What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-02-24 compared with 2025-02-28 · 207 added, 269 removed, 676 unchanged (41% of the section changed)

28 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Measurement of revenue

7 unchanged sentences

Our audit procedures over the Company’s revenue included, among others, assessing the methodologies used to estimate consideration expected to be received for tests performed and testing the significant assumptions and the underlying data used by the Company in its analysis.

We compared the significant assumptions used by management to third-party payor collection trends and other relevant factors.

We assessed the reasonableness of adjustments to estimates of future cash collections as a result of changes in historical and current collection trends and changes in payor behavior.

Additionally, we tested management’s supporting calculations.

We also performed an evaluation of actual cash collections versus expectations to assess the accuracy of estimates made in prior periods.

We also performed an evaluation of actual cash collections versus expectations to assess the accuracy of prior estimates.

Goodwill Impairment Assessment – Women’s Health and Mental Health Reporting Units

Description of the Matter As described in Notes 1 and 4 to the consolidated financial statements, the Company performs an annual goodwill impairment assessment as of the first day of the fourth quarter, or more frequently if indicators of impairment are present or circumstances suggest that impairment may exist.

The Company’s consolidated goodwill balance was $51.6 million as of December 31, 2025, and the goodwill allocated to the Women’s Health and Mental Health reporting units was $4.5 million and $29.8 million, respectively.

In the second quarter of 2025, primarily due to sustained declines in the Company’s share price, management performed an interim quantitative goodwill impairment assessment.

This assessment involved the comparison of the fair value of each reporting unit to its carrying value.

In estimating the fair value of the reporting units, the Company used a combination of an income approach (discounted cash flow model) and a market approach (multiples of revenue derived from guideline public companies).

The fair value estimates required the Company to make several business and valuation assumptions and estimates, including, but not limited to, those related to the discount rates.

Changes in the discount rates could have a material effect on either the reporting units’ fair values, the amount of any goodwill impairment charge, or both.

The Company determined that the Women’s Health and Mental Health reporting units’ carrying values exceeded their respective fair values, resulting in a goodwill impairment charge of $234.7 million.

Auditing the discount rates used in the Company’s interim quantitative goodwill impairment assessment specific to the Women’s Health and Mental Health reporting units was complex because it required a high degree of auditor judgement and an increased extent of effort, including the need to involve professionals with specialized skill and knowledge.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over management’s interim goodwill impairment assessment review process, including the determination of the discount rates used in the discounted cash flow models to estimate the fair value of each reporting unit.

To test the reasonableness of the discount rates used in estimating the fair values of the Company’s reporting units, we performed audit procedures with the assistance of professionals with specialized skill and knowledge that included sensitivity analyses, testing applicable source information underlying the determination of the discount rates, testing the mathematical accuracy of the calculations, and developing independent estimates which were compared to the discount rates selected by management.

/s/ Ernst & Young LLP

8 unchanged sentences

Cash and cash equivalents $ 149.6 $ 102.4

Marketable investment securities — 8.8

Trade accounts receivable 115.3 121.2

5 unchanged sentences

Property, plant and equipment, net 114.0 117.4

Intangibles, net 262.4 349.5

Intangible assets, net

Goodwill 51.6 286.3

16 unchanged sentences

Additional paid-in capital 1,489.0 1,457.8

Accumulated other comprehensive loss ( 0.8 ) ( 3.7 )

Accumulated other comprehensive income (loss)

Accumulated deficit ( 1,122.7 ) ( 756.8 )

27 unchanged sentences

Total other expense

( 7.9 ) — ( 4.8 )

Loss before income tax ( 395.1 ) ( 123.5 ) ( 262.2 )

Income tax expense (benefit)

Income tax (benefit) expense

( 29.2 ) 3.8 1.1

25 unchanged sentences

capital Accumulated

comprehensive loss Accumulated

comprehensive income (loss) Accumulated

deficit Myriad

3 unchanged sentences

Issuance of common stock under stock-based compensation plans, net of shares exchanged for withholding tax — ( 2.8 ) — — ( 2.8 )

Issuance of common stock for public offering, net 0.1 117.5 — — 117.6

Stock-based compensation expense — 40.7 — — 40.7

Net loss — — — ( 263.3 ) ( 263.3 )

Other comprehensive loss, net of tax — — ( 3.8 ) — ( 3.8 )

Other comprehensive income, net of tax — — 5.2 — 5.2

BALANCES AT DECEMBER 31, 2023 $ 0.9 $ 1,415.5 $ ( 3.7 ) $ ( 629.5 ) $ 783.2

Issuance of common stock under stock-based compensation plans, net of shares exchanged for withholding tax — ( 7.5 ) — — ( 7.5 )

Issuance of common stock for public offering, net 0.1 117.5 — — 117.6

Stock-based compensation expense — 49.8 — — 49.8

16 unchanged sentences

Net loss $ ( 365.9 ) $ ( 127.3 ) $ ( 263.3 )

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

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation and amortization 53.7 61.2 61.9

18 unchanged sentences

Accrued liabilities ( 27.5 ) ( 41.0 ) 27.2

Net cash used in operating activities ( 8.7 ) ( 110.9 ) ( 106.3 )

Net cash provided by (used in) operating activities

1.8 ( 8.7 ) ( 110.9 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Capital expenditures ( 15.6 ) ( 19.0 ) ( 63.2 )

Capitalization of internal-use software costs ( 10.7 ) ( 10.1 ) —

Capitalization of intangible assets

( 11.8 ) ( 10.7 ) ( 10.1 )

Proceeds from the sale of business, net cash sold — 8.8 —

Acquisitions, net of cash acquired — — ( 57.2 )

Purchases of marketable investment securities — — ( 103.2 )

Proceeds from maturities and sales of marketable investment securities — 9.0 105.2

Net cash provided by (used in) investing activities ( 11.9 ) 31.9 ( 77.5 )

Net cash (used in) provided by investing activities

( 27.4 ) ( 11.9 ) 31.9

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from common stock issued under stock-based compensation plans 3.3 5.9 6.0

Payment of contingent consideration recognized at acquisition — — ( 3.0 )

Payment of tax withheld for common stock issued under stock-based compensation plans ( 7.3 ) ( 13.4 ) ( 8.8 )

2 unchanged sentences

Repayment of revolving credit facility ( 80.5 ) ( 119.5 ) ( 40.0 )

Proceeds from the issuance of secured long-term credit facility

Fees associated with the issuance of secured long-term credit facility

Fees associated with issuance and refinancing of revolving credit facility — — ( 1.7 )

Payment on finance leases ( 0.4 ) ( 0.2 ) —

Release of cash held in escrow ( 7.5 ) — —

Other financing activities

( 0.2 ) ( 0.4 ) ( 0.2 )

Net cash provided by (used in) financing activities 64.2 ( 7.4 ) 152.9

9 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.

