MYRIAD GENETICS INC

Previous wording

We believe there are significant growth opportunities in addressing the pressing healthcare needs of patient populations through innovative molecular diagnostic testing and precision medicine solutions and services. Our long-term growth strategy is built on leveraging our differentiated strengths, including our reputation for trusted high-quality tests and customer service, and our established, extensive commercial reach in community medicine. Our strategy also leverages investments in science and innovation, technology-enabled operations, an enhanced customer experience, strong commercial execution, and scalable operations. Our strategic intent is to accelerate profitable growth by focusing on (i) providing a comprehensive testing menu for the Cancer Care Continuum market with a priority for high growth applications; (ii) growing our Prenatal Health and Mental Health revenues at or above market growth; and (iii) delivering sustained profitable growth through financial and operational discipline and leveraging our operating model. Under this strategy, we plan to leverage our strong scientific foundation, deep clinical partnerships, and technology-enabled capabilities to expand adoption of our testing portfolio and integrate our precision medicine solutions more deeply into clinical workflows across the Cancer Care Continuum, Prenatal Health, and Mental Health. We are committed to making molecular testing accessible and actionable for patients and providers while driving long-term growth and profitability.

Current wording

We believe there are significant growth opportunities in addressing the pressing healthcare needs of patient populations through innovative molecular diagnostic testing and precision medicine solutions and services. Our long-term growth strategy is built on leveraging our differentiated strengths, including our reputation for trusted high-quality tests and customer service, and our established, extensive commercial reach in community medicine. Our strategy also leverages investments in science and innovation, technology-enabled operations, an enhanced customer experience, strong commercial execution, and scalable operations. Our strategic intent is to accelerate profitable growth by focusing on (i) providing a comprehensive testing menu for the Cancer Care Continuum market with a priority for high growth applications; (ii) growing our Mental Health revenues at or above market growth; and (iii) delivering sustained profitable growth through financial and operational discipline and leveraging our operating model. Under this strategy, we plan to leverage our strong scientific foundation, deep clinical partnerships, and technology-enabled capabilities to expand adoption of our testing portfolio and integrate our precision medicine solutions more deeply into clinical workflows across the Cancer Care Continuum and Mental Health. We are committed to making molecular testing accessible and actionable for patients and providers while driving long-term growth and profitability.

Previous wording

Cost of revenue for the three months ended June 30, 2026 increased $2.4 million compared to the same period in the prior year primarily due to increased fulfillment costs and increased personnel-related costs.

Current wording

Cost of revenue for the three months ended September 30, 2026 increased $3.1 million compared to the same period in the prior year primarily due to increased personnel-related costs.

Previous wording

Sales and marketing expense increased by $11.2 million for the three months ended June 30, 2026 compared to the prior year period primarily due to a $5.0 million increase in personnel-related costs as we strategically invest in our sales and marketing organization and a $4.2 million increase in marketing and sales expenses.

Current wording

Sales and marketing expense increased by $12.9 million for the three months ended September 30, 2026 compared to the prior year period primarily due to a $10.6 million increase in personnel-related costs reflecting additional investment in our commercial organization and a $2.4 million increase in marketing and other sales-related activities.

Previous wording

For the three months ended June 30, 2026, there was income tax expense of $0.6 million and our effective tax rate was (1.4)%. For the three months ended June 30, 2025, there was income tax benefit of $0.1 million and our effective tax rate was approximately 0.0%. For the three months ended June 30, 2026 and 2025, our effective tax rate differs from the U.S. federal statutory rate primarily due to the recognition of valuation allowances. Due to our cumulative loss and the exhaustion of future taxable income from the reversal of taxable temporary differences, our estimated annual effective tax rate for the current year period includes a valuation allowance against the majority of the current year increase in deferred tax assets.

Current wording

For the three months ended September 30, 2026 and 2025, we recorded income tax expense of $0.3 million and $1.2 million, respectively, resulting in effective tax rates of (0.7)% and (4.6)%, respectively. The effective tax rates for both periods differed from the U.S. federal statutory rate primarily due to valuation allowances on deferred tax assets. Our estimated annual effective tax rate reflects a valuation allowance against the majority of the current year increase in deferred tax assets due to our cumulative losses and the exhaustion of future taxable income from the reversal of taxable temporary differences.

Previous wording

The results of operations for the six months ended June 30, 2026 and 2025 are discussed below.

Current wording

The results of operations for the nine months ended September 30, 2026 and 2025 are discussed below.

