )

4 unchanged sentences

Effect of foreign exchange rates on cash, cash equivalents, and restricted cash 0.7 ( 1.5 )

Change in cash and cash equivalents classified as held for sale — ( 2.3 )

Net decrease in cash, cash equivalents, and restricted cash ( 28.2 ) ( 39.7 )

5 unchanged sentences

Myriad Genetics, Inc.

(together with its subsidiaries, the “Company” or “Myriad”) is a leading molecular diagnostic testing and precision medicine company dedicated to advancing health and well-being for all.

(together with its subsidiaries, the “Company” or “Myriad”) is a leading molecular diagnostic testing and precision company dedicated to advancing health and well-being for all.

Myriad develops and offers molecular tests that help assess the risk of developing disease or disease progression and guide treatment decisions across medical specialties where molecular insights can significantly improve patient care and lower health care costs.

9 unchanged sentences

The quarter ending December 31 is typically stronger due to increased demand as patients meet their deductibles throughout the year.

Additionally, operating results for the three months ended March 31, 2025 may not necessarily be indicative of results to be expected for any other quarterly period or for the full year.

Additionally, operating results for the three and six months ended June 30, 2025 may not necessarily be indicative of results to be expected for any other interim period or for the full year.

Recent Accounting Pronouncements

13 unchanged sentences

Control is transferred and revenue is recognized once test results are released to the healthcare provider and/or patient.

The following table presents detail regarding the composition of the Company’s total revenue by product type and by geographical region, either U.S.

The following table presents details regarding the composition of the Company’s total revenue by product type and by geographical region, either U.S.

or rest of world (“RoW”):

Three months ended March 31,

Three months ended June 30,

(in millions) U.S.

5 unchanged sentences

Total revenue $ 198.2 $ 14.9 $ 213.1 $ 194.8 $ 16.7 $ 211.5

Six months ended June 30,

(in millions) U.S.

RoW Total U.S.

Hereditary Cancer $ 160.0 $ 22.6 $ 182.6 $ 157.2 $ 22.4 $ 179.6

Tumor Profiling 54.3 6.4 60.7 50.6 12.9 63.5

Prenatal 96.7 0.2 96.9 88.3 0.4 88.7

Pharmacogenomics 68.8 — 68.8 81.9 — 81.9

Total revenue $ 379.8 $ 29.2 $ 409.0 $ 378.0 $ 35.7 $ 413.7

In determining the transaction price, the Company includes an estimate of the expected amount of consideration to be received.

1 unchanged sentence

When assessing the total consideration for insurance carriers and patients, revenue is further constrained for estimated refunds.

The Company reserves certain amounts in Accrued liabilities in the Condensed Consolidated Balance Sheets in anticipation of requests for refunds of payments made previously by insurance carriers, which are accounted for as reductions in revenue in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

Cash collections for certain tests delivered may differ from rates estimated due to changes in the estimated transaction price for contractual adjustments, obtaining updated information from payors and patients that was unknown at the time the performance obligation was met, settlements with third-party payors, or as a result of third-party payors disputing bills or denying payment for tests that the Company has performed, among other reasons.

As a result of this new information, the Company updates its estimate of the amounts to be recognized for previously delivered tests.

During the three months ended March 31, 2025, the impact of the amounts to be recognized for tests in which the performance obligation was met in a prior period was not material to the Condensed Consolidated Statements of Operations.

During the quarter ended March 31, 2024, the Company recognized $ 7.0 million in revenue for tests in which the performance obligation was met in a prior period, including $ 3.0 million in revenue due to a retroactive coverage change by a payor for one of its prenatal products.

During the three and six months ended June 30, 2025 and during the three months ended June 30, 2024, the impact of the amounts to be recognized for tests in which the performance obligation was met in a prior period was not material to the Condensed Consolidated Statements of Operations.

During the six months ended June 30, 2024, the Company recognized $ 9.3 million in revenue for tests in which the performance obligation was met in a prior period, including $ 3.0 million in revenue due to a retroactive coverage change by a payor for one of its prenatal products.

FAIR VALUE MEASUREMENTS

8 unchanged sentences

The fair value of the Company’s long-term debt, which it considers a Level 2 measurement, is estimated using a discounted cash flow analysis based on the Company’s current estimated incremental borrowing rates for similar borrowing arrangements.

