QuidelOrtho Corp 10-Q

ITEM 1. Financial Statements QUIDELORTHO CORPORATION CONSOLIDATED BALANCE SHEETS (Unaudited) (In millions, except par value) March 29, 2026 December 28, 2025 ASSETS Current assets: Cash and cash equivalents $ 140.4 $ 169.8 Accounts receivable, net 359.9 417.0 Inventories 611.5 577.6 Prepaid expenses and other current assets 232.8 250.5 Assets held for sale 32.4 32.4 Total current assets 1,377.0 1,447.3 Property, plant and equipment, less accumulated depreciation and amortization of $ 1,000.0 and $ 944.8 at March 29, 2026 and December 28, 2025, respectively 1,339.3 1,358.3 Right-of-use assets 158.0 155.5 Intangible assets, less accumulated amortization of $ 942.0 and $ 896.1 at March 29, 2026 and December 28, 2025, respectively 2,520.2 2,563.8 Other assets 234.2 244.4 Total assets $ 5,628.7 $ 5,769.3 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 243.5 $ 279.4 Accrued payroll and related expenses 135.4 120.3 Income tax payable 12.7 11.5 Current portion of borrowings 228.2 178.3 Other current liabilities 342.6 376.6 Total current liabilities 962.4 966.1 Operating lease liabilities 155.4 154.4 Long-term borrowings 2,459.8 2,471.9 Deferred tax liabilities 87.3 90.0 Other liabilities 112.4 166.4 Total liabilities 3,777.3 3,848.8 Commitments and contingencies (Note 9) Stockholders’ equity: Preferred stock, $ 0.001 par value per share; 5.0 shares authorized; none issued or outstanding at March 29, 2026 and December 28, 2025 — — Common stock, $ 0.001 par value per share; 126.2 shares authorized; 68.1 and 67.9 shares issued and outstanding at March 29, 2026 and December 28, 2025, respectively 0.1 0.1 Additional paid-in capital 2,943.2 2,931.8 Accumulated other comprehensive loss ( 4.1 ) ( 15.4 ) Retained earnings ( 1,087.8 ) ( 996.0 ) Total stockholders’ equity 1,851.4 1,920.5 Total liabilities and stockholders’ equity $ 5,628.7 $ 5,769.3 See accompanying notes. 3 QUIDELORTHO CORPORATION CONSOLIDATED STATEMENTS OF LOSS (Unaudited) (In millions, except per share data) Three Months Ended March 29, 2026 March 30, 2025 Total revenues $ 619.8 $ 692.8 Cost of sales, excluding amortization of intangibles 356.0 349.5 Selling, marketing and administrative 199.3 187.0 Research and development 44.9 53.2 Amortization of intangible assets 46.8 48.0 Restructuring, integration and other charges 4.4 16.1 Other operating expenses 0.2 6.4 Operating (loss) income ( 31.8 ) 32.6 Interest expense, net 51.1 40.0 Other (income) expense, net ( 3.4 ) 1.4 Loss before income taxes ( 79.5 ) ( 8.8 ) Provision for income taxes 12.3 3.9 Net loss $ ( 91.8 ) $ ( 12.7 ) Basic loss per share $ ( 1.35 ) $ ( 0.19 ) Diluted loss per share $ ( 1.35 ) $ ( 0.19 ) Weighted-average shares outstanding - basic 68.2 67.5 Weighted-average shares outstanding - diluted 68.2 67.5 See accompanying notes. 4 QUIDELORTHO CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) (In millions) Three Months Ended March 29, 2026 March 30, 2025 Net loss $ ( 91.8 ) $ ( 12.7 ) Other comprehensive (loss) income Changes in cumulative translation adjustment, net of tax ( 11.2 ) 32.3 Changes in unrealized gains (losses) from cash flow hedges, net of tax: Net unrealized gains (losses) on derivative instruments 21.8 ( 16.2 ) Reclassification of net realized losses (gains) on derivative instruments included in net income 0.7 ( 3.7 ) Total change in unrealized gains (losses) from cash flow hedges, net of tax 22.5 ( 19.9 ) Comprehensive loss $ ( 80.5 ) $ ( 0.3 ) See accompanying notes. 5 QUIDELORTHO CORPORATION CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited) (In millions) Common Stock Additional paid-in capital Accumulated other comprehensive (loss) income Retained earnings Total stockholders’ equity Shares Par Balance at December 28, 2025 67.9 $ 0.1 $ 2,931.8 $ ( 15.4 ) $ ( 996.0 ) $ 1,920.5 Issuance of common stock under equity compensation plans 0.2 — 1.8 — — 1.8 Stock-based compensation expense — — 10.7 — — 10.7 Tax withholdings related to vesting of stock-based awards — — ( 1.1 ) — — ( 1.1 ) Other comprehensive income, net of tax — — — 11.3 — 11.3 Net loss — — — — ( 91.8 ) ( 91.8 ) Balance at March 29, 2026 68.1 $ 0.1 $ 2,943.2 $ ( 4.1 ) $ ( 1,087.8 ) $ 1,851.4 Common Stock Additional paid-in capital Accumulated other comprehensive (loss) income Retained earnings Total stockholders’ equity Shares Par Balance at December 29, 2024 67.3 $ 0.1 $ 2,884.8 $ ( 36.2 ) $ 135.8 $ 2,984.5 Issuance of common stock under equity compensation plans 0.2 — 3.0 — — 3.0 Stock-based compensation expense — — 11.4 — — 11.4 Tax withholdings related to vesting of stock-based awards — — ( 1.4 ) — — ( 1.4 ) Other comprehensive income, net of tax — — — 12.4 — 12.4 Net loss — — — — ( 12.7 ) ( 12.7 ) Balance at March 30, 2025 67.5 $ 0.1 $ 2,897.8 $ ( 23.8 ) $ 123.1 $ 2,997.2 See accompanying notes. 