What changed in this filing

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Item 9A. Controls and Procedures

2026-02-19 compared with 2025-02-27 · 68 added, 80 removed, 208 unchanged (42% of the section changed)

2 unchanged sentences

We have performed an evaluation under the supervision and with the participation of our management, including our CEO and CFO, of the effectiveness of our disclosure controls and procedures, as defined in Exchange Act Rules 13a-15(e) and 15d-15(e), as of the end of the fiscal year.

Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were not effective at a reasonable assurance level as of December 29, 2024 due to the material weaknesses described below in Management’s Report on Internal Control over Financial Reporting.

Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of December 28, 2025 at a reasonable assurance level to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC.

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and procedures.

Changes in internal control over financial reporting:

There were no changes in our internal control over financial reporting during the fiscal quarter ended December 28, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s report on internal control over financial reporting:

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such terms are defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

Under the supervision and with the participation of management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Based on our evaluation, our management concluded that our internal control over financial reporting was not effective as of December 29, 2024.

A “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statement will not be prevented or detected on a timely basis.

As of December 29, 2024, the Company identified material weaknesses relating to:

(1) Undue reliance on information generated from certain software solutions affecting net revenue without effectively designed controls to ensure that the information generated from these software solutions used by management in accounting for gross revenue, accounts receivable and in the estimation of accrued rebates, was complete and accurate.

We also determined there were design deficiencies over certain management review controls including lack of evidence of review and failure to consider the completeness and accuracy of information used in the performance of those controls related to these same accounts.

(2) Insufficient controls over the evaluation of all available evidence, both positive and negative, to assess realizability of deferred tax assets.

The effectiveness of our internal control over financial reporting as of December 29, 2024 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report included herein, which contains an adverse opinion on the effectiveness of our internal control over financial reporting.

Remediation Plan:

With respect to the material weaknesses above, management, under the oversight of the Audit Committee, is in the process of designing appropriate controls to address these material weaknesses.

While we have taken steps to implement our remediation plan, the material weaknesses will not be considered remediated until the enhanced controls operate for a sufficient period of time and management has concluded, through testing, that the related controls are effective.

The Company will monitor the effectiveness of its remediation plan and refine its remediation plan as appropriate.

Changes in internal control over financial reporting:

There were no changes in our internal control over financial reporting during the fiscal quarter ended December 29, 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, other than the remediation activities described herein.

During the period ended December 29, 2024, the Company identified an interim material weakness relating to the design and operating effectiveness of management’s review controls over certain key assumptions that were utilized to determine fair value of reporting units in the Company’s interim goodwill impairment assessment conducted in the first quarter of 2024.

The Company enhanced the design and operation of certain management review controls operating over key assumptions, including projected financial information, by defining the precision by which the controls operate and retaining sufficient evidence of the review over key inputs and assumptions.

In the fourth quarter of 2024, the Company conducted its annual goodwill impairment assessment for all reporting units and concluded that the interim material weakness was fully remediated as of December 29, 2024.

Prior to filing this Annual Report, we completed significant additional procedures for the year ended December 29, 2024.

Based on these procedures, management believes that our Consolidated Financial Statements included in this Annual Report have been prepared in accordance with U.S.

Our CEO and CFO have certified, that based on their knowledge, the financial statements, and other financial information included in this Annual Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this Annual Report.

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external purposes in accordance with GAAP.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on our evaluation under the framework in Internal Control—Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 28, 2025.

The effectiveness of our internal control over financial reporting as of December 28, 2025 has been audited by KPMG LLP, our independent registered public accounting firm, as stated in their report, which is included in this Item 9A.

Remediation of previously reported material weaknesses:

Throughout fiscal year 2025, management completed the implementation and testing of various remediation measures to address the material weaknesses identified in Management’s Report on Internal Control over Financial Reporting as of December 29, 2024.

These remediation actions included, but were not limited to, the following:

• Enhanced review and monitoring controls so that information generated from certain software solutions affecting net revenue and used by management in accounting for gross revenue, accounts receivable and in the estimation of accrued rebates is complete and accurate.

