What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-19 compared with 2025-02-27 · 448 added, 420 removed, 1065 unchanged (45% of the section changed)

1 unchanged sentence

Index of Consolidated Financial Statements and Schedule

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Report of Independent Registered Public Accounting Firm (PCAOB ID No.

Consolidated Balance Sheets

Consolidated Statements of (Loss) Income

Consolidated Statements of Loss

Consolidated Statements of Comprehensive (Loss) Income

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors

QuidelOrtho Corporation:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of QuidelOrtho Corporation and subsidiaries (the Company) as of December 28, 2025, the related consolidated statements of loss, comprehensive (loss) income, stockholders’ equity, and cash flows for the year ended December 28, 2025, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 28, 2025, and the results of its operations and its cash flows for the year ended December 28, 2025, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 28, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 18, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

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

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

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

Allowance for contractual rebates

As discussed in Notes 1 and 6 to the consolidated financial statements, the Company records revenues from product sales net of contractual rebates that are estimated at the time of sale.

As of December 28, 2025, the Company recognized an allowance for contractual rebates of $28.7 million for certain rebates which are dependent on estimated rebate percentages that vary based on end-user sales mix.

We identified the evaluation of the allowance for contractual rebates as a critical audit matter.

Evaluating the allowance for contractual rebates required challenging auditor judgment because the estimated rebate percentages are dependent on forecasted end-user sales mix and customer contractual terms.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s rebate allowance process, including controls related to the assessment of the estimated rebate percentages.

To determine historical rebate percentages, we evaluated historical rebate payments based on historical end-user sales mix.

We developed an independent expectation of the allowance for contractual rebates using a combination of the historical rebate percentages, Company internal data, executed contracts, and third-party data and compared our estimate to the amount recorded by the Company.

Goodwill impairment assessment

As discussed in Notes 1 and 8 to the consolidated financial statements, the Company evaluates goodwill at the reporting unit level for impairment on an annual basis on the first day of the fourth quarter of the fiscal year, or whenever events or changes in circumstances occur that indicate that the fair value of a reporting unit is below its carrying amount.

In performing its interim goodwill impairment assessment, reporting unit fair values were estimated by management using a weighting of the discounted cash flow method and guideline public company method.

During the year ended December 28, 2025, the Company recognized a goodwill impairment charge of $700.7 million for the Europe, Middle East, and Africa (EMEA), China, and Latin America reporting units, which represented a full impairment of the goodwill allocated to these reporting units.

We identified the evaluation of the fair value of the EMEA, China, and Latin America reporting units used in its goodwill impairment assessment as a critical audit matter.

Subjective auditor judgment was required to evaluate the discount rates, projected future revenue growth rates, and EBITDA margins used in the Company’s estimate of the fair value of its reporting units.

Changes in the discount rates, projected future revenue growth rates, and EBITDA margins would have had a significant impact on the fair value of the reporting units.

Additionally, the evaluation of the discount rates required the involvement of professionals with specialized skills and knowledge.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s goodwill impairment assessment process.

This included controls related to the Company’s selection of discount rates, projected future revenue growth rates, and EBITDA margins.

To evaluate the projected future revenue growth rates and EBITDA margins used in the estimate, we assessed the historical accuracy of the forecasted financial results by comparing historical forecasts to actual results.

We also compared the projected future revenue growth rates and EBITDA margins to ranges that were developed using publicly available market data for comparable entities.

In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in evaluating the discount rates used by management by comparing them to a range of independently developed discount rates using publicly available market data for comparable companies.

We have served as the Company’s auditor since 2025.

Short Hills, New Jersey

February 18, 2026

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of QuidelOrtho Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of QuidelOrtho Corporation (the Company) as of December 29, 2024 and December 31, 2023, the related consolidated statements of (loss) income, comprehensive (loss) income, stockholders’ equity and cash flows for each of the three years in the period ended December 29, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 29, 2024 and December 31, 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 29, 2024, in conformity with U.S.

We have audited the accompanying consolidated balance sheet of QuidelOrtho Corporation (the Company) as of December 29, 2024, the related consolidated statements of loss, comprehensive (loss) income, stockholders’ equity and cash flows for each of the two years in the period ended December 29, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 29, 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 29, 2024, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 29, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 27, 2025 expressed an adverse opinion thereon.

Basis for Opinion

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

Critical Audit Matters

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

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

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

Allowance for contractual rebates

Description of the Matter As described in Note 1 and Note 7 to the consolidated financial statements, the Company records revenues from product sales net of contractual rebates that are estimated at the time of sale.

As of December 29, 2024, the Company recognized an allowance on accounts receivable of $ 39.8 million for rebates which are dependent on estimated rebate percentages that vary based on end-user sales mix.

Auditing the Company’s allowance for contractual rebates is especially challenging because the estimate is based upon a high volume of data including inputs from third-party sources.

In addition, the allowance for contractual rebates involves estimating rebate percentages which are dependent on estimated end-user sales mix and customer contractual terms, which vary across customers.

How We Addressed the Matter in Our Audit

To test the allowance for contractual rebates, our audit procedures included, among others, a retrospective analysis of the allowance for contractual rebates compared to actual rebate claims received and performance of analytical procedures and sensitivity analyses over the Company's significant inputs.

We tested the underlying data used in management's calculations for accuracy and completeness, which included inspection of source data supporting distributor inventory levels.

We also evaluated rebate claims received after year end to assess the accrual as of the balance sheet date and the Company’s estimates.

Goodwill impairment assessments

Description of the Matter As of December 29, 2024, the Company’s goodwill balance was $649.5 million.

During the year ended December 29, 2024, the Company recognized goodwill impairments totaling $1,822.6 million.

As described in Note 1 and Note 9 to the consolidated financial statements, the Company evaluates goodwill at the reporting unit level for impairment on an annual basis on the first day of the fourth quarter of the fiscal year, or whenever events or changes in circumstances occur that indicate that the fair value of a reporting unit is below its carrying amount.

In performing both interim and annual goodwill impairment assessments, reporting unit fair values were estimated by management using a weighted discounted cash flow method and guideline public company method.

Auditing the Company’s interim and annual goodwill impairment assessments involved significant auditor judgment due to the significant estimation uncertainty in determining the fair value of the reporting units.

The assumptions with a significant level of subjectivity or complexity utilized in the impairment assessments included the revenue growth rates, EBITDA margins and discount rates.

How We Addressed the Matter in Our Audit

To test the estimated fair value of the Company’s reporting units, our audit procedures included, among others, evaluating the significant assumptions discussed above and testing the underlying data used by the Company in its analysis.

We performed sensitivity analyses of the significant assumptions to evaluate changes in fair value of the reporting units to determine if contrary evidence exists.

We also assessed the historical accuracy of the Company’s forecasts of financial results used in developing fair value estimates to assist in evaluating the reliability of the forecasts utilized in the estimate.

In addition, with the support of our valuation specialist, we evaluated the Company’s use of a weighted discounted cash flow method and guideline public company method and selection of the discount rates, which included comparing the discount rates used by the Company against discount rate ranges that were independently developed using publicly available market data for comparable entities.

In addition, we tested the Company’s reconciliation of the fair value of the reporting units to the market capitalization of the Company.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2002.

We served as the Company's auditor from 2002 to 2025.

San Diego, California

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Cash and cash equivalents $ 169.8 $ 98.3

Marketable securities — 48.4

Accounts receivable, net 417.0 282.4

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Property, plant and equipment, net 1,358.3 1,380.2

Marketable securities — 7.4

Right-of-use assets 155.5 168.7

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Intangible assets, net 2,563.8 2,735.6

Deferred tax assets — 25.9

Other assets 244.4 270.7

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QUIDELORTHO CORPORATION

CONSOLIDATED STATEMENTS OF (LOSS) INCOME

CONSOLIDATED STATEMENTS OF LOSS

(In millions, except per share data)

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Amortization of intangible assets 189.2 203.4 204.8

Acquisition and integration costs 127.2 113.4 136.0

Restructuring, integration and other charges 263.6 127.2 113.4

Goodwill impairment charge 700.7 1,822.6 —

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Other expense, net 5.8 7.1 20.6

(Loss) income before income taxes ( 2,131.5 ) ( 29.1 ) 735.9

(Benefit from) provision for income taxes ( 79.5 ) ( 19.0 ) 187.2

Net (loss) income $ ( 2,052.0 ) $ ( 10.1 ) $ 548.7

Basic (loss) earnings per share $ ( 30.54 ) $ ( 0.15 ) $ 9.66

Diluted (loss) earnings per share $ ( 30.54 ) $ ( 0.15 ) $ 9.56

Loss before income taxes ( 1,107.7 ) ( 2,131.5 ) ( 29.1 )

Provision for (benefit from) income taxes 24.1 ( 79.5 ) ( 19.0 )

Net loss $ ( 1,131.8 ) $ ( 2,052.0 ) $ ( 10.1 )

Basic loss per share $ ( 16.69 ) $ ( 30.54 ) $ ( 0.15 )

Diluted loss per share $ ( 16.69 ) $ ( 30.54 ) $ ( 0.15 )

Weighted-average shares outstanding - basic 67.8 67.2 66.8

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2025 2024 2023

Net (loss) income $ ( 2,052.0 ) $ ( 10.1 ) $ 548.7

Other comprehensive (loss) income

Net loss $ ( 1,131.8 ) $ ( 2,052.0 ) $ ( 10.1 )

Other comprehensive income (loss)

Changes in cumulative translation adjustment, net of tax 61.9 ( 38.4 ) 50.4

Changes in unrealized gains (losses) from investments, net of tax — 0.5 ( 0.4 )

Changes in unrealized gains from investments, net of tax — — 0.5

Changes from pension and other post-employment benefits, net of tax 1.3 2.8 ( 2.0 )

Changes in unrealized gains (losses) from cash flow hedges, net of tax:

Net unrealized gains on derivative instruments 52.1 12.6 6.7

Reclassification of net realized gains on derivative instruments included in net income ( 22.7 ) ( 23.9 ) ( 5.2 )

Total change in unrealized gains (losses) from cash flow hedges, net of tax 29.4 ( 11.3 ) 1.5

Changes in unrealized (losses) gains from cash flow hedges, net of tax:

Net unrealized (losses) gains on derivative instruments ( 31.3 ) 52.1 12.6

Reclassification of net realized gains on derivative instruments included in net loss ( 11.1 ) ( 22.7 ) ( 23.9 )

Total change in unrealized (losses) gains from cash flow hedges, net of tax ( 42.4 ) 29.4 ( 11.3 )

Comprehensive (loss) income $ ( 1,111.0 ) $ ( 2,058.2 ) $ 27.5

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comprehensive

income (loss) Retained earnings Total

(loss) income Retained earnings Total

stockholders’

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Stock-based compensation expense — — 50.9 — — 50.9

Issuance of shares in connection with the Combinations 25.1 — 2,495.4 — — 2,495.4

Issuance of equity replacement awards in connection with the Combinations — — 36.1 — — 36.1

Tax withholdings related to vesting of stock-based awards ( 0.2 ) — ( 13.5 ) — — ( 13.5 )

Repurchases of common stock ( 0.1 ) — ( 7.2 ) — — ( 7.2 )

Other comprehensive loss, net of tax — — — ( 68.0 ) — ( 68.0 )

Net income — — — — 548.7 548.7

Balance at January 1, 2023 66.4 $ — $ 2,804.3 $ ( 67.6 ) $ 2,197.9 $ 4,934.6

Other comprehensive income, net of tax — — — 37.6 — 37.6

Net loss — — — — ( 10.1 ) ( 10.1 )

Balance at December 31, 2023 66.7 $ 0.1 $ 2,848.0 $ ( 30.0 ) $ 2,187.8 $ 5,005.9

Issuance of common stock under equity compensation plans 0.7 — 5.4 — — 5.4

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Tax withholdings related to vesting of stock-based awards ( 0.1 ) — ( 9.6 ) — — ( 9.6 )

Repurchases of common stock ( 0.1 ) — ( 7.2 ) — — ( 7.2 )

Other comprehensive income, net of tax — — — 37.6 — 37.6

Other comprehensive loss, net of tax — — — ( 6.2 ) — ( 6.2 )

Net loss — — — — ( 2,052.0 ) ( 2,052.0 )

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Tax withholdings related to vesting of stock-based awards ( 0.2 ) — ( 5.4 ) — — ( 5.4 )

Other comprehensive loss, net of tax — — — ( 6.2 ) — ( 6.2 )

Other comprehensive income, net of tax — — — 20.8 — 20.8

Net loss — — — — ( 1,131.8 ) ( 1,131.8 )

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OPERATING ACTIVITIES:

Net (loss) income $ ( 2,052.0 ) $ ( 10.1 ) $ 548.7

Net loss $ ( 1,131.8 ) $ ( 2,052.0 ) $ ( 10.1 )

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

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Change in deferred tax assets and liabilities 6.3 ( 99.3 ) ( 11.6 )

Net change in operating lease right-of-use assets and liabilities ( 0.2 ) — 18.4

Payment of accreted interest on contingent and deferred consideration — — ( 9.7 )