6 QUIDELORTHO CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In millions) Three Months Ended March 29, 2026 March 30, 2025 OPERATING ACTIVITIES Net loss $ ( 91.8 ) $ ( 12.7 ) Adjustments to reconcile net loss to net cash (used for) provided by operating activities: Depreciation and amortization 112.9 107.1 Stock-based compensation expense 10.7 11.6 Change in deferred tax assets and liabilities ( 1.8 ) ( 0.1 ) Other non-cash, net 4.9 5.1 Changes in assets and liabilities: Accounts receivable 54.0 2.2 Inventories ( 72.6 ) ( 53.1 ) Prepaid expenses and other current and non-current assets 18.7 3.1 Accounts payable ( 27.7 ) ( 1.3 ) Accrued payroll and related expenses 15.7 17.0 Income tax receivable and payable 13.0 3.6 Other current and non-current liabilities ( 69.0 ) ( 16.9 ) Net cash (used for) provided by operating activities ( 33.0 ) 65.6 INVESTING ACTIVITIES Acquisitions of property, plant, equipment, investments and intangibles ( 34.0 ) ( 56.2 ) Net cash used for investing activities ( 34.0 ) ( 56.2 ) FINANCING ACTIVITIES Proceeds from issuance of common stock 1.8 3.0 Short-term borrowings, net ( 1.7 ) — Revolving credit facility, net 50.0 52.0 Proceeds from long-term borrowings 12.6 — Payments on long-term borrowings ( 22.4 ) ( 36.0 ) Payments on finance lease obligation ( 1.6 ) — Payments of tax withholdings related to vesting of stock-based awards ( 1.1 ) ( 1.4 ) Net cash provided by financing activities 37.6 17.6 Effect of exchange rates on cash — 1.7 Net (decrease) increase in cash, cash equivalents and restricted cash ( 29.4 ) 28.7 Cash, cash equivalents and restricted cash at beginning of period 169.8 98.5 Cash, cash equivalents and restricted cash at end of period $ 140.4 $ 127.2 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Purchase of property, equipment and intangibles by incurring current liabilities $ 6.2 $ 10.1 Transfer of instrument inventories to fixed assets $ 32.0 $ 29.9 See accompanying notes. 7 QuidelOrtho Corporation Notes to Consolidated Financial Statements (Unaudited) Note 1. Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited Consolidated Financial Statements of QuidelOrtho Corporation and its subsidiaries (the “Company” or “QuidelOrtho”) have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation (consisting of normal recurring accruals) have been included. Refer to the Summary of Abbreviated Terms at the end of this Quarterly Report for definitions of terms used throughout this Quarterly Report. The information at March 29, 2026, and for the three months ended March 29, 2026 and March 30, 2025, is unaudited. For further information, refer to the Company’s Consolidated Financial Statements and notes thereto for fiscal year ended December 28, 2025 included in QuidelOrtho’s Annual Report. Operating results for any quarter are historically seasonal in nature and are not necessarily indicative of the results expected for the full year. 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 2026 and 2025, the Company’s fiscal year will end or has ended on January 3, 2027 (“fiscal year ended 2026”) and December 28, 2025 (“fiscal year ended 2025”), respectively. For fiscal years ended 2026 and 2025, the Company’s first quarter ended on March 29, 2026 and March 30, 2025, respectively. The three months ended March 29, 2026 and March 30, 2025 each included 13 weeks. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the related disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Recent Accounting Pronouncements Recently Adopted Pronouncements 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. This ASU was adopted in the first quarter of 2026. The adoption of this ASU did not impact the Company’s Consolidated Financial Statements. Note 2. Computation of Earnings Per Share The following table presents the calculation of the weighted-average shares used in computing basic and diluted EPS in the respective periods: Three Months Ended (In millions) March 29, 2026 March 30, 2025 Basic weighted-average shares of common stock outstanding 68.2 67.5 Dilutive potential shares issuable from stock options and RSUs (1) — — Diluted weighted-average shares of common stock outstanding 68.2 67.5 (1) In the three months ended March 29, 2026 and March 30, 2025, all potential shares of common stock issuable for stock options and RSUs were excluded from the dilutive calculations above because the effect of including them would have been anti-dilutive. The dilutive effect of potential shares of common stock issuable for stock options and RSUs on the weighted-average number of shares of common stock outstanding would have been as follows: 8 Three Months Ended (In millions) March 29, 2026 March 30, 2025 Basic weighted-average shares of common stock outstanding 68.2 67.5 Dilutive potential shares issuable from stock options and RSUs 0.3 0.4 Diluted weighted-average shares of common stock outstanding 68.5 67.9 Stock options and RSUs where the combined exercise price and unrecognized stock-based compensation was greater than the average market price for the Company’s common stock were not included in the computations of diluted weighted-average shares because the effect would have been anti-dilutive under the treasury stock method. These stock options and RSUs represented 2.2 million and 1.5 million shares of common stock for the three months ended March 29, 2026 and March 30, 2025, respectively. Note 3. Revenue Contract Balances Timing of revenue recognition may differ from timing of invoicing to customers. The Company records an asset when revenue is recognized prior to invoicing a customer (a “contract asset”). 