These controls included:

◦ Upgraded retention requirements for supporting documentation used to evidence management’s review at an appropriate precision level over the completeness and accuracy of the information used in the performance of the controls related to the aforementioned accounts.

◦ Expanded review and monitoring controls related to third-party software solutions SOC 1 reports, including enhancement of the controls identified and tested to support the complementary user entity controls listed in the SOC 1 reports.

• Enhanced tax controls related to our deferred tax assets, including engagement of third-party tax provision advisors with the requisite skills and technical expertise to assist in the assessment and retention of documented evidence showing the evaluation of all available evidence, both positive and negative, to assess the realizability of deferred tax assets.

Based on the remediation efforts and results of management testing, we have concluded the material weaknesses identified as of December 29, 2024 were fully remediated as of December 28, 2025.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of QuidelOrtho Corporation

To the Stockholders and the Board of Directors

QuidelOrtho Corporation:

Opinion on Internal Control Over Financial Reporting

We have audited QuidelOrtho Corporation’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), (the COSO criteria).

In our opinion, because of the effect of the material weaknesses described below on the achievement of the objectives of the control criteria, QuidelOrtho Corporation (the Company) has not maintained effective internal control over financial reporting as of December 29, 2024, based on the COSO criteria.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weaknesses have been identified and included in management’s assessment.

The Company identified a material weakness related to revenue, accounts receivable and accrued rebates due to undue reliance on information generated from certain software solutions and design and operating deficiencies related to management review controls.

The Company also identified a material weakness related to insufficient controls over the evaluation of all available evidence to assess realizability of deferred tax assets.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of 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.

These material weaknesses were considered in determining the nature, timing and extent of audit tests applied in our audit of the 2024 consolidated financial statements, and this report does not affect our report dated February 27, 2025, which expressed an unqualified opinion thereon.

We have audited QuidelOrtho Corporation and subsidiaries’ (the Company) 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.

In our opinion, the Company maintained, in all material respects, effective 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.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of 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), and our report dated February 18, 2026 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

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Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

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

6 unchanged sentences

/s/ Ernst & Young LLP

San Diego, California

Short Hills, New Jersey

February 18, 2026

Other Information

(a) On February 12, 2025, the Company furnished a Current Report on Form 8-K that attached a press release announcing unaudited financial results for its fourth quarter and full year ended December 29, 2024, and posted a supplemental earnings presentation setting forth such results on the investor relations portion of the Company’s website (collectively, the “Earnings Materials”).

Subsequent to the date of furnishing the Earnings Materials, in connection with the audit of our Consolidated Financial Statements by our independent registered public accounting firm and the assessment of realizability of deferred tax assets, we identified certain tax adjustments impacting the fourth quarter and full year of 2024, resulting in an increase in Provision for income taxes and a decrease in deferred tax assets, as well as conforming changes to other measures related to these adjustments (the “Adjustments”).

This Annual Report updates the following for the fourth quarter and full year ended December 29, 2024:

Consolidated Statements of Operations

(in millions, except per share data) Previously Reported in Earnings Release Adjustments Fourth Quarter Financial Results Previously Reported in Earnings Release Adjustments Full Year Financial Results

Provision for (benefit from) income taxes $ 12.5 $ 25.0 $ 37.5 $ (104.5) $ 25.0 $ (79.5)

Net (loss) income $ (153.4) $ (25.0) $ (178.4) $ (2,027.0) $ (25.0) $ (2,052.0)

Basic (loss) earnings per share $ (2.28) $ (0.37) $ (2.65) $ (30.16) $ (0.38) $ (30.54)

Diluted (loss) earnings per share $ (2.28) $ (0.37) $ (2.65) $ (30.16) $ (0.38) $ (30.54)

Condensed Consolidated Balance Sheets

(in millions) Previously Reported in Earnings Release Adjustments As of

December 29, 2024

Deferred tax assets $ 25.0 $ (25.0) $ —

Total assets $ 6,448.6 $ (25.0) $ 6,423.6

Total stockholders’ equity $ 3,009.5 $ (25.0) $ 2,984.5

Total liabilities and stockholders’ equity $ 6,448.6 $ (25.0) $ 6,423.6

We have also updated the corresponding earnings release and earnings presentation on the investor relations portion of our website at https://ir.quidelortho.com to reflect these Adjustments, including related updates to the (i) Reconciliation of Non-GAAP Financial Information – Adjusted Net Income table and (ii) Reconciliation of Non-GAAP Financial Information – Adjusted EBITDA table.