Loss on extinguishment of debt 5.1 — —

Unwind inventory fair value adjustment — — 60.6

Asset write off 20.0 — —

Asset write off related to restructuring, integration and other charges 152.2 — —

Asset write off related to tax assessment refund — 20.0 —

Other non-cash, net 0.9 ( 2.0 ) ( 6.8 )

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Proceeds from held for sale asset, net of costs to sell — 9.3 —

Acquisition of businesses, net of cash and restricted cash acquired — — ( 1,511.4 )

Proceeds from government assistance allocated to fixed assets 6.5 — 13.5

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Proceeds from sale of marketable securities — 63.1 78.3

Other payments ( 20.0 ) ( 10.0 ) —

Loan to LEX Diagnostics ( 11.0 ) ( 20.0 ) ( 10.0 )

Net cash used for investing activities ( 192.7 ) ( 149.9 ) ( 187.6 )

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Revolving credit facility, net ( 118.0 ) 198.0 —

Proceeds from long-term borrowings, net of debt issuance costs — — 2,734.5

Payments on long-term borrowings and extinguishment costs ( 143.0 ) ( 228.0 ) ( 2,388.3 )

Proceeds from long-term borrowings, net of discount and debt issuance costs 2,559.3 — —

Payments on long-term borrowings ( 2,289.2 ) ( 143.0 ) ( 228.0 )

Payments of tax withholdings related to vesting of stock-based awards ( 5.4 ) ( 9.6 ) ( 13.5 )

Repurchases of common stock — — ( 7.2 )

Principal payments of acquisition contingent consideration — — ( 4.2 )

Principal payments of deferred consideration — — ( 30.3 )

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Effect of exchange rates on cash 3.0 ( 2.9 ) ( 1.2 )

Net decrease in cash, cash equivalents and restricted cash ( 21.0 ) ( 174.4 ) ( 508.9 )

Net increase (decrease) in cash, cash equivalents and restricted cash 71.3 ( 21.0 ) ( 174.4 )

Cash, cash equivalents and restricted cash at beginning of period 98.5 119.5 293.9

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Cash paid during the period for interest $ 172.4 $ 177.5 $ 150.0

Cash paid during the period for income taxes $ 41.6 $ 86.6 $ 264.8

Cash (received) paid for income taxes during the period $ ( 25.4 ) $ 41.6 $ 86.6

Purchase of property, equipment and intangibles by incurring current liabilities $ 13.3 $ 25.9 $ 40.6

Transfer of instrument inventories to fixed assets $ 148.9 $ 154.6 $ 73.7

Transfer of instrument inventories to property, plant and equipment $ 167.3 $ 148.9 $ 154.6

Reduction of other current liabilities upon issuance of restricted share units $ 0.8 $ 0.3 $ 1.9

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The Company’s global infrastructure and commercial reach support its customers across more than 140 countries and territories with quality diagnostics, a broad test portfolio and market-leading service.

The Company operates globally with manufacturing facilities in the U.S.

and with sales centers, administrative offices and warehouses located throughout the world.

On May 27, 2022, pursuant to the BCA, Quidel and Ortho consummated the Combinations and each of Quidel and Ortho became a wholly owned subsidiary of QuidelOrtho.

As a result of the Combinations, QuidelOrtho became the successor issuer to Quidel.

The results of operations of Ortho have been included in the Company’s Consolidated Financial Statements from the date of acquisition.

See “—Note 2.

Business Combination” for further information regarding the Combinations.

The Company operates globally with manufacturing facilities in the U.S., U.K.

and China and with sales centers, administrative offices and warehouses located throughout the world.

Basis of Presentation

The accompanying Consolidated Financial Statements of the Company have been prepared in accordance with GAAP.

The accompanying Consolidated Financial Statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.” and such principles, “U.S.

GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for annual financial information.

Accounting Periods

The Company follows the concept of a fiscal year that ends on the Sunday nearest to the end of the month of December, and fiscal quarters that end on the Sunday nearest to the end of the months of March, June and September.

For fiscal years ended 2024, 2023 and 2022, the Company’s fiscal years ended on December 29, 2024, December 31, 2023 and January 1, 2023, respectively.

For fiscal years ended 2025, 2024 and 2023, the Company’s fiscal years ended on December 28, 2025, December 29, 2024 and December 31, 2023, respectively.

Fiscal years ended 2025, 2024 and 2023 were 52 weeks.

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The estimates and underlying assumptions can impact all elements of the financial statements, including, but not limited to, accounting for deductions from revenues (e.g.

rebates, returns, sales allowances and discounts), receivable and inventory valuations, fixed asset valuations, useful lives, impairment of goodwill and tangible and intangible assets, the fair value of assets acquired and liabilities assumed in a business combination and related purchase price allocation, long-term employee benefit obligations, income taxes, environmental matters, litigation and allocations of costs.

rebates, returns, sales allowances and discounts), receivable and inventory valuations, fixed asset valuations, useful lives, recoverability of goodwill and tangible and intangible assets, the fair value of assets acquired and liabilities assumed in a business combination and related purchase price allocation, long-term employee benefit obligations, income taxes, environmental matters, litigation and allocations of costs.

Estimates are based on historical experience, complex judgments, facts and circumstances available at the time and various other assumptions that are believed to be reasonable under the circumstances but are inherently uncertain and unpredictable.

Actual results could differ from those estimates.

Reclassifications

Certain reclassifications have been made to prior periods amounts to conform to the current period presentation.

Such amounts include a reclassification of $ 4.5 million and $ 2.8 million recognized for fiscal years ended 2023 and 2022, respectively, related to impairment of long-lived assets from (i) Cost of sales, excluding amortization of intangibles (excludes $ 2.7 million and $ 0.2 million for fiscal years ended 2023 and 2022, respectively), and (ii) Research and development (excludes $ 1.8 million and $ 2.6 million for fiscal years ended 2023 and 2022, respectively), to Asset impairment charge.

The reclassifications did not have an impact on the Company’s previously reported Consolidated Balance Sheets, Consolidated Statements of Comprehensive (Loss) Income, Consolidated Statements of Stockholders' Equity or Consolidated Statements of Cash Flows.

Consolidation

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The Company considers cash equivalents to be highly liquid investments with a maturity at the date of purchase of three months or less.

They are carried at cost plus accrued interest, which approximates fair value because of the short-term maturity of these

They are carried at cost plus accrued interest, which approximates fair value because of the short-term maturity of these instruments.

Cash equivalents include money market funds and debt securities of high quality institutions.

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Restricted cash balances are included in Other assets in the Consolidated Balance Sheets.

Marketable Securities

The Company invests excess cash balances in investment-grade corporate and government debt securities, corporate asset-backed securities and commercial paper.

The Company seeks to diversify investments and limits the amount of investment concentrations for individual institutions, maturities and investment types.

These marketable securities are classified as available-for-sale and, accordingly, such securities are recorded at fair value.

Unrealized gains and losses that are deemed temporary are included in AOCI as a separate component of stockholders’ equity.

If any adjustment to fair value reflects a significant decline in the value of the security, the Company evaluates the extent to which the decline is determined to be other-than-temporary and would mark the security to market through a charge to its Consolidated Statements of (Loss) Income.

Marketable securities are classified as non-current when maturities are one year or more.

Accounts Receivable, Allowance for Credit Losses and Concentration of Credit Risk

The Company sells its products directly to physician offices, hospitals, clinical laboratories, reference laboratories, urgent care clinics, leading universities, retail clinics, pharmacies, wellness screening centers, other POC settings, blood banks and donor centers, as well as to individual, non-professional OTC customers, and other distributors in the U.S.

The Company sells its products directly to physician offices, hospitals, clinical laboratories, reference laboratories, urgent care clinics, universities, retail clinics, pharmacies, wellness screening centers, other POC settings, blood banks and donor centers, as well as to individual, non-professional OTC customers, and other distributors in the U.S.

and internationally (refer to “—Note 3.

The Company periodically assesses the financial strength of these customers and establishes reserves for anticipated losses when necessary, which historically have not been material.

The Company establishes a reserve based on historical losses, the age of receivables, customer mix and credit policies, current economic conditions in customers’ country or industry, and expectations associated with reasonable and supportable forecasts, and specific allowances for large or risky accounts.

The Company establishes a reserve based on historical losses, the age of receivables, customer mix and credit policies, current economic conditions in customers’ country or

industry, and expectations associated with reasonable and supportable forecasts, and specific allowances for large or risky accounts.

Amounts later determined to be uncollectible are charged or written off against this allowance.

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The CODM reviews the Company’s performance and allocates resources based on five operating segments:

North America, EMEA, China, Latin America and JPAC (Japan and Asia Pacific).

North America, EMEA and China are the Company’s reportable segments;

Latin America and JPAC are immaterial operating segments that are not considered reportable segments and are included in “Other.” Each of these five operating segments is considered a reporting unit for the purpose of allocating goodwill and performing the annual goodwill impairment assessment.

North America, EMEA, China, JPAC and Latin America, all of which are reportable segments.

Each of these five operating segments is considered a reporting unit for the purpose of allocating goodwill and performing the annual goodwill recoverability assessment.

When testing goodwill for impairment, the Company first has an option to assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not (more than 50%) that impairment exists.

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If the fair value of a reporting unit is less than its carrying value, impairment will be recognized in the amount by which the carrying value exceeds the fair value.

As a result of the identification of indicators of impairment during the third quarter of 2025, the Company performed an interim impairment test that resulted in non-cash goodwill impairment charges of $ 614.8 million, $ 68.1 million and $ 17.8 million for the EMEA, China and Latin America reporting units, respectively.

There was no annual impairment test performed as there was no goodwill remaining on the balance sheet subsequent to the impairment.

As a result of the identification of indicators of impairment during the first quarter of 2024, the Company performed an interim impairment test that resulted in a non-cash goodwill impairment charge of $ 1.7 billion for the North America reporting unit.

For the annual impairment test as of the beginning of the fiscal fourth quarter, the Company bypassed the qualitative assessment and proceeded directly to the quantitative goodwill impairment test for all reporting units.

For the annual impairment test as of the beginning of the fiscal fourth quarter of 2024, the Company bypassed the qualitative assessment and proceeded directly to the quantitative goodwill impairment test for all reporting units.

The Company concluded that the China and JPAC reporting units’ goodwill were impaired.

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The Company generates a portion of its revenue from sales of the QUICKVUE At-Home OTC COVID-19 tests to retail customers.

The Company estimates the transaction price for revenue from sales to retail customers based on historical experience and current trends to evaluate when uncertainties related to right of return provisions are res olved.

In fiscal year ended 2022, due to a lack of history on which to base an estimate of products to be returned from the retailers, the Company established a reserve based on an estimate of total inventory remaining at our retailers which was subject to return.

During fiscal year ended 2023, the Company concluded that it had developed sufficient historical experience regarding the pattern in customer returns to be able to estimate the amount of consideration to which the Company expects to be entitled, excluding consideration for the products expected to be returned.

Amounts received or receivable that are expected to be returned are recognized as a refund liability, which is included in Other current liabilities.

The refund liability is estimated utilizing historical sale and return rates over the period during which customers have a right of return, taking into account available information on competitive products and contract changes.

The refund liability is estimated utilizing historical sale and return rates over the period during which customers have

a right of return, taking into account available information on competitive products and contract changes.

The refund liability is remeasured at each reporting period to reflect changes in assumptions about expected returns.

Revenues from sales to retail customers amounted to approximately 3 % of Total revenues for fiscal year ended 2023.

The impact from this change in estimate was approximately $ 0.3 million and is not material to the Company’s Consolidated Financial Statements.

A portion of product sales includes revenues for diagnostic kits, which are utilized on leased instrument systems under the Company’s “reagent rental” program.

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The instrument is depreciated on a straight-line basis over the lesser of the lease term or life of the instrument.

Depreciation expense is recorded in cost of sales included in the Consolidated Statements of (Loss) Income.

Depreciation expense is recorded in cost of sales included in the Consolidated Statements of Loss.

Instrument and consumables under the reagent rental agreements are deemed two distinct performance obligations.

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Variable lease revenue and fixed lease revenue represented approximately 6 % and 1 %, respectively, of the Company’s Total revenues for fiscal year ended 2024.

Revenue allocated to the instrument was not material for fiscal year ended 2022.

Variable lease revenue and fixed lease revenue represented approximately 4 % and 1 %, respectively, of the Company’s Total revenues for fiscal year ended 2023.

Government Assistance

In connection with the Combinations, the Company acquired a previously established agreement between Ortho and BARDA, a division of HHS, which provides funding for Ortho to build manufacturing space and production support equipment to increase COVID-19 assay production capacity, as well as to build a manufacturing facility to produce certain analyzers needed to support COVID-19 testing.

The Company has a previously established agreement between Ortho and BARDA, a division of HHS, which provides funding for Ortho to build manufacturing space and production support equipment to increase COVID-19 assay production capacity, as well as to build a manufacturing facility to produce certain analyzers needed to support COVID-19 testing.

Amounts received from BARDA under this grant are recorded as a reduction to the carrying value of the related assets.