Previous wording

Revenue decreased $17.9 million for the six months ended June 30, 2026 compared to the same period in the prior year. The decrease was due in part to an$8.0 million reduction to revenue resulting from changes in estimates of cash collections for tests for which the performance obligation had been satisfied in prior periods. Prenatal Health revenue decreased $15.2 million due to an 11% decrease in volume and a 6% decrease in revenue per test due to declines in reimbursement. Cancer Care Continuum revenue decreased $9.0 million due to a 12% decrease in revenue per test due to declines in reimbursement and unfavorable changes in estimates associated with prior period orders, partially offset by a 9% increase in volume. Mental Health revenue increased $6.3 million due to a 5% increase in volume and a 4% increase in revenue per test. The increase in Mental Health revenue per test was due to increased reimbursement, which offset the unfavorable changes in estimates associated with aged orders recognized during the period.

Current wording

Revenue decreased $20.9 million for the nine months ended September 30, 2026 compared to the same period in the prior year. The decrease included a $10.3 million reduction in revenue resulting from changes in estimates of cash collections for tests for which the performance obligation was satisfied in prior periods. Prenatal Health revenue decreased $20.4 million, driven by an 11% decrease in volume and a 4% decrease in revenue per test, primarily reflecting lower reimbursement. Cancer Care Continuum revenue decreased $7.6 million, driven by a 9% decrease in revenue per test, primarily reflecting lower reimbursement, partially offset by a 7% increase in volume. Mental Health revenue increased $7.1 million, due to a 5% increase in volume and a 2% increase in revenue per test, despite the unfavorable impact of changes in estimates associated with aged orders recognized during the period.

Previous wording

Cost of revenue for the six months ended June 30, 2026 increased $3.5 million compared to the same period in the prior year primarily due to increased fulfillment costs and personnel-related expenses.

Current wording

Cost of revenue for the nine months ended September 30, 2026 increased $6.6 million compared to the same period in the prior year primarily due to increased personnel-related expenses and lab-related costs.

Previous wording

Research and development expense for the six months ended June 30, 2026 was relatively consistent with research and development expenses incurred in the same period of the prior year.

Current wording

Research and development expense for the nine months ended September 30, 2026 was relatively consistent with research and development expenses incurred in the same period of the prior year.

Previous wording

Sales and marketing expense increased by $15.6 million for the six months ended June 30, 2026 compared to the prior year period primarily due to a $7.9 million increase in marketing and sales expenses and a $5.3 million increase in personnel-related expenses as we strategically invest in our sales and marketing team.

Current wording

Sales and marketing expense increased by $28.5 million for the nine months ended September 30, 2026 compared to the prior year period primarily due to a $15.9 million increase in personnel-related costs reflecting additional investment in our commercial organization and a $10.3 million increase in marketing and other sales-related activities.

Previous wording

General and administrative expense decreased by $13.3 million for the six months ended June 30, 2026 compared to the prior year period primarily due to a $6.6 million decrease in personnel-related costs, a $3.9 million decrease in amortization for previously impaired intangible assets, and a decrease of $3.8 million in rent expense.

Current wording

General and administrative expense decreased by $14.0 million for the nine months ended September 30, 2026 compared to the prior year period primarily due to a $12.1 million decrease in personnel-related costs, a $4.1 million decrease in rent expense, and a $4.1 million decrease in amortization expense related to intangible assets impaired in prior periods. These decreases were partially offset by a $6.5 million increase in professional fees related to strategic and operational initiatives focused on improving efficiency, productivity and scalability.

Previous wording

Goodwill and long-lived asset impairment charges in the six months ended June 30, 2026 included impairment charges of $5.4 million related to our Women's Health reporting unit and certain intangible assets. In the prior year period, impairment charges included goodwill impairment charges of $234.7 million and intangible asset impairment charges of $82.0 million related to our Women's Health and Mental Health reporting units.

Current wording

Goodwill and long-lived asset impairment charges in the nine months ended September 30, 2026 included impairment charges of $5.4 million related to our Women's Health reporting unit and certain intangible assets. In the prior year period, impairment charges included goodwill impairment charges of $234.7 million and intangible asset impairment charges of $82.0 million related to our Women's Health and Mental Health reporting units.

Previous wording

Other expense, net for the three months ended June 30, 2026 increased $2.3 million as compared to the same period in the prior year primarily due to an increase in interest expense related to our term loan secured in July 2025.

