What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-06 compared with 2025-11-04 · 122 added, 201 removed, 343 unchanged (48% of the section changed)

4 unchanged sentences

(in millions)

September 30,

2026 December 31,

8 unchanged sentences

Property, plant and equipment, net

Intangibles, net 163.1 262.4

Intangible assets, net

Goodwill 47.1 51.6

7 unchanged sentences

Total current liabilities 130.2 133.8

Unrecognized tax benefits 1.2 32.7

Long-term debt 120.3 119.9

4 unchanged sentences

Stockholders’ equity:

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

Common stock, 94.4 and 93.5 shares outstanding at March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital 1,492.6 1,489.0

Accumulated other comprehensive loss ( 0.1 ) ( 0.8 )

Accumulated other comprehensive income

Accumulated deficit ( 1,156.8 ) ( 1,122.7 )

7 unchanged sentences

Three months ended

September 30, Nine months ended

September 30,

$ 200.4 $ 195.9

$ 205.7 $ 213.3 $ 614.7 $ 627.0

Cost of revenue

61.9 63.5 184.9 192.5

143.8 149.8 429.8 434.5

Costs and expenses:

4 unchanged sentences

Total operating expenses

167.1 169.8 811.3 519.0

Operating loss ( 30.7 ) ( 29.0 )

2 unchanged sentences

Interest expense ( 4.1 ) ( 0.8 )

Other 0.4 ( 0.8 ) 0.4 0.8

Total other income (expense), net

Total other expense, net

( 3.4 ) ( 0.4 )

Loss before income tax ( 34.1 ) ( 29.4 )

Income tax expense (benefit)

1.2 0.9 ( 28.2 ) 0.4

Income tax benefit — 29.3

Net loss $ ( 34.1 ) $ ( 0.1 )

4 unchanged sentences

Basic and diluted

93.1 90.9 92.3 90.5

See accompanying notes to Condensed Consolidated Financial Statements.

1 unchanged sentence

AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive Loss (unaudited)

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

(in millions)

Three months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

Net loss $ ( 34.1 ) $ ( 0.1 )

Change in unrealized loss on available-for-sale debt securities, net of tax — — — 0.1

Change in foreign currency translation adjustment, net of tax ( 0.1 ) 0.2

Reclassification of cumulative translation adjustment to income upon sale or liquidation of certain foreign entities, net of tax — 4.4 — 5.1

Comprehensive loss $ ( 27.4 ) $ ( 18.2 ) $ ( 357.3 ) $ ( 81.1 )

Comprehensive income (loss)

$ ( 34.2 ) $ 0.1

See accompanying notes to Condensed Consolidated Financial Statements.

5 unchanged sentences

capital Accumulated

comprehensive

loss Accumulated

comprehensive income (loss)

deficit Myriad Genetics, Inc.

4 unchanged sentences

Net loss — — — ( 0.1 ) ( 0.1 )

Other comprehensive loss, net of tax

— — ( 0.5 ) — ( 0.5 )

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

Issuance of common stock under stock-based compensation plans, net of shares exchanged for withholding tax — ( 3.0 ) — — ( 3.0 )

Stock-based compensation expense — 12.4 — — 12.4

Net loss — — — ( 22.1 ) ( 22.1 )

Other comprehensive income, net of tax

— — 3.9 — 3.9

BALANCES AT SEPTEMBER 30, 2024 $ 0.9 $ 1,445.2 $ ( 0.1 ) $ ( 714.3 ) $ 731.7

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

BALANCES AT DECEMBER 31, 2025 $ 0.9 $ 1,489.0 $ 0.8 $ ( 1,122.7 ) $ 368.0

2 unchanged sentences

Net loss — — — ( 34.1 ) ( 34.1 )

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

Other comprehensive loss, net of tax — — ( 0.1 ) — ( 0.1 )

BALANCES AT MARCH 31, 2026 $ 0.9 $ 1,492.6 $ 0.7 $ ( 1,156.8 ) $ 337.4

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

Issuance of common stock under stock-based compensation plans, net of shares exchanged for withholding tax — ( 0.1 ) — — ( 0.1 )

Stock-based compensation expense — 12.2 — — 12.2

Net loss — — — ( 27.4 ) ( 27.4 )

BALANCES AT SEPTEMBER 30, 2025 $ 0.9 $ 1,486.8 $ ( 0.1 ) $ ( 1,114.8 ) $ 372.8

See accompanying notes to Condensed Consolidated Financial Statements.