A portion of the grant is for purposes of reimbursement of certain general and administrative expenses related to the project, which are not capitalized as part of the equipment constructed in connection with the project and are recorded as a reduction to the related expense.

The Company received $ 13.5 million and $ 18.4 million during fiscal years ended

2023 and 2022, respectively, which were recorded as reductions to the carrying value of the related assets.

No funding was received during fiscal year ended 2024.

The Company received $ 13.5 million during fiscal year ended 2023, which was recorded as a reduction to the carrying value of the related assets.

No funding was received during fiscal years ended 2025 and 2024.

During fiscal year ended 2025, the Company received $ 6.5 million for the extension of the Pencoed, Wales facility, which is deferred in Other current liabilities and recognized as a reduction to depreciation expense of the fixed asset once in service.

Research and Development Costs

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Product Shipment Costs

Product shipment costs are included in Selling, marketing and administrative expense in the accompanying Consolidated Statements of (Loss) Income.

Product shipment costs are included in Selling, marketing and administrative expense in the accompanying Consolidated Statements of Loss.

Shipping and handling costs were $ 134.3 million, $ 125.4 million and $ 124.1 million for fiscal years ended 2025, 2024 and 2023, respectively.

Advertising Costs

Advertising costs are expensed as incurred and included in Selling, marketing and administrative expense in the accompanying Consolidated Statements of (Loss) Income.

Advertising costs are expensed as incurred and included in Selling, marketing and administrative expense in the accompanying Consolidated Statements of Loss.

Advertising costs were $ 8.9 million, $ 6.2 million and $ 15.1 million for fiscal years ended 2025, 2024 and 2023, respectively.

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changes in unamortized pension and post-employment actuarial gains and losses;

and changes in the fair value of derivatives that are designated and qualify as cash flow hedging instruments excluded from the Consolidated Statements of (Loss) Income.

Business Combinations

The cost of an acquired business is assigned to the tangible and identifiable intangible assets acquired and liabilities assumed on the basis of the estimated fair values at the date of acquisition.

The Company assesses fair value, which is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, using a variety of methods including, but not limited to, an income approach and a market approach, such as the estimation of future cash flows of the acquired business and current selling prices of similar assets.

Fair value of the assets acquired and liabilities assumed, including intangible assets, IPR&D, and contingent payments, are measured based on the assumptions and estimations with regards to variable factors such as the amount and timing of future cash flows for the asset or liability being measured, appropriate risk-adjusted discount rates, nonperformance risk, or other factors that market participants would consider.

Upon acquisition, the Company determines the estimated economic lives of the acquired intangible assets for amortization purposes, which are based on the underlying expected cash flows of such assets.

When applicable, adjustments to inventory are based on the fair market value of inventory and are recognized into income based on the period in which the underlying inventory is sold.

Goodwill is an asset representing the future economic benefits arising from other assets acquired in a business combination that is not individually identified and separately recognized.

Actual results may vary from projected results and assumptions used in the fair value assessments.

and changes in the fair value of derivatives that are designated and qualify as cash flow hedging instruments excluded from the Consolidated Statements of Loss.

In a business combination, the assets acquired and liabilities assumed are recorded based on the estimated fair values at the date of acquisition, including intangible assets, IPR&D and contingent payments.

Any excess of the purchase price over the estimated fair values of net assets acquired is recorded as goodwill.

Business acquisition costs are expensed when incurred.

If the Company determines the assets acquired do not meet the definition of a business, the transaction will be accounted for as an acquisition of assets rather than a business combination and no goodwill is recorded.

In an asset acquisition, acquired IPR&D with no alternative future use is charged to expense and contingent consideration is not recognized at the acquisition date.

Defined Benefit Plans and Other Post-Employment Benefits

In connection with the Combinations, the Company assumed Ortho’s defined benefit plans in certain countries and a retiree healthcare reimbursement plan for certain U.S.

The Company has defined benefit plans in certain countries and a retiree healthcare reimbursement plan for certain U.S.

Defined benefit plans specify an amount of pension benefit that an employee will receive on retirement, usually dependent on factors such as age, years of service and compensation.

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Recently Adopted Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, that is intended to improve the disclosures about reportable segments and add more detailed information about a reportable segment’s expenses.

The amendments in the ASU require public entities to disclose on an annual and interim basis (i) significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss, (ii) other segment items by reportable segment, (iii) the title and position of the CODM and (iv) an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources.

The ASU does not change the definition of a segment, the method for determining segments, the criteria for aggregating operating segments into reportable segments, or the current specifically enumerated segment expenses that are required to be disclosed.

The ASU was adopted in the fourth quarter of 2024 and applied retrospectively to all prior periods presented (refer to “—Note 5.

Segment and Geographic Information”).

The adoption of this ASU did not impact the Company’s results of operations, cash flows or financial condition.

Recently Issued Accounting Standards Not Yet Adopted

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

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Under the guidance, entities must annually (i) disclose specific categories in the rate reconciliation and (ii) provide additional information for reconciling items that meet a quantitative threshold.

The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

Other than the respective disclosures, the ASU is not expected to have an impact to the Company’s Consolidated Financial Statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40), which requires disclosure, in the notes to the financial statements, of specified information about certain costs and expenses.

This ASU was adopted in the fourth quarter of 2025 and is being applied prospectively (refer to “—Note 5.

Income Taxes”).

The adoption of this ASU did not impact the Company’s results of operations, cash flows or financial condition.

Recently Issued Accounting Standards Not Yet Adopted

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

Disaggregation of Income Statement Expenses , which requires disclosure, in the notes to the financial statements, of specified information about certain costs and expenses.

This ASU is effective for public entities for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027.

Other than the respective disclosures, the ASU is not expected to have an impact to the Company’s Consolidated Financial Statements.

Business Combination

On May 27, 2022, pursuant to the BCA, Quidel and Ortho consummated the Combinations and each of Quidel and Ortho became a wholly owned subsidiary of QuidelOrtho.

As a result of the Combinations, QuidelOrtho became the successor issuer to Quidel.

The Combinations enhance the Company’s revenue profile and expand the Company’s geographic footprint and product diversity.

The Combinations were completed for a total consideration of $ 4.3 billion, which included the fair value of equity issued based on the May 26, 2022 closing price of $ 99.60 per share of Quidel common stock.

Former Ortho stockholders received $ 7.14 in cash and 0.1055 shares of QuidelOrtho common stock for each Ortho ordinary share.

The total purchase consideration was calculated as follows (in millions, except value per share data and Ortho Exchange Ratio):

Total Ortho shares subject to exchange 237.487

Ortho Exchange Ratio 0.1055

QuidelOrtho shares issued 25.055

Value per Quidel share as of May 26, 2022 $ 99.60

Fair value of stock consideration $ 2,495.5

Fair value of replacement equity awards (1)

Cash consideration (2)

Total purchase consideration $ 4,291.1

(1) Represents the fair value of replacement stock options (which include options with time-based, performance-based, and both performance- and market-based vesting conditions), RSUs and restricted stock outstanding as of May 27, 2022 that are attributable to service prior to the Combinations.

The terms of the replacement awards are substantially similar to the former Ortho equity awards for which they were exchanged.

The portion of the fair value of the replacement equity awards attributable to service after the Combinations is $ 46.6 million and will be recognized as compensation expense based on the vesting terms of the replacement equity awards.

(2) Represents cash consideration of $ 7.14 per share paid to Ortho stockholders and holders of vested Ortho stock options on the closing date of the Combinations for 237.5 million outstanding Ortho shares and 7.3 million vested Ortho stock options.

The Company funded the cash portion of the purchase price with cash on its balance sheet and a portion of the Term Loan proceeds from the Financing.

In 2023, the Company recognized measurement period adjustments to Goodwill of $ 19.9 million resulting from finalization of tax-related matters.

The purchase price allocation resulted in the following amounts being allocated to the assets acquired and liabilities assumed at the acquisition date based upon their respective fair values summarized below:

(In millions) Purchase Price Allocation

Cash and cash equivalents $ 234.5

Accounts receivable 240.6

Inventories (1)

Property, plant and equipment 948.9

Goodwill 2,158.5

Intangible assets 3,168.0

Prepaid expenses and other assets 270.4

Total assets 7,405.3

Accounts payable ( 135.0 )

Accrued payroll and related expenses ( 81.1 )

Long-term borrowings, including current portion (2)

Deferred tax liability ( 260.1 )

Other current and non-current liabilities ( 369.6 )

Total liabilities ( 3,114.2 )

Total purchase consideration $ 4,291.1

(1) Includes an estimated fair value adjustment to inventory of $ 61.7 million, which was fully recognized in the Consolidated Statements of (Loss) Income in fiscal year ended 2022.

(2) Immediately following the closing of the Combinations, the Company repaid long-term borrowings assumed, which consisted of $ 1,608.4 million aggregate principal amount related to Ortho’s Dollar Term Loan and Euro Term Loan Facilities, $ 240.0 million aggregate principal amount of 7.375 % Senior Notes due 2025 and $ 405.0 million aggregate principal amount of 7.250 % Senior Notes due 2028.

The 7.375 % and 7.250 % Senior Notes were fully discharged following the Combinations.

The Company recorded a $ 23.5 million loss on extinguishment in connection with the Combinations, representing the difference between the reacquisition value, inclusive of $ 35.9 million of redemption premium, and the net carrying value of the extinguished debt.

Goodwill represents the excess of the total purchase consideration over the estimated fair value of the net assets acquired, and is primarily attributable to synergies which are expected to expand the Company’s revenue profile and product diversity, as well as Ortho’s assembled workforce.

Goodwill is not deductible for tax purposes.

Refer to “—Note 9.

Goodwill and Intangible Assets, Net” for further information.

The following table sets forth the amounts assigned to the identifiable intangible assets acquired (in millions, except years):

Intangible Asset Amortization Period Fair Value of Assets Acquired

Customer relationships (1)

20 years $ 1,907.0

Developed technology (2)

15 years 888.0

Trademarks (2)

15 years 373.0

(1) The fair value was estimated using the Multi-Period Excess Earnings Method, which is a form of the income approach.

Significant assumptions include:

(i) the estimated annual net cash flows, which are a function of expected earnings attributable to the asset, contributory asset charges and the applicable tax rate, and (ii) the discount rate.

(2) The fair value was estimated using the Relief from Royalty Method, which is another form of the income approach.

Significant assumptions include:

(i) the estimated annual net cash flows, which are a function of expected earnings attributable to the asset, the probability of use of the asset, the royalty rate and the applicable tax rate, and (ii) the discount rate.

Intangible assets are amortized on a straight-line basis over the amortization periods noted above, which reflects the estimated useful life of the underlying assets.

For fiscal year ended 2022, the Company incurred $ 46.9 million of transaction costs related to the Combinations, which primarily consisted of financial advisory, legal, accounting and valuation-related expenses.

These expenses were recorded in Acquisition and integration costs in the Consolidated Statements of (Loss) Income.

The following supplemental pro forma financial information shows the combined results of operations of the Company as if the Combinations had occurred on January 4, 2021, the beginning of the periods presented:

Fiscal Year Ended

(In millions) (unaudited) 2022 2021

Pro forma total revenues $ 4,051.2 $ 3,741.4

Pro forma net income 589.3 613.2

This supplemental pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved had the Combinations been completed at the beginning of fiscal year ended 2021.

In addition, the supplemental pro forma financial information is not a projection of the Company’s future results of operations, nor does it reflect the expected realization of any synergies or cost savings associated with the Combinations.

The supplemental pro forma financial information includes adjustments for:

• incremental intangible assets amortization expense based on the preliminary fair values of the identifiable intangible assets acquired;

• incremental cost of sales related to the fair value step-up of inventory;

• decreases in interest expense associated with the issuance of debt to finance the Combinations and to repay Ortho’s then-outstanding indebtedness, including the net impact of the removal of the amortization of the discount on Ortho’s indebtedness and the change in amortization of deferred financing fees;

• the removal of loss on extinguishment of debt from Ortho’s results in fiscal year ended 2021 and the reclassification of loss on extinguishment of debt in fiscal years ended 2021 and 2022;

• the reclassification of expense related to the accelerated vesting of certain stock awards of Ortho’s former CEO;

• tax impacts related to the above adjustments.

From the acquisition date through January 1, 2023, the acquired results of operations of Ortho contributed total revenues of $ 1,165.2 million and net loss of $ 126.2 million to the Company’s consolidated results, which included amortization of acquired intangible assets of $ 104.7 million and recognition in Cost of sales, excluding amortization of intangibles of the fair value step-up of inventory of $ 60.6 million.

Other than the respective disclosures, this ASU is not expected to have an impact on the Company’s Consolidated Financial Statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets , which provides entities with a practical expedient to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset when developing forecasts for estimating expected credit losses.

The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.

The Company is currently evaluating this guidance and does not expect this ASU to have a material impact on its Consolidated Financial Statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software .

Under the guidance, an entity is required to start capitalizing software costs when both of the following occur:

(i) management has authorized and committed to funding the software project, and (ii) it is probable that the project will be completed and the software will be used to perform the function intended.