Current wording

Other expense, net for the nine months ended September 30, 2026 increased $6.1 million as compared to the same period in the prior year, primarily due to an increase in interest expense associated with the term loan secured in July 2025.

Previous wording

Income tax expense for the six months ended June 30, 2026 was $0.6 million, resulting in our effective tax rate of approximately (0.8)%. Income tax benefit for the six months ended June 30, 2025 was $29.4 million and our effective tax rate was 8.2%. For the six months ended June 30, 2026, our recognized effective tax rate differs from the U.S. federal statutory rate primarily due to the recognition of valuation allowances. For the six months ended June 30, 2025, our recognized effective tax rate differs from the U.S. federal statutory rate primarily due to the release of unrecognized tax benefits and the recognition of valuation allowances. The unrecognized tax benefits released were primarily related to tax refund claims following the Coronavirus Aid, Relief, and Economic Security Act, or the CARES Act. Following the success of these claims, we remeasured or released the unrecognized benefits resulting in a discrete tax benefit of $29.6 million during the six months ended June 30, 2025. Due to our cumulative loss and the exhaustion of future taxable income from the reversal of taxable temporary differences, our estimated annual effective tax rate for the current year includes a valuation allowance against the current year increase in deferred tax assets.

Current wording

Income tax expense for the nine months ended September 30, 2026 was $0.9 million, resulting in our effective tax rate of approximately (0.7)%. Income tax benefit for the nine months ended September 30, 2025 was $28.2 million and our effective tax rate was 7.3%. Our effective tax rate differs from the U.S. federal statutory rate primarily due to the recognition of valuation allowances. We maintain a valuation allowance against deferred tax assets that are not expected to be realized, including deferred tax assets generated by current year losses, and for the nine months ended September 30, 2025, a valuation allowance against tax-deductible loss from the $316.7 million of long-lived asset impairment charges. Additionally, for the nine months ended September 30, 2025, the effective tax rate was also impacted by the release of unrecognized tax benefits primarily related to tax refund claims following the Coronavirus Aid, Relief, and Economic Security Act. Following the success of these claims, we remeasured or released the unrecognized benefits resulting in a discrete tax benefit of $29.6 million in the nine months ended September 30, 2025.

Previous wording

Our primary sources of liquidity are our cash and cash equivalents, our expected cash flows from operations, and, in certain circumstances, amounts available for borrowing under our credit facility discussed below. Our capital deployment strategy focuses on the use of resources in the key areas of research and development, technology, and investments in partnerships and collaborations. We believe that investing organically through research and development and new product development to support our business strategy provides the best return on invested capital.

Current wording

Our primary sources of liquidity are our cash and cash equivalents, our expected cash flows from operations, and, in certain circumstances, amounts available for borrowing under the Credit Facility (as defined below). Our capital deployment strategy focuses on the use of resources in the key areas of research and development, technology, and investments in partnerships and collaborations. We believe that investing organically through research and development and new product development to support our business strategy provides the best return on invested capital.

Previous wording

On July 31, 2025 (the "Closing Date"), we entered into a Credit Agreement (the "Credit Agreement") with the lenders from time to time party thereto, and OrbiMed Royalty & Credit Opportunities IV, LP., as administrative agent (the "Administrative Agent") and as initial lender. The Credit Agreement consists of a $200.0 million term loan credit facility with an initial term loan of $125.0 million (the "Initial Loan"), which amount was funded on the Closing Date, and delayed draw term loans (the "Delayed Draw Loans" and together with the Initial Loan, the "Loans"), at our election, subject to the timing and terms specified in the Credit Agreement, on or prior to June 30, 2027, in a maximum principal amount of $75.0 million (collectively, the "Credit Facility"). We incurred debt discounts and issuance costs totaling $9.4 million. These costs are being amortized using the effective interest method. The proceeds of the Credit Facility were used to repay and terminate the Company's previous borrowing, with the remainder designated for working capital needs and general corporate purposes. On January 5, 2026, we and the Administrative Agent entered into the First Amendment to Credit Agreement for certain cash management matters.

