What changed in this filing

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Item 1. Financial Statements

2026-07-31 compared with 2026-05-06 · 125 added, 92 removed, 373 unchanged (37% of the section changed)

30 unchanged sentences

Stockholders’ equity:

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

Common stock, 95.6 and 93.5 shares outstanding at June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital 1,502.1 1,489.0

9 unchanged sentences

Three months ended

June 30, Six months ended

2026 2025 2026 2025

$ 190.7 $ 213.1 $ 391.1 $ 409.0

Cost of revenue

63.7 61.3 126.5 123.0

127.0 151.8 264.6 286.0

Costs and expenses:

4 unchanged sentences

Total operating expenses

165.9 481.0 334.2 644.2

Operating loss ( 38.9 ) ( 329.2 ) ( 69.6 ) ( 358.2 )

2 unchanged sentences

Interest expense ( 4.1 ) ( 1.5 ) ( 8.2 ) ( 2.3 )

Other — ( 0.1 ) — —

Total other expense, net

1 unchanged sentence

Loss before income tax ( 42.6 ) ( 330.6 ) ( 76.7 ) ( 360.0 )

Income tax benefit — 29.3

Income tax expense (benefit) 0.6 ( 0.1 ) 0.6 ( 29.4 )

Net loss $ ( 43.2 ) $ ( 330.5 ) $ ( 77.3 ) $ ( 330.6 )

4 unchanged sentences

Basic and diluted

94.8 92.5 94.2 92.0

See accompanying notes to Condensed Consolidated Financial Statements.

1 unchanged sentence

AND SUBSIDIARIES

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

Condensed Consolidated Statements of Comprehensive Loss (unaudited)

(in millions)

Three months ended

June 30, Six months ended

2026 2025 2026 2025

Net loss $ ( 43.2 ) $ ( 330.5 ) $ ( 77.3 ) $ ( 330.6 )

Change in foreign currency translation adjustment, net of tax 0.1 0.5 — 0.7

Comprehensive income (loss)

$ ( 34.2 ) $ 0.1

Comprehensive loss $ ( 43.1 ) $ ( 330.0 ) $ ( 77.3 ) $ ( 329.9 )

See accompanying notes to Condensed Consolidated Financial Statements.

14 unchanged sentences

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

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

Stock-based compensation expense — 10.7 — — 10.7

Net loss — — — ( 330.5 ) ( 330.5 )

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

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

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

4 unchanged sentences

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 0.1 2.3 — — 2.4

Stock-based compensation expense — 7.2 — — 7.2

Net loss — — — ( 43.2 ) ( 43.2 )

Other comprehensive income, net of tax — — 0.1 — 0.1

BALANCES AT JUNE 30, 2026 $ 1.0 $ 1,502.1 $ 0.8 $ ( 1,200.0 ) $ 303.9

See accompanying notes to Condensed Consolidated Financial Statements.

3 unchanged sentences

(in millions)

Three months ended March 31,

Six months ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

10 unchanged sentences

Trade accounts receivable 5.7 ( 15.4 )

Inventory 2.7 ( 0.9 )

Prepaid taxes 10.2 2.1

8 unchanged sentences

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from common stock issued under stock-based compensation plans 2.8 2.7

Payment of tax withheld for common stock issued under stock-based compensation plans ( 3.3 ) ( 5.8 )

28 unchanged sentences

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 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.

1 unchanged sentence

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 makes targeted modifications 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 as well as modifying website development costs guidance.

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

6 unchanged sentences

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, comprehensive income (loss) or cash flows.

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

Cancer Care Continuum (MyRisk, BRACAnalysis CDx, MyChoice CDx, Prolaris + AI, Precise Tumor, and Precise MRD), Prenatal Health (Foresight, Prequel, FirstGene and SneakPeek), and Mental Health (GeneSight).

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

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 March 31,

Three Months Ended June 30,

(in millions) U.S.

4 unchanged sentences

Total revenue $ 177.5 $ 13.2 $ 190.7 $ 198.2 $ 14.9 $ 213.1

Six months ended June 30,

(in millions) U.S.

RoW Total U.S.

Cancer Care Continuum $ 207.7 $ 26.6 $ 234.3 $ 214.3 $ 29.0 $ 243.3

Prenatal Health 81.7 — 81.7 96.7 0.2 96.9

Mental Health 75.1 — 75.1 68.8 — 68.8

Total revenue $ 364.5 $ 26.6 $ 391.1 $ 379.8 $ 29.2 $ 409.0

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

1 unchanged sentence

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

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

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

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

During the three months ended March 31, 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.

During the three and six months ended June 30, 2026, the Company recognized $ 11.0 million and $ 8.0 million in reductions to revenue, respectively, for tests in which the performance obligation of delivering the test results was met in prior periods.

During the three and six months ended June 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.

FAIR VALUE MEASUREMENTS

8 unchanged sentences

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.