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.

Myriad provides insights that help people take control of their health and enable healthcare providers to better detect, treat, and prevent disease.

(together with its subsidiaries, the "Company" or "Myriad") is a leading molecular diagnostics and precision medicine company committed to advancing health and well-being for all.

Myriad develops and commercializes molecular tests that help patients and providers uncover genetic insights.

Myriad tests assess the risk of developing disease or disease progression and guide treatment decisions across medical specialties where molecular insights can significantly improve patient care, support earlier detection, enable more precise treatment and contribute to lowering health care costs.

The Company’s principal executive office is located in Salt Lake City, Utah.

4 unchanged sentences

The preparation of the consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the reporting period.

Significant items subject to such estimates and assumptions include revenue recognition estimates for the average expected reimbursement per test, valuation allowances for deferred income tax assets, our incremental borrowing rates used to calculate our lease balances, stock-based compensation, purchase accounting, and impairment analysis of goodwill and long-lived assets.

Significant items subject to such estimates and assumptions include revenue recognition estimates for the average expected reimbursement per test, valuation allowances for deferred income tax assets, our incremental borrowing rates used to calculate our lease balances, stock-based compensation, and impairment analysis of goodwill and long-lived assets.

Actual results could differ from those estimates.

12 unchanged sentences

The Company does not require collateral from its customers.

The Company only has one payor, Medicare, that represents greater than 10% of its revenues.

The Company has one payor, Medicare, that represents greater than 10% of its revenues.

Revenues received from Medicare represented approximately 13 %, 12 %, and 12 % of total revenue for the years ended December 31, 2025, 2024, and 2023, respectively.

Concentrations of credit risk are mitigated due to the number of the Company’s customers as well as their dispersion across many geographic regions.

The Company has only one payor that accounted for more than 10% of accounts receivable at December 31, 2024 and 2023.

The Company has one payor that accounted for more than 10% of accounts receivable at December 31, 2025 and 2024.

The balance of accounts receivable from the payor represented 13 % and 18 % of the total accounts receivable balance as of December 31, 2025 and 2024, respectively.

4 unchanged sentences

In certain circumstances, the Company is required to maintain cash deposits with certain banks with respect to contractual or other legal obligations, and therefore the use of these cash deposits for general operational purposes is restricted.

As of December 31, 2024, restricted cash was approximately $ 9.5 million, of which $ 8.6 million was recognized as a current asset and $ 0.9 million was recognized as a long-term asset.

As of December 31, 2023, restricted cash was approximately $ 8.8 million, of which $ 1.2 million was recognized as a current asset and $ 7.6 million was recognized as a long-term asset.

The restricted cash amounts are largely comprised of cash held in escrow related to the Company's acquisition of Gateway Genomics, LLC ("Gateway"), which occurred during the year ended December 31, 2022.

The current and long-term portions of restricted cash are included in Prepaid expenses and other current assets and Other assets, respectively, on the Consolidated Balance Sheets.

Restricted cash is classified as current or noncurrent on the Consolidated Balance Sheets based on the nature and timing of the underlying restriction.

Restricted cash is excluded from Cash and cash equivalents and is presented in Prepaid expenses and other current assets on the Consolidated Balance Sheets.

For purposes of the Consolidated Statements of Cash Flows, changes in restricted cash are included in total cash, cash equivalents, and restricted cash.

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

3 unchanged sentences

Total cash, cash equivalents, and restricted cash $ 151.3 $ 111.9 $ 140.9

Marketable Investment Securities

The Company has classified its marketable investment securities, all of which are debt securities, as available-for-sale securities.

These securities are carried at estimated fair value with unrealized holding gains and losses, net of the related tax effect, included in Accumulated other comprehensive loss in Stockholders’ equity until realized.

Gains and losses on investment security transactions are reported on the specific-identification method.

Dividend and interest income are recognized when earned.

The Company’s cash equivalents consist of short-term, highly liquid investments that are readily convertible to known amounts of cash.

A decline in the market value of any available-for-sale security below cost that is deemed other than temporary results in a charge to earnings and establishes a new cost basis for the security.

Losses are charged against Other income (expense) when a decline in fair value is determined to be other than temporary.

The Company reviews several factors to determine whether a loss is other than temporary.

These factors include but are not limited to:

(i) the extent to which the fair value is less than cost and the cause for the fair value decline, (ii) the financial condition and near term prospects of the issuer, (iii) the length of time a security is in an unrealized loss position and (iv) the Company’s ability to hold the security for a period of time sufficient to allow for any anticipated recovery in fair value.

There were no other-than-temporary impairments recognized during the years ended December 31, 2024, 2023, and 2022.

Inventories consist of supplies such as reagents, plates, and testing kits, which are consumed when providing test results, and therefore the Company does not maintain finished goods inventory.

6 unchanged sentences

Trade accounts receivable represents estimated receivables from customers for revenue recognized related to the Company's tests.

The Company does not have any off-balance-sheet credit exposure related to its customers and does not require collateral.

Property, Plant and Equipment

1 unchanged sentence

Depreciation and amortization are computed using the straight-line method based on the lesser of estimated useful lives of the related assets or lease terms.

Equipment items have depreciable lives of five to seven years .

Leasehold improvements are depreciated over the shorter of the estimated useful lives or the associated lease terms, which range from four to 14 years.

Equipment items have depreciable lives of three to seven years .

Leasehold improvements are depreciated over the shorter of the estimated useful lives or the associated lease terms, which range from three to 15 years.

Repairs and maintenance costs are charged to expense as incurred.

The Company acts as the lessee in its lease agreements, which primarily include operating leases for corporate offices, laboratory space, warehouse space, and certain laboratory and office equipment.

The Company acts as the lessee in its lease agreements, which primarily include operating leases for corporate offices, laboratory space, warehouse space, and office equipment.