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 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. Using the expected value method, the Company estimates the number of reagents that will generate a reportable result. 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 $ 30.8 million and $ 34.7 million as of March 29, 2026 and December 28, 2025, respectively. The Company reviews contract assets for expected credit losses resulting from the collectability of customer accounts. Expected losses are established based on historical losses, customer mix and credit policies, current economic conditions in customers’ country or industry, and expectations associated with reasonable and supportable forecasts. No credit losses related to contract assets were recognized during the three months ended March 29, 2026 and March 30, 2025. The Company recognizes a contract liability when a customer pays an invoice prior to the Company transferring control of the goods or services (“contract liabilities”). The Company’s contract liabilities consist of deferred revenue primarily related to customer service contracts. The Company classifies deferred revenue as current or non-current based on the timing of the transfer of control or performance of the service. The balance of the Company’s current deferred revenue was $ 33.4 million and $ 37.8 million as of March 29, 2026 and December 28, 2025, respectively, and was included in Other current liabilities in the Consolidated Balance Sheets. The Company has one arrangement with a customer where the revenue is expected to be recognized beyond one year. The balance of the deferred revenue included in long-term liabilities was $ 16.7 million and $ 16.9 million as of March 29, 2026 and December 28, 2025, respectively, and was included in Other liabilities in the Consolidated Balance Sheets. The amount of deferred revenue as of December 28, 2025 that was recorded in Total revenues during the three months ended March 29, 2026 was $ 19.0 million. Joint Business with Grifols Effective January 1, 2026, the Company terminated the Joint Business arrangement. As a result of the termination, no revenue was recognized for the three months ended March 29, 2026. 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. Under the Joint Business arrangement, Ortho and Grifols agreed to pursue a collaboration relating to Ortho’s Hepatitis and HIV diagnostics business. The governance of the Joint Business was shared through a supervisory board made up of equal representation by Ortho and Grifols, which was responsible for all significant decisions relating to the Joint Business that were not exclusively assigned to either Ortho or Grifols, as defined in the Joint Business agreement. The Company’s portion of the pre-tax net profit shared under the Joint Business was $ 15.9 million during the three months ended March 30, 2025. These amounts included the Company’s portion of the pre-tax net profit of $ 2.6 million during the three months ended March 30, 2025, 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. The Company’s portion of the pre-tax net profit also included revenue 9 from collaboration and royalty agreements of $ 13.3 million during the three months ended March 30, 2025, which is presented on a net basis within Total revenues. Disaggregation of Revenue The following table summarizes Total revenues by business unit: Three Months Ended (In millions) March 29, 2026 March 30, 2025 (1) Labs $ 353.1 $ 373.0 Immunohematology (2) 138.3 128.5 Donor Screening (2) 7.8 12.8 Point of Care 112.8 170.9 Molecular Diagnostics 7.8 7.6 Total revenues $ 619.8 $ 692.8 (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. Concentration of Revenue and Credit Risk For the three months ended March 29, 2026 and March 30, 2025, one customer represented 11 % and 13 % of Total revenues, respectively. Revenues related to the Company’s respiratory products accounted for 11 % and 17 % of Total revenues for the three months ended March 29, 2026 and March 30, 2025, respectively. As of March 29, 2026 and December 28, 2025, no customers had a balance due in excess of 10% of Accounts receivable, net. Note 4. Segment and Geographic Information 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. 