Additionally, the carrying value of our long-term debt as of June 30, 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;

1 unchanged sentence

PROPERTY, PLANT AND EQUIPMENT, NET

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

(in millions) March 31,

The property, plant and equipment at June 30, 2026 and December 31, 2025 were as follows:

(in millions) June 30,

2026 December 31,

7 unchanged sentences

Three months ended

June 30, Six months ended

(in millions) 2026 2025 2026 2025

1 unchanged sentence

GOODWILL AND INTANGIBLE ASSETS

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

The change in the carrying amount of goodwill for the six months ended June 30, 2026 is as follows:

(in millions) Total

2 unchanged sentences

Ending balance $ 47.1

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.

A sustained decline in the Company's share price and market capitalization during the first quarter of 2026 was identified as a triggering event requiring an interim goodwill impairment test.

As a result, the fair value of each reporting unit was estimated as of March 31, 2026 using the market approach, based on observable revenue multiples of 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.

5 unchanged sentences

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.

No goodwill impairment charges were recognized during the three months ended June 30, 2026.

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

4 unchanged sentences

Amortization Net

At March 31, 2026

At June 30, 2026

Developed technologies $ 475.0 $ ( 365.2 ) $ 109.8

16 unchanged sentences

Three months ended

June 30, Six months ended

(in millions) 2026 2025 2026 2025

1 unchanged sentence

ACCRUED LIABILITIES

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

(in millions) March 31,

The Company's accrued liabilities at June 30, 2026 and December 31, 2025 were as follows:

(in millions) June 30,

2026 December 31,

6 unchanged sentences

LONG-TERM DEBT

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

(in millions) March 31,

The Company's long-term debt at June 30, 2026 and December 31, 2025 consisted of the following amounts:

(in millions) June 30,

2026 December 31,

5 unchanged sentences

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 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.

3 unchanged sentences

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

All r epayments are subject to the accrued exit fee.

All r epayments are subject to an 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.

2 unchanged sentences

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 interest rates for borrowings under the Credit Agreement as of June 30, 2026 and December 31, 2025 were 10.1 % 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.

6 unchanged sentences

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 three months ended March 31, 2026.

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 of 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 as of June 30, 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 March 31, 2026.

There were no shares of preferred stock outstanding at June 30, 2026.

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

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

There were 95.6 million shares of common stock issued and outstanding at June 30, 2026.

Shares of Common Stock Issued and Outstanding

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

A summary of the changes in the issued and outstanding common stock for the six months ended June 30, 2026 and 2025 is as follows:

Six months ended

(in millions) 2026 2025

Beginning common stock issued and outstanding 93.5 91.3

Common stock issued upon exercise of options, vesting of restricted stock units, and purchases under employee stock purchase plan 0.9 0.9

Common stock issued upon exercise of options, vesting of restricted stock units, and purchases under employee stock purchase plan, net of shares exchanged for withholding tax 2.1 1.8

Common stock issued and outstanding at end of period 95.6 93.1

1 unchanged sentence

Diluted earnings per share is computed based on the weighted-average number of shares of common stock, including the dilutive effect of common stock equivalents, outstanding.

In periods when the Company has a net loss, stock awards are excluded from the calculation of diluted net loss per share as their inclusion would have an antidilutive effect.

In periods when the Company has a net loss, stock awards are excluded from the calculation of diluted net loss per share as their inclusion would have an anti-dilutive effect.

The following is a reconciliation of the denominators of the basic and diluted earnings per share (“EPS”) computations:

Three months ended

June 30, Six months ended

(in millions) 2026 2025 2026 2025

5 unchanged sentences

Three months ended

June 30, Six months ended

(in millions) 2026 2025 2026 2025

1 unchanged sentence

STOCK-BASED COMPENSATION

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 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 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.

On June 4, 2026, the Company's stockholders approved the adoption of the 2026 Employee, Director and Consultant Equity Incentive Plan (the "2026 Plan") which replaced the 2017 Employee, Director and Consultant Equity Incentive Plan (the "2017 Plan") as the Company's equity incentive plan for future awards.

The 2026 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 stock options, stock grants, and stock-based awards, including restricted stock unit awards and stock appreciation rights, to employees, consultants and directors.

The 2026 Plan provides for the issuance of up to approximately 8.5 million shares of common stock, which includes shares of common stock that were available for future grants under the 2017 Plan as of June 4, 2026.

In addition, any shares subject to awards granted under the 2017 Plan that are forfeited, expire, or are cancelled without the delivery of shares on or after June 4, 2026, up to an aggregate maximum of approximately 8.7 million shares of common stock, will become available for issuance under the 2026 Plan.

Following stockholder approval of the 2026 Plan, no further awards will be granted under the 2017 Plan, although outstanding awards under the 2017 Plan remain in effect subject to the terms of the 2017 Plan and the individual awards.

As of June 30, 2026, the Company had 5.8 million shares of common stock available for grant under the 2026 Plan.

Shares subject to RSUs granted under the 2026 Plan that are cancelled or forfeited without the issuance of shares will again become available for issuance under the 2026 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.

RSUs granted to employees generally vest either ratably over three or four years or as cliff vesting after three years either on the anniversary of the date on which the RSUs were granted or during the month in which such anniversary dates occur.