The Company determines whether an arrangement is, or contains, a lease at inception and whether the lease should be classified as a finance or operating lease.

12 unchanged sentences

Intangible Assets

Intangible assets are comprised of acquired licenses and technology.

Intangible assets are primarily comprised of acquired licenses and technology.

Acquired intangible assets are recorded at fair value and amortized over the shorter of the contractual life or the estimated useful life.

4 unchanged sentences

As of December 31, 2025 and 2024, the Company had unamortized internal-use software costs of $ 25.1 million and $ 22.7 million, respectively.

For the years ended December 31, 2024, 2023, and 2022 amortization expense for these capitalized software costs was insignificant.

For the years ended December 31, 2025, 2024, and 2023, amortization expense for these capitalized software costs was immaterial.

Other Long-Lived Assets

3 unchanged sentences

Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

The Company capitalizes certain implementation costs incurred in cloud computing arrangements and hosting arrangements.

The Company's cloud computing arrangements or hosting arrangements are primarily service contracts related to information technology.

Implementation and development costs for cloud computing arrangements or hosting arrangements are capitalized as part of Other assets in the Consolidated Balance Sheets.

As of December 31, 2024 and 2023, the Company had unamortized cloud computing arrangements or hosting arrangements of $ 3.4 million and $ 4.6 million, respectively, within Other assets.

For the years ended December 31, 2024, 2023, and 2022, amortization expense for these capitalized amounts was insignificant.

Goodwill is tested for impairment by reporting unit on an annual basis as of October 1 and in the interim if events and circumstances indicate that goodwill may be impaired.

5 unchanged sentences

If an event occurs that would cause a revision to the estimates and assumptions used in analyzing the value of the goodwill, the revision could result in a non-cash impairment charge that could have a material impact on the financial results.

Business Acquisitions/Divestitures

The Company accounts for acquisitions of entities that include inputs and processes and have the ability to create outputs as business combinations.

The tangible and identifiable intangible assets acquired and liabilities assumed in a business combination are recorded based on their estimated fair values as of the business combination date, including identifiable intangible assets which either arise from a contractual or legal right or are separable from goodwill.

The Company bases the estimated fair value of identifiable intangible assets acquired in a business combination on third-party valuations that use information and assumptions provided by the Company's management, which consider the Company's estimates of inputs and assumptions that a market participant would use.

Any excess purchase price over the estimated fair value assigned to the net tangible and identifiable intangible assets acquired and liabilities assumed is recorded to goodwill.

To the extent the fair value of the net assets and liabilities acquired exceeds the purchase price, a gain is recognized.

In circumstances where an acquisition involves a contingent consideration arrangement that meets the definition of a liability under ASC 480, Distinguishing Liabilities from Equity , the Company recognizes a liability equal to the fair value of the contingent payments expected to be made as of the acquisition date.

This liability is remeasured each reporting period and the changes in the fair value are recognized in General and administrative expenses in the Consolidated Statements of Operations.

The Company evaluates its portfolio of businesses on an ongoing basis to ensure alignment with its strategic objectives and to enhance shareholder value.

From time to time, the Company may divest certain businesses, product lines, or other non-core assets.

Gains or losses from the sale of businesses or assets are included in Goodwill and long-lived asset impairment charges on the Company’s Consolidated Statements of Operations.

See Note 16 for further information.

Transaction costs associated with acquisitions are expensed as incurred in General and administrative expenses in the Consolidated Statements of Operations.

Results of operations and cash flows of acquired companies are included in the operating results from the date of acquisition.

Revenue Recognition

The Company primarily generates revenue by performing molecular testing, primarily derived from the following categories of products:

Hereditary Cancer (MyRisk and BRACAnalysis CDx), Tumor Profiling (MyChoice CDx, Prolaris, Precise Tumor, and EndoPredict), Prenatal (Foresight, Prequel, and SneakPeek), and Pharmacogenomics (GeneSight).

Hereditary Cancer (MyRisk and BRACAnalysis CDx), Tumor Profiling (MyChoice CDx, Prolaris, Precise Tumor, and EndoPredict), Prenatal (Foresight, Prequel, FirstGene and SneakPeek), and Mental Health (GeneSight).

Revenue is recorded at the estimated transaction price.

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 for the years ended December 31, 2024, 2023, and 2022:

The following table presents details regarding the composition of the Company’s total revenue by product type for the years ended December 31, 2025, 2024, and 2023:

Years Ended December 31,

3 unchanged sentences

Prenatal 186.3 177.1 151.3

Pharmacogenomics 170.2 138.5 127.6

Autoimmune — — 0.3

Mental Health 144.1 170.2 138.5

Total revenue

10 unchanged sentences

Prenatal 186.3 — 186.3 176.5 0.6 177.1 150.6 0.7 151.3

Pharmacogenomics 170.2 — 170.2 138.5 — 138.5 127.6 — 127.6

Autoimmune — — — — — — 0.3 — 0.3

Mental Health 144.1 — 144.1 170.2 — 170.2 138.5 — 138.5

Total revenue

15 unchanged sentences

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

The Company recognized $ 18.5 million, $ 7.2 million, and $ 22.1 million for the years ended December 31, 2024, 2023, and 2022, respectively, for tests in which the performance obligation of delivering the test results was met in prior periods.

For the year ended December 31, 2025, revenue for tests in which the performance obligation was met in a prior period was immaterial .

For the year ended December 31, 2024, the Company recognized $ 21.5 million in revenue for tests in which the performance obligation of delivering the test results was met in prior periods, including $ 3.0 million in revenue in the first quarter of 2024 due to a retroactive coverage change by a payor for one of its prenatal products.

For the year ended December 31, 2023, the Company recognized $ 7.2 million in revenue for tests in which the performance obligation of delivering the test results was met in prior periods.

The changes for all periods presented were primarily driven by changes in the estimated transaction price.

Additionally, for the year ended December 31, 2024, the Company recognized $ 3.0 million in revenue due to a retroactive coverage change by a payor for one of the Company's prenatal products.

In accordance with ASC 606, the Company has elected to exclude from the measurement of transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the Company from a customer for sales tax, value added tax, and certain other taxes.

3 unchanged sentences

The Company expenses advertising costs as incurred.