The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2027 and interim reporting periods within those annual reporting periods.

The Company is currently evaluating this guidance and does not expect this ASU to have a material impact on its Consolidated Financial Statements.

In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815):

Hedge Accounting Improvements, which includes amendments to more closely align hedge accounting with the economics of the entity’s risk management activities.

The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within those annual reporting periods.

The Company is currently evaluating this guidance and does not expect this ASU to have a material impact on its Consolidated Financial Statements.

In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832):

Accounting for Government Grants Received by Business Entities, which establishes the accounting and presentation for government grants received by business entities.

The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2028 and interim reporting periods within those annual reporting periods.

The Company is currently evaluating this guidance and does not expect this ASU to have a material impact on its Consolidated Financial Statements.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements , to improve the navigability of interim disclosure requirements and provide clarity on when that guidance is applicable.

The amendments

include (i) a comprehensive list of required interim disclosures and (ii) a disclosure principle that requires entities to disclose material events since the end of the last annual reporting period.

The amendments in this ASU are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027.

Other than the respective disclosures, this ASU is not expected to have an impact on the Company’s Consolidated Financial Statements.

In December 2025, the FASB issued ASU 2025-12, Codification Improvements.

The amendments in this ASU represent changes to the Codification that (i) clarify, (ii) correct errors, or (iii) make minor improvements, and make the Codification easier to understand and apply.

The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods.

This ASU is not expected to have an impact on the Company’s Consolidated Financial Statements.

Computation of Earnings Per Share

Basic EPS is computed by dividing Net (loss) income by the weighted-average number of shares of common stock outstanding.

Basic EPS is computed by dividing Net loss by the weighted-average number of shares of common stock outstanding.

Diluted EPS is computed based on the sum of the weighted-average number of shares of common stock and potentially dilutive shares of common stock outstanding during the period.

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Contract assets are included within Prepaid expenses and other current assets in the Company’s Consolidated Balance Sheets and are transferred to accounts receivable when the right to payment becomes unconditional.

The balance of contract assets recorded in the Company’s Consolidated Balance Sheets as of December 29, 2024 and December 31, 2023 was $ 32.5 million and $ 46.2 million, respectively.

The contract asset balance consisted of the following components:

• a customer supply agreement under which the difference between the timing of invoicing and revenue recognition resulted in a contract asset of $ 1.9 million as of December 31, 2023.

There was no contract asset remaining as of December 29, 2024;

• contractual arrangements with certain customers under which the Company invoices the customers based on reportable results generated by its reagents;

The contract asset balance consisted of contractual arrangements with certain customers under which the Company invoices the customers based on reportable results generated by its reagents;

however, control of the goods transfers to the customers upon shipment or delivery of the products, as determined under the terms of the contract.

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The Company records the revenue upon shipment and an associated contract asset, and relieves the contract asset upon completion of the invoicing.

The balance of the contract asset related to these arrangements was $ 32.5 million and $ 41.8 million as of December 29, 2024 and December 31, 2023, respectively;

• one of the Company’s contract manufacturing agreements that recognizes revenue as the products are manufactured resulted in a contract asset of $ 2.5 million as of December 31, 2023.

There was no contract asset remaining as of December 29, 2024.

The balance of the

contract asset related to these arrangements was $ 34.7 million and $ 32.5 million as of December 28, 2025 and December 29, 2024, respectively.

The Company reviews contract assets for expected credit losses resulting from the collectability of customer accounts.

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The amount of deferred revenue as of December 29, 2024 that was recorded in Total revenues during fiscal year ended 2025 was $ 30.0 million.

The amount of deferred revenue as of January 1, 2023 that was recorded in Total revenues during fiscal year ended 2023 was $ 72.1 million.

The amount of deferred revenue as of December 31, 2023 that was recorded in Total revenues during fiscal year ended 2024 was $ 34.0 million.

Joint Business with Grifols

The Company has an ongoing Joint Business between Ortho and Grifols, under which Ortho and Grifols agreed to pursue a collaboration relating to Ortho’s Hepatitis and HIV diagnostics business.

The Company has the Joint Business between Ortho and Grifols, under which Ortho and Grifols agreed to pursue a collaboration relating to Ortho’s Hepatitis and HIV diagnostics business.

The governance of the Joint Business is shared through a supervisory board made up of equal representation by Ortho and Grifols, which is responsible for all significant decisions relating to the Joint Business that are not exclusively assigned to either Ortho or Grifols, as defined in the Joint Business agreement.

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These amounts included the Company’s portion of the pre-tax net profit of $ 10.7 million, $ 21.1 million and $ 21.4 million during fiscal years ended 2025, 2024 and 2023, respectively, on sales transactions with third parties where the Company is the principal.

The Company recognized revenues, cost of sales, excluding amortization of intangibles, and operating expenses, on a gross basis on these sales transactions in their respective lines in the Consolidated Statements of (Loss) Income.

The Company’s portion of the pre-tax net profit also included revenue from collaboration and royalty agreements of $ 20.2 million, $ 8.4 million and $ 26.0 million during fiscal years ended 2025, 2024 and 2023, respectively, which is presented on a net basis within Total revenues.

In December 2025, the Company and Grifols initiated discussions to terminate the Joint Business arrangement prior to its scheduled expiration date in 2039.

Accordingly, the Company recorded a charge of $ 65.0 million payable to Grifols over a three-year period in Other operating expenses in the Consolidated Financial Statements for fiscal year ended 2025 to reflect the mutually agreed terms in principle.

While the Company continues to engage in discussions with Grifols and additional information may become available as discussions progress, it is reasonably possible that the ultimate resolution of the termination may differ from the estimated amount accrued, and such an amount could be material to the Consolidated Financial Statements.

Disaggregation of Revenue

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Total revenues $ 2,730.2 $ 2,782.9 $ 2,997.8

(1) For presentation purposes, as a result of the wind-down of the U.S.

donor screening portfolio, the previously reported Transfusion Medicine business unit is shown in its two product categories:

(1) Certain reclassifications have been made to prior period amounts to conform to the current period presentation.

(2) As a result of the wind-down of the U.S.

donor screening portfolio, the Transfusion Medicine business unit is shown in its two product categories:

Immunohematology and Donor Screening.

Prior periods have been revised to align with the current period presentation.

Concentration of Revenue and Credit Risk

For fiscal year ended 2024, one customer represented 11 % of Total revenues in the North America segment.

For both fiscal years ended 2025 and 2024, one customer represented 11 % of Total revenues in the North America segment.

For fiscal year ended 2023, no customer individually accounted for more than 10% of Total revenues.

For fiscal year ended 2022, two separate customers accounted for 20 % and 11 % of Total revenues, in the Other and North America segments, respectively.

Revenue related to the Company’s respiratory products accounted for 18 %, 24 % and 57 % of Total revenues for fiscal years ended 2024, 2023 and 2022, respectively.

As of December 29, 2024 and December 31, 2023, customers with a balance due in excess of 10% of Accounts receivable, net totaled $ 33.7 million and $ 63.5 million, respectively.

Revenue related to the Company’s respiratory products accounted for approximately 15 %, 18 % and 24 % of Total revenues for fiscal years ended 2025, 2024 and 2023, respectively.

As of December 28, 2025, no customers had a balance due in excess of 10% of Accounts receivable, net.

As of December 29, 2024, customers with a balance due in excess of 10% of Accounts receivable, net totaled $ 33.7 million.

Segment and Geographic Information

The Company operates in three geographically-based reportable segments:

North America, EMEA and China.

Although all three segments are engaged in the marketing, distribution and sale of diagnostic instruments and assays for hospitals, retailers, distributors, laboratories and/or blood and plasma centers worldwide, each region is managed separately to better align with the market dynamics of the specific geographic region.

Latin America and JPAC are immaterial operating segments that are not considered reportable segments and are included in “Other.”

In the fourth quarter of 2024, the Company revised the internal allocation of certain global costs primarily between the North America segment and Corporate to better align costs that impact the Company as a whole.

The Company operates under five geographically-based reportable segments:

North America, EMEA, China, JPAC and Latin America.

Although all five segments are engaged in the marketing, distribution and sale of diagnostic instruments and assays for hospitals, retailers, distributors, laboratories and/or blood and plasma centers worldwide, each region is managed separately to better align with the market dynamics of the specific geographic region.

Beginning in the fourth quarter of 2025, the Company determined that the JPAC segment, previously included in “Other,” meets the quantitative thresholds for separate reporting under ASC 280.

This determination was based on JPAC’s segment revenue exceeding 10% of the combined reported segment revenue.

As Latin America is the only remaining immaterial operating segment, results are reported separately.

This change in segment reporting did not have an impact on the Company’s previously reported Consolidated Financial Statements.

Prior periods have been revised to align with the current period presentation.

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Fiscal Year Ended 2025

(In millions) North America EMEA China Other Total

(In millions) North America EMEA China JPAC Latin America Total

Total revenues $ 1,488.9 $ 360.7 $ 334.7 $ 293.0 $ 252.9 $ 2,730.2

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Interest expense, net ( 177.6 )

Acquisition and integration costs ( 127.2 )

Restructuring, integration and other charges ( 263.6 )

Goodwill impairment charge ( 700.7 )

Asset impairment charge ( 9.7 )

Asset write off (3)

Loss on extinguishment of debt ( 5.1 )

Contract termination cost (3)

Amortization of deferred cloud computing implementation costs ( 27.0 )

Employee compensation charges ( 5.6 )

Credit Agreement amendment fees ( 4.0 )

Legal accrual (4)

EU medical device regulation transition costs (5)

Loss on disposal (5)

Gain on investments 2.5

Other adjustments ( 6.4 )

(Loss) income before income taxes $ ( 2,131.5 )

Loss before income taxes $ ( 1,107.7 )

Fiscal Year Ended 2024

(In millions) North America EMEA China Other Total

(In millions) North America EMEA China JPAC Latin America Total

Total revenues $ 1,619.8 $ 335.8 $ 325.0 $ 279.4 $ 222.9 $ 2,782.9

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Interest expense, net ( 163.5 )

Acquisition and integration costs ( 113.4 )

Restructuring, integration and other charges ( 127.2 )

Goodwill impairment charge ( 1,822.6 )

Asset impairment charge ( 56.9 )

Tax indemnification expense ( 12.6 )

Asset write off (6)

Amortization of deferred cloud computing implementation costs ( 14.7 )

Loss on investments ( 3.6 )

Employee compensation charges ( 5.6 )

Prior Credit Agreement amendment fees ( 4.0 )

EU medical device regulation transition costs (5)

Loss on disposal (7)

Gain on investments 0.7

Other adjustments ( 4.0 )

(Loss) income before income taxes $ ( 29.1 )

Loss before income taxes $ ( 2,131.5 )

Fiscal Year Ended 2023

(In millions) North America EMEA China Other Total

(In millions) North America EMEA China JPAC Latin America Total

Total revenues $ 1,877.1 $ 327.3 $ 310.1 $ 272.7 $ 210.6 $ 2,997.8

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Interest expense, net ( 147.6 )

Loss on extinguishment of debt ( 24.0 )

Acquisition and integration costs ( 136.0 )

Restructuring, integration and other charges ( 113.4 )

Asset impairment charge ( 4.5 )

Unwind inventory fair value adjustment ( 60.6 )

Loss on investments ( 5.8 )

Tax indemnification expense ( 12.6 )

Amortization of deferred cloud computing implementation costs ( 9.2 )

Employee compensation charges ( 3.2 )

Loss on investments ( 3.6 )

EU medical device regulation transition costs (5)

Tax indemnification expense ( 0.3 )

Derivative mark-to-market gain 4.4

Other adjustments ( 1.7 )

(Loss) income before income taxes $ 735.9

Loss before income taxes $ ( 29.1 )

(1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

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The Company’s corporate function also includes debt and stock-based compensation associated with all employee stock-based awards.

(3) Represents the write off of the tax assessment refund related to the Luxembourg net wealth tax, as the weight of available evidence indicated that it is not more likely than not that the position will be sustained during the pendency of an appeal.

(3) Refer to “—Note 3.

Revenue” for additional information.

(4) Represents reserves accrued in connection with the resolution of a contractual dispute.

Refer to “—Note 13.

Commitments and Contingencies” for additional information.

(5) Represents incremental consulting costs and R&D manufacturing site costs to align compliance of the Company’s existing, on-market products that were previously registered under the European In Vitro Diagnostics Directive regulatory framework with the requirements under the EU’s In Vitro Diagnostic Regulation, which generally apply from May 2022 onwards.

(6) Represents the write off of the tax assessment refund related to the Luxembourg net wealth tax, as the weight of available evidence indicated that it is not more likely than not that the position will be sustained during the pendency of an appeal.

(7) Represents loss on disposal from the sale of the McKellar, San Diego, CA facility.