RSUs granted to employees generally vest either ratably over three or four years or cliff vest after three years , either on the anniversary of the date on which the RSUs were granted or during the month in which such anniversary dates occur.

The number of performance RSUs ("PSUs") awarded to certain employees may be increased or reduced based on certain additional performance and market metrics.

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 as part of the Company's compensation program during the three months ended June 30, 2026 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 revenue, adjusted earnings per share, and relative total stockholder return is January 1, 2026 through December 31, 2028.

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

To the extent the performance conditions for 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 is recognized over the performance period.

Stock Options

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

A summary of the stock option activity for the six months ended June 30, 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 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.

Options canceled or expired ( 0.2 ) 13.38

Options outstanding at June 30, 2026 0.5 $ 13.38

Options exercisable at June 30, 2026 0.5 $ 13.38

As of June 30, 2026, there was no unrecognized stock-based compensation expense associated with the Company's outstanding stock options.

There were no options granted during the six months ended June 30, 2026.

Restricted Stock Units

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:

A summary of the RSU awards activity under the Company’s equity plans and inducement awards, including PSU awards, for the six months ended June 30, 2026 is as follows:

(number of shares in millions) Number

4 unchanged sentences

RSUs canceled ( 1.1 ) $ 4.92

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

RSUs unvested and outstanding at June 30, 2026 10.8 $ 7.05

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 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.

The Company also has an Employee Stock Purchase Plan that was initially approved by stockholders in 2012.

Stockholders have subsequently approved amendments to the plan, including most recently at the Company's annual meeting of stockholders held on June 4, 2026, where stockholders approved an amendment to the plan to increase the aggregate number of authorized shares of common stock for issuance under the plan by 4.0 million shares (as amended, 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 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 2026 started on December 1, 2025 and ended on June 11, 2026.

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

As of June 30, 2026, 3.3 million shares of common stock were available for issuance under the Amended and Restated 2012 Purchase Plan.

Shares purchased under, and compensation associated with, the Amended and Restated 2012 Purchase Plan for the three and six months ended June 30, 2026 and 2025 are as follows:

Three months ended

June 30, Six months ended

(in millions) 2026 2025 2026 2025

Shares purchased under the plan

0.7 0.7 0.7 0.7

Plan compensation expense $ 2.1 $ 0.3 $ 2.1 $ 0.8

Stock-Based Compensation Expense

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

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

Three months ended

June 30, Six months ended

(in millions) 2026 2025 2026 2025

4 unchanged sentences

Total stock-based compensation expense $ 7.2 $ 10.7 $ 13.7 $ 20.2

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.

As of June 30, 2026, there was $ 54.7 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 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.

For the three months ended June 30, 2026, income tax expense was $ 0.6 million, or approximately ( 1.4 )% of pre-tax loss, compared to $ 0.1 million income tax benefit, or approximately 0.0 % of pre-tax loss, for the three months ended June 30, 2025.

For the six months ended June 30, 2026, income tax expense was $ 0.6 million, or approximately ( 0.78 )% of pre-tax loss, compared to an income tax benefit of $ 29.4 million, or approximately 8.2 % of pre-tax loss, for the six months ended June 30, 2025.

For the three and six months ended June 30, 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 current year increase in deferred tax assets.

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 .

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

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

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

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

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

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

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

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

1 unchanged sentence

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.

During the six months ended June 30, 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 a tenant improvement allowance not yet received of approximately $ 6.5 million.

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

7 unchanged sentences

The Company assesses legal contingencies to determine the degree of probability and range of possible loss for potential accrual and disclosure in its financial statements.

When evaluating legal contingencies, the Company may be unable to provide a meaningful estimate due to a number of factors, including the proceedings may be in early stages, there may be uncertainty as to the outcome of pending appeals or motions, there may be significant factual issues to be resolved, and there may be complex or novel legal theories to be presented.

When evaluating legal contingencies, the Company may be unable to provide a meaningful estimate due to a number of factors, including that the proceedings may be in early stages, there may be uncertainty as to the outcome of pending appeals or motions, there may be significant factual issues to be resolved, and there may be complex or novel legal theories to be presented.

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

As of March 31, 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 .

As of June 30, 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.

8 unchanged sentences

On January 22, 2025, the U.S.

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 A ct.

The government declined to intervene in the case.

4 unchanged sentences

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.

On July 9, 2026, the Court denied the Company's motion to dismiss except with respect to one count alleging violation of 31 U.S.C.

§ 3729(a)(1)(G), on which count the Company's motion to dismiss was granted.

The litigation remains ongoing.

SEGMENT REPORTING AND RELATED INFORMATION

5 unchanged sentences

SUPPLEMENTAL CASH FLOW INFORMATION

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,

The Company's supplemental cash flow information for the six months ended June 30, 2026 and 2025 is as follows:

Six Months Ended June 30,

(in millions) 2026 2025

14 unchanged sentences

Total cash, cash equivalents, and restricted cash $ 116.8 $ 83.7

ACCUMULATED OTHER COMPREHENSIVE INCOME

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 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)

Ending balance December 31, 2025 $ 0.8

Period translation adjustments ( 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