The Company incurred advertising costs of $ 10.3 million, $ 8.5 million, and $ 5.3 million for the years ended December 31, 2024, December 31, 2023, and December 31, 2022, respectively.

The Company incurred advertising costs of $ 10.1 million, $ 10.3 million, and $ 8.5 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Stock-based Payment Expense

30 unchanged sentences

Anti-dilutive options and RSUs excluded from EPS computation 7.8 6.0 5.1

Foreign Currency

The functional currency of the Company’s international subsidiaries is the local currency.

For those subsidiaries, expenses denominated in the functional currency are translated into U.S.

dollars using average exchange rates in effect during the period and assets and liabilities are translated using period-end exchange rates.

The foreign currency translation adjustments are included in Accumulated other comprehensive loss as a separate component of Stockholders’ equity.

The following table shows the cumulative translation adjustments included in Accumulated other comprehensive loss (in millions):

Ending balance December 31, 2023

Period translation adjustments ( 3.0 )

Reclassification of cumulative translation adjustment to income upon sale or liquidation of certain foreign entities, net of tax 5.9

Ending balance December 31, 2024

During the years ended December 31, 2024 and 2023, the Company recognized losses related to foreign currency of $ 1.1 million and $ 3.4 million, respectively, which is included in Other in the Consolidated Statements of Operations.

Recent Accounting Pronouncements

Recently Adopted Standards

In November 2023, the Financial Accounting Standards Board ("FASB") issued accounting standards update ("ASU") 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , which enhances the disclosures required for reportable segments in annual and interim consolidated financial statements.

ASU 2023-07 is effective for the Company for annual reporting periods beginning after December 15, 2023 and for interim periods within fiscal years beginning after December 15, 2024.

The Company has adopted the required disclosures effective for the year ended December 31, 2024.

The Company has identified consolidated net income (loss) as the measure of segment profitability.

The significant expenses presented to the chief operating decision maker ("CODM") are at the same level as presented in Consolidated Statement Operations in these financial statements.

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures .

ASU 2023-09 amends ASC 740, Income Taxes to expand income tax disclosures and requires that the Company disclose (i) the income tax rate reconciliation using both percentages and reporting currency amounts;

(ii) specific categories within the income tax rate reconciliation;

(iii) additional information for reconciling items that meet a quantitative threshold;

(iv) the composition of state and local income taxes by jurisdiction;

and (v) the amount of income taxes paid disaggregated by jurisdiction.

The Company adopted ASU 2023-09 for the year ended December 31, 2025 on a prospective basis.

Income Taxes for additional information.

Standards Effective in Future Years and Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , which requires enhanced income tax disclosures, including disaggregation of information on the rate reconciliation table and disaggregated information related to income taxes paid.

The amendments in ASU 2023-09 are effective for annual periods beginning after December 15, 2024.

The Company is currently evaluating the impact of ASU 2023-09 on its income tax disclosures.

In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606):

Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract.

The guidance in ASU 2025-07 refines the scope of derivative accounting under ASC 815 by expanding an existing scope exception to exclude certain non-exchange traded contracts with underlyings based on the operations or activities of one of the contract parties from derivative classification.

The ASU also provides guidance under Topic 606 on the accounting for share-based noncash consideration received from a customer in a revenue contract, including measurement and timing considerations.

ASU 2025-07 is effective for annual and interim periods beginning after December 15, 2026, with early adoption permitted.

The Company is currently evaluating the impact of adopting ASU 2025-07.

In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software , which amends certain aspects of the accounting for and disclosure of software costs under ASC 350-40, Internal-Use Software Accounting & Capitalization .

ASU 2025-06 makes targeted improvements to ASC 350-40 by changing the cost capitalization threshold, eliminating accounting consideration of software project development stages and enhancing the guidance around the "probable-to-complete" threshold.

It also modifies the website development costs guidance by eliminating Subtopic 350-50 and relocating any remaining relevant guidance into Subtopic 350-40.

ASU 2025-06 is effective for annual and interim periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of adopting ASU 2025-06.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses , requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of adopting ASU 2024-03.

MARKETABLE INVESTMENT SECURITIES

At December 31, 2024, the Company had no investment securities outstanding.

As of December 31, 2023, the Company had no gross unrealized holding gains.

The amortized cost, gross unrealized holding losses, and fair value for debt securities classified as available-for-sale securities by major security type and class of security at December 31, 2023 were as follows:

(in millions) Amortized

losses Estimated

December 31, 2023:

Cash and cash equivalents:

Cash $ 129.9 $ — $ 129.9

Cash equivalents 2.2 — 2.2

Total cash and cash equivalents 132.1 — 132.1

Available-for-sale:

Corporate bonds and notes 8.4 ( 0.1 ) 8.3

Municipal bonds 0.5 — 0.5

Total $ 141.0 $ ( 0.1 ) $ 140.9

During the years ended December 31, 2023 and 2022, the Company sold $ 90.4 million and $ 28.4 million of investments, respectively.

The cost of the available for sale security sold was determined using the specific-identification method.

The amount of gross realized gains and realized losses upon sales of investments was insignificant for the year ended December 31, 2024 and December 31, 2022.

The amount of realized losses upon sales of investments was $ 1.5 million for the year ended December 31, 2023.

As of December 31, 2023, the Company had seven available-for-sale debt securities in a gross unrealized loss position of $ 0.1 million, with a fair market value of $ 8.8 million.

As of December 31, 2023, the expected losses were determined to be immaterial and as such, the Company did not record an allowance for credit losses.

Additional information relating to fair value of marketable investment securities can be found in Note 3.

FAIR VALUE MEASUREMENTS

5 unchanged sentences

or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Some of the Company’s marketable securities primarily utilized broker quotes in a non-active market for valuation of these securities.

Level 3—unobservable inputs.

All of the Company’s financial instruments are valued using quoted prices in active markets or based on other observable inputs.

For Level 2 securities, the Company uses a third-party pricing service which provides documentation on an ongoing basis that includes, among other things, pricing information with respect to reference data, methodology, inputs summarized by asset class, pricing application, and corroborative information.

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 $ 40.2 million at December 31, 2024.

At December 31, 2024, the Company did not have any financial assets or liabilities requiring fair value re-measurement.