The fair value of the Company’s long-term debt is estimated to be $ 59.7 million at March 31, 2025.

The fair value of the Company’s current debt is estimated to be $ 59.7 million at June 30, 2025.

PROPERTY, PLANT, AND EQUIPMENT, NET

The property, plant, and equipment at March 31, 2025 and December 31, 2024 were as follows:

(in millions) March 31,

The property, plant, and equipment at June 30, 2025 and December 31, 2024 were as follows:

(in millions) June 30,

2025 December 31,

7 unchanged sentences

Three months ended

June 30, Six months ended

(in millions) 2025 2024 2025 2024

1 unchanged sentence

GOODWILL AND INTANGIBLE ASSETS

As of March 31, 2025, there were no changes in the carrying amount of goodwill and no impairment losses were recognized during the period.

The changes in the carrying amount of goodwill for the six months ended June 30, 2025 are as follows:

(in millions) Total

Beginning balance $ 286.3

Goodwill impairment

Ending balance $ 51.6

During the quarter ended June 30, 2025, the Company identified a triggering event that required an interim goodwill impairment assessment.

The Company experienced a sustained decline in its market capitalization, due in part to downward revisions to the Company's forecasts.

In response to the triggering event, the Company estimated the fair values of each of its reporting units using both the market approach, applying an observable multiple of revenue based on guideline public companies, and the income approach, as of May 2025.

The income approach considered projected revenue and profitability of each reporting unit and a discount rate reflective of the risk-adjusted cost of capital of 17.0 % and 16.0 % for the Pharmacogenomics and the Women's Health reporting units, respectively.

The Company corroborated the reasonableness of the estimated reporting unit fair values by reconciling the values to its enterprise value and market capitalization, including the consideration of a control premium.

Accordingly, this fair value measurement is classified as Level 3 in the fair value hierarchy because it is based primarily upon unobservable inputs that reflect management's assumptions.

The Company recognized a goodwill impairment charge of $ 234.7 million, with $ 91.2 million attributable to the Pharmacogenomics reporting unit and $ 143.5 million attributable to the Women’s Health reporting unit, reducing the carrying value of goodwill for these reporting units to their estimated fair values.

The Company determined that the goodwill balance for the International reporting unit was not impaired.

The goodwill impairment charges are reflected in "Goodwill and long-lived asset impairment charges" in the Condensed Consolidated Statements of Operations.

T he remaining goodwill value as of June 30, 2025 of $ 51.6 million consists of $ 29.8 million for the Pharmacogenomics reporting unit, $ 17.3 million for the International reporting unit and $ 4.5 million for the Women's Health reporting unit.

Management will continue to monitor for any additional indicators of impairment in future periods.

Goodwill is tested for impairment at least annually and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired.

Intangible Assets

1 unchanged sentence

(in millions) Gross

Amount Accumulated

Amortization Net

At March 31, 2025

At June 30, 2025

Developed technologies $ 482.8 $ ( 344.1 ) $ 138.7

Internal-use software $ 21.9 $ ( 1.9 ) $ 20.0

Customer relationships 1.6 ( 0.4 ) 1.2

Trademarks $ 2.1 $ ( 1.6 ) $ 0.5

Licensed technologies $ 5.3 $ ( 0.2 ) $ 5.1

2.8 ( 0.1 ) 2.7

Internal-use software (in-process) $ 5.6 $ — $ 5.6

Total intangible assets $ 517.7 $ ( 347.6 ) $ 170.1

$ 595.9 $ ( 338.4 ) $ 257.5

Net of $ 82.0 million in impairment expense recognized in the three months ended June 30, 2025.

See the discussion below for further details regarding the impairment of intangible assets below.

(in millions) Gross

8 unchanged sentences

Total intangible assets $ 591.2 $ ( 328.8 ) $ 262.4

The Company recorded amortization expense during the respective periods for these intangible assets as follows:

As noted above, the Company experienced a sustained decline in its market capitalization, which triggered the Company to perform a recoverability test for certain of its asset groups during the quarter .

The Company performed the recoverability test by comparing the carrying value of each asset group to its estimated undiscounted future cash flows.

The analysis indicated that the carrying value exceeded the recoverable amounts for the Company's Pharmacogenomics and Gateway asset groups, requiring the Company to determine the fair value of each asset group.

