What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-07 compared with 2026-05-06 · 247 added, 115 removed, 479 unchanged (43% of the section changed)

3 unchanged sentences

(In millions, except par value)

March 29, 2026 December 28, 2025

June 28, 2026 December 28, 2025

Current assets:

5 unchanged sentences

Total current assets 1,376.6 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

Property, plant and equipment, less accumulated depreciation and amortization of $ 1,066.1 and $ 944.8 at June 28, 2026 and December 28, 2025, respectively

1,338.6 1,358.3

Right-of-use assets 155.8 155.5

Intangible assets, less accumulated amortization of $ 942.0 and $ 896.1 at March 29, 2026 and December 28, 2025, respectively

Intangible assets, less accumulated amortization of $ 990.7 and $ 896.1 at June 28, 2026 and December 28, 2025, respectively

2,678.4 2,563.8

18 unchanged sentences

5.0 shares authorized;

none issued or outstanding at March 29, 2026 and December 28, 2025

none issued or outstanding at June 28, 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

68.3 and 67.9 shares issued and outstanding at June 28, 2026 and December 28, 2025, respectively

Additional paid-in capital 2,954.7 2,931.8

Accumulated other comprehensive loss ( 4.1 ) ( 15.4 )

Retained earnings ( 1,087.8 ) ( 996.0 )

Accumulated other comprehensive income (loss) 0.8 ( 15.4 )

Accumulated deficit ( 1,180.7 ) ( 996.0 )

Total stockholders’ equity 1,774.9 1,920.5

4 unchanged sentences

(In millions, except per share data)

Three Months Ended

March 29, 2026 March 30, 2025

Three Months Ended Six Months Ended

June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025

Total revenues $ 630.9 $ 613.9 $ 1,250.7 $ 1,306.7

5 unchanged sentences

Other operating expenses 0.8 5.1 1.0 11.5

Operating (loss) income ( 31.8 ) 32.6

Operating loss ( 21.8 ) ( 180.7 ) ( 53.6 ) ( 148.1 )

Interest expense, net 54.7 40.5 105.8 80.5

Other (income) expense, net ( 3.4 ) 1.4

Other expense, net 4.7 8.4 1.3 9.8

Loss before income taxes ( 81.2 ) ( 229.6 ) ( 160.7 ) ( 238.4 )

9 unchanged sentences

(In millions)

Three Months Ended

March 29, 2026 March 30, 2025

Three Months Ended Six Months Ended

June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025

Net loss $ ( 92.9 ) $ ( 255.4 ) $ ( 184.7 ) $ ( 268.1 )

13 unchanged sentences

comprehensive

(loss) income Retained

earnings Total

(loss) income Accumulated deficit Total

stockholders’

6 unchanged sentences

Balance at March 29, 2026 68.1 0.1 2,943.2 ( 4.1 ) ( 1,087.8 ) 1,851.4

Issuance of common stock under equity compensation plans 0.3 — 0.4 — — 0.4

Stock-based compensation expense — — 12.0 — — 12.0

Tax withholdings related to vesting of stock-based awards ( 0.1 ) — ( 0.9 ) — — ( 0.9 )

Other comprehensive income, net of tax — — — 4.9 — 4.9

Net loss — — — — ( 92.9 ) ( 92.9 )

Balance at June 28, 2026 68.3 $ 0.1 $ 2,954.7 $ 0.8 $ ( 1,180.7 ) $ 1,774.9

Common Stock Additional

2 unchanged sentences

(loss) income Retained

earnings Total

earnings / (Accumulated deficit) Total

stockholders’

6 unchanged sentences

Balance at March 30, 2025 67.5 0.1 2,897.8 ( 23.8 ) 123.1 2,997.2

Issuance of common stock under equity compensation plans 0.3 — 0.9 — — 0.9

Stock-based compensation expense — — 12.7 — — 12.7

Tax withholdings related to vesting of stock-based awards ( 0.1 ) — ( 2.7 ) — — ( 2.7 )

Other comprehensive income, net of tax — — — 40.0 — 40.0

Net loss — — — — ( 255.4 ) ( 255.4 )

Balance at June 29, 2025 67.7 $ 0.1 $ 2,908.7 $ 16.2 $ ( 132.3 ) $ 2,792.7

See accompanying notes.