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Total deferred benefit 0.1 ( 105.4 ) ( 4.5 )

(Benefit from) provision for income taxes $ ( 79.5 ) $ ( 19.0 ) $ 187.2

Provision for (benefit from) income taxes $ 24.1 $ ( 79.5 ) $ ( 19.0 )

The Company’s income before income taxes was subject to taxes in the following jurisdictions for the following periods:

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Foreign ( 583.9 ) 35.6 134.8

(Loss) income before income taxes $ ( 2,131.5 ) $ ( 29.1 ) $ 735.9

Loss before income taxes $ ( 1,107.7 ) $ ( 2,131.5 ) $ ( 29.1 )

Significant components of the Company’s deferred tax assets and deferred tax liabilities as of December 28, 2025 and December 29, 2024 are shown below:

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Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to use the existing deferred tax assets.

During the fiscal year ended 2024, the Company was no longer demonstrating positive worldwide cumulative pre-tax book income, driven primarily by the impairment of goodwill during 2024.

During the fiscal year ended 2024 and subsequently in 2025, the Company was no longer demonstrating positive worldwide cumulative pre-tax book income, driven primarily by the impairment of goodwill during 2024 and 2025.

Absent utilizing more subjective projections of future income, a portion of the Company’s federal net operating loss and interest expense carryforwards, a portion of certain state net operating loss, interest expense and tax credit carryforwards, and deferred tax assets related to certain foreign subsidiaries were not more likely than not to be realized.

Therefore, the Company established a valuation allowance during the fiscal year ended 2024 for those U.S.

The Company maintained a valuation allowance during the fiscal year ended 2025 for those U.S.

and foreign deferred tax assets not more likely than not to be utilized.

4 unchanged sentences

The amount of the deferred tax assets considered realizable could be adjusted in future years based on changes in available positive and negative evidence.

The Company’s overall valuation allowance recorded on deferred tax assets decreased primarily due to certain Luxembourg tax loss carryforwards for which a reserve for unrecognized tax benefits was recorded during the fiscal year ended 2024.

The Company’s overall valuation allowance recorded on deferred tax assets increased primarily due to an increase in deferred tax assets related to additional U.S.

net operating losses and other deferred tax assets recorded during the fiscal year ended 2025.

As of December 28, 2025, the Company had U.S.

9 unchanged sentences

As a result of an ownership change that occurred in the second quarter of fiscal year ended 2022, the Company may be limited in its ability to utilize its NOL carryforwards and certain other attributes, starting on the ownership change date.

The reconciliation of income tax computed at the federal statutory rate to the provision for income taxes from continuing operations was as follows:

The reconciliation of income tax computed at the federal statutory rate to the provision for income taxes from continuing operations pursuant to the disclosure requirements of ASU 2023-09 for the fiscal year ended 2025 was as follows:

Fiscal Year Ended

(In millions, except percentages) Amount Percent

Federal Statutory Tax Rate $ ( 232.6 ) 21.00 %

State and Local Income Taxes, net of Federal Income Tax Effect (1)

Foreign Tax Effects

Goodwill Impairment 14.3 ( 1.29 )

Other 1.0 ( 0.09 )

United Kingdom

Goodwill Impairment 88.7 ( 8.01 )

Other ( 1.6 ) 0.14

Goodwill Impairment 20.2 ( 1.82 )

Other 1.5 ( 0.13 )

Other Foreign Jurisdictions

Goodwill Impairment 23.7 ( 2.14 )

Other 17.3 ( 1.56 )

Effects of Cross-Border Tax Laws 8.4 ( 0.76 )

Other ( 1.8 ) 0.16

Change in Valuation Allowance 76.4 ( 6.90 )

Non-Deductible Items

Other 9.6 ( 0.86 )

Changes in Unrecognized Tax Benefits 9.7 ( 0.88 )

Other Adjustments

Other ( 2.7 ) 0.25

Provision for income taxes $ 24.1 ( 2.17 ) %

(1) During the fiscal year ended 2025, state taxes in California, Texas, Florida, Georgia, Pennsylvania, Tennessee and Illinois comprised greater than 50% of the tax effect in this category.

The reconciliation of income tax computed at the federal statutory rate to the benefit from income taxes from continuing operations for fiscal years ended 2024 and 2023 was as follows:

Fiscal Year Ended

(In millions) 2024 2023

Tax (benefit) expense at statutory tax rate $ ( 447.6 ) $ ( 6.1 ) $ 154.5

State tax (benefit) expense, net of federal tax ( 7.2 ) ( 2.8 ) 29.3

Tax benefit at statutory tax rate $ ( 447.6 ) $ ( 6.1 )

State tax benefit, net of federal tax ( 7.2 ) ( 2.8 )

Foreign income taxed at rates other than the applicable U.S.

5 unchanged sentences

Change in valuation allowance 31.3 10.4

Foreign Derived Intangible Income Deduction — — ( 10.2 )

Global Intangible Low-Taxed Income 0.1 20.1

1 unchanged sentence

Other 9.3 7.3

(Benefit from) provision for income taxes $ ( 79.5 ) $ ( 19.0 ) $ 187.2

Benefit from income taxes $ ( 79.5 ) $ ( 19.0 )

The Company recognizes liabilities for uncertain tax positions based on a two-step process.

8 unchanged sentences

Increases (decreases) related to prior year tax positions — 165.4 ( 0.1 )

Increases due to current year acquisitions — — 27.8

Decreases due to settlements and expirations ( 0.8 ) ( 10.3 ) ( 13.7 )

Ending balance $ 196.6 $ 183.9 $ 28.8

As of December 29, 2024, December 31, 2023 and January 1, 2023, the Company had unrecognized tax benefits of $ 183.9 million, $ 28.8 million, and $ 40.0 million, respectively, of which $ 16.3 million, $ 21.6 million and $ 28.3 million, respectively, would reduce the Company’s annual effective tax rate, if recognized.

The Company estimates that within the next 12 months, its uncertain tax positions, excluding interest, will decrease by $ 5.1 million related to the lapse of statutes of limitations as well as an on-going multi-state tax commission audit that is expected to be settled within the next 12 months.

As of December 28, 2025, December 29, 2024 and December 31, 2023, the Company had unrecognized tax benefits of $ 196.6 million, $ 183.9 million, and $ 28.8 million, respectively, of which $ 20.8 million, $ 16.3 million and $ 21.6 million, respectively, would reduce the Company’s annual effective tax rate, if recognized.

The Company’s policy is to recognize the interest expense and penalties related to income tax matters as a component of the income tax expense.

The Company had accrued interest and penalties associated with uncertain tax positions of $ 2.4 million as of December 28, 2025 and $ 1.6 million as of December 29, 2024.

The Company recognized net interest income of $ 2.4 million and $ 4.3 million for fiscal years ended 2024 and 2023, respectively, due to the reversals of prior year accrued interest;

interest expense for fiscal year ended 2022 was approximately $ 0.3 million.

The Company recognized net interest income of $ 0.2 million, $ 2.4 million and $ 4.3 million for fiscal years ended 2025, 2024 and 2023, respectively, due to the reversals of prior year accrued interest.

The Company is subject to periodic audits by domestic and foreign tax authorities.

6 unchanged sentences

During the fourth quarter of fiscal year ended 2023, the federal examination for tax years 2013 through 2014 closed with no liability due.

As such, the related unrecognized tax benefits and interest were released totaling $ 19.9 million, offset by $ 5.4 million of competent authority benefits reversed.

related unrecognized tax benefits and interest were released totaling $ 19.9 million, offset by $ 5.4 million of competent authority benefits reversed.

As of December 28, 2025, the remaining indemnification receivable from Johnson & Johnson totaled $ 3.3 million and is included as a component of Prepaid expenses and other current assets on the Consolidated Balance Sheet.

1 unchanged sentence

As such, Luxembourg net operating loss and interest expense carryforward deferred tax assets that were previously fully offset by a valuation allowance have been reduced by the amount of uncertain tax benefits recorded as a contra deferred tax asset.

The Luxembourg income tax audit is not expected to be settled in the next 12 months.

The following table summarizes the changes to the valuation allowance for balances for fiscal years ended 2025, 2024 and 2023:

6 unchanged sentences

Fiscal year ended December 29, 2024 $ 274.7 — 31.3 ( 163.6 ) $ 142.4

Fiscal year ended January 1, 2023 $ 2.3 223.5 26.2 ( 0.7 ) $ 251.3

Fiscal year ended December 31, 2023 $ 251.3 — 10.4 13.0 $ 274.7

(1) The other decreases in valuation allowance during fiscal year ended 2024 related predominately to reserves for unrecognized tax benefits recorded on certain Luxembourg tax loss carryforwards during the period.

Disclosed below is a summary of net income taxes paid or refunded by jurisdiction pursuant to the disclosure requirements of ASU 2023-09 for fiscal year ended 2025.

Fiscal Year Ended

(In millions) 2025

Income Tax Payments (Net of Refunds)

Federal $ ( 23.2 )

State and Local

New York ( 4.7 )

Other ( 6.1 )

Total Taxes Paid (Net of Refunds) $ ( 25.4 )

Balance Sheet Account Details

4 unchanged sentences

Cash, cash equivalents and restricted cash $ 169.8 $ 98.5

Marketable Securities

The Company had no marketable securities outstanding as of December 29, 2024.

The following table is a summary of marketable securities as of December 31, 2023:

December 31, 2023

(In millions) Amortized Cost Gross Unrealized Losses Fair Value

Corporate bonds $ 38.1 $ ( 0.1 ) $ 38.0

Corporate asset-backed securities 8.9 — 8.9

Agency bonds 1.5 — 1.5

Total marketable securities, current 48.5 ( 0.1 ) 48.4

Corporate bonds, non-current 4.5 — 4.5

Corporate asset-backed securities, non-current 0.9 — 0.9

Sovereign government bonds, non-current 2.0 — 2.0

Total marketable securities $ 55.9 $ ( 0.1 ) $ 55.8

Accounts Receivable, Net

14 unchanged sentences

Fiscal year ended December 29, 2024 $ 91.8 $ 486.2 $ ( 478.4 ) $ 99.6

Fiscal year ended January 1, 2023 $ 52.4 $ 407.6 $ ( 370.9 ) $ 89.1

(1) Includes opening balance of $ 31.4 million related to the Combinations during fiscal year ended 2022.

Fiscal year ended December 31, 2023 $ 89.1 $ 493.5 $ ( 490.8 ) $ 91.8

(1) Primarily represents charges for contract rebate allowances recorded as reductions to revenue.

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Prepaid expenses 53.9 73.2

Contract assets 32.5 46.2

Other receivables 40.2 24.3

Contract assets 34.7 32.5

Derivatives 13.7 15.1

Other 1.1 3.1

Total prepaid expenses and other current assets $ 250.5 $ 262.4

(1) Primarily relates to cloud computing.

Property, Plant and Equipment, Net

19 unchanged sentences

Deferred revenue 37.8 33.5

Derivatives 32.1 4.0

Operating lease liabilities 29.3 31.1

Professional services 25.8 21.4

Accrued other taxes payable 26.3 20.9

Derivatives 4.0 12.1

Contract termination cost 25.0 —

Other 81.4 71.4

3 unchanged sentences

As a result, the Company decided to (i) sell the McKellar, San Diego, CA facility and (ii) sell the Raritan, NJ facility with the intent to subsequently lease back the right to use the property.

In the second quarter of 2024, the properties met the requirements for reclassification from property, plant and equipment, net to assets held for sale when it became probable that the properties would be sold within one year.

value of the assets was reduced to its estimated relative fair value less costs to sell, resulting in an impairment charge of $ 56.9 million that was included in Asset impairment charge.

In the second quarter of 2024, the properties met the requirements for reclassification from property, plant and equipment, net to assets held for sale.

The carrying value of the assets was reduced to its estimated relative fair value less costs to sell, resulting in an impairment charge of $ 56.9 million that was included in Asset impairment charge for the fiscal year ended 2024.

The McKellar, San Diego, CA facility was sold during the fourth quarter of 2024 for net cash proceeds of $ 9.3 million, resulting in a loss on disposal of $ 1.2 million.

This loss was included in Other operating expenses.

In the third quarter of 2025, the Company recorded an additional impairment charge of $ 9.7 million as a result of the latest fair value assessment of the Raritan, NJ facility.

The Raritan, NJ facility continues to meet the criteria for held for sale.

1 unchanged sentence

Changes in goodwill were as follows:

(In millions) North America EMEA China Other Total

Balance at January 1, 2023 $ 1,547.7 $ 358.6 $ 118.1 $ 452.4 $ 2,476.8

Reallocation of goodwill (1)

204.9 212.6 ( 32.2 ) ( 385.3 ) —

Purchase accounting adjustments ( 9.4 ) ( 4.1 ) ( 1.3 ) ( 5.1 ) ( 19.9 )

(In millions) North America EMEA China JPAC Latin America Total

Balance at December 31, 2023 $ 1,743.9 $ 582.4 $ 85.7 $ 60.9 $ 19.1 $ 2,492.0

Impairment charge ( 1,743.9 ) — ( 17.3 ) ( 61.4 ) — ( 1,822.6 )

Foreign currency translation — ( 16.4 ) ( 1.8 ) 0.5 ( 2.2 ) ( 19.9 )

0.7 15.3 1.1 18.0 35.1

Balance at December 29, 2024 $ — $ 566.0 $ 66.6 $ — $ 16.9 $ 649.5

2 unchanged sentences

Balance at December 28, 2025 $ — $ — $ — $ — $ — $ —

(1) During the fourth quarter of 2023, management identified an incorrect allocation of goodwill arising from the Combinations.

