MYRIAD GENETICS INC

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors and other cautionary statements described under the heading “Risk Factors” included in Part I, Item 1A of our Annual Report on Form 10-K filed with the SEC on February 24, 2026, as updated below, which could materially affect our business, financial condition or future results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition or future results. There have been no material changes in our risk factors from those described in our Annual Report on Form 10-K filed with the SEC on February 24, 2026, other than as set forth below. We may disclose changes to risk factors or additional risk factors from time to time in our future filings with the SEC.

The sale of our Prenatal Health business is subject to closing conditions, including regulatory approvals, and may not be completed on the anticipated terms or timeline, or at all, and the pendency of the sale, or any failure to complete the Transaction, could adversely affect our business, financial condition, and the market price of our common stock.

On October 19, 2026, we entered into the Purchase Agreement with Laboratory Corporation of America as Buyer. Under the Purchase Agreement, we have agreed to sell certain assets and liabilities of the Company's Prenatal Health business, such assets referred to herein as the Prenatal Business, for $210 million in cash plus the value of the related inventory at closing of the Transaction. The consummation of the Transaction is subject to the satisfaction or waiver of customary closing conditions, including the expiration or termination of any required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and receipt of any required approvals and the expiration or termination of any required waiting periods under applicable state health care laws. Governmental authorities may seek to delay the Transaction, impose conditions on it or block it. No assurances can be given that any or all of the closing conditions will be satisfied in accordance with the terms of the Purchase Agreement.

The attention of our management may be directed toward the consummation of the Transaction and related matters, and their focus may be diverted from our day-to-day business operations, including from other opportunities that might otherwise be beneficial to us.

The Purchase Agreement contains customary termination rights, including that either party may terminate the Purchase Agreement if the Transaction has not closed by February 19, 2027, subject to an automatic extension to October 19, 2027 if the conditions related to applicable regulatory clearances have not been satisfied by such date but all other conditions to closing have been satisfied or validly waived, or if consummation of the Transaction would violate any final, non-appealable order of any governmental authority. In addition, under certain circumstances, Buyer may be required to pay to the Company a termination fee of $10.5 million if the Purchase Agreement is terminated as a result of the failure to obtain certain regulatory clearances. If the Transaction is not consummated, we will not receive the expected proceeds and will have incurred significant costs and internal resources pursuing the Transaction. Any termination fee payable to us may not fully compensate us for our costs and lost opportunities. In addition, if the Transaction is not consummated, we may be unable to operate the business in the same manner as before the announcement of the Transaction.

Until closing, the Purchase Agreement restricts how we conduct the Prenatal Business. These restrictions may limit our ability to pursue opportunities or respond to market developments. Uncertainty about the Transaction could also adversely affect our relationships with employees, providers, payors and suppliers. In addition, the Transaction could become the subject of litigation, which could be costly and could delay or prevent its completion.

Any of these risks could have a material adverse effect on our business, financial condition, results of operations and stock price.

If the sale of the Prenatal Business is completed, we will no longer receive revenue from that business, may not realize the anticipated benefits of the Transaction, and will remain subject to certain liabilities and obligations.

If the Transaction is completed, we will no longer receive revenue or cash flow from the Prenatal Business. We may be unable to replace that revenue and cash flow through growth in our remaining businesses or other initiatives. We may also be unable to reduce the internal shared costs and operating expenses that currently support the Prenatal Business sufficiently, or quickly enough, to offset the loss in revenue. As a result, we may not realize the anticipated strategic, operational or financial benefits of the Transaction.

At closing, we expect to enter into a transition services agreement. Performing our obligations under this agreement may require significant resources and management attention, and we may incur costs or liabilities in connection with this agreement that are not reimbursed by the Buyer. The transition of the Prenatal Business to the Buyer could also be more difficult, costly or time-consuming than anticipated and could disrupt our remaining operations and businesses.

We will retain certain liabilities associated with the Prenatal Business, including certain liabilities arising from our billing, coding and reimbursement practices before the closing. We have also agreed to indemnify Buyer for certain losses arising from breaches of covenants and retained liabilities, subject to the limitations set forth in the Purchase Agreement. The Buyer has obtained representation and warranty insurance, but that insurance will not eliminate our potential exposure for retained liabilities or indemnification claims, which exposure could be significant.

The purchase price is subject to adjustment based on the value of inventory at closing. Transaction expenses, taxes, indemnification payments and retained liabilities may reduce the net proceeds we ultimately receive and the benefits we ultimately realize from the Transaction may be less than anticipated. We intend to use the net proceeds from the Transaction for general corporate purposes, which may include the repayment of all or a portion of the Loans under the Credit Facility, funding operations and investment in our Cancer Care Continuum business.

Any such prepayment would reduce the proceeds available to fund our operations and invest in our Cancer Care Continuum business. In addition, the Credit Agreement requires that the Company's revenues for the most recently ended period of twelve consecutive months exceed certain revenue threshold amounts set forth in the Credit Agreement. Following the closing of the Transaction, the Company will continue to be required to comply with this revenue covenant with an expected lower overall revenue base due to the sale of the Prenatal business. Failure to comply with that covenant would constitute an event of default and could result in all outstanding amounts under the Credit Facility becoming immediately due and payable.