3 unchanged sentences

(in millions)

Nine months ended September 30,

Three months ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

4 unchanged sentences

Stock-based compensation expense 6.5 9.5

Deferred income taxes — ( 3.0 )

Unrecognized tax benefits — ( 31.3 )

Impairment of goodwill and long-lived assets 5.4 —

Gain on termination of lease — ( 3.1 )

Gain on acquisition — ( 2.2 )

Other non-cash adjustments 1.2 0.5

11 unchanged sentences

Capitalization of intangible assets ( 1.1 ) ( 3.0 )

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

Proceeds from maturities and sales of marketable investment securities — 9.0

Net cash used in investing activities ( 6.5 ) ( 8.3 )

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 ( 2.9 ) ( 5.8 )

1 unchanged sentence

Repayment of revolving credit facility — ( 20.5 )

Proceeds from the issuance of secured long-term credit facility

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

Payment on finance leases ( 0.1 ) ( 0.1 )

Net cash provided by (used in) financing activities 72.4 ( 9.5 )

Net cash (used in) provided by financing activities

Effect of foreign exchange rates on cash, cash equivalents, and restricted cash ( 0.1 ) 0.1

Net increase (decrease) in cash, cash equivalents, and restricted cash

Net decrease in cash, cash equivalents, and restricted cash

( 25.3 ) ( 10.9 )

5 unchanged sentences

Myriad Genetics, Inc.

(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.

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.

The Company 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 healthcare costs.

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

8 unchanged sentences

Recent Accounting Pronouncements

In September 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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 Accounting Standards Codification ("ASC") 350-40, Internal-Use Software Accounting & Capitalization .

In September 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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 Accounting Standards Codification ("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.

6 unchanged sentences

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

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 expects to include expanded income tax disclosures in its upcoming Annual Report on Form 10-K, including enhanced disaggregation of the effective tax rate reconciliation and income taxes paid by jurisdiction.

Reclassifications

Certain prior period amounts have been reclassified to conform with the current period presentation.

The reclassifications have no impact on the Company's total assets, total liabilities, stockholders' equity, net loss, or cash flows from operations.

The Company primarily generates revenue by performing molecular diagnostic testing.

The reclassifications have no impact on the Company's total assets, total liabilities, stockholders' equity, net loss, comprehensive income (loss) or cash flows.

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

Cancer Care Continuum (MyRisk, BRACAnalysis CDx, MyChoice CDx, Prolaris, Precise Tumor, and Precise MRD), Prenatal Health (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.

During the current period, the Company updated the presentation of its product categories.

Certain products previously presented within separate Hereditary Cancer and Tumor Profiling categories are now collectively reported within the Cancer Care Continuum category.

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 September 30,

(in millions) U.S.

RoW Total U.S.

Hereditary Cancer $ 81.8 $ 11.2 $ 93.0 $ 78.4 $ 12.1 $ 90.5

Tumor Profiling 26.7 2.8 29.5 26.5 5.1 31.6

Prenatal 44.5 — 44.5 43.4 0.1 43.5

Pharmacogenomics 38.7 — 38.7 47.7 — 47.7

Total revenue $ 191.7 $ 14.0 $ 205.7 $ 196.0 $ 17.3 $ 213.3

Nine months ended September 30,

Three months ended March 31,

(in millions) U.S.

RoW Total U.S.