The Adjustments have no impact on the Condensed Consolidated Statements of Cash Flows, Adjusted EBITDA, Adjusted Net Income and Adjusted Diluted EPS for the fourth quarter and full year ended December 29, 2024 that were initially set forth in the earnings release and earnings presentation on February 12, 2025.

(b) During the last fiscal quarter, no director or officer (as defined in Exchange Act Rule 16a-1(f)) adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement.

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Directors, Executive Officers and Corporate Governance

The information required by this item is incorporated herein by reference to our 2025 definitive proxy statement to be filed with the SEC within 120 days of the fiscal year ended December 29, 2024 (the “2025 Proxy Statement”), including under the headings “Proposal One - Election of Directors Proposal,” “Corporate Governance,” “ Insider Trading Policy ,” “Executive Officers” and “Delinquent Section 16(a) Reports.”

The information required by this item is incorporated herein by reference to our 2026 definitive proxy statement to be filed with the SEC within 120 days of the fiscal year ended December 28, 2025 (the “2026 Proxy Statement”), including under the headings “Proposal One - Election of Directors Proposal,” “Corporate Governance,” “ Insider Trading Policy ,” “Executive Officers” and, if applicable, “Delinquent Section 16(a) Reports.”

Executive Compensation

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Description of QuidelOrtho Corporation’s Securities Registered Pursuant to Section 12 of the Exchange Act of 1934 (incorporated by reference to Exhibit 4.2 to the Registrant’s Form 10-K for the fiscal year ended January 1, 2023 filed on February 23, 2023)

Credit Agreement, dated May 27, 2022, by and among QuidelOrtho Corporation, each lender from time to time party thereto, each L/C Issuer (as defined therein), and Bank of America, N.A., as Administrative Agent and Swing Line Lender (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed on May 27, 2022)

Credit Agreement, dated as of August 21, 2025, by and among the Company, as borrower, Bank of America, N.A., as administrative agent and swing line lender, and the other lenders and L/C issuers party thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on August 21, 2025 )

QuidelOrtho Corporation Second Amended and Restated 2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.

1 to the Registrant’s Form 8-K filed on May 27, 202 5 )

Exhibit Number Description

Increase Joinder No.

1, dated August 4, 2022, by and among QuidelOrtho Corporation, JPMorgan Chase Bank, N.A., as New Revolving Credit Lender, a Lender and a L/C Issuer, the Guarantors party thereto, and Bank of America, N.A., as the Administrative Agent (incorporated by reference to Exhibit 10.4 to the Registrant’s Form 10-Q for the quarter ended July 3, 2022 filed on August 5, 2022)

Amendment No.

2 to the Credit Agreement, dated April 25, 2024, by and among QuidelOrtho Corporation, the lenders party thereto, and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on April 29, 2024)

QuidelOrtho Corporation Amended and Restated 2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 8-K filed on May 27, 2022)

Form of Restricted Stock Unit Award Grant Notice (incorporated by reference to Exhibit 10.6 to the Registrant’s Form 10-Q for the quarter ended July 3, 2022 filed on August 5, 2022)

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Busky (incorporated by reference to Item 5.02 of the Registrant’s Form 8-K filed on November 18, 2024)

Amended and Restated Individual Retirement Program for Werner Kroll, effective as of April 4, 2023 (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q for the quarter ended April 2, 2023 filed on May 4, 2023)

Form of Integration and Retention Bonus Letter (incorporated by reference to Exhibit 10.4 to the Registrant’s Form 8-K filed on February 4, 2022)