As a result of the tests performed, the Company recognized impairment expense totaling $ 82.0 million related to the Pharmacogenomics and Gateway intangible asset groups.

The fair value of the Pharmacogenomics developed technology was determined using a discounted cash flow model and the fair value of the Gateway intangible assets was determined using a discounted cash flow model and relief from royalty models.

The primary assumptions used in the discounted cash flow models included projected revenue and profitability associated with the developed technology based on management's forecast and a discount rate reflective of the risk-adjusted cost of capital of 17 % and 16 % for the Pharmacogenomics and Gateway intangible asset groups, respectively.

The primary assumptions used in the relief from royalty models were projected revenue and royalty rates.

As the carrying value for the intangible assets exceeded the relative fair value, the Company recognized an impairment charge of $ 71.8 million and $ 10.2 million for the Pharmacogenomics and Gateway intangible asset groups, respectively, during the period ended June 30, 2025.

These expenses are included in "Goodwill and long-lived asset impairment charges" in the Consolidated Statements of Operations.

These fair value measurements for the impairment of intangibles assets is classified as Level 3 in the fair value hierarchy because it is based primarily upon unobservable inputs that reflect management's assumptions.

The Company recorded amortization expenses during the respective periods for these intangible assets as follows:

Three months ended

June 30, Six months ended

(in millions) 2025 2024 2025 2024

1 unchanged sentence

ACCRUED LIABILITIES

The Company's accrued liabilities at March 31, 2025 and December 31, 2024 were as follows:

(in millions) March 31,

The Company's accrued liabilities at June 30, 2025 and December 31, 2024 were as follows:

(in millions) June 30,

2025 December 31,

6 unchanged sentences

Total accrued liabilities $ 100.6 $ 119.0

LONG-TERM DEBT

On June 30, 2023, the Company entered into an asset-based revolving credit facility (the “ABL Facility”) with an initial maximum principal amount of $ 90.0 million, with JPMorgan Chase Bank, N.A., as administrative agent and issuing bank, the other lender parties thereto, and certain of the Company's domestic subsidiaries (the "Guarantors").

2 unchanged sentences

The obligations of the Company are guaranteed by the Guarantors and the ABL Facility is secured by substantially all of the assets of the Company and the Guarantors.

The Company had long-term debt of $ 59.3 million and $ 39.6 million under the ABL Facility at March 31, 2025 and December 31, 2024, respectively, net of $ 0.7 million and $ 0.9 million of debt issuance costs, respectively.

Proceeds from the ABL Facility were or will be used for the working capital needs and general corporate purposes of the Company.

Availability under the ABL Facility is subject to a borrowing base, which is the lesser of (a) 85 % of the Company's and the Guarantors' eligible accounts receivable plus certain cash held in a segregated and fully-blocked account with the administrative agent in an amount up to $ 20.0 million ("Eligible Cash") minus any reserves established by the administrative agent in accordance with the ABL Facility, and (b) the aggregate amount of cash collections from eligible accounts of the Company and the Guarantors for the 60 consecutive days most recently ended.

Subject to certain conditions, the Company can freely withdraw cash from the Eligible Cash account, provided that any reduction in the Eligible Cash amount will have a corresponding reduction in the borrowing base under the ABL Facility.

Loans outstanding under the ABL Facility will bear interest at a rate per annum equal to, at the option of the Company, either (a) the greatest of (i) the daily Prime Rate, (ii) the daily NYFRB Rate plus 0.5 %, and (iii) the monthly Adjusted Term SOFR Rate (as defined below) plus 1.0 % (the “ABR”) plus an applicable margin ranging from 1.0 % to 1.5 % depending on the aggregate average unused availability under the ABL Facility during the prior quarter or (b) term Secured Overnight Financing Rate ("SOFR") for a tenor of one, three or six months (at the Company’s election) plus 0.1 % (the “Adjusted Term SOFR Rate”) plus an applicable margin ranging from 2.0 % to 2.5 % depending on the average unused availability under the ABL Facility during the prior quarter, with an ABR floor of 1.0 % and an Adjusted Term SOFR Rate floor of 0.0 %.

Under the ABL Facility, the undrawn fee ranges from 37.5 to 50 basis points based on the daily amount of the available revolving commitment.

