Item 5. Other Information
Item 5. OTHER INFORMATION
Amended and Restated Bylaws
On August 5, 2025, our Board approved and adopted the Company’s Third Amended and Restated Bylaws (the “Bylaws”), which became effective immediately. The Bylaws supersede and replace in their entirety the Company’s Second Amended and Restated Bylaws in effect immediately prior to effectiveness of the Bylaws.
The Bylaws, among other things:
• amend the advanced notice provisions of the Bylaws by changing the existing deadline for the submission of notices of director nominations and business proposals submitted by stockholders to provide that submissions must be made between 120 and 90 days before the anniversary date of the previous year’s annual meeting, subject to limited exceptions;
• clarify that stockholder proposals and nominations shall only be considered for annual meetings of stockholders and not special meetings of stockholders; and
• incorporate certain other administrative, technical, clarifying and conforming changes.
As a result of the changes to the advance notice provisions discussed herein and reflected in the Bylaws, any stockholder who wishes to submit a matter (other than a stockholder proposal brought in accordance with SEC Rule 14a-8) for consideration at the 2026 annual meeting of stockholders, including any stockholder proposal or director nomination, must submit the matter to the Company, in writing, to be received by the Secretary of the Company no later than 5:00 p.m. Eastern Time on February 13, 2026 and no earlier than 5:00 p.m. Eastern Time on January 14, 2026. The notice of such matter must contain the information and adhere to the procedures required by the Bylaws. This updated window for submissions amends the deadlines for stockholder proposals and director nominations previously disclosed in the Company’s 2025 proxy statement filed on April 4, 2025 and made available or mailed to stockholders on that date.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Rule 10b5-1 Trading Plans
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The disclosure set forth in Part II - Item 2 above is incorporated herein by reference.
During the three months ended June 30, 2025, none of our directors or officers adopted , amended, or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Item 6. EXHIBITS
Exhibit
Number Exhibit
3.2* Third Amended and Restated Bylaws of OraSure Technologies, Inc. as of August 5, 2025.
10.1 A mended and Restated OraSure Technologies, Inc. 2000 Stock Award Plan is incorporated by reference to Exhibit 10.1 to the Company's Current Repo rt on Form 8-K filed on May 14, 2025.
31.1* Certification of Carrie Eglinton-Manner required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended.
31.2* Certification of Kenneth J. McGrath required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended.
32.1*+ Certification of Carrie Eglinton-Manner required by Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*+ Certification of Kenneth J. McGrath required by Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .
101.INS Inline XBRL Instance Document – the Instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page from Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in exhibits 101).
______________________
* Filed herewith
+ This certification is deemed not filed for purposes of section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
ORASURE TECHNOLOGIES, INC.
/s/ Kenneth J. McGrath
Date: August 6, 2025
Kenneth J. McGrath
Chief Financial Officer
(Principal Financial Officer)
/s/Michele M. Anthony
Date: August 6, 2025
Michele M. Anthony
Senior Vice President, Controller and Chief Accounting Officer
(Principal Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.