The reallocation solely impacts the translation of foreign exchange on goodwill reflected through the cumulative translation adjustments.

An out-of-period adjustment was included in fiscal year ended 2023 to increase goodwill and decrease AOCI by $ 15.5 million.

The adjustment was not material to the previously reported Consolidated Financial Statements of the Company.

The gross goodwill balance was $ 2,472.1 million as of December 29, 2024.

Accumulated goodwill impairment losses were $ 1,822.6 million as of December 29, 2024.

Intangible assets consisted of the following:

8 unchanged sentences

Customer relationships 20.0 2,036.2 ( 463.5 ) 1,572.7 2,027.1 ( 366.8 ) 1,660.3

License agreements 6.7 3.1 ( 3.1 ) — 3.1 ( 3.1 ) —

License agreements N/A — — — 3.1 ( 3.1 ) —

Patent and trademark costs 14.9 402.6 ( 114.1 ) 288.5 401.3 ( 87.6 ) 313.7

1 unchanged sentence

Total intangible assets $ 3,459.9 $ ( 896.1 ) $ 2,563.8 $ 3,453.7 $ ( 718.1 ) $ 2,735.6

* N/A - Not applicable due to zero balance.

Interim impairment assessment 2025

During the third quarter of 2025, the Company concluded that the sustained decline in the Company’s stock price and market capitalization was a triggering event requiring an interim goodwill impairment assessment for all reporting units.

Based on the Company’s interim goodwill impairment assessment in the third quarter of 2025, the Company concluded that the EMEA, China and Latin America reporting units’ carrying values exceeded their respective fair values.

As a result, the Company recorded a non-cash goodwill impairment charge of $ 614.8 million, $ 68.1 million and $ 17.8 million in the third quarter of 2025 for the EMEA, China and Latin America reporting units, respectively, which represented a full impairment of the goodwill allocated to these reporting units.

The quantitative goodwill assessment for all reporting units consisted of a fair value calculation that combines an income approach, using a discounted cash flow method, and a market approach, using the guideline public company method.

The quantitative goodwill impairment assessment requires the application of a number of significant assumptions, including estimates of future revenue growth rates, EBITDA margins, discount rates and market multiples.

The projected future revenue

growth rates and EBITDA margins, and the resulting projected cash flows are based on historical experience and internal annual operating plans reviewed by management, extrapolated over the forecast period.

Discount rates are determined using a weighted average cost of capital adjusted for risk factors specific to the reporting units.

Market multiples are based on the guideline public company method using comparable publicly traded company multiples of revenue and EBITDA for a group of benchmark companies.

The Company believes the assumptions that were used in the quantitative goodwill impairment assessment are reasonable and consistent with assumptions that would be used by other marketplace participants.

The Company reviews long-lived assets, including intangible assets, for impairment when events or changes in circumstances indicate the carrying value of an asset group may not be recoverable.

Given the indications of possible impairment that occurred during the third quarter of 2025, the Company tested its EMEA, China and Latin America long-lived asset group for recoverability and impairment as of September 28, 2025.

Recoverability of long-lived assets is measured by a comparison of the carrying value of an asset group to future undiscounted net cash flows expected to be generated by the asset group.

The undiscounted cash flows for the EMEA,China and Latin America long-lived asset group were above the carrying value and the Company determined that the long-lived asset group was recoverable, and no impairment existed as of September 28, 2025.

Interim impairment assessment 2024

During the first quarter of 2024, the Company concluded that (i) the sustained decline in the Company’s stock price and market capitalization that occurred during the first quarter of 2024, (ii) the faster than expected decline in COVID-19 and flu markets, and (iii) the delay in the timing of expected commercialization for SAVANNA were triggering events requiring an interim goodwill impairment assessment for all reporting units.

6 unchanged sentences

Based on the Company’s annual goodwill impairment assessment in the fourth quarter of 2024, the Company concluded that the China and JPAC reporting units’ carrying values exceeded their respective estimated fair values.

As a result, the Company

recorded non-cash goodwill impairment charges of $ 17.3 million and $ 61.4 million in the fourth quarter of 2024 for the China and JPAC reporting units, respectively, which represented a full impairment of the goodwill allocated to the JPAC reporting unit.

The estimated fair values of the EMEA and Latin America reporting units as of the annual impairment assessment date exceeded their respective carrying values.

The excess of the estimated fair value over carrying value (expressed as a percentage of carrying value for the respective reporting unit) was approximately 8 % and 45 %, respectively.

Due to the significant excess of fair value over carrying value of these reporting units, they are less sensitive to changes in forecast assumptions.

To evaluate the sensitivity of the fair value calculations used in the interim goodwill impairment test for the EMEA and Latin America reporting units, the Company applied a hypothetical 5 % decrease to the fair value of each reporting unit and compared that hypothetical value to the reporting unit’s carrying value.

Based on this hypothetical 5 % decrease, the excess of the estimated fair value over carrying value (expressed as a percentage of carrying value for the respective reporting unit) was approximately 3 % and 37 % for the EMEA and Latin America reporting units, respectively.

As a result, the Company recorded non-cash goodwill impairment charges of $ 17.3 million and $ 61.4 million in the fourth quarter of 2024 for the China and JPAC reporting units, respectively, which represented a full impairment of the goodwill allocated to the JPAC reporting unit.

The quantitative goodwill impairment assessment for all reporting units consisted of a fair value calculation that combines an income approach, using a discounted cash flow method, and a market approach, using the guideline public company method.

7 unchanged sentences

Recoverability of long-lived assets is measured by a comparison of the carrying value of an asset group to future undiscounted net cash flows expected to be generated by the asset group.

The undiscounted cash flows for the North America, China and JPAC long-lived asset groups were above the carrying value and the Company determined that the long-lived asset groups were recoverable, and no impairment existed as of March 31, 2024 for North America and as of December 29, 2024 for China and JPAC.

The undiscounted cash flows for the North America, China and JPAC long-lived asset groups were above the carrying value and the

Company determined that the long-lived asset groups were recoverable, and no impairment existed as of March 31, 2024 for North America and as of December 29, 2024 for China and JPAC.

Amortization expense related to the capitalized software costs was $ 3.6 million, $ 2.7 million and $ 0.6 million for fiscal years ended 2025, 2024 and 2023, respectively.

4 unchanged sentences

(In millions) December 28, 2025 December 29, 2024

Term Loan $ 2,282.7 $ 2,420.2

Term Loan A $ 1,150.0 $ 2,282.7

Term Loan B 1,450.0 —

Revolving Credit Facility 80.0 198.0

3 unchanged sentences

Unamortized deferred financing costs ( 19.6 ) ( 5.5 )

Unamortized original issue discount ( 27.9 ) —

Total borrowings 2,650.2 2,483.1

1 unchanged sentence

Long-term borrowings $ 2,471.9 $ 2,141.3

The Credit Agreement consists of a $ 2,750.0 million Term Loan and an $ 800.0 million Revolving Credit Facility.

Availability under the Revolving Credit Facility, after deducting letters of credit of $ 13.0 million and $ 198.0 million borrowings outstanding, was $ 589.0 million as of December 29, 2024.

In connection with the Credit Agreement, the Company incurred $ 15.4 million of debt issuance costs, of which $ 11.9 million was related to the Term Loan and $ 3.5 million was related to the Revolving Credit Facility.

Debt issuance costs related to the issuance of the Term Loan were recorded as a reduction of the principal amount of the borrowings and are amortized using the effective interest method as a component of Interest expense, net over the life of the Term Loan.

(1) Includes proceeds received from a three-year lease arrangement in India, whereby the Company will sell its instruments placed at customer locations under a reagent rental agreement.

The transaction did not qualify as a sale and is accounted for as a financing arrangement.

On August 21, 2025 (the “Closing Date”), the Company entered into a credit agreement (the “Credit Agreement”) by and among the Company, as borrower, Bank of America, N.A., as administrative agent and swing line lender (“Bank of America”), and the other lenders and L/C issuers party thereto (together with Bank of America, the “Lenders”).

Pursuant to the Credit Agreement, the Lenders provided the Company with (i) a $ 1.15 billion senior secured term loan A facility (the “Term Loan A”), (ii) a $ 100.0 million senior secured delayed draw term loan A facility (the “DDTL Term Loan A”;

together with the Term Loan A, the “Term Loan A Facilities”), (iii) a $ 1.45 billion senior secured term loan B facility (the “Term Loan B”;

collectively with the Term Loan A Facilities, the “Term Loans”) and (iv) a $ 700.0 million revolving credit facility (the “Revolving Credit Facility”;

together with the Term Loans, the “Financing”).

The Financing is guaranteed by certain material domestic subsidiaries of the Company (the “Guarantors”) and is secured by liens on substantially all of the assets of the Company and the Guarantors, excluding real property and certain other types of excluded assets.

Loans under the Credit Agreement will bear interest at a rate equal to the Term SOFR, plus the Applicable Rate, or Base Rate, plus the Applicable Rate (each as defined in the Credit Agreement).

On the Closing Date, the Company borrowed the entire amount of the Term Loan A and the Term Loan B, and the effective interest rates as of December 28, 2025 were 6.87 % and 8.43 %, respectively.

The weighted average effective interest rate on aggregate Term Loans, net of interest rate swaps, as of December 28, 2025 was 7.03 %.

During the fiscal year ended 2025, the Company recorded a $ 5.1 million loss on extinguishment in connection with the Financing, representing the difference between the reacquisition value and the net carrying value of the extinguished debt.

The Company used the proceeds of the Term Loan A and the Term Loan B, along with its cash on hand, to (i) repay the remaining $ 2,213.9 million and $ 490.0 million owed under the previous term loan and previous revolving credit facility,

respectively, under the Prior Credit Agreement, which was terminated upon such repayment, including principal, accrued interest and outstanding fees and (ii) pay the fees and expenses incurred in connection with the Financing.

In connection with the Credit Agreement, the Company incurred (i) $ 24.8 million of debt issuance costs, of which $ 6.1 million was related to Term Loan A, $ 15.0 million was related to the Term Loan B and $ 3.7 million was related to the Revolving Credit Facility and (ii) $ 29.0 million of an original issue discount on the Term Loan B.

Issuance costs and the discount were recorded as a reduction of the principal amount of the borrowings and are amortized using the effective interest method as a component of Interest expense, net over the life of the Term Loans.

Debt issuance costs related to the Revolving Credit Facility were recorded as Other assets and are amortized on a straight-line basis over the term of the Revolving Credit Facility.

During the year ended December 29, 2024, the Company made $ 137.5 million in payments on the Term Loan.

The Term Loan is subject to quarterly amortization of the principal amount on the last business day of each fiscal quarter of the Company (commencing on September 30, 2022).

The required quarterly payments are 1.875 % of the aggregate initial principal amount of the Term Loan through the fiscal second quarter of 2024, and 1.250 % thereafter.

The final remaining principal installment is due on the maturity date.

The Term Loan and the Revolving Credit Facility will mature on May 27, 2027.

Availability under the Revolving Credit Facility, after deducting letters of credit of $ 23.4 million and $ 80.0 million borrowings outstanding, was $ 596.6 million as of December 28, 2025.

During fiscal year ended 2025, the Company borrowed $ 554.0 million and made $ 672.0 million in payments on the Revolving Credit Facility.

The Term Loans are subject to quarterly amortization at a quarterly rate of 1.25 % and 0.25 % of the aggregate initial principal amount of the Term A Loan and the Term B loan, respectively, as are set forth in the Credit Agreement.

The Term Loan A Facilities and the Revolving Credit Facility will mature on August 21, 2030, and the Term Loan B will mature on August 21, 2032.

The Company must prepay loans outstanding under the Credit Agreement in an amount equal to the Net Cash Proceeds (as defined in the Credit Agreement) from (i) certain property dispositions and (ii) the receipt of certain other amounts not in the ordinary course of business, such as certain insurance proceeds and condemnation awards, in each case, if not reinvested within a specified time period as contemplated in the Credit Agreement.

The Credit Agreement contains affirmative and negative covenants that are customary for credit agreements of this nature.

The negative covenants include, among other things, limitations on asset sales, mergers, indebtedness, liens, investments and transactions with affiliates.

On April 25, 2024, the Company entered into Amendment No.

2 to the Credit Agreement, by and among the Company, the lenders party thereto, and Bank of America, N.A., as administrative agent.

The amendment sets a maximum Consolidated Leverage Ratio (as defined in the Credit Agreement) for the applicable measurement period as of the last day of each fiscal quarter of (a) 4.50 to 1.00 on or prior to June 30, 2023, (b) 4.00 to 1.00 after June 30, 2023 and on or prior to June 30, 2024, (c) 4.25 to 1.00 after June 30, 2024 and on or prior to December 31, 2024, (d) 4.00 to 1.00 after December 31, 2024 and on or prior to June 30, 2025 and (e) 3.75 to 1.00 each fiscal quarter after June 30, 2025.