The following table sets forth the fair value of the financial assets and liabilities that the Company re-measures on a regular basis as of December 31, 2023:

(in millions) Level 1 Level 2 Level 3 Total

December 31, 2023

Money market funds (a) $ 2.2 $ — $ — $ 2.2

Corporate bonds and notes — 8.3 — 8.3

Municipal bonds — 0.5 — 0.5

Contingent consideration — — ( 5.4 ) ( 5.4 )

Total $ 2.2 $ 8.8 $ ( 5.4 ) $ 5.6

(a) Money market funds are primarily comprised of exchange traded funds and accrued interest.

The following table reconciles the change in the fair value of the contingent consideration during the periods presented:

(in millions) Years Ended December 31,

2024 2023 2022

Carrying amount at beginning of period $ 5.4 $ 6.8 $ 8.6

Payment of contingent consideration ( 5.8 ) — ( 3.0 )

Consideration recognized at acquisition — — 2.1

Change in fair value recognized in the statement of operations 0.4 ( 1.5 ) ( 0.4 )

Translation adjustments recognized in other comprehensive income (loss) — 0.1 ( 0.5 )

Carrying amount at end of period $ — $ 5.4 $ 6.8

For the Level 2 contingent consideration related to the acquisition of Gateway, the Company reassesses the fair value of expected contingent consideration and the corresponding liability each reporting period using current financial or operating projections.

As of December 31, 2024, the Company has estimated a fair value of $ 0 related to the Gateway contingent consideration as the achievement of the contingent consideration targets is not considered probable.

The carrying amounts of certain financial instruments—including Cash and cash equivalents, Trade accounts receivable, Accounts payable, and Accrued expenses—approximate their fair values due to their short-term maturities.

Additionally, the carrying value of the Company's Long-term debt as of December 31, 2025, approximates its fair value as the debt’s floating interest rate is consistent with prevailing market rates.

The Company's fair value measurements related to impairment testing for goodwill and certain intangible assets were determined using Level 3 unobservable inputs;

Goodwill and Intangible assets for further discussion.

PROPERTY, PLANT AND EQUIPMENT, NET

6 unchanged sentences

Property, plant and equipment, net $ 114.0 $ 117.4

During the year ended December 31, 2023, the Company incurred $ 5.7 million of accelerated depreciation of leasehold improvements and equipment in connection with the Company's decision to cease the use of its previous corporate headquarters in Salt Lake City, Utah and transition corporate support operations to its new facility in west Salt Lake City.

The Company formally assigned the previous corporate headquarter lease to a third party as of December 31, 2023.

See Note 13 for further discussion.

The Company recorded depreciation during the respective periods as follows:

4 unchanged sentences

The changes in the carrying amount of goodwill for the year ended December 31, 2025 are as follows:

(in millions) Year Ended December 31, 2024

(in millions) 2025

Beginning balance $ 286.3

Goodwill impairment ( 234.7 )

Translation adjustments ( 0.3 )

Ending balance $ 51.6

During the fourth quarter of 2024, UnitedHealthcare announced that it would no longer provide coverage for certain multi-gene panel pharmacogenetic tests, including the Company's GeneSight test, under its commercial, individual exchange, and certain managed Medicaid plans.

The change took effect for commercial and individual exchange plans on January 1, 2025, and is expected to take effect for impacted managed Medicaid plans during the first half of 2025.

As a result, the Company performed an quantitative impairment test for the goodwill for the Pharmacogenomics reporting unit during the fourth quarter of 2024.

The Company also elected to perform a quantitative impairment review of goodwill for its Women's Health and International reporting units.

The Company estimated the fair values of each reporting unit using both the market approach, applying an observable multiple of revenue based on guideline public companies, and the income approach, discounting future cash flows based on management's expectations of the current and future operating environments for each reporting unit.

The Company corroborated the reasonableness of the estimated reporting unit fair values by reconciling the values to its enterprise value and market capitalization.

The goodwill balance at each reporting unit was determined to not be impaired as of December 31, 2024.

During the second quarter of 2024, as a result of the disposition of the EndoPredict business, the Company recognized a goodwill impairment charge of $ 0.8 million for the goodwill allocated to the EndoPredict business within the Company's International reporting unit.

The goodwill impairment charge is reflected in Goodwill and long-lived asset impairment charges in the Consolidated Statements of Operations.

See Note 17 for further discussion.

The Company did no t record an impairment of goodwill for the years ended December 31, 2023 and 2022.

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 Mental Health 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.

As a result of the assessment, during the quarter ended June 30, 2025, the Company recognized a goodwill impairment charge of $ 234.7 million, with $ 91.2 million attributable to the Mental Health 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 Consolidated Statements of Operations.

The remaining goodwill value of $ 51.6 million consists of $ 29.8 million for the Mental Health, $ 17.3 million for the International and $ 4.5 million for the Women's Health reporting units.

The Company recognized a goodwill impairment charge of $ 0.8 million for the year ended December 31, 2024 and did no t record an impairment of goodwill for the year ended December 31, 2023.

Intangible Assets

1 unchanged sentence

(in millions) Gross

Amount Accumulated

Amortization Net Weighted-Average Useful Life

3 unchanged sentences

Internal-use software 21.9 ( 4.3 ) 17.6 4.8 4.0

Customer relationships 1.6 ( 0.3 ) 1.3 10.0 7.8

Trademarks 2.1 ( 1.6 ) 0.5 7.5 6.9

Licensed technologies

4.5 ( 0.4 ) 4.1 8.0 7.2

Internal-use software (in-process) 7.5 — 7.5

Total intangible assets $ 511.9 $ ( 358.5 ) $ 153.4

(1) Net of impairment expense recognized during the year ended December 31, 2025.

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

(in millions) Gross

9 unchanged sentences

Total intangible assets $ 591.2 $ ( 328.8 ) $ 262.4

As noted above, UnitedHealthcare announced that it would longer provide coverage for certain multi-gene panel pharmacogenetic tests, including the Company's GeneSight test, which triggered the Company to perform a recoverability test for the Pharmacogenomics asset group during the fourth quarter of 2024.

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

The analysis indicated that the carrying value exceeded the recoverable amount, requiring the Company to determine the fair value of the asset group.

The fair value of the developed technology was determined using a discounted cash flow model.

The primary assumptions used in the discounted cash flow model 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 10 %.