Current wording

On July 31, 2025, or the Closing Date, we entered into a Credit Agreement, or the Credit Agreement, with the lenders from time to time party thereto, and OrbiMed Royalty & Credit Opportunities IV, LP, as administrative agent, or the Administrative Agent, and as initial lender. The Credit Agreement consists of a $200.0 million term loan credit facility with an initial term loan of $125.0 million, or the Initial Loan, which amount was funded on the Closing Date, and delayed draw term loans, or the Delayed Draw Loans, and together with the Initial Loan, the Loans, at our election, subject to the timing and terms specified in the Credit Agreement, on or prior to June 30, 2027, in a maximum principal amount of $75.0 million, or the Credit Facility. We incurred debt discounts and issuance costs totaling $9.4 million. These costs are being amortized using the effective interest method. The proceeds of the Credit Facility were used to repay and terminate the Company's previous borrowing, with the remainder designated for working capital needs and general corporate purposes. On January 5, 2026, we and the Administrative Agent entered into the First Amendment to Credit Agreement for certain cash management matters.

Previous wording

The Credit Facility matures on July 31, 2030 (the "Maturity Date"). Loans outstanding under the Credit Facility bear interest at a rate per annum equal to (x) the greater of the one-month Secured Overnight Financing Rate ("SOFR") and 2.5% plus (y) an applicable margin of 6.5%. All repayments are subject to an accrued exit fee. Commencing on September 30, 2029, and on the last business day of each fiscal quarter thereafter, we are required to make a scheduled principal payment equal to 2.5% of the unpaid principal amount of the Loans outstanding on the fourth anniversary of the Closing Date, together with any applicable exit fee. We may elect to prepay all or a portion of the amounts owed prior to the Maturity Date subject to a repayment premium, in addition to the exit fee. Any undrawn portion of the Delayed Draw Loans is subject to a fee of 0.5% per annum, payable each interest period based on the amount that remains undrawn through June 30, 2027. The interest rate for borrowings under the Credit Agreement as of June 30, 2026 was 10.1%.

Current wording

The Credit Facility matures on July 31, 2030, or the Maturity Date. Loans outstanding under the Credit Facility bear interest at a rate per annum equal to (x) the greater of the one-month Secured Overnight Financing Rate, or SOFR, and 2.5% plus (y) an applicable margin of 6.5%. All repayments are subject to an accrued exit fee. Commencing on September 30, 2029, and on the last business day of each fiscal quarter thereafter, we are required to make a scheduled principal payment equal to 2.5% of the unpaid principal amount of the Loans outstanding on the fourth anniversary of the Closing Date, together with any applicable exit fee. We may elect to prepay all or a portion of the amounts owed prior to the Maturity Date subject to a repayment premium, in addition to the exit fee. Any undrawn portion of the Delayed Draw Loans is subject to a fee of 0.5% per annum, payable each interest period based on the amount that remains undrawn through June 30, 2027. The interest rate for borrowings under the Credit Agreement as of September 30, 2026 was 10.2%.

Previous wording

The Credit Facility is also subject to customary mandatory prepayments with the proceeds of indebtedness and certain asset sales and casualty events. In addition to the exit fee and repayment premium referenced above, voluntary and mandatory prepayments and all other payments of the Credit Facility must also be accompanied by payment of accrued interest on the principal amount repaid or prepaid. The Credit Facility is also subject to other customary fee arrangements.

Current wording

The Credit Facility is also subject to customary mandatory prepayments with the proceeds of indebtedness and certain asset sales and casualty events, including proceeds received from the Company's sale of certain assets of its Prenatal Health business to Laboratory Corporation of America. In addition to the exit fee and repayment premium referenced above, voluntary and mandatory prepayments and all other payments of the Credit Facility must also be accompanied by payment of accrued interest on the principal amount repaid or prepaid. The Credit Facility is also subject to other customary fee arrangements.

Previous wording

The Credit Facility requires us and our subsidiaries, on a consolidated basis, to comply with a minimum trailing twelve-month revenue test as of the end of each month, commencing with the month ending December 31, 2025 at $615.0 million and increasing quarterly to $974.0 million beginning on December 31, 2029 and thereafter. In addition, the Credit Facility contains customary representations and warranties and affirmative and negative covenants, including covenants that limit or restrict us and our subsidiaries’ ability to incur liens, incur indebtedness, dispose of assets, make investments, make certain restricted payments, merge or consolidate and enter into certain speculative hedging arrangements. The Credit Facility includes a number of customary events of default, including, among other things, nonpayment defaults, covenant defaults, cross-defaults to other material indebtedness, bankruptcy and insolvency defaults, material judgment defaults and the occurrence of a change of control. If any event of default occurs (subject, in certain instances, to specified grace periods), the principal, premium, if any, interest and any other monetary obligations on all the then outstanding amounts under the Credit Facility may become due and payable immediately. As of June 30, 2026, we were in compliance with all applicable covenants under the Credit Agreement.