The Credit Agreement contains a minimum Consolidated Interest Coverage Ratio (as defined in the Credit Agreement) of 3.00 to 1.00 as of the end of any fiscal quarter for the most recently completed four fiscal quarters.

The negative covenants include, among other matters, limitations on asset sales, mergers, indebtedness, liens, investments and transactions with affiliates.

The Credit Agreement contains two financial covenants:

(i) a maximum Consolidated Leverage Ratio (as defined in the Credit Agreement) as of the last day of each fiscal quarter of (a) 4.50 to 1.00 for each fiscal quarter in the first three years following the Closing Date and (b) 4.25 to 1.00 for each fiscal quarter thereafter;

and (ii) a minimum Consolidated Interest Coverage Ratio (as defined in the Credit Agreement) of 3.00 to 1.00 as of the end of any fiscal quarter for the most recently completed four fiscal quarters.

The Company was in compliance with the financial covenants as of December 28, 2025.

The estimated fair value of the Company’s borrowings under the Term Loans was $ 2,563.5 million at December 28, 2025, compared to the carrying amount, excluding debt issuance costs, of $ 2,600.0 million.

The estimated fair value of the Company’s borrowings under the previous term loan under the Prior Credit Agreement was $ 2,254.2 million at December 29, 2024, compared to the carrying amount, excluding debt issuance costs, of $ 2,282.7 million.

The estimate of fair value is generally based on the quoted market prices for similar issuances of long-term debt with the same maturities, which is classified as a Level 2 input.

The following table provides the detailed amounts within Interest expense, net for fiscal years ended 2025, 2024 and 2023:

1 unchanged sentence

(In millions) 2025 2024 2023

Term Loan $ 171.9 $ 175.6 $ 73.0

Term Loan A $ 120.9 $ 171.9 $ 175.6

Term Loan B 42.4 — —

Revolving Credit Facility 19.8 16.4 3.3

Amortization of deferred financing costs 3.6 3.2 3.3

Amortization of original issue discount 1.1 — —

Derivative instruments and other ( 8.0 ) ( 25.4 ) ( 29.1 )

3 unchanged sentences

(In millions)

Thereafter 1,377.4

Total $ 2,697.7

10 unchanged sentences

ROU assets obtained in exchange for new lease liabilities $ 19.9 $ 30.5 $ 17.9

$ 30.5 $ 17.9 $ 29.9

(1) Summers Ridge Lease — The Company leases four buildings that are located on the Summers Ridge property in San Diego, California with an initial term through January 2033 with options to extend the lease for two additional five-year terms upon satisfaction of certain conditions, which have not been included in the determination of the lease term.

The must-take provisions related to the fourth building became effective in November 2022 upon expiration of the previous tenant’s lease.

As a result, the Company recorded a ROU asset and a corresponding lease liability of approximately $ 20.6 million in November 2022.

The Company leases its facilities and certain equipment.

14 unchanged sentences

Equity Incentive Plan

In connection with the Combinations, the Company assumed Quidel’s 2018 Equity Incentive Plan, as amended and restated (the “Quidel Equity Plan”), including all form of award agreements and grants of awards issued thereunder, and shares of Quidel’s common stock (“Quidel Shares”) subject to the plan were replaced by an equivalent number of shares of QuidelOrtho’s common stock.

In connection with the assumption of the Quidel Equity Plan, the Quidel Equity Plan was renamed the “QuidelOrtho Corporation Amended and Restated 2018 Equity Incentive Plan” (the “2018 Plan”) and all references to the “Company” in the Quidel Equity Plan were changed to QuidelOrtho.

Also in connection with the Combinations, the Company assumed all obligations of Quidel pursuant to each stock option to purchase a Quidel Share and pursuant to each right to acquire or vest in a Quidel Share that was outstanding immediately prior to the closing of the Combinations, and all agreements relating to such equity awards.

The Company grants (i) stock options and (ii) RSUs, which include time-based RSUs, performance-based RSUs and restricted stock awards, to employees and non-employee directors, under the 2018 Plan.

The Company assumed Quidel’s 2018 Equity Incentive Plan, as amended and restated (the “Quidel Equity Plan”), including all form of award agreements and grants of awards issued thereunder, and shares of Quidel’s common stock (“Quidel Shares”) subject to the plan were replaced by an equivalent number of shares of QuidelOrtho’s common stock.

In connection with the assumption of the Quidel Equity Plan, the plan was renamed the “QuidelOrtho Corporation Amended and Restated 2018 Equity Incentive Plan” (the “2018 Plan”) and all references to the “Company” in the Quidel Equity Plan were changed to QuidelOrtho.

At the Company's 2025 Annual Meeting of Stockholders, the Company’s stockholders approved the adoption of the Company’s Second Amended and Restated 2018 Equity Incentive Plan (the “Second A&R 2018 Plan”) to amend and restate the 2018 Plan to (1) increase the number of shares of the Company’s common stock authorized for issuance under the 2018 Plan by 6,200,000 shares;

(2) extend the term of the 2018 Plan to May 20, 2035;

and (3) make related administrative changes.

The Company grants (i) stock options and (ii) RSUs, which include time-based RSUs, performance-based RSUs and restricted stock awards, to employees and non-employee directors, under the Second A&R 2018 Plan.

Quidel previously granted stock options under its 2016 Equity Incentive Plan (the “2016 Plan”), Amended and Restated 2010 Equity Incentive Plan (the “2010 Plan”) and Amended and Restated 2001 Equity Incentive Plan (the “2001 Plan”).

The 2016 Plan, 2010 Plan and 2001 Plan were terminated at the time of adoption of the Quidel Equity Plan, but the terminated plans continue to govern outstanding options granted thereunder.

The 2016 Plan, 2010 Plan and 2001 Plan were terminated at the time of adoption of the Quidel Equity Plan.

The terminated 2016 Plan and 2010 Plan continue to govern outstanding options granted thereunder.

The Company has stock options and RSUs outstanding, which were issued under these equity incentive plans to certain employees and non-employee directors.

Stock options granted under these plans have terms ranging up to ten years , have exercise prices ranging from $ 15.40 to $ 254.00 per share, and generally vest over three or four years .

As of December 29, 2024, 411,892 shares of common stock remained available for grant and 2,892,702 shares of common stock were reserved for future issuance under the 2018 Plan.

As of December 28, 2025, 4,476,946 shares of common stock remained available for grant and 7,105,501 shares of common stock were reserved for future issuance under the Second A&R 2018 Plan.

The Company grants RSUs to certain officers and directors.

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For fiscal years ended 2025, 2024 and 2023, certain employees of the Company were eligible to participate in the Employee Deferred Compensation Plan with respect to any payments received under the Company’s cash incentive plan.

Participating employees could elect to receive 50 % or 100 % of the value of their cash bonus in the form of fully vested RSUs, plus a premium of additional RSUs, issued under the 2018 Plan.

Participating employees could elect to receive 50 % or 100 % of the value of their cash bonus in the form of fully vested RSUs, plus a premium of additional RSUs, issued under the Second A&R 2018 Plan.

The premium RSUs are subject to a one-year vesting requirement from the date of issuance.

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Employee Stock Purchase Plan

In connection with the Combinations, the Company assumed Quidel’s 1983 Employee Stock Purchase Plan, as amended and restated (the “Quidel ESPP”), and the Quidel Shares subject to the Quidel ESPP were replaced by an equivalent number of shares of QuidelOrtho’s common stock.

In connection with the assumption of the Quidel ESPP, the Quidel ESPP was renamed the “QuidelOrtho Corporation Amended and Restated 1983 Employee Stock Purchase Plan” (the “ESPP”) and all references to the “Company” in the Quidel ESPP were changed to QuidelOrtho.

The Company assumed Quidel’s 1983 Employee Stock Purchase Plan, as amended and restated (the “Quidel ESPP”), and the Quidel Shares subject to the Quidel ESPP were replaced by an equivalent number of shares of QuidelOrtho’s common stock.

In connection with the assumption of the Quidel ESPP, the Quidel ESPP was renamed the “QuidelOrtho Corporation Amended and Restated 1983 Employee Stock Purchase Plan” and all references to the “Company” in the Quidel ESPP were changed to QuidelOrtho.

Under the ESPP, certain full-time employees were allowed to purchase common stock through payroll deductions (which could not exceed 10 % of the employee’s compensation) at the lower of 85 % of fair market value at the beginning or end of each six-month purchase period.

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On August 17, 2022, the Board authorized the Stock Repurchase Program, allowing the Company to repurchase up to $ 300.0 million of its common stock, which expired on August 17, 2024.

During fiscal year ended 2024, the Company did not repurchase any shares of its common stock through the expiration date.

During fiscal years ended 2023 and 2022, 120,000 and 953,468 shares of outstanding common stock, respectively, were repurchased under the Stock Repurchase Program.

There were no shares repurchased for the fiscal years ended 2025 or 2024.

During fiscal year ended 2023, 120,000 shares of outstanding common stock were repurchased under the Stock Repurchase Program.

Stock-based Compensation

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Research and development 2.9 3.4 4.9

Acquisition and integration costs 7.5 16.9 30.4

Restructuring, integration and other charges 3.8 7.5 16.9

Total stock-based compensation expense $ 45.5 $ 42.4 $ 63.8

Income tax (expense) benefit $ ( 1.7 ) $ ( 7.1 ) $ 1.7

The table above includes $ 12.2 million and $ 17.2 million of compensation expense related to liability-classified awards for fiscal years ended 2023 and 2022, respectively, which has been or is expected to be settled in cash.

The table above includes $ 12.2 million of compensation expense related to liability-classified awards for fiscal year ended 2023, which has been settled in cash.

These awards primarily represent the $ 7.14 per share cash settled portion of the replacement awards issued in connection with the Combinations.

Cash paid to settle liability-classified awards was $ 7.3 million and $ 20.9 million for fiscal years ended 2023 and 2022, respectively.

Amounts related to fiscal year ended 2024 were not material.

Cash paid to settle liability-classified awards was $ 7.3 million for fiscal year ended 2023.

Amounts related to fiscal years ended 2025 and 2024 were not material.

For fiscal years ended 2025, 2024 and 2023, the Company recorded $ 0.6 million, $ 0.6 million and $ 1.5 million in stock-based compensation expense, respectively, associated with the Employee Deferred Compensation Plan described in “—Note 11.

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Fiscal Year Ended

December 29, 2024 December 31, 2023 January 1, 2023

2025 2024 2023

Risk-free interest rate 3.94 % 4.60 % 3.52 %

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The expected volatility is based on the historical volatility of the Company’s common stock.

The risk-free interest rate is based on the U.S.

The risk-free interest rate

is based on the U.S.

Treasury yield curve over the expected term of the option.

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The fair value of RSUs is determined based on the closing market price of the Company’s common stock on the grant date.

The weighted-average fair value of RSUs granted during the fiscal years ended December 31, 2023 and January 1, 2023 was $ 86.49 and $ 97.31 , respectively.

The weighted-average fair value of RSUs granted during the fiscal years ended December 29, 2024 and December 31, 2023 was $ 50.05 and $ 86.49 , respectively.

Commitments and Contingencies

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The Company had $ 236.9 million of purchase obligations as of December 28, 2025, the majority of which is expected to be purchased in the next year.

minimum or variable price provisions and (iii) the approximate timing of the transaction, as well as amounts for planned inventory purchases under contractual arrangements.

These purchase obligations include agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms, including (i) fixed or minimum quantities to be purchased, (ii) fixed, minimum or variable price provisions and (iii) the approximate timing of the transaction, as well as amounts for planned inventory purchases under contractual arrangements.

Litigation and Other Legal Proceedings

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Teamsters Funds filed an amended complaint on February 7, 2025, and added as additional defendants three current and former executives of the Company not previously named in the Bristol County Complaint.

On April 4, 2025, the defendants filed a motion to dismiss the amended complaint.

On April 25, 2024, and June 21, 2024, two purported stockholders of the Company filed separate stockholder derivative complaints, purportedly on behalf of the Company, against the current and certain former members of the Board and three of the Company’s current and former executives.

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The Company disputes the allegations of wrongdoing and intends to defend itself vigorously in these matters.

Nevertheless, the outcomes of these lawsuits are uncertain and cannot be predicted with any certainty.

Accordingly, at this time, the Company is not able to estimate a possible loss or range of loss that may result from these lawsuits or to determine whether such loss, if any, would have a material adverse effect on its business, financial condition, results of operations or liquidity.

The Company is not able to estimate a possible loss or range of loss that may result from these lawsuits or to determine whether such loss, if any, would have a material adverse effect on its business, financial condition, results of operations or liquidity.

From time to time, the Company is involved in litigation and other legal proceedings, including matters related to product liability claims, commercial disputes and intellectual property claims, as well as regulatory, employment, and other claims related to its business.

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For those matters as to which the Company is not able to estimate a possible loss or range of loss, the Company is not able to determine whether the loss will have a material adverse effect on its business, financial condition, results of operations or liquidity.