Hereditary Cancer $ 241.8 $ 33.8 $ 275.6 $ 235.6 $ 34.5 $ 270.1

Tumor Profiling 81.0 9.2 90.2 77.1 18.0 95.1

Prenatal 141.2 0.2 141.4 131.7 0.5 132.2

Pharmacogenomics 107.5 — 107.5 129.6 — 129.6

Cancer Care Continuum $ 106.8 $ 13.4 $ 120.2 $ 101.4 $ 14.2 $ 115.6

Prenatal Health 41.9 — 41.9 49.2 0.1 49.3

Mental Health 38.3 — 38.3 31.0 — 31.0

Total revenue $ 187.0 $ 13.4 $ 200.4 $ 181.6 $ 14.3 $ 195.9

2 unchanged sentences

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 Loss.

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 and nine months ended September 30, 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 three and nine months ended September 30, 2024, the Company recognized $ 8.6 million and $ 20.3 million, respectively, in revenue for tests in which the performance obligation was met in a prior period, 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.

During the three months ended March 31, 2026 and 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.

FAIR VALUE MEASUREMENTS

7 unchanged sentences

Level 3—unobservable inputs.

The carrying amounts of certain financial instruments—including cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses—approximates their fair values due to their short-term maturities.

Additionally, the carrying value of our long-term debt as of September 30, 2025, approximates its fair value because the debt’s floating interest rate is consistent with prevailing market rates.

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

Additionally, the carrying value of our long-term debt as of March 31, 2026, approximates its fair value due to the debt’s floating interest rate based on 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;

see Note 5, "Goodwill and Intangible Assets" for further discussion.

PROPERTY, PLANT AND EQUIPMENT, NET

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

(in millions) September 30,

The property, plant and equipment at March 31, 2026 and December 31, 2025 were as follows:

(in millions) March 31,

2026 December 31,

7 unchanged sentences

Three months ended

September 30, Nine months ended

September 30,

(in millions) 2026 2025

1 unchanged sentence

GOODWILL AND INTANGIBLE ASSETS

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

The changes in the carrying amount of goodwill for the three months ended March 31, 2026 are as follows:

(in millions) Total

2 unchanged sentences

Ending balance $ 47.1

During the nine months ended September 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.

During the three months ended March 31, 2026, the Company experienced a sustained decline in its share price and market capitalization and identified this decline as a triggering event that required an interim goodwill impairment test.

In response to the triggering event, the Company estimated the fair values of each of its reporting units as of March 31, 2026 using both the market approach, applying an observable multiple of revenue based on guideline public companies, and the income approach.

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 % for the Women's Health reporting unit.

The Company corroborated the reasonableness of the estimated reporting unit fair values by reconciling the values to the Company's 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 nine months ended September 30, 2025, 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.

The remaining goodwill value 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.

As a result of the impairment test, during the three months ended March 31, 2026, the Company recognized a goodwill impairment charge of $ 4.5 million attributable to the Women's Health reporting unit, reducing the carrying value of goodwill for the reporting unit to its estimated fair value of zero .

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

The Company determined that the goodwill balances for the Mental Health and International reporting units were not impaired.

The remaining goodwill value of $ 47.1 million consists of $ 29.8 million for the Mental Health reporting unit and $ 17.3 million for the International reporting unit.

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

4 unchanged sentences

Amortization Net

At September 30, 2025

At March 31, 2026

Developed technologies $ 475.0 $ ( 358.7 ) $ 116.3

4 unchanged sentences

Total intangible assets $ 512.0 $ ( 366.3 ) $ 145.7

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.

(in millions) Gross

8 unchanged sentences

Total intangible assets $ 511.9 $ ( 358.5 ) $ 153.4

As noted above, the Company experienced a sustained decline in its market capitalization during the three months ended June 30, 2025, which triggered the Company to perform a recoverability test for certain of its asset groups during that 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 nine-month period ended September 30, 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 intangibles assets are classified as Level 3 in the fair value hierarchy because they are 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

September 30, Nine months ended

September 30,

(in millions) 2026 2025

1 unchanged sentence

ACCRUED LIABILITIES

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

(in millions) September 30,

The Company's accrued liabilities at March 31, 2026 and December 31, 2025 were as follows:

(in millions) March 31,

2026 December 31,

3 unchanged sentences

Accrued royalties 4.7 4.7

Escrow liability

Other accrued liabilities 20.1 15.4

1 unchanged sentence

LONG-TERM DEBT

The Company's long-term debt at September 30, 2025 consisted of the following amounts:

(in millions) September 30, 2025

The Company's long-term debt at March 31, 2026 and December 31, 2025 consisted of the following amounts:

(in millions) March 31,

2026 December 31,

Long-term debt $ 125.0 $ 125.0

2 unchanged sentences

Total long-term debt, net

$ 120.3 $ 119.9

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 $ 200.0 million term loan credit facility with an initial term loan o f $ 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 on or prior to June 30, 2027, in a maximum principal amount of $ 75.0 million (the "Credit Facility").