Current wording

The Credit Facility requires us and our subsidiaries, on a consolidated basis, to comply with a minimum trailing twelve-month revenue test as of the end of each month, commencing with the month ending December 31, 2025 at $615.0 million and increasing quarterly to $974.0 million beginning on December 31, 2029 and thereafter. In addition, the Credit Facility contains customary representations and warranties and affirmative and negative covenants, including covenants that limit or restrict our ability and the ability of our subsidiaries to incur liens, incur indebtedness, dispose of assets, make investments, make certain restricted payments, merge or consolidate and enter into certain speculative hedging arrangements. The Credit Facility includes a number of customary events of default, including, among other things, nonpayment defaults, covenant defaults, cross-defaults to other material indebtedness, bankruptcy and insolvency defaults, material judgment defaults and the occurrence of a change of control. If any event of default occurs (subject, in certain instances, to specified grace periods), the principal, premium, if any, interest and any other monetary obligations on all of the then outstanding amounts under the Credit Facility may become due and payable immediately. As of September 30, 2026, we were in compliance with all applicable covenants under the Credit Agreement.

Previous wording

Third-party payors, including state and federal health-care programs such as Medicare, managed care organizations, and other private health insurers, are increasingly attempting to contain health-care costs by limiting or denying coverage for certain tests and reducing reimbursement rates for both new and existing tests. We have experienced and may continue to experience coverage limitations or denials for many of our products.

Current wording

Third-party payors, including state and federal healthcare programs such as Medicare, managed care organizations, and other private health insurers, are increasingly attempting to contain healthcare costs by limiting or denying coverage for certain tests and reducing reimbursement rates for both new and existing tests. We have experienced and may continue to experience coverage limitations or denials for many of our products.

Previous wording

The decrease in cash and cash equivalents as of June 30, 2026 as compared to December 31, 2025 was primarily driven by $24.0 million in cash used in operations, reflecting our operating loss, offset by non-cash items and changes in working capital, as well as $9.7 million in cash used for capital expenditures and capitalized intangible assets.

Current wording

The decrease in cash and cash equivalents as of September 30, 2026 as compared to December 31, 2025 was primarily driven by $30.5 million in cash used in operations, reflecting our operating loss, offset by non-cash items and changes in working capital, as well as $11.8 million in cash used for capital expenditures and capitalized intangible assets.

Previous wording

We used $5.5 million less cash for investing activities for the six months ended June 30, 2026 compared to the same period in the prior year. The decrease in cash used in investing activities was primarily due to a decrease in the capitalization of intangible asset expenditures for software developed for internal use.

Current wording

We used $9.6 million less cash for investing activities for the nine months ended September 30, 2026 compared to the same period in the prior year. The decrease in cash used in investing activities was primarily due to a decrease in the capitalization of intangible asset expenditures for software developed for internal use.

Previous wording

Cash flows from financing activities decreased $17.0 million for the six months ended June 30, 2026 compared to the same period in the prior year, primarily due to incremental borrowings of $19.5 million under our previous revolving credit facility in the prior year, partially offset by $2.5 million lower tax withholding payments on stock-based compensation plans in the current year.

Current wording

Cash flows from financing activities decreased $73.5 million for the nine months ended September 30, 2026 compared to the prior year period, primarily due to $76.1 million of borrowings under our previous revolving credit facility in the prior year period, partially offset by a $2.6 million decrease in tax withholding payments related to stock-based compensation in the current year period.

Previous wording

Critical accounting estimates are those estimates made in accordance with generally accepted accounting principles that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on a company's financial condition or results of operations. For a further discussion of our critical accounting estimates, see our Annual Report on Form 10-K filed with the SEC on February 24, 2026 and our Quarterly Report on Form 10-Q filed with the SEC on May 6, 2026. No significant changes to our critical accounting estimates took place during the three months ended June 30, 2026.

Current wording

Critical accounting estimates are those estimates made in accordance with generally accepted accounting principles that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on a company's financial condition or results of operations. For a further discussion of our critical accounting estimates, see our Annual Report on Form 10-K filed with the SEC on February 24, 2026 and our Quarterly Reports on Form 10-Q filed with the SEC on May 6, 2026. No significant changes to our critical accounting estimates took place during the three months ended September 30, 2026.