During the third quarter of 2025, a final judgment was entered relating to a dispute with a potential supplier for COVID-19 pandemic raw materials and services, which required the Company to pay monetary damages of $ 10.8 million, which was paid in full in the fourth quarter of 2025.

Consistent with ASC 450, for the three months ended April 2, 2023, the Company accrued reserves of $ 1.4 million for this matter, representing the minimum amount in the then-estimable range of loss.

The Company accrued additional reserves of $ 9.4 million for this matter in the third quarter of 2025.

Following the payment of $ 10.8 million in the fourth quarter of 2025, there was no remaining accrual for this matter as of fiscal year ended 2025.

Management believes that all current legal actions, to which the Company is able to estimate a possible loss or range of loss, in the aggregate, are not expected to have a material adverse effect on the Company.

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The Company had royalty and license expenses relating to those agreements of approximately $ 14.0 million, $ 18.5 million and $ 21.8 million for fiscal years ended 2025, 2024 and 2023, respectively.

Fair Value Measurements

The following table presents the Company’s hierarchy for its assets and liabilities measured at fair value on a recurring basis as of the following periods:

December 29, 2024 December 31, 2023

(In millions) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total

Marketable securities $ — $ — $ — $ — $ — $ 55.8 $ — $ 55.8

Derivative assets — 36.6 — 36.6 — 6.9 — 6.9

Total assets measured at fair value $ — $ 36.6 $ — $ 36.6 $ — $ 62.7 $ — $ 62.7

Derivative liabilities $ — $ 5.4 $ — $ 5.4 $ — $ 27.5 $ — $ 27.5

Contingent consideration — — — — — — 0.1 0.1

Total liabilities measured at fair value $ — $ 5.4 $ — $ 5.4 $ — $ 27.5 $ 0.1 $ 27.6

There were no transfers of assets or liabilities into or out of Level 3 of the fair value hierarchy during fiscal years ended 2024 and 2023.

Marketable securities consist of investment-grade corporate and government debt securities, corporate asset-backed securities and commercial paper.

Derivative financial instruments are based on observable inputs that are corroborated by market data.

Observable inputs include broker quotes, daily market foreign currency rates and forward pricing curves.

Financial Instruments Not Measured at Fair Value

The estimated fair value of the Company’s borrowings under the Term Loan was $ 2,254.2 million at December 29, 2024, compared to the carrying amount, excluding debt issuance costs, of $ 2,282.7 million.

The estimated fair value of the Company’s borrowings under the Term Loan was $ 2,396.0 million at December 31, 2023, compared to the carrying amount, excluding debt issuance costs of $ 2,420.2 million.

The estimate of fair value is generally based on the quoted market prices for similar issuances of long-term debt with the same maturities, which is classified as a Level 2 input.

Derivative Instruments and Hedging Activities

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Interest Rate Hedging Instruments

The Company’s interest rate risk relates primarily to interest rate exposures on variable rate debt, including the Revolving Credit Facility and Term Loan.

The Company’s interest rate risk relates primarily to interest rate exposures on variable rate debt, including the Revolving Credit Facility and Term Loans.

Refer to “—Note 9.

Borrowings” for additional information on the currently outstanding components of the Revolving Credit Facility and Term Loan.

Borrowings” for additional information on the currently outstanding components of the Revolving Credit Facility and Term Loans.

The Company entered into interest rate swap agreements to hedge the related risk of the variability to the Company’s cash flows due to the rates specified for these credit facilities.

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In the event the Company determines the hedged transaction is no longer probable to occur or concludes the hedge relationship is no longer effective, the hedge is prospectively de-designated.

Pre-tax unrealized gain of $ 6.5 million as of December 29, 2024 is expected to be reclassified from OCI to earnings in the next 12 months.

Pre-tax unrealized loss of $ 7.6 million as of December 28, 2025 is expected to be reclassified from OCI to earnings in the next 12 months.

The following table summarizes the Company’s interest rate derivative agreements as of December 28, 2025, all of which were interest rate swaps:

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$ 175.0 Pay 3.7435 % fixed, receive floating rate (1-month USD-SOFR)

Designated cash flow hedge December 30, 2022 May 27, 2027

Designated cash flow hedge August 22, 2025 August 16, 2032

$ 100.0 Pay 3.6275 % fixed, receive floating rate (1-month USD-SOFR)

Designated cash flow hedge December 30, 2022 May 27, 2027

Designated cash flow hedge August 22, 2025 August 22, 2030

$ 200.0 Pay 3.7435 % fixed, receive floating rate (1-month USD-SOFR)

Designated cash flow hedge December 30, 2022 May 27, 2027

Designated cash flow hedge August 22, 2025 August 16, 2032

$ 250.0 Pay 3.6275 % fixed, receive floating rate (1-month USD-SOFR)

Designated cash flow hedge December 30, 2022 May 27, 2027

Designated cash flow hedge August 22, 2025 August 22, 2030

$ 100.0 Pay 3.6275 % fixed, receive floating rate (1-month USD-SOFR)

Designated cash flow hedge December 30, 2022 May 27, 2027

During the fourth quarter of 2022 the Company terminated its non-designated $ 1.0 billion notional value 3.428 % interest rate cap.

As a result of this termination in fiscal year ended 2022, the Company recognized an immaterial gain within Other expense, net and received $ 3.3 million of cash proceeds, presented within operating activities in the Consolidated Statements of Cash Flows.

Designated cash flow hedge August 22, 2025 August 22, 2030

$ 225.0 Pay 3.7435 % fixed, receive floating rate (1-month USD-SOFR)

Designated cash flow hedge August 22, 2025 August 16, 2032

$ 250.0 Pay 3.6275 % fixed, receive floating rate (1-month USD-SOFR)

Designated cash flow hedge August 22, 2025 August 22, 2030

$ 100.0 Pay 3.6275 % fixed, receive floating rate (1-month USD-SOFR)

Designated cash flow hedge August 22, 2025 August 22, 2030

$ 100.0 Pay 3.7435 % fixed, receive floating rate (1-month USD-SOFR)

Designated cash flow hedge August 22, 2025 August 16, 2032

$ 100.0 Pay 3.7435 % fixed, receive floating rate (1-month USD-SOFR)

Designated cash flow hedge August 22, 2025 August 16, 2032

On December 30, 2022, the Company entered into five interest rate swaps with an aggregate notional amount of $ 1.8 billion to hedge part of the variable rate interest payments under the previous term loan under the Prior Credit Agreement.

The interest rate swaps became effective December 30, 2022 with an initial maturity date of May 27, 2027.

For each of the five interest rate swaps, the Company received floating interest payments monthly based on one-month SOFR and paid fixed rates of 3.7650 %, 3.7725 %, 3.7675 %, 3.7575 % and 3.7725 % to the respective counterparties.

These five swaps were terminated early on August 22, 2025.

The settlement value of those swaps was embedded into ten interest rate swaps entered into on August 22, 2025 with an aggregate notional amount of $ 1.6 billion as part of the variable rate interest payments under the Term Loans.

Refer to the table above for a breakdown of the respective expiration dates by specific interest rate swap.

Currency Hedging Instruments

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The Company designates certain foreign currency forward contracts as cash flow hedges.

The Company records gains and losses due to changes in fair value of the derivatives within OCI and reclassifies these amounts to Total revenues and Cost of sales, excluding amortization of intangibles in the same period or periods for which the underlying hedged transaction affects earnings.

The Company records gains and losses due to changes in fair value of the derivatives within OCI and reclassifies these amounts to Total revenues and Cost of

sales, excluding amortization of intangibles in the same period or periods for which the underlying hedged transaction affects earnings.

In the event the Company determines the hedged transaction is no longer probable to occur or concludes the hedge relationship is no longer effective, the hedge is prospectively de-designated.

Pre-tax unrealized gain of $ 8.4 million as of December 29, 2024 is expected to be reclassified from OCI to earnings in the next 12 months.

Pre-tax unrealized loss of $ 1.5 million as of December 28, 2025 is expected to be reclassified from OCI to earnings in the next 12 months.

The Company also enters into foreign currency forward contracts that are not part of designated hedging relationships and which are intended to mitigate exchange rate risk of monetary assets and liabilities and related forecasted transactions.

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Foreign currency forward contracts $ 1,139.6 Non-designated

The following table summarizes pre-tax gains and losses from designated derivative and non-derivative instruments within AOCI for fiscal years ended December 29, 2024, December 31, 2023 and January 1, 2023:

The following table summarizes pre-tax gains and losses from designated derivative and non-derivative instruments within AOCI for fiscal years ended December 28, 2025, December 29, 2024 and December 31, 2023:

Designated Hedging Instruments

(In millions) Amount of Loss (Gain) Recognized in OCI on Hedges Location of Amounts Reclassified From AOCI Into Income Amount of Loss (Gain) Reclassified From AOCI Into Income

Fiscal Year Ended December 29, 2024

(In millions) Amount of Loss (Gain) Recognized in OCI on Hedges Location of Amounts Reclassified From AOCI Into Loss Amount of Loss (Gain) Reclassified From AOCI Into Loss

Fiscal Year Ended 2025

Foreign currency forward contracts (sales) $ 6.5 Total revenues $ ( 3.2 )

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Interest rate derivatives $ 23.3 Interest expense, net $ ( 8.1 )

Fiscal Year Ended December 31, 2023

Fiscal Year Ended 2024

Foreign currency forward contracts (sales) $ ( 13.0 ) Total revenues $ 2.5

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Interest rate derivatives $ ( 44.8 ) Interest expense, net $ ( 25.5 )

Fiscal Year Ended January 1, 2023

Fiscal Year Ended 2023

Foreign currency forward contracts (sales) $ 7.0 Total revenues $ 4.3

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The Company recognizes in earnings the initial value of the excluded components on a straight-line basis over the life of the derivative instrument.

The effect of the Company’s net investment hedges on OCI and the Consolidated Statements of (Loss) Income are shown below:

The effect of the Company’s net investment hedges on OCI and the Consolidated Statements of Loss are shown below:

Net Investment Hedging Relationships

(In millions) Amount of Pre-tax Loss (Gain) Recognized in OCI Amount of Pre-tax (Gain) Loss Recognized in Other Expense, Net for Amounts Excluded from Effectiveness Testing

Fiscal Year Ended December 29, 2024

Fiscal Year Ended 2025

Foreign exchange contracts $ 38.8 $ ( 10.7 )

Fiscal Year Ended December 31, 2023

Fiscal Year Ended 2024

Foreign exchange contracts $ ( 29.6 ) $ ( 11.6 )

Fair value gains on foreign currency forward contracts, as determined using Level 2 inputs, that do not qualify for hedge accounting treatment are recorded in Other expense, net and were $ 12.4 million for fiscal year ended 2024.

Fair value gains and losses on foreign currency forward contracts that do not qualify for hedge accounting treatment were not material for fiscal years ended 2023 and 2022.

Fair value gains on interest rate derivatives, as determined using Level 2 inputs, that do not qualify for hedge accounting treatment are recorded in Other expense, net and were $ 3.4 million for fiscal year ended 2022.

There were no fair value gains and losses on interest rate derivatives that do not qualify for hedge accounting treatment for fiscal years ended 2024 and 2023.

Fiscal Year Ended 2023

Foreign exchange contracts $ 8.5 $ ( 1.0 )

Fair value losses and gains on foreign currency forward contracts, as determined using Level 2 inputs, that do not qualify for hedge accounting treatment are recorded in Other expense, net and were losses of $ 6.7 million and gains of $ 12.4 million for fiscal years ended 2025 and 2024, respectively.

Fair value gains and losses on foreign currency forward contracts that do not qualify for hedge accounting treatment were not material for fiscal year ended 2023.

The following table summarizes the fair value of designated and non-designated hedging instruments recognized within the Consolidated Balance Sheets as of December 28, 2025 and December 29, 2024:

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Other current liabilities 4.4 0.7

Fair Value of Derivative Instruments

The Company has classified its derivative instruments within Level 2 of the fair value hierarchy, as the fair values were determined using valuation models that use market observable inputs.

Long-term Employee Benefits

Defined Benefit Plans and Other Post-employment Benefits

In connection with the Combinations, the Company assumed certain defined benefit plan obligations and acquired related plan assets for employees of non-U.S.

The Company has certain defined benefit plan obligations and related plan assets for employees of non-U.S.

subsidiaries.

In addition to these defined benefit plans, the Company also assumed one non-U.S.

In addition to these defined benefit plans, the Company also has one non-U.S.

post-employment benefit plan and a replacement retiree health care reimbursement plan for certain U.S employees.

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Fiscal Year Ended

(In millions) December 29, 2024 December 31, 2023

(In millions) 2025 2024

Defined Benefit Plans

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Benefits paid ( 0.8 ) ( 1.3 )

Actuarial (gain) loss ( 1.4 ) 2.8

Actuarial gain ( 1.0 ) ( 1.4 )

Settlements ( 1.6 ) ( 1.8 )

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Fiscal Year Ended

(In millions) December 29, 2024 December 31, 2023

(In millions) 2025 2024

What changed 10-K

Item 8. Financial Statements and Supplementary Data