The Credit Agreement consists of a $ 200.0 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.

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 proceeds of the Credit Facility were used to repay and terminate the Company's previous borrowing, with the remainder designated for working capital needs and general corporate purposes.

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

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

1 unchanged sentence

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 % .

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 (S OFR) 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 amount of the Delayed Draw Loans bears a fee of 0.5 % based on the amount that remains undrawn through June 30, 2027.

The interest rate for borrowings under the Credit Agreement as of September 30, 2025 was 10.8 %.

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

The interest rate for borrowings under the Credit Agreement as of March 31, 2026 and December 31, 2025 were 10.2 % and 10.4 %, respectively.

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

7 unchanged sentences

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.

As of September 30, 2025, the Company was in compliance with all covenants under the Credit Agreement.

The Company was in compliance with all applicable covenants under the Credit Agreement for the three months ended March 31, 2026.

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 September 30, 2025.

There were no shares of preferred stock outstanding at March 31, 2026.

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

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

There were 94.4 million shares of common stock issued and outstanding at March 31, 2026.

Shares of Common Stock Issued and Outstanding

Nine months ended

September 30,

A summary of the changes in the issued and outstanding common stock for the three months ended March 31, 2026 and 2025 is as follows:

Three months ended

(in millions) 2026 2025

7 unchanged sentences

Three months ended

September 30, Nine months ended

September 30,

(in millions) 2026 2025

5 unchanged sentences

Three months ended

September 30, Nine months ended

September 30,

(in millions) 2026 2025

2 unchanged sentences

On November 30, 2017, the Company’s stockholders approved the adoption of the 2017 Employee, Director and Consultant Equity Incentive Plan (as amended, the “2017 Plan”).

The 2017 Plan allows the Company, under the direction of the Compensation and Human Capital Committee (the "CHCC") of the Board of Directors of the Company, to make grants of restricted and unrestricted stock and stock unit awards to employees, consultants and directors.

The 2017 Plan allows the Company, under the direction of the Compensation and Human Capital Committee (the "CHCC") of the Company's Board of Directors, to make grants of restricted and unrestricted stock and stock unit awards to employees, consultants and directors.

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

As of March 31, 2026, the Company had 1.9 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.

On March 26, 2026, the Company's Board of Directors approved, subject to stockholder approval at the Company's Annual Meeting of Stockholders to be held on June 4, 2026 (the "2026 Annual Meeting"), the adoption of the 2026 Employee, Director and Consultant Equity Incentive Plan (the "2026 Plan").

The 2026 Plan provides for the issuance of up to 6.4 million shares of common stock, plus any shares of common stock that remain available for future grants under the 2017 Plan as of the date of the 2026 Annual Meeting that will be rolled over and become available for issuance under the 2026 Plan, up to an aggregate maximum of approximately 8.6 million shares.

The 2026 Plan may also include up to a maximum of approximately 8.7 million shares of common stock that are currently subject to outstanding RSU awards under the 2017 Plan, to the extent such awards are forfeited, expire, or are cancelled without the delivery of shares on or after the date of the 2026 Annual Meeting.

Upon stockholder approval of the 2026 Plan, no further awards will be granted under the 2017 Plan.

The number of shares, terms, and vesting periods are generally determined by the Company’s Board of Directors or the CHCC on an award-by-award basis.

2 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 nine months ended September 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 nine months ended September 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 nine months ended September 30, 2025 is as follows:

A summary of the stock option activity for the three months ended March 31, 2026 is as follows:

(number of shares in millions) Number

1 unchanged sentence

Options outstanding at December 31, 2025 0.7 $ 13.38

Options outstanding at September 30, 2025 0.7 $ 13.38

Options exercisable at September 30, 2025 0.5 $ 13.38

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

There were no options granted during the nine months ended September 30, 2025.