As the carrying value for the developed technology asset exceeded the relative fair value, the Company recognized an impairment charge of $ 43.0 million during the year ended December 31, 2024, which is included in " Goodwill and long-lived asset impairment charges " in the Consolidated Statements of Operations.

The impairment reduced the carrying value of the developed technology to its estimated fair value of $ 89.0 million as of the impairment date.

The Company determined there was no impairment of long-lived intangible assets for the years ended December 31, 2023 and 2022.

As noted above, the Company experienced a sustained decline in its market capitalization during the quarter ended June 30, 2025, which triggered the Company to perform a recoverability test for certain of its asset groups .

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 Mental Health 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 Mental Health and Gateway intangible asset groups.

The fair value of the Mental Health 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 Mental Health 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 Mental Health and Gateway intangible asset groups, respectively, during the year ended December 31, 2025.

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

The fair value measurements for the impairment of intangible assets are classified as Level 3 in the fair value hierarchy because they are based primarily upon unobservable inputs that reflect management's assumptions.

In recent years, the Company has invested in the development of internal-use software.

1 unchanged sentence

The Company expects the majority of the current in-process internal-use software projects to be completed in fiscal year 2026.

As of December 31, 2024, the Company's developed technologies have estimated remaining useful lives ranging between 5 and 12 years.

The Company's acquired trademarks and customer relationships have an estimated remaining useful life of approximately 8 years as of December 31, 2024.

The Company's internal-use software assets are amortized over the estimated useful life of the software, which is generally 3 years.

As of December 31, 2025, the Company's developed technologies have estimated remaining useful lives ranging between four and eight years .

The Company's acquired trademarks have an estimated remaining useful life of approximately seven years as of December 31, 2025.

The Company's licensed technology has an estimated remaining useful life of approximately seven years as of December 31, 2025.

The Company's internal-use software assets are amortized over the estimated useful life of the software, generally ranging between three and five years as of December 31, 2025.

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

12 unchanged sentences

Refunds payable and reserves 19.9 19.9

Short-term contingent consideration — 3.1

Accrued royalties 4.7 6.5

Legal settlement

Lease termination accrual 3.8 4.4

Escrow liability

11 unchanged sentences

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").

On October 31, 2023, the Company entered into an amendment to the ABL Facility to increase the maximum principal amount of the available revolving line of credit by $ 25.0 million for a total maximum principal commitment of $ 115.0 million under the ABL Facility, which was effected through a new commitment provided by a new lender, Goldman Sachs Bank USA.

The ABL Facility matures on June 30, 2026.

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 $ 39.6 million and $ 38.5 million under the ABL Facility at December 31, 2024 and December 31, 2023, respectively, net of $ 0.9 million and $ 1.5 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 and its subsidiaries.

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 December 31, 2024 was 7.8 %.

The interest rate for borrowings under the ABL Facility as of December 31, 2023 was 9.75 %.

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 and its subsidiaries' 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 December 31, 2024, availability under the ABL Facility was $ 56.0 million.

For the years ended December 31, 2024 and December 31, 2023, 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.

OTHER LONG-TERM LIABILITIES

The Company's other long-term liabilities were as follows:

The Company's long-term debt at December 31, 2025 consisted of the following amounts:

Years Ended December 31,

(in millions) 2025 2024

Contingent consideration $ — $ 2.3

Escrow liability — 7.5

Legal settlements — 24.0

Other 2.2 7.5

Total other long-term liabilities $ 2.2 $ 41.3

On October 23, 2023 (the "Effective Date"), the Company and Ravgen, Inc.

("Ravgen") entered into a settlement agreement pursuant to which the parties agreed to settle a pending lawsuit.

Pursuant to the terms of the settlement agreement, the Company agreed to pay Ravgen a minimum of $ 12.8 million in three installment payments of $ 5 million, $ 5 million, and $ 2.8 million on or before October 31, 2023, October 31, 2024, and October 31, 2025, respectively.

The Company also agreed to pay Ravgen $ 21.3 million in five annual installments beginning no earlier than January 1, 2026 if Ravgen successfully concluded in its favor all of Ravgen's litigations and patent reexaminations pending as of the Effective Date.

As of the Effective Date, the Company determined that the payment of $ 21.3 million was probable and estimable.

In the year ended December 31, 2024, based on updated information, the Company determined that the payment is no longer probable and reversed the accrual on the Consolidated Statements of Operations.

Long-term debt $ 125.0 $ 40.5

Accrued exit fee

Unamortized debt discount and issuance costs ( 8.9 ) ( 0.9 )

Total Long-term debt, net $ 119.9 $ 39.6

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.

The Credit Agreement consists of a $ 200 million term loan credit facility with an initial term loan of $ 125.0 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, subject to the timing and terms specified in the Credit Agreement, on or prior to June 30, 2027, in a maximum principal amount of $ 75.0 million (the "Credit Facility").

The Company incurred debt discounts and issuance costs totaling $ 9.4 million.

These costs are being amortized using the effective interest method.

On January 5, 2026, the Company and the Administrative Agent entered into the First Amendment to Credit Agreement for certain cash management matters.

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.

Concurrent with the new Credit Facility, the Company used $ 60.2 million of the proceeds to repay its previous debt facility, an asset-based revolving credit facility (the “ABL Facility”), in full and terminated the ABL Facility agreement.

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

All repayments are subject to the accrued exit fee.

The Company may also elect to prepay all or any portion of the amounts owed prior to the Maturity Date subject to a repayment premium, in addition to the exit fee.

Loans outstanding under the Credit Facility bear interest at a rate per annum equal to (x) the greater of the one-month Secured Overnight Financing Rate (SOFR) Rate and 2.5 % plus (y) an applicable margin of 6.5 %.

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 2.5 % 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.

Any undrawn portion of the Delayed Draw Loans is subject to a fee of 0.5 % per annum, payable each interest period, through June 30, 2027.

The interest rate for borrowings under the Credit Agreement as of December 31, 2025 was 10.4 %.

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 exit fee and 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 million and increasing quarterly to $ 974 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.

The Company was in compliance with all applicable covenants under the Credit Agreement for the year ended December 31, 2025.

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

PREFERRED AND COMMON STOCKHOLDERS' EQUITY

21 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.

Options granted to the Company's President and Chief Executive Officer as an inducement to his employment expire on August 13, 2027.

The performance and market conditions associated with PSU awards granted during the year ended December 31, 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.

3 unchanged sentences

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

During the year ended December 31, 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 2017 Plan.

The inducement awards are included in the tables below.

Stock Options

A summary of the stock option activity under the Company's inducement awards for the twelve months ended December 31, 2024 is as follows:

A summary of the stock option activity under the Company's inducement awards for the year ended December 31, 2025 is as follows:

(number of shares in millions) Number

38 unchanged sentences

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

As of December 31, 2024, 0.9 million shares of common stock were available for issuance under the Amended and Restated 2012 Purchase Plan.

As of December 31, 2025, no 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 periods reported are as follows:

23 unchanged sentences

Total deferred 1.4 ( 2.3 ) ( 4.3 )

Total income tax expense (benefit)

Total income tax (benefit) expense

$ ( 29.2 ) $ 3.8 $ 1.1

5 unchanged sentences

Total $ ( 395.1 ) $ ( 123.5 ) $ ( 262.2 )

The differences between income taxes at the statutory federal income tax rate and income taxes reported in the Consolidated Statements of Operations were as follows:

Years Ended December 31,

The table below provides the updated requirements of ASU 2023-09 for 2025.

See Note 1 - Organization and Summary of Significant Accounting Policies - Recent accounting pronouncements for additional details on the adoption of ASU 2023-09.

The effective income tax rate for the year ended December 31, 2025 differs from the statutory federal income tax rate as follows:

Year Ended December 31,

(in millions) 2025

Federal income tax benefit at the statutory rate ( 83.0 ) 21.0 %

State and local income taxes, net of federal tax effect (1)

0.6 ( 0.1 ) %

Foreign tax effects:

Other foreign jurisdictions

Statutory tax rate difference from United States 0.1 — %

Change in valuation allowance ( 0.4 ) 0.1 %

Tax credits ( 2.5 ) 0.6 %

Changes in valuation allowance 35.0 ( 8.9 ) %

Nontaxable/nondeductible items:

Incentive stock option and ESPP Expense

3.5 ( 0.9 ) %

Non-deductible officer compensation

3.0 ( 0.8 ) %

Changes in unrecognized tax benefits ( 28.2 ) 7.2 %

Impairments 39.1 ( 9.9 ) %

Other, net 3.6 ( 0.9 ) %

Total income tax benefit

( 29.2 ) 7.4 %

(1) 2025 State taxes in Louisiana, North Carolina, Alabama, Tennessee, Illinois, and New York made up the majority (greater than 50%) of the tax effect in this category.

As previously disclosed for the years ended December 31, 2024 and 2023, prior to the adoption of ASU 2023-09, the effective income tax rate differs from the statutory federal income tax rate as follows:

(in millions) 2024 2023

Federal income tax benefit at the statutory rate

$ ( 25.9 ) 21.0 % $ ( 54.9 ) 21.0 %

State income taxes, net of federal benefit ( 2.4 ) 1.9 % ( 4.1 ) 1.6 %

9 unchanged sentences

Other, net 0.9 ( 0.7 ) % 1.5 ( 0.7 ) %

Total income tax expense (benefit)

Total income tax expense

$ 3.8 ( 3.1 ) % $ 1.1 - 0.4 %

18 unchanged sentences

Total deferred tax liabilities 32.1 72.8

Net deferred tax asset (liability)

$ 0.4 $ ( 1.6 )

Net deferred tax asset

The Company incurred a loss in the current year and the two preceding years, resulting in a three-year cumulative loss.

28 unchanged sentences

Gross decreases - prior year tax positions — — ( 0.2 )

Gross decreases - statute lapse

Gross decreases - settlements ( 29.5 ) — —

Unrecognized tax benefits at end of year $ 22.1 $ 51.7 $ 48.1

Interest and penalties in year-end balance $ 8.8 $ 6.4 $ 4.1

In 2022, the Company filed a U.S.

federal tax return taking an uncertain tax position that was not recorded as a benefit or deferred tax asset in the financial statements but for which a $ 12.0 million unrecognized tax benefit has been included in the table above.

The Company believes it is reasonably possible that a decrease of up to $ 48 million in unrecognized tax benefits may be necessary within the coming year.

Interest and penalties related to uncertain tax positions are included as a component of Income tax expense (benefit) and all other interest and penalties are included as a component of Other income (expense) in the Consolidated Statements of Operations.

For the years ended December 31, 2024 and December 31, 2023, $ 32.7 million and $ 30.2 million of the unrecognized tax benefits, if recognized, would affect the effective tax rate, respectively.

The Company files U.S.

federal, foreign and state income tax returns in jurisdictions with various statutes of limitations.

The Company is currently under audit by the state of California for years ended June 30, 2017 through June 30, 2018.

Annual tax provisions include amounts considered necessary to pay assessments that may result from examination of prior year tax returns;

however, the amount ultimately paid upon resolution of issues may differ materially from the amount accrued.

federal tax return reflecting an uncertain tax position that was not recorded as a tax benefit or deferred tax asset in the financial statements.

The related unrecognized tax benefit of $ 12.5 million, however, has been included in the table above.

Interest and penalties related to uncertain tax positions are included as a component of Income tax (benefit) expense and all other interest and penalties are included as a component of Other income (expense) in the Consolidated Statements of Operations.

As of December 31, 2024, and 2023, the Company had accrued $ 8.8 million, and $ 6.4 million of interest and penalties, respectively, which are included in income tax expense.

The Company had no accrual for interest and penalties as of December 31, 2025.

For the year ended December 31, 2025, unrecognized tax benefits, if recognized, would have an immaterial effect on the effective tax rate, while for the years ended December 31, 2024, and 2023, $ 32.7 million and $ 30.2 million, respectively, of the unrecognized tax benefits, if recognized, would affect the effective tax rate.

The Company is subject to taxation in the United States and various other state and foreign jurisdictions.

As of December 31, 2025, the statutes of limitations for the assessment of federal, state, and foreign income taxes are closed for the years before 2016, 2008, and 2016, respectively.

During the year ended December 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 $ 32.5 million, of which $ 29.5 million related to a refund claim and $ 3.0 million related to the lapse of the statute of limitations.

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.

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

Based on this assessment, the new law did not have a material impact on the Company's current or net deferred tax balances.