10 The following table presents the results of operations of the Company’s reportable segments for the three months ended March 29, 2026 and March 30, 2025: Three Months Ended March 29, 2026 (In millions) North America EMEA China JPAC Latin America Total Total revenues $ 328.9 $ 92.5 $ 63.5 $ 70.0 $ 64.9 $ 619.8 Less (1) : Cost of sales, excluding amortization of intangibles 114.5 44.6 32.0 41.5 36.7 269.3 Selling, marketing and administrative 44.4 26.6 10.5 12.4 12.0 105.9 Research and development 0.4 0.4 0.7 0.3 0.5 2.3 Other (income) expense, net 0.2 0.8 ( 0.2 ) ( 0.7 ) ( 0.1 ) — Total segment Adjusted EBITDA $ 169.4 $ 20.1 $ 20.5 $ 16.5 $ 15.8 242.3 Reconciliation of segment Adjusted EBITDA Corporate (2) ( 133.6 ) Depreciation and amortization ( 112.9 ) Interest expense, net ( 51.1 ) Restructuring, integration and other charges ( 4.4 ) Amortization of deferred cloud computing implementation costs ( 8.0 ) Employee compensation charges ( 5.5 ) Loss on investments ( 0.9 ) EU medical device regulation transition costs (3) ( 0.7 ) Other adjustments ( 4.7 ) Loss before income taxes $ ( 79.5 ) 11 Three Months Ended March 30, 2025 (In millions) North America EMEA China JPAC Latin America Total Total revenues $ 406.7 $ 88.9 $ 75.0 $ 68.1 $ 54.1 $ 692.8 Less (1) : Cost of sales, excluding amortization of intangibles 128.4 47.3 34.2 37.9 32.1 279.9 Selling, marketing and administrative 43.6 22.9 10.6 12.2 9.8 99.1 Research and development 0.4 0.6 0.9 0.4 0.4 2.7 Other (income) expense, net — 1.6 — — ( 0.2 ) 1.4 Total segment Adjusted EBITDA $ 234.3 $ 16.5 $ 29.3 $ 17.6 $ 12.0 309.7 Reconciliation of segment Adjusted EBITDA Corporate (2) ( 149.9 ) Depreciation and amortization ( 107.1 ) Interest expense, net ( 40.0 ) Restructuring, integration and other charges ( 16.1 ) Amortization of deferred cloud computing implementation costs ( 4.3 ) Gain on investments 0.3 EU medical device regulation transition costs (3) ( 0.2 ) Other adjustments ( 1.2 ) Loss before income taxes $ ( 8.8 ) (1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. (2) Primarily consists of costs related to executive and staff functions, including certain finance, human resources, manufacturing and IT functions, which benefit the Company as a whole. These costs are primarily related to the general management of these functions on a corporate level and the design and development of programs, policies and procedures that are then implemented in the individual segments, with each segment bearing its own cost of implementation. The Company’s corporate function also includes debt and stock-based compensation associated with all employee stock-based awards. (3) 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. The CODM reviews the segment adjusted EBITDA results against the forecast to assess segment performance and determine how to allocate resources. The CODM does not review and is not provided capital expenditures, total depreciation and amortization or assets by segment, and therefore this information has been excluded as it does not comprise part of management’s key performance metrics. Note 5. Income Taxes The Company calculates its interim income tax provision in accordance with ASC 270, Interim Reporting , and ASC 740, Accounting for Income Taxes . At the end of each interim period, the Company estimates its annual effective tax rate and applies that rate to its ordinary quarterly earnings to calculate the tax related to ordinary income. The tax effects for other items that are excluded from ordinary income are discretely calculated and recognized in the period in which they occur. For the three months ended March 29, 2026, the Company recognized a provision for income taxes of $ 12.3 million in relation to loss before income taxes of $ 79.5 million, resulting in a negative effective tax rate of 15.5 %. For the three months ended March 30, 2025, the Company recognized a provision for income taxes of $ 3.9 million in relation to loss before income taxes of $ 8.8 million, resulting in a negative effective tax rate of 44.3 %. For the three months ended March 29, 2026, the effective tax rate differed from the U.S. federal statutory rate primarily due to the impacts of operating losses in certain subsidiaries not being benefited due to the establishment of valuation allowances and Global Intangible Low-Taxed Income. For the three months ended March 30, 2025, the effective tax rate differed from the U.S. federal statutory rate primarily due to the impacts of operating losses in certain subsidiaries not being benefited due to the establishment of valuation allowances. 12 The balance of unrecognized tax benefits at March 29, 2026, not including interest and penalties, was $ 197.0 million, of which $ 20.2 million could affect the effective income tax rate in future periods, if recognized. The Company also recognizes interest and penalties related to unrecognized tax benefits in income tax expense. At March 29, 2026, the Company had approximately $ 2.4 million of interest and penalties accrued related to unrecognized tax benefits. The Company is subject to periodic audits by domestic and foreign tax authorities. Due to the carryforward of unutilized credits, the Company’s federal tax years from 2014 and onwards are subject to examination by the U.S. authorities. The Company’s state and foreign tax years for 2001 and onwards are subject to examination by applicable tax authorities. The Company believes that it has appropriate support for the income tax positions taken on its tax returns and that its accruals for tax liabilities are adequate for all open years based on an assessment of many factors, including past experience and interpretations of tax laws applied to the facts of each matter. Note 6. Balance Sheet Account Details Accounts Receivable, Net Accounts receivables primarily consist of trade accounts receivables with maturities of one year or less and are presented net of reserves: (In millions) March 29, 2026 December 28, 2025 Accounts receivable $ 452.0 $ 514.1 Allowance for contract rebates and discounts ( 75.4 ) ( 79.8 ) Allowance for doubtful accounts ( 16.7 ) ( 17.3 ) Total accounts receivable, net $ 359.9 $ 417.0 Inventories Inventories are stated at the lower of cost (first-in, first-out) or net realizable value. Inventories consisted of the following: (In millions) March 29, 2026 December 28, 2025 Raw materials $ 193.2 $ 189.9 Work-in-process (materials, labor and overhead) 112.7 107.7 Finished goods (materials, labor and overhead) 318.5 289.0 Total inventories $ 624.4 $ 586.6 Inventories $ 611.5 $ 577.6 Other assets (1) 12.9 9.0 Total inventories $ 624.4 $ 586.6 (1) Other assets includes inventory expected to remain on hand beyond one year. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: (In millions) March 29, 2026 December 28, 2025 Income taxes and other tax receivables $ 65.2 $ 79.8 Prepaid expenses 56.1 53.9 Cloud computing 35.1 27.5 Contract assets 30.8 34.7 Other receivables 30.8 40.2 Derivatives 14.3 13.7 Other 0.5 0.7 Total prepaid expenses and other current assets $ 232.8 $ 250.5 13 Other Current Liabilities Other current liabilities consisted of the following: (In millions) March 29, 2026 December 28, 2025 Accrued commissions, rebates and returns $ 60.9 $ 70.8 Contract termination cost 50.0 25.0 Deferred revenue 33.4 37.8 Operating lease liabilities 31.3 29.3 Derivatives 28.1 32.1 Accrued other taxes payable 26.6 26.3 Accrued interest 16.7 48.1 Professional services 12.1 25.8 Other 83.5 81.4 Total other current liabilities $ 342.6 $ 376.6 Note 7. Borrowings The components of borrowings were as follows: (In millions) March 29, 2026 December 28, 2025 Term Loan A $ 1,135.6 $ 1,150.0 Term Loan B 1,446.4 1,450.0 Revolving Credit Facility 130.0 80.0 Financing lease obligation — 1.6 Other short-term borrowings 1.3 3.0 Other long-term borrowings (1) 20.5 13.1 Unamortized deferred financing costs ( 18.8 ) ( 19.6 ) Unamortized original issue discount ( 27.0 ) ( 27.9 ) Total borrowings 2,688.0 2,650.2 Less: current portion ( 228.2 ) ( 178.3 ) Long-term borrowings $ 2,459.8 $ 2,471.9 (1) Relates to 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. The Credit Agreement consists of (i) a $ 1.15 billion Term Loan A, (ii) a $ 100.0 million DDTL Term Loan A (together with the Term Loan A, the “Term Loan A Facilities”), (iii) a $ 1.45 billion Term Loan B (collectively with the Term Loan A Facilities, the “Term Loans”) and (iv) a $ 700.0 million Revolving Credit Facility. Availability under the Revolving Credit Facility, after deducting letters of credit of $ 23.6 million and $ 130.0 million borrowings outstanding, was $ 546.4 million as of March 29, 2026. During the three months ended March 29, 2026, the Company (i) made $ 18.0 million in payments on the Term Loans and (ii) borrowed $ 95.0 million and made $ 45.0 million in payments on the Revolving Credit Facility. The Credit Agreement contains affirmative and negative covenants that are customary for credit agreements of this nature. The negative covenants include, among other matters, limitations on asset sales, mergers, indebtedness, liens, investments and transactions with affiliates. The Company was in compliance with the financial covenants as of March 29, 2026. The estimated fair value of the Company’s borrowings under the Term Loans was $ 2,537.5 million at March 29, 2026, compared to the carrying amount, excluding debt issuance costs, of $ 2,582.0 million. 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 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. On April 9, 2026, the Company signed a committed loan notice with Bank of America, N.A., as administrative agent, requesting borrowing under the DDTL Term Loan A. On April 13, 2026, the Company borrowed $ 100.0 million comprised of Term SOFR loan to fund the acquisition of LEX Diagnostics and for general corporate purposes. 14 The following table provides the detailed amounts within Interest expense, net for the three months ended March 29, 2026 and March 30, 2025: Three Months Ended (In millions) March 29, 2026 March 30, 2025 Term Loan A $ 17.2 $ 37.0 Term Loan B 28.1 — Revolving Credit Facility 2.7 5.3 Amortization of deferred financing costs 1.0 0.8 Amortization of original issue discount 1.0 — Derivative instruments and other 2.0 ( 2.5 ) Interest income ( 0.9 ) ( 0.6 ) Interest expense, net $ 51.1 $ 40.0 Note 8. Stock-based Compensation Stock-based compensation expense was as follows: Three Months Ended (In millions) March 29, 2026 March 30, 2025 Cost of sales, excluding amortization of intangibles $ 1.0 $ 1.4 Selling, marketing and administrative 8.9 8.2 Research and development 0.8 0.8 Restructuring, integration and other charges — 0.7 Total stock-based compensation expense $ 10.7 $ 11.1 The table above includes compensation expense related to liability-classified awards, which has been or is expected to be settled in cash. Amounts related to the three months ended March 29, 2026 and March 30, 2025 were not material. Note 9. Commitments and Contingencies On April 12, 2024, a purported stockholder of the Company filed a putative class action complaint under the federal securities laws against the Company and three of its current and former executives. The complaint, which is captioned Bristol County Retirement System v. QuidelOrtho Corporation, et al., Case No. 1:24-cv-02804-JAV (S.D.N.Y.) (the “Bristol County Complaint”), asserts claims for violations of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder related to statements regarding sales of the Company’s COVID-19 diagnostic tests and the 510(k) submission for its SAVANNA RVP4 assay. The Bristol County Complaint seeks a judgment determining that the lawsuit can be maintained as a class action and awarding the plaintiff and putative class damages, pre- and post-judgment interest, attorneys’ and experts’ fees, and costs. On December 16, 2024, the court appointed Central States, Southeast and Southwest Areas Health and Welfare Fund and Teamsters Local 710 Pension Fund (“Teamsters Funds”) as lead plaintiffs in the action, and approved their selection of lead counsel. 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. The complaints, which are captioned Matthew Whitfield v. Kenneth F. Buechler, Ph.D., et al., Case No. 1:24-cv-03176-JAV (S.D.N.Y.) (the “Whitfield Complaint”), and Steven Pinkney v. Douglas Bryant, et al., Case No. 1:24-cv-4753-JAV (S.D.N.Y.) (the “Pinkney Complaint”), assert claims for violations of Sections 10(b), 14(a), and 20(a) of the Exchange Act and Rules 10b-5 and 14a-9 promulgated thereunder, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets related to statements regarding sales of the Company’s COVID-19 diagnostic tests and the 510(k) submission for its SAVANNA RVP4 assay. The Whitfield and Pinkney Complaints seek judgments awarding compensatory and punitive damages against the individual defendants, directing an accounting by the individual defendants, directing the Company and the individual defendants to take actions to improve the Company’s governance and procedures, and awarding the costs and disbursements of the action, including attorneys’ fees, accountants’ and experts’ fees, costs, and expenses. On December 16, 15 2024, the court consolidated the Whitfield and Pinkney Complaints into a single action and stayed the consolidated derivative action. The Company disputes the allegations of wrongdoing and intends to defend itself vigorously in these matters. 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. The Company accrues for legal claims when, and to the extent that, amounts associated with the claims become probable and are reasonably estimable. If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. When determining the estimated loss or range of loss, significant judgment is required to estimate the amount and timing of a loss to be recorded. Estimates of probable losses resulting from these matters are inherently difficult to predict. The actual costs of resolving legal claims may be substantially higher or lower than the amounts accrued for those claims. 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. 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. However, the resolution of, or increase in any accruals for, one or more matters may have a material adverse effect on the Company’s results of operations and cash flows. Note 10. Derivative Instruments and Hedging Activities The Company selectively uses derivative and non-derivative instruments to manage market risk associated with changes in interest rates and foreign currency exchange rates. The use of derivatives is intended for hedging purposes only, and the Company does not enter into derivative transactions for speculative purposes. Credit risk represents the Company’s gross exposure to potential accounting loss on derivative instruments that are outstanding or unsettled if all counterparties failed to perform according to the terms of the contract. The Company generally enters into master netting arrangements that reduce credit risk by permitting net settlement of transactions with the same counterparty. The Company does not have any derivative instruments with credit-risk related contingent features that would require it to post collateral. 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 Loans. Refer to “—Note 7. 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. The Company designates its interest rate swaps 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 Interest expense, net 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 loss of $ 2.3 million as of March 29, 2026 is expected to be reclassified from OCI to earnings in the next 12 months. 16 The following table summarizes the Company’s interest rate derivative agreements as of March 29, 2026, all of which were interest rate swaps: Notional Amount (In millions) Description Hedge Designation Effective Date Expiration Date $ 175.0 Pay 3.7435 % fixed, receive floating rate (1-month USD-SOFR) Designated cash flow hedge August 22, 2025 August 16, 2032 $ 100.0 Pay 3.6275 % fixed, receive floating rate (1-month USD-SOFR) 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 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 $ 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 Currency Hedging Instruments The Company has currency risk exposures relating primarily to foreign currency denominated monetary assets and liabilities and forecasted foreign currency denominated intercompany and third-party transactions. The Company uses foreign currency forward contracts and may use option contracts and cross currency swaps to manage its currency risk exposures. The Company’s foreign currency forward contracts are denominated primarily in Australian Dollar, Brazilian Real, British Pound, Canadian Dollar, Chilean Peso, Chinese Yuan/Renminbi, Colombian Peso, Czech Koruna, Euro, Indian Rupee, Japanese Yen, Mexican Peso, Philippine Peso, Singapore Dollar, South Korean Won, Swiss Franc and Thai Baht. 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. 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 loss of $ 0.7 million as of March 29, 2026 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. The Company records these non-designated derivatives at mark-to-market with gains and losses recognized in earnings within Other (income) expense, net. The following table provides details of the currency hedging instruments outstanding as of March 29, 2026: Description Notional Amount (In millions) Hedge Designation Foreign currency forward contracts $ 545.5 Cash Flow Hedge Foreign currency forward contracts $ 897.3 Non-designated 17 The following table summarizes pre-tax gains and losses from designated derivative and non-derivative instruments within AOCI for the three months ended March 29, 2026 and March 30, 2025: Designated Hedging Instruments (In millions) Amount of (Gain) Loss Recognized in OCI on Hedges Location of Amounts Reclassified from AOCI into Loss Amount of (Gain) Loss Reclassified from AOCI into Loss Three Months Ended March 29, 2026 Foreign currency forward contracts (sales) $ ( 0.7 ) Total revenues $ ( 0.1 ) Foreign currency forward contracts (purchases) $ ( 0.1 ) Cost of sales, excluding amortization of intangibles $ 0.1 Interest rate derivatives $ ( 21.0 ) Interest expense, net $ 0.7 Three Months Ended March 30, 2025 Foreign currency forward contracts (sales) $ 2.6 Total revenues $ ( 1.1 ) Foreign currency forward contracts (purchases) $ 0.3 Cost of sales, excluding amortization of intangibles $ — Interest rate derivatives $ 13.5 Interest expense, net $ ( 2.6 ) The Company also uses forward exchange contracts to hedge a portion of its net investment in foreign operations against movements in exchange rates. The forward exchange contracts are designated as hedges of the net investment in foreign operations. The unrealized gains or losses on these contracts are recorded in foreign currency translation adjustments within OCI, and remain in AOCI until either the sale or complete or substantially complete liquidation of the subsidiary. The Company excludes certain portions of the change in fair value of its derivative instruments from the assessment of hedge effectiveness (excluded components). Changes in fair value of the excluded components are recognized in OCI. 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 are shown below: Net Investment Hedging Relationships (In millions) Amount of Pre-tax (Gain) Loss Recognized in OCI Amount of Pre-tax (Gain) Loss Recognized in Other Expense, Net for Amounts Excluded from Effectiveness Testing Three Months Ended March 29, 2026 Foreign exchange contracts $ ( 7.2 ) $ ( 1.7 ) Three Months Ended March 30, 2025 Foreign exchange contracts $ 12.3 $ ( 3.1 ) 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 (income) expense, net and were $ 0.7 million for the three months ended March 29, 2026. Fair value losses on foreign currency forward contracts that do not qualify for hedge accounting treatment were $ 1.2 million for the three months ended March 30, 2025. 18 The following table summarizes the fair value of designated and non-designated hedging instruments recognized within the Consolidated Balance Sheets as of March 29, 2026 and December 28, 2025: (In millions) March 29, 2026 December 28, 2025 Designated cash flow hedges Interest rate derivatives: Prepaid expenses and other current assets $ — $ 0.3 Other assets 1.0 — Other liabilities — 19.9 Foreign currency forward contracts: Prepaid expenses and other current assets 8.0 4.8 Other assets 14.5 18.5 Other current liabilities 23.7 27.7 Other liabilities 27.0 35.1 Non-designated hedging instruments Foreign currency forward contracts: Prepaid expenses and other current assets 6.3 8.6 Other current liabilities 4.4 4.4 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. Note 11. Accumulated Other Comprehensive Loss The following table summarizes the changes in AOCI by component: Three Months Ended March 29, 2026 (In millions) Foreign Currency Translation Adjustments Pension and Other Post- Employment Benefits Cash Flow Hedges Accumulated Other Comprehensive (Loss) Income Balance at December 28, 2025 $ 4.6 $ 2.8 $ ( 22.8 ) $ ( 15.4 ) Current period deferrals ( 9.5 ) — 21.8 12.3 Amounts reclassified to Net loss ( 1.7 ) — 0.7 ( 1.0 ) Net change ( 11.2 ) — 22.5 11.3 Balance at March 29, 2026 $ ( 6.6 ) $ 2.8 $ ( 0.3 ) $ ( 4.1 ) Three Months Ended March 30, 2025 (In millions) Foreign Currency Translation Adjustments Pension and Other Post- employment Benefits Cash Flow Hedges Accumulated Other Comprehensive (Loss) Income Balance at December 29, 2024 $ ( 57.3 ) $ 1.5 $ 19.6 $ ( 36.2 ) Current period deferrals (1) 35.4 — ( 16.2 ) 19.2 Amounts reclassified to Net loss ( 3.1 ) — ( 3.7 ) ( 6.8 ) Net change 32.3 — ( 19.9 ) 12.4 Balance at March 30, 2025 $ ( 25.0 ) $ 1.5 $ ( 0.3 ) $ ( 23.8 ) (1) Includes tax impact of $ 0.2 million related to cash flow hedges for the three months ended March 30, 2025. Note 12. Restructuring, Integration and Other Charges Restructuring and other charges primarily include costs incurred in the three months ended March 29, 2026, in connection with the (i) implementation of cost-reduction, strategic productivity and margin improvement initiatives under the Optimization Plan 19 and (ii) the SAVANNA Exit. The cumulative pre-tax charges to be incurred by the Company to implement the Optimization Plan are expected to be approximately $ 100.0 million through 2027, with charges of $ 20.4 million incurred to date. The SAVANNA Exit is expected to be substantially complete by the first half of 2027. There were no restructuring or other charges recorded in the three months ended March 30, 2025. Integration expenses include costs incurred in connection with the Combinations, which have been completed at the end of 2025. The integration expenses amounted to $ 16.1 million for the three months ended March 30, 2025. The following summarizes Restructuring, integration and other charges: Three Months Ended (In millions) March 29, 2026 Restructuring charges: Employee terminations $ 0.6 Asset impairments/write off 0.7 Provision for restructuring (1)(2) 1.3 SAVANNA Exit charges: Employee terminations 0.2 Asset impairments/write off ( 0.6 ) Other costs 0.4 SAVANNA Exit charges (2) — Implementation costs (2)(3) 3.1 Accelerated depreciation 2.0 Total charges $ 6.4 Cost of sales, excluding amortization of intangibles $ 2.0 Restructuring, integration and other charges 4.4 Total charges $ 6.4 (1) Primarily represents charges incurred in connection with the Raritan, NJ site exit. The manufacturing activities conducted in the Raritan, NJ facility will be transferred to other facilities. (2) Included in the Restructuring, integration and other charges in the Consolidated Statements of Loss. (3) Represents incremental costs directly related to implementing cost-reduction, strategic productivity and margin improvement initiatives. The components of, and charges in, the restructuring accruals were as follows: (In millions) Employee Terminations Asset impairments/write off Accrual Balance at December 28, 2025 $ 7.6 $ — $ 7.6 Provision for restructuring 0.6 0.7 1.3 Utilization and other — ( 0.7 ) ( 0.7 ) Balance at March 29, 2026 (1) $ 8.2 $ — $ 8.2 (1) Included in Other current liabilities ($ 0.8 million) and Other liabilities ($ 7.4 million) Note 13. Subsequent Event On April 17, 2026, the Company acquired all of the issued share capital of LEX Diagnostics Limited (“LEX Diagnostics”), a privately held company, for cash consideration of approximately $ 100 million. The purchase price is subject to certain adjustments, including (i) indebtedness, (ii) working capital, and (iii) potential earn-out payments of up to $ 35 million, equal to 5 % of the net revenue during the earn-out period from April 1, 2029 to March 31, 2035. LEX Diagnostics is a molecular diagnostics company developing products designed to enhance patient care by delivering clinical insights within minutes and at the time they are most valuable. 20