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.10 to the Registrant’s Form 8-K filed on May 27, 2022)

Form of Severance and Change in Control Agreement

Form of Severance and Change in Control Agreement (incorporated by reference to Exhibit 10.18 to the Registrant’s Form 10-K for the fiscal year ended December 29, 2024 filed on February 27, 2025)

QuidelOrtho Board Deferred Compensation Plan (incorporated by reference to Exhibit 10.19 to the Registrant’s Form 10-K for the fiscal year ended December 31, 2023 filed on February 29, 2024)

QuidelOrtho Employee Deferred Compensation Plan (incorporated by reference to Exhibit 10.

20 to the Registrant’s Form 10-K for the fiscal year ended December 31, 2023 filed on February 29, 2024)

1 to the Registrant’s Form 10-Q for the quarter ended March 30, 2025 filed on May 8, 2025 )

Form of Retention Compensation Agreement for Joseph M.

Busky (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10-Q for quarter ended June 30, 2024 filed on August 1, 2024)

Busy and Michelle A.

Hodges (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10-Q for the quarter ended June 30, 2024 filed on August 1, 2024 )

Form of Retention and Recognition Compensation Agreement for Philip D.

McLellan (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 10-Q for the quarter ended March 30, 2025 filed on May 8, 2025)

Employment Offer Letter, dated September 16, 2024, between QuidelOrtho Corporation and Jonathan Siegrist (incorporated by reference to Exhibit 10.4 to the Registrant’s Form 10-Q for the quarter ended March 30, 2025 filed on May 8, 2025)

Summers Ridge Lease (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on January 9, 2018)

1 unchanged sentence

(incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on July 26, 2021)

Letter from Ernst & Young LLP, dated March 3, 2025 (incorporated by reference to Exhibit 16.1 to the Registrant’s Form 8-K filed on March 4, 2025)

QuidelOrtho Insider Trading Compliance Policy (incorporated by reference to Exhibit 19.1 to the Registrant’s Form 10-Q for the quarter ended September 28, 2025 filed on November 6, 2025)

Exhibit Number Description

QuidelOrtho Insider Trading Compliance Policy

Subsidiaries of QuidelOrtho Corporation

Consent of Independent Registered Public Accounting Firm

Certification by Principal Executive Officer of QuidelOrtho Corporation pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

2 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

QuidelOrtho Clawback Policy

QuidelOrtho Clawback Policy (incorporated by reference to Exhibit 97.1 to the Registrant’s Form 10-K for the fiscal year ended December 29, 2024 filed on February 27, 2025)

101* The following financial statements from the Registrant’s Annual Report on Form 10-K for the year ended December 28, 2025, formatted in Inline XBRL:

(i) Consolidated Balance Sheets, (ii) Consolidated Statements of (Loss) Income, (iii) Consolidated Statements of Comprehensive (Loss) Income, (iv) Consolidated Statements of Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags

(i) Consolidated Balance Sheets, (ii) Consolidated Statements of Loss, (iii) Consolidated Statements of Comprehensive (Loss) Income, (iv) Consolidated Statements of Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags

104 The cover page from the Registrant’s Annual Report on Form 10-K for the year ended December 28, 2025, formatted in Inline XBRL (included as Exhibit 101)

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Throughout this Annual Report, we have used terms which are defined below:

ABO Accumulated benefit obligation

Accumulated benefit obligation

Annual Report Annual Report on Form 10-K for the fiscal year ended December 28, 2025

4 unchanged sentences

BARDA Biomedical Advanced Research and Development Authority

BCA Business Combination Agreement entered into as of December 22, 2021, by and among Quidel, Ortho, QuidelOrtho (formerly Coronado Topco, Inc.), Orca Holdco, Inc., Laguna Merger Sub, Inc., and Orca Holdco 2, Inc.