Options outstanding at March 31, 2026 0.7 $ 13.38

Options exercisable at March 31, 2026 0.5 $ 13.38

As of March 31, 2026, there was no unrecognized stock-based compensation expense associated with the Company's outstanding stock options.

There were no options granted during the three months ended March 31, 2026.

Restricted Stock Units

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

A summary of the RSU awards activity under the Company’s equity plans and inducement awards, including PSU awards, for the three months ended March 31, 2026 is as follows:

(number of shares in millions) Number

4 unchanged sentences

RSUs canceled ( 0.3 ) $ 13.20

RSUs unvested and outstanding at September 30, 2025 7.5 $ 12.11

RSUs unvested and outstanding at March 31, 2026 8.9 $ 7.34

Employee Stock Purchase Plan

The Company also has an Employee Stock Purchase Plan that was initially approved by stockholders in 2012 and was amended and approved by the Board of Directors on September 23, 2021 and the stockholders of the Company on June 2, 2022 (the "Amended and Restated 2012 Purchase Plan"), under which 4.0 million shares of common stock were authorized for issuance.

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 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 September 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 nine months ended September 30, 2025 and 2024 are as follows:

Three months ended

September 30, Nine months ended

September 30,

(in millions) 2025 2024 2025 2024

Shares purchased under the plan

Plan compensation expense $ 0.1 $ 0.5 $ 0.9 $ 1.6

The Company also has an Employee Stock Purchase Plan that was initially approved by stockholders in 2012 and was amended and approved by the Company's Board of Directors on September 23, 2021 and the stockholders of the Company on June 2, 2022 (the "Amended and Restated 2012 Purchase Plan"), under which 4.0 million shares of common stock were authorized for issuance.

On March 12, 2026, the Company's Board of Directors approved an amendment to the Amended and Restated 2012 Purchase Plan that authorizes an additional 4.0 million shares of common stock for issuance thereunder, subject to obtaining stockholder approval.

The Company is seeking stockholder approval of the amendment to the Amended and Restated 2012 Purchase Plan at the 2026 Annual Meeting.

As of March 31, 2026, no shares of common stock were available for issuance under the Amended and Restated 2012 Purchase Plan.

Shares are issued under the Amended and Restated 2012 Purchase Plan twice yearly at the end of each offering 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 2026 started on December 1, 2025 and will end on June 11, 2026.

The second offering period of 2026 will begin on June 12, 2026 and will end on November 30, 2026.

No shares were purchased under the plan in the three months ended March 31, 2026 or 2025.

No compensation expense has been recognized in the three months ended March 31, 2026 related to the Amended and Restated 2012 Purchase Plan.

Compensation expense was $ 0.5 million during the three months ended March 31, 2025 related to the Amended and Restated 2012 Purchase Plan.

Stock-Based Compensation Expense

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

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

Three months ended

September 30, Nine months ended

September 30,

(in millions) 2026 2025

4 unchanged sentences

Total stock-based compensation expense $ 6.5 $ 9.5

As of September 30, 2025, there was $ 51.6 million of total unrecognized stock-based compensation expense related to RSUs that is expected to be recognized over a weighted-average period of 1.9 years.

As of March 31, 2026, there was $ 47.0 million of total unrecognized stock-based compensation expense related to RSUs that is expected to be recognized over a weighted-average period of 2.3 years.

The Company recognizes forfeitures as they occur.

2 unchanged sentences

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 September 30, 2025, the income tax expense was $ 1.2 million, or approximately ( 4.6 )% of pre-tax loss, compared to $ 0.9 million income tax expense, or approximately ( 4.2 )% of pre-tax loss, for the three months ended September 30, 2024.

For the nine months ended September 30, 2025, the income tax benefit was $ 28.2 million, or approximately 7.3 % of pre-tax loss, compared to an income tax expense of $ 0.4 million, or approximately ( 0.5 )% of pre-tax loss, for the nine months ended September 30, 2024.