COMMITMENTS AND CONTINGENCIES

14 unchanged sentences

Qui Tam Lawsuit

In June 2023, the Company received a civil investigative demand pursuant to the False Claims Act from the United States Department of Justice concerning whether the Company offered or paid remuneration to physicians at Carolina Urology Partners, PLLC, in exchange for referrals.

In June 2023, the Company received a civil investigative demand pursuant to the False Claims Act from the U.S.

Department of Justice concerning whether the Company offered or paid remuneration to physicians at Carolina Urology Partners, PLLC, in exchange for referrals.

The Department of Justice subsequently requested additional documentation and information during its investigation.

2 unchanged sentences

District Court for the Western District of North Carolina unsealed a qui tam complaint, filed on November 3, 2022, against Carolina Urology Partners, PLLC, and certain of its current or former physician partners, and the Company and certain of its former employees, alleging violations of the False Claims Act.

On January 21, 2025, after a multi-year investigation into the Company's alleged conduct, the United States declined to intervene.

The Company was not aware of the complaint until after it was unsealed and the Company has not been served the complaint yet.

The government declined to intervene in the case.

The Company was not aware of the complaint until after it was unsealed.

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

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

The Company leases certain office spaces, research and development laboratory facilities, and office equipment with remaining lease terms ranging from approximately one to 13 years.

These leases require monthly lease payments that may be subject to annual increases throughout the lease term.

Certain of these leases also include renewal options, which allows the Company to, at its election, renew or extend the lease for a fixed period of time.

Certain of these leases also include renewal options, which allow the Company, at its election, to renew or extend the lease for a fixed period of time.

These optional periods have not been considered in the determination of the ROU assets or lease liabilities associated with these leases when the Company did not consider it reasonably certain it would exercise the options.

The Company has continued to execute on its multi-year strategy to reset its real estate footprint.

During the year ended December 31, 2024, the Company took full possession of the remaining phases of its west Salt Lake City, Utah facility.

The Company has completed the transition of its corporate support operations and certain laboratory operations from its legacy facilities in Salt Lake City to its new facility in west Salt Lake City.

The Company plans to complete the transition of its remaining laboratory facilities to its next generation laboratory facilities in early 2025.

Additionally, during 2024, the Company amended the lease for its west Salt Lake City facility to include approximately 63,000 additional square feet of laboratory space in anticipation of future operating needs.

The Company previously amended the lease for its West Salt Lake City facility to include approximately 63,000 additional square feet of laboratory space in anticipation of future operating needs.

The lease has a term of 12 years and ends coterminous with the rest of the lease.

The amendment is expected to commence in fiscal year 2026 with future rent payments totaling $ 18.2 million.

During the year ended December 31, 2023, the Company assigned the lease for its previous corporate headquarters to a third party.

As a result, the operating ROU asset and operating lease liability associated with the lease was removed from the Company's Condensed Consolidated Balance Sheets.

As of December 31, 2024, the Company has accrued $ 3.8 million for the remaining future payments under the lease assignment agreement, which was included in Accrued liabilities in the Consolidated Balance Sheets.

Also during the year ended December 31, 2023, the Company modified the remaining lease term of certain other Salt Lake City, Utah facilities reducing the associated ROU asset and lease liability by $ 6.4 million.

The Company performed evaluations of its contracts and determined the majority of its identified leases are operating leases.

The amendment commenced in fiscal year 2026 with future rent payments totaling $ 18.2 million.

The majority of the Company's identified leases are operating leases.

For the year ended December 31, 2025, the Company incurred $ 17.3 million in operating lease costs which are included in Operating expenses in the Consolidated Statements of Operations in relation to these operating leases.

27 unchanged sentences

SEGMENT AND RELATED INFORMATION

The Company’s business is aligned with how the CODM reviews performance and makes decisions in managing the Company.

The Company’s business is aligned with how the Chief Operating Decision Maker (the "CODM") reviews performance and makes decisions in managing the Company.

The Company has identified the President and Chief Executive Officer as the CODM.

3 unchanged sentences

The significant expenses and other segment expenses presented to the CODM are at the same level as presented in Consolidated Statement Operations in these financial statements.

The Company's long-lived assets by geographical region are as follows:

(in millions) 2024 2023

Long-lived assets:

United States $ 728.1 $ 794.6

Rest of world 1.4 38.3

Total $ 729.5 $ 832.9

BUSINESS ACQUISITION

On February 1, 2024, the Company acquired from Intermountain Health select assets for an immaterial amount from its Intermountain Precision Genomics ("IPG") laboratory business, including the Precise Tumor Test, the Precise Liquid Test, and IPG's CLIA-certified laboratory in St.

George, Utah (the "Precise acquisition").

In connection with the Precise acquisition, the Company recognized a gain of $ 2.2 million, which is included in Other income in the Consolidated Statements of Operations.

On August 1, 2024, the Company completed the sale of its EndoPredict business to Eurobio Scientific ("Eurobio") for net cash consideration of $ 10.0 million, subject to customary closing adjustments.

The transaction was accounted for as a sale of business.

The Company recognized a total net loss, including transaction expenses, of $ 12.4 million during the twelve months ended December 31, 2024 in connection with this sale.

The loss is included in Goodwill and long-lived asset impairment charges on the Consolidated Statements of Operations.

The recognized loss included the release of $ 4.4 million of foreign currency translation adjustments previously included in Accumulated other comprehensive income (loss).

As part of the transaction, the Company licensed the rights from Eurobio to continue to sell EndoPredict as a laboratory developed test outside of the European Union and licensed to Eurobio the right to sell Prolaris in vitro diagnostic kits outside the U.S.

Substantially all of the Company’s long-lived assets are located in the United States.

Long-lived assets located outside the United States were not material for the periods presented.

SUPPLEMENTAL CASH FLOW INFORMATION

1 unchanged sentence

(in millions) 2025 2024 2023

Cash paid for income taxes $ 2.7 $ 1.9 $ 1.8

Cash paid for interest 8.4 1.9 1.4

3 unchanged sentences

Operating lease liabilities ( 2.2 ) ( 3.1 ) 36.7

Tenant improvement allowance not yet received — — 22.9

Purchases of Property, plant and equipment and capitalization of internal-use software in Accounts payable and Accrued liabilities

2 unchanged sentences

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 8. Financial Statements and Supplementary Data