The weighted average interest rate for borrowings under the ABL Facility as of March 31, 2025 was 7.4 %.

The interest rate for borrowings under the ABL Facility as of December 31, 2024 was 7.8 %.

The Company may elect to prepay all or any portion of the amounts owed prior to the maturity date without premium or penalty.

The ABL Facility is also subject to customary mandatory prepayments with the proceeds of unpermitted indebtedness and upon the occurrence of an over-advance.

Voluntary and mandatory prepayments and all other payments of the ABL Facility must be accompanied by payment of accrued interest on the principal amount repaid or prepaid.

The ABL Facility contains customary loan terms, interest rates, representations and warranties and affirmative and negative covenants, in each case, subject to customary limitations, exceptions, and exclusions.

Covenants under the ABL Facility limit or restrict the Company's ability to incur liens, incur indebtedness, dispose of assets, make investments, make certain restricted payments (including dividends), merge or consolidate, and enter into certain speculative hedging arrangements.

The ABL Facility requires the Company and the Guarantors, on a consolidated basis, to maintain a fixed charge coverage ratio of at least 1.0 to 1.0 if availability under the ABL Facility is less than the greater of (a) $ 10.6 million and (b) 12.5 % of the lesser of the maximum commitment amount and the borrowing base.

As of March 31, 2025, availability under the ABL Facility was $ 41.9 million.

For the three months ended March 31, 2025, the Company was compliant with all such financial covenants.

In addition, the ABL Facility includes a number of customary events of default.

If any event of default occurs (subject, in certain instances, to specified grace periods), the principal, premium, if any, interest, and any other monetary obligations on all the then-outstanding amounts under the ABL Facility may become due and payable immediately.

Under the terms of the ABL Facility, if (i) an event of default has occurred and is continuing or (ii) availability under the ABL Facility is less than the greater of (a) $ 12.5 million and (b) 15 % of the lesser of the maximum commitment amount and the borrowing base, the Company will become subject to cash dominion, upon which the administrative agent will apply funds credited to a collection account to first prepay any outstanding protective advances, second to prepay any revolving loans and third, to cash collateralize any outstanding letter of credit exposure.

Such cash dominion period will end when availability has remained in excess of the greater of (i) $ 12.5 million and (ii) 15 % of the lesser of the maximum commitment amount and the borrowing base for a period of 45 consecutive days and no event of default is continuing.

As of June 30, 2025 and December 31, 2024, the Company had debt of $ 59.4 million (current) and $ 39.6 million (long-term) under the ABL Facility, respectively, net of $ 0.6 million and $ 0.9 million of debt issuance costs, respectively.

Proceeds from the ABL Facility were used for the working capital needs and general corporate purposes of the Company.

Availability under the ABL Facility was subject to a borrowing base, which is the lesser of (a) 85 % of the Company's and the Guarantors' eligible accounts receivable plus certain cash held in a segregated and fully-blocked account with the administrative agent in an amount up to $ 20.0 million ("Eligible Cash") minus any reserves established by the administrative agent in accordance with the ABL Facility, and (b) the aggregate amount of cash collections from eligible accounts of the Company and the Guarantors for the 60 consecutive days most recently ended.

Subject to certain conditions, the Company was permitted to freely withdraw cash from the Eligible Cash account, provided that any reduction in the Eligible Cash amount would have had a corresponding reduction in the borrowing base under the ABL Facility.

Loans outstanding under the ABL Facility bore interest at a rate per annum equal to, at the option of the Company, either (a) the greatest of (i) the daily Prime Rate, (ii) the daily NYFRB Rate plus 0.5 %, and (iii) the monthly Adjusted Term SOFR Rate (as defined below) plus 1.0 % (the “ABR”) plus an applicable margin that ranged from 1.0 % to 1.5 % depending on the aggregate average unused availability under the ABL Facility during the prior quarter or (b) term Secured Overnight Financing Rate ("SOFR") for a tenor of one, three or six months (at the Company’s election) plus 0.1 % (the “Adjusted Term SOFR Rate”) plus an applicable margin that ranged from 2.0 % to 2.5 % depending on the average unused availability under the ABL Facility during the prior quarter, with an ABR floor of 1.0 % and an Adjusted Term SOFR Rate floor of 0.0 %.