For the three and nine months ended September 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 nine months ended September 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 nine months ended September 30, 2025.

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

For the three months ended March 31, 2026, the income tax expense was insignificant, or approximately 0.0 % of pre-tax loss, compared to $ 29.3 million income tax benefit, or approximately 99.7 % of pre-tax loss, for the three months ended March 31, 2025.

For the three months ended March 31, 2026, the Company’s effective tax rate differs from the U.S.

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

Due to the Company's cumulative loss and the exhaustion of future taxable income from the reversal of taxable temporary differences, the Company's estimated annual effective tax rate for the current year includes a valuation allowance against the majority of the current year increase in deferred tax assets.

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

Based on the Company's initial 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.

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

For the three months ended March 31, 2025, the Company’s effective tax rate differed 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.

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

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

Operating leases are included in Operating lease right-of-use assets, Noncurrent operating lease liabilities, and Current maturities of operating lease liabilities in the Condensed Consolidated Balance Sheets.

Finance leases are included in Other assets, Accrued liabilities, and Other long-term liabilities in the Condensed Consolidated Balance Sheets.

During 2024, the Company amended the lease for its west Salt Lake City facility to include approximately 63,000 square feet of additional 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 2026 with future rent payments totaling $ 18.2 million.

The Company previously amended the lease for its west Salt Lake City headquarters in 2024 to expand the facility in anticipation of future operating needs.

During the three months ended March 31, 2026, the Company took possession of the remaining square footage of the west Salt Lake City facility and recognized an additional $ 2.7 million right-of-use asset and corresponding lease liability, net of tenant improvement allowance not yet received of approximately $ 6.5 million.

Future rent payments associated with the expanded space are approximately $ 18.2 million.

COMMITMENTS AND CONTINGENCIES

8 unchanged sentences

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 September 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 ASC 450, Contingencies .

As of March 31, 2026, 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 ASC 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.

13 unchanged sentences

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

The Company's motion to dismiss challenges the constitutionality of the qui tam provisions of the False Claims Act.

Following the filing of the Company's motion to dismiss, the United States government elected to intervene in this case for the limited purpose of defending the constitutionality of the qui tam provisions of the False Claims Act.

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 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.

The Company has identified its President and Chief Executive Officer as its 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.

In alignment with how the CODM reviews performance and makes decisions in managing the Company, the Company has determined that it operates as a single operating segment.

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

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 significant expenses and other segment expenses presented to the CODM are at the same level as presented in the Condensed Consolidated Statements of Operations.

SUPPLEMENTAL CASH FLOW INFORMATION

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

Nine Months Ended September 30,

The Company's supplemental cash flow information for the three months ended March 31, 2026 and 2025 is as follows:

Three Months Ended March 31,

(in millions) 2026 2025

Cash paid for income taxes $ 0.9 $ 1.8

Cash paid for income taxes, net of refunds received

$ ( 11.5 ) $ 0.3

Cash paid for interest 3.3 0.5

3 unchanged sentences

Operating lease liabilities ( 2.7 ) ( 1.2 )

Tenant improvement allowance not yet received

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

Cash paid for income taxes, net of refunds received, includes $ 11.7 million in income tax refunds received during the three months ended March 31, 2026, related to the receipt of a prior-year refund claim.

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.

September 30,

(in millions) 2026 2025

2 unchanged sentences

Total cash, cash equivalents, and restricted cash $ 126.0 $ 101.0

ACCUMULATED OTHER COMPREHENSIVE LOSS

ACCUMULATED OTHER COMPREHENSIVE INCOME

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

1 unchanged sentence

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

The foreign currenc y 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:

The foreign currenc y translation adjustments are included in Accumulated other comprehensive income as a separate component of Stockholders’ equity in the Condensed Consolidated Balance Sheets.

The following table shows the cumulative translation adjustments included in Accumulated other comprehensive income:

(in millions)

1 unchanged sentence

Period translation adjustments ( 0.1 )

Ending balance September 30, 2025 $ ( 0.1 )

Ending balance March 31, 2026 $ 0.7

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