Item 5. Other Information
ITEM 5. Other Information
(a) None.
(b) None.
(c) During the last fiscal quarter, no director or officer (as defined in Exchange Act Rule 16a-1(f)) adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (within the meaning of SEC rules).
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ITEM 6. Exhibits
Exhibit Number
3.1 Amended and Restated Certificate of Incorporation of QuidelOrtho Corporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on May 27, 2022)
3.2 Amended and Restated Bylaws of QuidelOrtho Corporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on December 13, 2022)
3.3 Certificate of Change of Registered Agent (incorporated by reference to Exhibit 3.3 to the Registrant’s Form 10-K filed on February 23, 2023)
4.1 Specimen Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Form 10-Q filed on August 5, 2022)
10.1(1) QuidelOrtho Corporation 2026 Inducement Plan (incorporated by reference to Exhibit 99.1 to the Registrant’s Form S-8 filed on July 13, 2026)
10.2(1)* QuidelOrtho Corporation 2026 Inducement Plan Nonqualified Stock Option Award Agreement
10.3(1)* QuidelOrtho Corporation 2026 Inducement Plan Restricted Stock Unit Award Terms and Conditions
10.4(1) Employment Offer Letter, dated June 22, 2026, between QuidelOrtho Corporation and Micah Young (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on June 23, 2026)
10.5(1)* Individual Retirement Program for Joseph M. Busky, effective as of June 22, 2026
31.1* Certification by Principal Executive Officer of QuidelOrtho Corporation pursuant to Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2* Certification by Principal Financial Officer of QuidelOrtho Corporation pursuant to Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1** Certifications by Principal Executive Officer and Principal Financial Officer of QuidelOrtho Corporation pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101 The following financial statements, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Loss, (iii) Consolidated Statements of Comprehensive Loss, (iv) Consolidated Statements of Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags
104 The cover page, formatted in Inline XBRL (included as Exhibit 101)
_________________________
* Filed herewith.
** Furnished herewith.
(1) Indicates a management plan or compensatory plan or arrangement.
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SUMMARY OF ABBREVIATED TERMS
QuidelOrtho Corporation and its consolidated subsidiaries may be referred to as QuidelOrtho, the Company, we, our or us in this Quarterly Report, unless the context otherwise indicates. Throughout this Quarterly Report, we have used terms which are defined below:
Annual Report Annual Report on Form 10-K for the fiscal year ended December 28, 2025
AOCI Accumulated other comprehensive income (loss)
ASC Accounting Standards Codification
ASU Accounting Standards Update
Board Board of Directors
CEO Chief Executive Officer
CFO Chief Financial Officer
CODM Chief Operating Decision Maker
Combinations Business combination consummated by Quidel Corporation and Ortho on May 27, 2022, pursuant to a Business Combination Agreement entered into as of December 22, 2021, by and among Quidel Corporation, Ortho, QuidelOrtho (formerly Coronado Topco, Inc.), Orca Holdco, Inc., Laguna Merger Sub, Inc., and Orca Holdco 2, Inc.
Credit Agreement Credit agreement, dated August 21, 2025, by and among the Company, as borrower, Bank of America, N.A., as administrative agent and swing line lender, and the other lenders and
L/C issuers party thereto
EBITDA Earnings before interest, taxes, depreciation and amortization
EMEA Europe, the Middle East and Africa
EPS Loss per share
EU European Union
Exchange Act Securities Exchange Act of 1934, as amended
FASB Financial Accounting Standards Board
GAAP Generally accepted accounting principles in the U.S.
Grifols Grifols Diagnostic Solutions, Inc.
IT Information technology
IVD In vitro diagnostics
Joint Business Collaboration arrangement between Ortho and Grifols
JPAC Japan and Asia Pacific
LEX Diagnostics
LEX Diagnostics Limited
OBBBA
One Big Beautiful Bill Act
OCI Other comprehensive (loss) income
Optimization Plan Multi-year, enterprise-wide cost-reduction, strategic productivity and margin improvement initiatives that the Company launched in the second quarter of 2025
Ortho Ortho Clinical Diagnostics Holdings plc
Quarterly Report Quarterly Report on Form 10-Q for the quarter ended June 28, 2026
R&D Research and development
Revolving Credit Facility $700.0 million revolving credit facility under the Credit Agreement
RSU Restricted stock unit; includes time-based RSUs, performance-based RSUs and restricted stock awards
RSV Respiratory syncytial virus
SAVANNA Exit Discontinuation of the development of the SAVANNA platform
SEC Securities and Exchange Commission
Securities Act Securities Act of 1933, as amended
SOFR Secured overnight financing rate
Term Loans Collectively under the Credit Agreement: (i) a $1.15 billion senior secured term loan A facility (the “Term Loan A”), (ii) a $100.0 million senior secured delayed draw term loan A facility (the “DDTL Term Loan A”; together with the Term Loan A, the “Term Loan A Facilities”), and (iii) a $1.45 billion senior secured term loan B facility (the “Term Loan B”)
U.K. United Kingdom
U.S. United States
USD United States dollar
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: August 6, 2026 QUIDELORTHO CORPORATION
/s/ BRIAN J. BLASER
Brian J. Blaser
President and Chief Executive Officer
(Principal Executive Officer)
/s/ MICAH YOUNG
Micah Young
Chief Financial Officer
(Principal Financial and Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.