2 unchanged sentences

(In millions)

Three Months Ended

March 29, 2026 March 30, 2025

Six Months Ended

June 28, 2026 June 29, 2025

OPERATING ACTIVITIES

4 unchanged sentences

Change in deferred tax assets and liabilities ( 3.2 ) ( 0.5 )

Asset write off related to restructuring, integration and other charges — 151.4

Amortization of deferred cloud computing implementation costs 17.2 11.1

Payment of Grifols Joint Business termination cost ( 25.0 ) —

Other non-cash, net 2.4 3.2

10 unchanged sentences

Acquisitions of property, plant, equipment, investments and intangibles ( 59.5 ) ( 93.7 )

Acquisition, net of cash acquired ( 96.8 ) —

Proceeds from sale of investments 15.0 —

Proceeds from government assistance allocated to fixed assets — 6.5

Loan to LEX Diagnostics — ( 2.0 )

Net cash used for investing activities ( 141.3 ) ( 89.2 )

15 unchanged sentences

Transfer of instrument inventories to fixed assets $ 76.8 $ 74.7

Reduction of accrued payroll and related expenses upon issuance of restricted share units $ — $ 0.8

See accompanying notes.

7 unchanged sentences

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.

The information at June 28, 2026, and for the three and six months ended June 28, 2026 and June 29, 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.

2 unchanged sentences

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.

For fiscal years ended 2026 and 2025, the Company’s second quarter ended on June 28, 2026 and June 29, 2025, respectively.

The three and six months ended June 28, 2026 and June 29, 2025 each included 13 and 26 weeks, respectively.

Use of Estimates

9 unchanged sentences

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

Three Months Ended Six Months Ended

(In millions) June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025

Basic weighted-average shares of common stock outstanding 68.3 67.7 68.2 67.6

1 unchanged sentence

Diluted weighted-average shares of common stock outstanding 68.3 67.7 68.2 67.6

(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.

(1) In the three and six months ended June 28, 2026 and June 29, 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:

Three Months Ended

(In millions) March 29,

2026 March 30,

Three Months Ended Six Months Ended

(In millions) June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025

Basic weighted-average shares of common stock outstanding 68.3 67.7 68.2 67.6

2 unchanged sentences

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.

These stock options and RSUs represented 4.2 million and 2.9 million shares of common stock for the three and six months ended June 28, 2026, respectively, and 1.8 million and 1.5 million shares of common stock for the three and six months ended June 29, 2025, respectively.

On April 17, 2026, the Company acquired the issued share capital of LEX Diagnostics Limited (“LEX Diagnostics”), a privately held molecular diagnostics company.

Through the acquisition, the Company obtained the LEX VELO System technology, an ultra-fast point-of-care molecular diagnostics platform designed to provide highly sensitive PCR-based detection of respiratory pathogens directly from a swab sample in less than ten minutes.

The acquisition was accounted for as an asset acquisition because substantially all of the fair value of the gross assets acquired was concentrated in a single identifiable asset, the LEX VELO System technology.

The total consideration transferred of $ 174.6 million, including transaction-related costs of $ 1.1 million consisted of:

(i) $ 98.6 million of cash, (ii) $ 41.0 million attributable to the carry-over basis of the Company’s previously held equity interest in LEX Diagnostics, and (iii) $ 35.0 million of contingent consideration which was deemed probable and estimable as of the acquisition date.

Earn-out payments are calculated as 5 % of the net revenue generated during the period from April 1, 2029 to March 31, 2035, with maximum potential payments capped at $ 35.0 million.

The consideration transferred was allocated to the acquired assets and assumed liabilities on a relative fair value basis.

The following table summarizes the allocation of the purchase price to the assets acquired and liabilities assumed for the acquisition of LEX Diagnostics:

(In millions)

Inventories 1.6

Prepaid expenses and other current and non-current assets 4.2

Property, plant and equipment 1.6

Intangible assets (1)

Accounts payable ( 1.3 )

Deferred tax liability, net ( 36.4 )

Other current and non-current liabilities ( 3.4 )

Total purchase consideration $ 174.6

(1) The purchased technology asset is being amortized on a straight-line basis over its estimated useful life of 15 years.

Contract Balances

6 unchanged sentences

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 balance of the

contract asset related to these arrangements was $ 25.4 million and $ 34.7 million as of June 28, 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.

No credit losses related to contract assets were recognized during the three and six months ended June 28, 2026 and June 29, 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”).

1 unchanged sentence

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 balance of the Company’s current deferred revenue was $ 35.4 million and $ 37.8 million as of June 28, 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.

The balance of the deferred revenue included in long-term liabilities was $ 16.3 million and $ 16.9 million as of June 28, 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 and six months ended June 28, 2026 was $ 6.4 million and $ 25.4 million, respectively.

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.

As a result of the termination, no revenue was recognized for the three and six months ended June 28, 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.

During the three months ended June 28, 2026, the Company made a $ 25 million payment, which was included in Other current liabilities in the Consolidated Balance Sheets.

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’s portion of the pre-tax net profit shared under the Joint Business was $ 5.0 million and $ 20.9 million during the three and six months ended June 29, 2025, respectively.

These amounts included the Company’s portion of the pre-tax net profit of $ 3.1 million and $ 5.7 million during the three and six months ended June 29, 2025, 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.

The Company’s portion of the pre-tax net profit also included revenue

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.

The Company’s portion of the pre-tax net profit also included revenue from collaboration and royalty agreements of $ 1.9 million and $ 15.2 million during the three and six months ended June 29, 2025, respectively, 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)

Three Months Ended Six Months Ended

(In millions) June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025

Labs $ 382.9 $ 369.7 $ 736.0 $ 742.7

Immunohematology (1)

134.2 132.3 272.5 260.8

Donor Screening (1)

4.0 13.3 11.8 26.1

Point of Care 108.2 93.0 221.0 263.9

1 unchanged sentence

Total revenues $ 630.9 $ 613.9 $ 1,250.7 $ 1,306.7

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

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

2 unchanged sentences

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.

For both the six months ended June 28, 2026 and June 29, 2025, one customer represented 11 % of Total revenues.

Revenues related to the Company’s respiratory products accounted for 8 % and 9 % of Total revenues for the three and six months ended June 28, 2026, respectively, and 8 % and 13 % for the three and six months ended June 29, 2025, respectively.

As of June 28, 2026 and December 28, 2025, no customers had a balance due in excess of 10% of Accounts receivable, net.

Segment and Geographic Information

7 unchanged sentences

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

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

The following tables present the results of operations of the Company’s reportable segments for the three and six months ended June 28, 2026 and June 29, 2025:

Three Months Ended June 28, 2026

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

3 unchanged sentences

Research and development 0.4 0.1 0.6 0.3 0.6 2.0

Other (income) expense, net 0.2 0.8 ( 0.2 ) ( 0.7 ) ( 0.1 ) —

Other expense, net — 0.8 ( 1.4 ) 0.1 ( 1.6 ) ( 2.1 )

Total segment Adjusted EBITDA $ 169.6 $ 22.1 $ 30.3 $ 18.3 $ 19.7 260.0

6 unchanged sentences

Employee compensation charges ( 4.5 )

Tax indemnification expense ( 3.3 )

EU medical device regulation transition costs (3)

Loss on investments ( 8.1 )

Other adjustments ( 6.8 )

Loss before income taxes $ ( 81.2 )

Six Months Ended June 28, 2026

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

Total revenues $ 656.3 $ 183.7 $ 131.3 $ 144.3 $ 135.1 $ 1,250.7

Cost of sales, excluding amortization of intangibles 231.2 88.9 60.8 84.8 75.0 540.7

Selling, marketing and administrative 85.1 50.5 20.0 24.7 25.2 205.5

Research and development 0.8 0.5 1.3 0.6 1.1 4.3

Other expense, net 0.2 1.6 ( 1.6 ) ( 0.6 ) ( 1.7 ) ( 2.1 )

Total segment Adjusted EBITDA $ 339.0 $ 42.2 $ 50.8 $ 34.8 $ 35.5 502.3

Reconciliation of segment Adjusted EBITDA

Corporate (2)

Depreciation and amortization ( 229.6 )

Interest expense, net ( 105.8 )

Restructuring, integration and other charges ( 10.9 )

Amortization of deferred cloud computing implementation costs ( 17.2 )

Employee compensation charges ( 10.0 )

Tax indemnification expense ( 3.3 )

EU medical device regulation transition costs (3)

Loss on investments ( 9.0 )

Other adjustments ( 11.5 )

Loss before income taxes $ ( 160.7 )

Three Months Ended March 30, 2025

Three Months Ended June 29, 2025

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

3 unchanged sentences

Research and development 0.4 0.7 0.8 0.4 0.5 2.8

Other (income) expense, net — 1.6 — — ( 0.2 ) 1.4

Other expense, net — 0.8 ( 1.1 ) 0.4 ( 0.2 ) ( 0.1 )

Total segment Adjusted EBITDA $ 159.7 $ 18.3 $ 42.1 $ 19.2 $ 18.7 258.0

5 unchanged sentences

Amortization of deferred cloud computing implementation costs ( 6.8 )

EU medical device regulation transition costs (3)

Gain on investments 1.0

Other adjustments ( 0.8 )

Loss before income taxes $ ( 229.6 )

Six Months Ended June 29, 2025

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

Total revenues $ 717.4 $ 176.2 $ 158.4 $ 140.3 $ 114.4 $ 1,306.7

Cost of sales, excluding amortization of intangibles 239.0 91.2 65.0 77.3 63.5 536.0

Selling, marketing and administrative 83.6 46.5 21.4 25.0 19.7 196.2

Research and development 0.8 1.3 1.7 0.8 0.9 5.5

Other expense, net — 2.4 ( 1.1 ) 0.4 ( 0.4 ) 1.3

Total segment Adjusted EBITDA $ 394.0 $ 34.8 $ 71.4 $ 36.8 $ 30.7 567.7

Reconciliation of segment Adjusted EBITDA

Corporate (2)

Depreciation and amortization ( 217.4 )

Interest expense, net ( 80.5 )

Restructuring, integration and other charges ( 195.0 )

Amortization of deferred cloud computing implementation costs ( 11.1 )

EU medical device regulation transition costs (3)

Gain on investments 1.3

Other adjustments ( 2.0 )

10 unchanged sentences

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.

For the three months ended June 28, 2026, the Company recognized a provision for income taxes of $ 11.7 million in relation to loss before income taxes of $ 81.2 million, resulting in a negative effective tax rate of 14.4 %.

For the three months ended June 29, 2025, the Company recognized a provision for income taxes of $ 25.8 million in relation to loss before income taxes of $ 229.6 million, resulting in a negative effective tax rate of 11.2 %.

For the three months ended June 28, 2026 and June 29, 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.

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.

For the six months ended June 28, 2026, the Company recognized a provision for income taxes of $ 24.0 million in relation to loss before income taxes of $ 160.7 million, resulting in a negative effective tax rate of 14.9 %.

For the six months ended June 29, 2025, the Company recognized a provision for income taxes of $ 29.7 million in relation to loss before income taxes of $ 238.4 million, resulting in a negative effective tax rate of 12.5 %.

For the six months ended June 28, 2026 and June 29, 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.

The balance of unrecognized tax benefits at June 28, 2026, not including interest and penalties, was $ 195.4 million, of which $ 19.5 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.

At June 28, 2026, the Company had approximately $ 1.0 million of interest and penalties accrued related to unrecognized tax benefits.

During the second quarter of 2026, the statute of limitations lapsed related to certain multistate examinations for fiscal year 2014.

Accordingly, the related unrecognized tax benefits and interest, which were fully indemnified by Johnson & Johnson, were released totaling $ 3.3 million.

As of June 28, 2026, the Company has also written off the remaining indemnification receivable from Johnson & Johnson of $ 3.3 million.

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

5 unchanged sentences

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

(In millions) June 28, 2026 December 28, 2025

Accounts receivable $ 440.1 $ 514.1

4 unchanged sentences

Inventories consisted of the following:

(In millions) March 29, 2026 December 28, 2025

(In millions) June 28, 2026 December 28, 2025

Raw materials $ 187.6 $ 189.9

8 unchanged sentences

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

(In millions) June 28, 2026 December 28, 2025

Prepaid expenses $ 72.0 $ 53.9

Income taxes and other tax receivables 61.0 79.8

Cloud computing 32.9 27.5

Contract assets 30.8 34.7

Other receivables 30.2 40.2

Derivatives 27.9 13.7

Contract assets 25.4 34.7

Other 0.5 0.7

2 unchanged sentences

Other current liabilities consisted of the following:

(In millions) March 29, 2026 December 28, 2025

(In millions) June 28, 2026 December 28, 2025

Accrued commissions, rebates and returns $ 47.9 $ 70.8

Contract termination cost 50.0 25.0

Derivatives 37.8 32.1

Deferred revenue 35.4 37.8

Operating lease liabilities 31.8 29.3

Derivatives 28.1 32.1

Contract termination cost 25.0 25.0

Accrued other taxes payable 21.9 26.3

3 unchanged sentences

Total other current liabilities $ 310.4 $ 376.6

Intangible Assets, Net

Intangible assets consisted of the following:

(In millions) June 28, 2026 December 28, 2025

Description Gross

assets Accumulated

amortization Net Gross

assets Accumulated

amortization Net

Purchased technology (1)

$ 1,206.0 $ ( 342.8 ) $ 863.2 $ 999.6 $ ( 310.3 ) $ 689.3

Customer relationships 2,033.2 ( 510.9 ) 1,522.3 2,036.2 ( 463.5 ) 1,572.7

Patent and trademark costs 401.9 ( 126.7 ) 275.2 402.6 ( 114.1 ) 288.5

Software development costs 28.0 ( 10.3 ) 17.7 21.5 ( 8.2 ) 13.3

Total intangible assets $ 3,669.1 $ ( 990.7 ) $ 2,678.4 $ 3,459.9 $ ( 896.1 ) $ 2,563.8

(1) Includes $ 208.1 million of purchased technology as part of the LEX Diagnostics acquisition with an estimated useful life of 15 years .

The components of borrowings were as follows:

(In millions) March 29, 2026 December 28, 2025

Term Loan A $ 1,135.6 $ 1,150.0

(In millions) June 28, 2026 December 28, 2025

Term Loan A Facilities $ 1,221.2 $ 1,150.0

Term Loan B 1,442.7 1,450.0

11 unchanged sentences

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.

Availability under the Revolving Credit Facility, after

deducting letters of credit of $ 23.5 million and $ 250.0 million borrowings outstanding, was $ 426.5 million as of June 28, 2026.

During the six months ended June 28, 2026, the Company (i) made $ 36.0 million in payments on the Term Loans and (ii) borrowed $ 385.0 million and made $ 215.0 million in payments on the Revolving Credit Facility.

In April 2026, the Company borrowed $ 100.0 million under the DDTL Term Loan A, comprised of a Term SOFR loan to fund the acquisition of LEX Diagnostics and for general corporate purposes.

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 Company was in compliance with the financial covenants as of June 28, 2026.

The estimated fair value of the Company’s borrowings under the Term Loans was $ 2,573.3 million at June 28, 2026, compared to the carrying amount, excluding debt issuance costs, of $ 2,663.9 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.

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

The following table provides the detailed amounts within Interest expense, net for the three and six months ended June 28, 2026 and June 29, 2025:

Three Months Ended Six Months Ended

(In millions) June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025

Term Loan A Facilities $ 18.3 $ 36.6 $ 35.5 $ 73.6

Term Loan B 27.9 — 56.0 —

7 unchanged sentences

Stock-based compensation expense was as follows:

Three Months Ended

(In millions) March 29, 2026 March 30, 2025

Three Months Ended Six Months Ended

(In millions) June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025

Cost of sales, excluding amortization of intangibles $ 1.3 $ 1.4 $ 2.3 $ 2.8

4 unchanged sentences

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.

Amounts related to the three and six months ended June 28, 2026 and June 29, 2025 were not material.

On June 22, 2026, the Board approved and adopted the Company’s 2026 Inducement Plan, effective as of July 15, 2026 (the “Inducement Plan”).

The Inducement Plan is used exclusively for the grant of equity awards to individuals who were not previously employees of the Company, or following a bona-fide period of non-employment, as an inducement material to such individuals entering into employment with the Company, pursuant to Nasdaq Listing Rule 5635(c)(4).

The maximum number of shares of the Company’s common stock that may be issued pursuant to awards under the Inducement Plan is 1,000,000 .

Also on June 22, 2026, the Compensation Committee of the Board approved a one-time inducement sign-on RSU grant (the “Inducement Grant”) to the Company’s new CFO, to be granted on July 15, 2026 with a grant date value of $ 6.5 million.

The Inducement Grant was granted pursuant to the Inducement Plan and as an inducement material to the CFO entering into employment with the Company in accordance with and in reliance upon Nasdaq Listing Rule 5635(c)(4).

The Inducement Grant was granted on July 15, 2026, with respect to 356,555 shares and will vest in equal annual installments on the first three anniversaries of the grant date, subject to the CFO's continued employment with the Company through each applicable vesting date .

Commitments and Contingencies

14 unchanged sentences

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,

2024, the court consolidated the Whitfield and Pinkney Complaints into a single action and stayed the consolidated derivative action.

On December 16, 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.

23 unchanged sentences

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.

The following table summarizes the Company’s interest rate derivative agreements as of March 29, 2026, all of which were interest rate swaps:

Pre-tax unrealized gain of $ 0.8 million as of June 28, 2026 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 June 28, 2026, all of which were interest rate swaps:

Notional Amount

27 unchanged sentences

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.

Pre-tax unrealized loss of $ 1.7 million as of June 28, 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:

The Company records these non-designated derivatives at mark-to-market with gains and losses recognized in earnings within Other expense, net.

The following table provides details of the currency hedging instruments outstanding as of June 28, 2026:

Description Notional Amount

2 unchanged sentences

Foreign currency forward contracts $ 894.1 Non-designated

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:

The following table summarizes pre-tax gains and losses from designated derivative and non-derivative instruments within AOCI for the three and six months ended June 28, 2026 and June 29, 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

(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

Three Months Ended June 28, 2026

Foreign currency forward contracts (sales) $ 1.6 Total revenues $ 0.7

1 unchanged sentence

Interest rate derivatives $ ( 6.8 ) Interest expense, net $ 0.8

Three Months Ended March 30, 2025

Six Months Ended June 28, 2026

Foreign currency forward contracts (sales) $ 0.9 Total revenues $ 0.6

1 unchanged sentence

Interest rate derivatives $ ( 27.8 ) Interest expense, net $ 1.5

Three Months Ended June 29, 2025

Foreign currency forward contracts (sales) $ 3.5 Total revenues $ ( 1.2 )

Foreign currency forward contracts (purchases) $ ( 0.1 ) Cost of sales, excluding amortization of intangibles $ 0.1

Interest rate derivatives $ 2.9 Interest expense, net $ ( 2.5 )

Six Months Ended June 29, 2025

Foreign currency forward contracts (sales) $ 6.1 Total revenues $ ( 2.3 )

Foreign currency forward contracts (purchases) $ 0.2 Cost of sales, excluding amortization of intangibles $ 0.1

Interest rate derivatives $ 16.4 Interest expense, net $ ( 5.1 )

The Company also uses forward exchange contracts to hedge a portion of its net investment in foreign operations against movements in exchange rates.

6 unchanged sentences

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

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

Three Months Ended June 28, 2026

Foreign exchange contracts $ ( 3.3 ) $ ( 1.7 )

Three Months Ended March 30, 2025

Six Months Ended June 28, 2026

Foreign exchange contracts $ ( 10.5 ) $ ( 3.4 )

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.

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

Three Months Ended June 29, 2025

Foreign exchange contracts $ 34.6 $ ( 3.0 )

Six Months Ended June 29, 2025

Foreign exchange contracts $ 46.9 $ ( 6.1 )

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 expense, net and were $ 0.2 million and $ 0.9 million for the three and six months ended June 28, 2026.

Fair value gains on foreign currency forward contracts that do not qualify for hedge accounting treatment were $ 1.8 million and $ 0.6 million for the three and six months ended June 29, 2025.

The following table summarizes the fair value of designated and non-designated hedging instruments recognized within the Consolidated Balance Sheets as of June 28, 2026 and December 28, 2025:

(In millions) June 28, 2026 December 28, 2025

Designated cash flow hedges

16 unchanged sentences

The following table summarizes the changes in AOCI by component:

Three Months Ended March 29, 2026

Three Months Ended June 28, 2026

(In millions) Foreign Currency Translation Adjustments Pension and Other Post-

Employment Benefits Cash Flow Hedges Accumulated Other Comprehensive (Loss) Income

Balance at March 29, 2026 $ ( 6.6 ) $ 2.8 $ ( 0.3 ) $ ( 4.1 )

Current period deferrals ( 0.1 ) — 5.2 5.1

Amounts reclassified to Net loss

( 1.7 ) — 1.5 ( 0.2 )

Net change ( 1.8 ) — 6.7 4.9

Balance at June 28, 2026 $ ( 8.4 ) $ 2.8 $ 6.4 $ 0.8

Six Months Ended June 28, 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 )

3 unchanged sentences

Net change ( 13.0 ) — 29.2 16.2

Balance at June 28, 2026 $ ( 8.4 ) $ 2.8 $ 6.4 $ 0.8

Three Months Ended June 29, 2025

(In millions) Foreign Currency Translation Adjustments Pension and Other Post-

Employment Benefits Cash Flow Hedges Accumulated Other Comprehensive (Loss) Income

Balance at March 30, 2025 $ ( 25.0 ) $ 1.5 $ ( 0.3 ) $ ( 23.8 )

Three Months Ended March 30, 2025

Current period deferrals (1)

52.9 — ( 6.3 ) 46.6

Amounts reclassified to Net loss

( 3.0 ) — ( 3.6 ) ( 6.6 )

Net change 49.9 — ( 9.9 ) 40.0

Balance at June 29, 2025 $ 24.9 $ 1.5 $ ( 10.2 ) $ 16.2

Six Months Ended June 29, 2025

(In millions) Foreign Currency Translation Adjustments Pension and Other Post-

6 unchanged sentences

Net change 82.2 — ( 29.8 ) 52.4

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.

Balance at June 29, 2025 $ 24.9 $ 1.5 $ ( 10.2 ) $ 16.2

(1) Includes tax impact of (i) $ 0.2 million related to cash flow hedges for the six months ended June 29, 2025, and (ii) $ 0.7 million related to foreign currency translation adjustments for both the three and six months ended June 29, 2025.

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

and (ii) the SAVANNA Exit.

Restructuring and other charges primarily include costs incurred in the three and six months ended June 28, 2026, in connection with the (i) implementation of cost-reduction, strategic productivity and margin improvement initiatives under the Optimization Plan 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 $ 28.1 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

Integration expenses for the three and six months ended June 28, 2026 include costs incurred in connection with the acquisition of LEX Diagnostics.

Integration expenses for the three and six months ended June 29, 2025 include costs incurred in connection with the Combinations, which have been completed at the end of 2025.

The following table summarizes Restructuring, integration and other charges:

Three Months Ended Six Months Ended

(In millions) June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025

Restructuring charges:

2 unchanged sentences

Provision for restructuring (1)(2)

1.0 6.6 2.3 6.6

SAVANNA Exit charges:

1 unchanged sentence

Asset impairments/write off ( 0.2 ) 148.6 ( 0.8 ) 148.6

Other costs 0.4

Other ( 1.6 ) — ( 1.2 ) —

SAVANNA Exit charges (2)

( 1.7 ) 149.6 ( 1.7 ) 149.6

Implementation costs (2)(3)

4.6 0.1 7.7 0.1

Accelerated depreciation 2.1 1.0 4.1 1.0

Integration expenses (2)

2.6 22.6 2.6 38.7

Total charges $ 8.6 $ 179.9 $ 15.0 $ 196.0

11 unchanged sentences

Utilization and other ( 1.1 ) ( 1.1 ) ( 2.2 )

Balance at March 29, 2026 (1)

Balance at June 28, 2026 (1)

$ 7.7 $ — $ 7.7

(1) Included in Other current liabilities ($ 0.1 million) and Other liabilities ($ 7.6 million)

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.

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

What changed 10-Q

Item 1. Financial Statements