Under the ABL Facility, the undrawn fee ranged from 37.5 to 50 basis points based on the daily amount of the available revolving commitment.

The weighted average interest rate for borrowings under the ABL Facility as of June 30, 2025 was 6.7 %.

The weighted average interest rate for borrowings under the ABL Facility as of December 31, 2024 was 7.8 %.

The ABL Facility contained customary loan terms, interest rates, representations and warranties and affirmative and negative covenants, in each case, subject to customary limitations, exceptions, and exclusions.

Covenants under the ABL Facility limited or restricted the Company's ability to incur liens, incur indebtedness, dispose of assets, make investments, make certain restricted payments (including dividends), merge or consolidate, and enter into certain speculative hedging arrangements.

The ABL Facility required the Company and the Guarantors, on a consolidated basis, to maintain a fixed charge coverage ratio of at least 1.0 to 1.0 if availability under the ABL Facility was less than the greater of (a) $ 10.6 million and (b) 12.5 % of the lesser of the maximum commitment amount and the borrowing base.

As of June 30, 2025, availability under the ABL Facility was $ 42.1 million.

For the three and six months ended June 30, 2025, the Company was compliant with all such financial covenants.

Subsequent to June 30, 2025, the Company repaid the ABL Facility in full, including interest, with the proceeds from a new term loan facility.

The ABL Facility allowed the Company to elect to prepay all or any portion of the amounts owed prior to the maturity date without premium or penalty.

See Note 16 "Subsequent Event" for further details about the new term loan facility.

PREFERRED AND COMMON STOCKHOLDERS' EQUITY

The Company is authorized to issue up to 5.0 million shares of preferred stock, par value $ 0.01 per share.

There were no shares of preferred stock outstanding at March 31, 2025.

There were no shares of preferred stock outstanding at June 30, 2025.

The Company is authorized to issue up to 150.0 million shares of common stock, par value $ 0.01 per share.

There were 92.2 million shares of common stock issued and outstanding at March 31, 2025.

There were 93.1 million shares of common stock issued and outstanding at June 30, 2025.

Shares of common stock issued and outstanding

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(in millions) 2025 2024

7 unchanged sentences

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(in millions) 2025 2024 2025 2024

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(in millions) 2025 2024 2025 2024

4 unchanged sentences

Stockholders have subsequently approved amendments to the 2017 Plan increasing the shares available to grant thereunder, including most recently at the Company's annual meeting of stockholders held on June 5, 2025, when stockholders approved an amendment to the 2017 Plan to increase the aggregate number of shares of common stock available thereunder for the granting of awards by an additional 6.5 million shares.

As of March 31, 2025, the Company had 0.9 million shares of common stock available for grant under the 2017 Plan.

As of June 30, 2025, the Company had 5.3 million shares of common stock available for grant under the 2017 Plan.

If an RSU awarded under the 2017 Plan is cancelled or forfeited without the issuance of shares of common stock, the unissued shares that were subject to the RSU will again be available for issuance pursuant to the 2017 Plan.

3 unchanged sentences

RSUs granted to non-employee directors generally vest in full upon the earlier of the completion of one year of service following the date of the grant or the date of the next annual meeting of stockholders following such grant.

The performance and market conditions associated with PSU awards granted during the three months ended June 30, 2025 include vesting that is based on revenue targets ( 34 % weighting), adjusted earnings per share targets ( 33 % weighting), and relative total stockholder return ( 33 % weighting) measured against the Nasdaq Health Care Index (IXHC) using the 20 -trading day averages at the beginning and end of the measurement period.

The measurement period for the relative total stockholder return metric is January 1, 2025 through December 31, 2027, and the revenue and adjusted earnings per share metrics will be measured based on fiscal year 2027 results.

The Company estimates the likelihood of achievement of performance conditions for all PSU awards at the end of each period.

To the extent those awards or portions thereof are considered probable of being achieved, such awards or portions thereof are expensed over the performance period.

The portion of the awards pertaining to relative total stockholder return represents market conditions and, accordingly, the estimated fair value of such awards are recognized over the performance period.

During the three months ended June 30, 2025, the Company granted stock-based awards to the Company's new Chief Commercial Officer as an inducement material to his commencement of employment and entry into an employment agreement with the Company.

The inducement awards were made in accordance with Nasdaq Stock Market rules and were not made under the Company's existing equity plans;

the inducement awards are included in the tables below.

Stock Options

A summary of the stock option activity for the three months ended March 31, 2025 is as follows:

A summary of the stock option activity for the six months ended June 30, 2025 is as follows:

(number of shares in millions) Number

1 unchanged sentence

Options outstanding at December 31, 2024 0.7 $ 13.38

Options outstanding at March 31, 2025 0.7 $ 13.38

Options exercisable at March 31, 2025 0.5 $ 13.38

As of March 31, 2025, there was no unrecognized stock-based compensation expense.

There were no options granted during the three months ended March 31, 2025.

Options outstanding at June 30, 2025 0.7 $ 13.38

Options exercisable at June 30, 2025 0.5 $ 13.38

As of June 30, 2025, there was no unrecognized stock-based compensation expense.

There were no options granted during the six months ended June 30, 2025.

Restricted Stock Units

A summary of the RSU awards activity under the Company’s equity plan and inducement awards, including PSU awards, for the three months ended March 31, 2025 is as follows:

A summary of the RSU awards activity under the Company’s equity plan and inducement awards, including PSU awards, for the six months ended June 30, 2025 is as follows:

(number of shares in millions) Number

4 unchanged sentences

RSUs canceled ( 0.4 ) $ 20.84

RSUs unvested and outstanding at March 31, 2025 5.1 $ 16.80

RSUs unvested and outstanding at June 30, 2025 7.6 $ 12.55

Employee Stock Purchase Plan

1 unchanged sentence

Shares are issued under the Amended and Restated 2012 Purchase Plan twice yearly at the end of each offering period and the number of shares that may be purchased by any participant during an offering period is limited to 5,000 shares.

The first offering period of 2025 started on December 1, 2024 and will end on May 31, 2025.

The second offering period of 2025 will begin on June 1, 2025 and will end on November 30, 2025.

As of March 31, 2025, 0.9 million shares of common stock were available for issuance under the Amended and Restated 2012 Purchase Plan.

Shares purchased under, and compensation expense associated with, the Amended and Restated 2012 Purchase Plan for the three months ended March 31, 2025 and 2024 are as follows:

The first offering period of 2025 started on December 1, 2024 and ended on May 31, 2025.

The second offering period of 2025 began on June 1, 2025 and will end on November 30, 2025.

As of June 30, 2025, 0.2 million shares of common stock were available for issuance under the Amended and Restated 2012 Purchase Plan.

Shares purchased under, and compensation expense associated with, the Amended and Restated 2012 Purchase Plan for the three and six months ended June 30, 2025 and 2024 are as follows:

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(in millions) 2025 2024 2025 2024

Shares purchased under the plan

0.7 0.2 0.7 0.2

Plan compensation expense $ 0.3 $ 0.5 $ 0.8 $ 1.0

Stock-Based Compensation Expense

Stock-based compensation expense recognized and included in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) was allocated as follows:

Stock-based compensation expense recognized and included in the Condensed Consolidated Statements of Operations and Comprehensive Loss was allocated as follows:

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(in millions) 2025 2024 2025 2024

4 unchanged sentences

Total stock-based compensation expense $ 10.7 $ 14.5 $ 20.2 $ 26.5

As of March 31, 2025, there was $ 64.0 million of total unrecognized stock-based compensation expense related to RSUs that is expected to be recognized over a weighted-average period of 2.1 years.

As of June 30, 2025, there was $ 66.2 million of total unrecognized stock-based compensation expense related to RSUs that is expected to be recognized over a weighted-average period of 2.1 years.

The Company recognizes forfeitures as they occur.

1 unchanged sentence

In order to determine the Company’s quarterly provision for income taxes, the Company used an estimated annual effective tax rate that is based on expected annual income and statutory tax rates in the various jurisdictions in which the Company operates.

Certain significant or unusual items are separately recognized in the quarter during which they occur and can be a source of variability in the effective tax rate from quarter to quarter.

For the three months ended March 31, 2025, there was $ 29.3 million in income tax benefit, or approximately 99.7 % of pre-tax loss, compared to $ 0.1 million income tax expense, or approximately ( 0.4 )% of pre-tax loss, for the three months ended March 31, 2024.

For the three months ended March 31, 2025, the Company’s effective tax rate differs from the U.S.

federal statutory rate primarily due to the release of unrecognized tax benefits and the recognition of valuation allowances.

The unrecognized tax benefits released were primarily related to tax refund claims following the Coronavirus Aid, Relief, and Economic Security Act (referred to as the CARES Act) that allowed the carryback of losses related to tax years ended June 30, 2017 through June 30, 2020.

During the three months ended March 31, 2025, the Company was notified by the Joint Committee on Taxation that it had concluded its review of these tax refund claims.

The Company remeasured or released the unrecognized benefits resulting in a discrete tax benefit of $ 29.6 million.

For the three months ended March 31, 2024, the Company’s effective tax rate differs from the U.S.

Certain significant or unusual items are separately recognized in the quarter during which they occur and can be a source of variability in the effective tax rate from quarter to quarter.For the three months ended June 30, 2025, the income tax benefit was $ 0.1 million, or approximately 0.0 % of pre-tax loss, compared to $ 0.5 million income tax benefit, or approximately 1.3 % of pre-tax loss, for the three months ended June 30, 2024.

For the six months ended June 30, 2025, the income tax benefit was $ 29.4 million, or approximately 8.2 % of pre-tax loss, compared to an income tax benefit of $ 0.4 million, or approximately 0.6 % of pre-tax loss, for the six months ended June 30, 2024.

For the three and six months ended June 30, 2025, the Company’s effective tax rate differs from the U.S.

federal statutory rate primarily due to the recognition of valuation allowances and unrecognized tax benefits.

The valuation allowances include any tax-deductible loss from the $ 316.7 million of long-lived impairment charges recorded for the three months ended June 30, 2025.

The unrecognized tax benefits released were primarily related to tax refund claims following the Coronavirus Aid, Relief, and Economic Security Act.

Following the success of these claims, the Company remeasured or released the unrecognized benefits resulting in a discrete tax benefit of $ 29.6 million in the six months ended June 30, 2025.

For the three and six months ended June 30, 2024, the Company’s effective tax rate differs from the U.S.

federal statutory rate primarily due to the recognition of valuation allowances.

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In addition, damages may not be specified or the damage amounts claimed may be unsupported, exaggerated or unrelated to possible outcomes, and therefore, such amounts are not a reliable indicator of potential liability.

As of March 31, 2025, the Company has not recorded any material accrual for loss contingencies associated with legal proceedings or other matters or determined that an unfavorable outcome is probable and reasonably estimable in accordance with Accounting Standards Codification 450, Contingencies .

As of June 30, 2025, the Company has not recorded any material accrual for loss contingencies associated with legal proceedings or other matters or determined that an unfavorable outcome is probable and reasonably estimable in accordance with Accounting Standards Codification 450, Contingencies .

However, it is possible that the ultimate resolution of legal proceedings or other matters, if unfavorable, may be material to the Company's results of operations, financial condition or cash flows.

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On April 16, 2025, the Company was served with the complaint.

In June 2025, the Company filed a motion to dismiss the complaint.

SEGMENT REPORTING AND RELATED INFORMATION

The Company has identified the President and Chief Executive Officer as the Chief Operating Decision Maker (the "CODM").

The CODM regularly reviews consolidated financial information for the purposes of evaluating performance, allocating resources, setting incentive compensation targets, and planning and forecasting for future periods.

The CODM regularly reviews consolidated financial information for the purpose of evaluating performance, allocating resources, setting incentive compensation targets, and planning and forecasting for future periods.

Accordingly, the Company has determined that it operates as a single operating segment.

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SUPPLEMENTAL CASH FLOW INFORMATION

The Company's supplemental cash flow information for the three months ended March 31, 2025 and 2024 are as follows:

Three Months Ended March 31,

The Company's supplemental cash flow information for the six months ended June 30, 2025 and 2024 are as follows:

Six Months Ended June 30,

(in millions) 2025 2024

5 unchanged sentences

Operating lease liabilities ( 1.8 ) ( 3.1 )

Purchases of property, plant, and equipment and capitalization of internal-use software in accounts payable and accrued liabilities

Purchases of property, plant, and equipment and capitalization of intangible assets in accounts payable and accrued liabilities

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported on the Condensed Consolidated Balance Sheets that agrees to the amounts included in the Condensed Consolidated Statements of Cash Flows.

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Period translation adjustments 0.7

Ending balance March 31, 2025 $ 0.6

Ending balance June 30, 2025 $ ( 0.1 )

SUBSEQUENT EVENTS

New Credit Facility

On July 31, 2025 (the "Closing Date"), the Company entered into a Credit Agreement (the "Credit Agreement") with the lenders from time to time party thereto, and OrbiMed Royalty & Credit Opportunities IV, LP., as administrative agent (the "Administrative Agent") and as initial lender (“OrbiMed”).

The Credit Agreement consists of a $ 200 million term loan credit facility with an initial term loan of $ 125 million (the "Initial Loan"), which amount was funded on the Closing Date, and delayed draw term loans (the "Delayed Draw Loans" and together with the Initial Loan, the "Loans"), at the election of the Company on or prior to June 30, 2027, in a maximum principal amount of $ 75 million (the "Credit Facility").

The proceeds of the Credit Facility were or will be used for the working capital needs and general corporate purposes of the Company and its subsidiaries, including, without limitation, refinancing existing indebtedness, including $ 60.2 million of the proceeds to repay the ABL Facility in full.

The Credit Facility matures on July 31, 2030 (the "Maturity Date").

Loans outstanding under the Credit Facility will bear interest at a rate per annum equal to (x) the greater of the one-month SOFR Rate and 2.50 % plus (y) an applicable margin of 6.50 %.

Commencing on September 30, 2029, and on the last business day of each fiscal quarter thereafter, the Company is required to make a scheduled principal payment equal to 2.50 % of the unpaid principal amount of the loans outstanding on the fourth anniversary of the Closing Date, together with any applicable exit fee and repayment premium.

The Company may elect to prepay all or any portion of the amounts owed prior to the Maturity Date subject to a repayment premium.

The Credit Facility is also subject to customary mandatory prepayments with the proceeds of indebtedness and certain asset sales and casualty events.

In addition to the repayment premium referenced above, voluntary and mandatory prepayments and all other payments of the Credit Facility must also be accompanied by payment of accrued interest on the principal amount repaid or prepaid.

The Credit Facility is also subject to other customary fee arrangements.

The obligations of the Company are guaranteed by certain of the Company’s material subsidiaries (the “Credit Facility Guarantors”) pursuant to a Guarantee.

The obligations of the Company and the Credit Facility Guarantors under the Credit Agreement and Guarantee are secured by substantially all of the assets of the Company and the Credit Facility Guarantors under a Pledge and Security Agreement entered into with the Administrative Agent.

The Credit Facility requires the Company and its subsidiaries, on a consolidated basis, to comply with a minimum trailing twelve-month revenue test as of the end of each month, commencing with the month ending December 31, 2025 at $ 615.0 million and increasing quarterly to $ 974.0 million beginning on December 31, 2029 and thereafter.

In addition, the Credit Facility contains customary representations and warranties and affirmative and negative covenants, including covenants that limit or restrict the Company and its subsidiaries’ ability to incur liens, incur indebtedness, dispose of assets, make investments, make certain restricted payments, merge or consolidate and enter into certain speculative hedging arrangements.

The Credit Facility includes a number of customary events of default, including, among other things, nonpayment defaults, covenant defaults, cross-defaults to other material indebtedness, bankruptcy and insolvency defaults, material judgment defaults and the occurrence of a change of control.

If any event of default occurs (subject, in certain instances, to specified grace periods), the principal, premium, if any, interest and any other monetary obligations on all the then outstanding amounts under the Credit Facility may become due and payable immediately.

One Big Beautiful Bill Act

On July 4, 2025, the “One Big Beautiful Bill Act” was signed into law, enacting significant changes to the U.S.

federal tax code.

As the legislation was not enacted before the end of the quarter, no adjustments were made for the period ended June 30, 2025.

The Company has evaluated the potential future impact of this legislation on its financial position and results of operations.

Based on our preliminary assessment, the provisions of the new law are not expected to have a material impact on the Company’s current or net deferred tax balances.

The Company will continue to monitor developments and assess any future implications as further guidance becomes available.

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

What changed 10-Q

Item 1. Financial Statements