BLA Biologics License Application

10 unchanged sentences

CODM Chief Operating Decision Maker

Combinations Business combination consummated by Quidel and Ortho on May 27, 2022, pursuant to the BCA

Credit Agreement Credit agreement, dated May 27, 2022, by and among the Company, as borrower, Bank of America, N.A., as administrative agent and swing line lender, and the other lenders and

Combinations Business combination consummated by Quidel and Ortho on May 27, 2022, pursuant to the Business Combination Agreement entered into as of December 22, 2021, by and among Quidel, Ortho, QuidelOrtho (formerly Coronado Topco, Inc.), Orca Holdco, Inc., Laguna Merger Sub, Inc., and Orca Holdco 2, Inc.

Credit Agreement Credit agreement, dated August 21, 2025, by and among the Company, as borrower, Bank of America, N.A., as administrative agent and swing line lender, and the other lenders and

L/C issuers party thereto

3 unchanged sentences

EMEA Europe, the Middle East and Africa

EPS (Loss) earnings per share

ESG Environmental, social and governance

EPS Loss per share

ERP Enterprise resource planning

ESPP QuidelOrtho Corporation Amended and Restated 1983 Employee Stock Purchase Plan

EU European Union

13 unchanged sentences

Grifols Grifols Diagnostic Solutions, Inc.

Grifols Agreement Agreement governing the Company’s ongoing Joint Business between Ortho and Grifols, originally entered into in 1989 with a 50-year term, as amended

Grifols Agreement

Agreement governing the Company’s Joint Business between Ortho Inc.

and Grifols, originally entered into in 1989 with a 50-year term, as amended

Department of Health and Human Services

HIPAA Health Insurance Portability and Accountability Act of 1996

IND Investigational New Drug Application

IPR&D In-process research and development

Health Insurance Portability and Accountability Act of 1996

Investigational New Drug Application

In-process research and development

ISO International Organization for Standardization

1 unchanged sentence

IVD In vitro diagnostics

Joint Business Ongoing collaboration arrangement between Ortho and Grifols

Joint Business Collaboration arrangement between Ortho and Grifols

JPAC Japan and Asia Pacific

3 unchanged sentences

NOL Net operating loss

OCI Other comprehensive (loss) income

OBBBA One Big Beautiful Bill Act

OCI Other comprehensive income (loss)

Optimization Plan Multi-year, enterprise-wide cost-reduction, strategic productivity and margin improvement initiatives that the Company launched in the second quarter of 2025

Ortho Ortho Clinical Diagnostics Holdings plc

10 unchanged sentences

PPACA The Patient Protection and Affordable Care Act, as amended by the Health Care and Education Affordability Reconciliation Act

Prior Credit Agreement Credit agreement, dated May 27, 2022, by and among the Company, as borrower, Bank of America, N.A., as administrative agent and swing line lender, and the other lenders and L/C issuers party thereto

QMS Quality Management System

2 unchanged sentences

R&D Research and development

RPA Receivables purchase agreement, as amended on March 31, 2023, by and among Ortho-Clinical Diagnostics US FinanceCo I, LLC, as Seller, our wholly owned receivables financing subsidiary, Wells Fargo Bank, N.A., as administrative agent, Ortho-Clinical Diagnostics, Inc., as the Master Servicer and as an Originator, Quidel Corporation, as an Originator, and certain Purchasers

Revolving Credit Facility $700.0 million revolving credit facility under the Credit Agreement

3 unchanged sentences

RSV Respiratory syncytial virus

Discontinuation of the development of the SAVANNA platform

SCCs Standard contractual clauses

4 unchanged sentences

Stock Repurchase Program A stock repurchase program allowing the Company to repurchase up to $300.0 million of its common stock through August 17, 2024, which was authorized by our Board of Directors on August 17, 2022

Term Loan $2,750.0 million senior secured term loan facility under the Credit Agreement

Term Loans Collectively under the Credit Agreement:

(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”), and (iii) a $1.45 billion senior secured term loan B facility (the “Term Loan B”)

United Kingdom

Information Commissioner’s Office

International Data Transfer Agreement

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/s/ B RIAN J.

Chief Executive Officer

President and Chief Executive Officer

(Principal Executive Officer) February 18, 2026

23 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures