Skip to main content

Bioventus Inc.

For the period ended Sep 26, 2026. Filed Nov 2, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 26, 2026 · Filed Nov 2, 2026

BVS$10.61-0.7%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-27; filed 2026-08-05.

0001665988-26-000042

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-09-26; filed 2026-11-02.

0001665988-26-000052

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 114 previous paragraphs and 112 current paragraphs.

64 unchanged; 35 reworded; 13 added; 14 removed; 1 previous and 0 current paragraphs rearranged.

Tables are not compared: 25 previous and 23 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (13)

Current report

(f)Losses recognized in connection with the refinancing of long-term debt.

Current report

(h)Represents legal and consulting costs incurred in connection with the Company’s review of potential strategic alternatives.

Current report

(i)During the third quarter of 2026, $0.4 million of costs previously incurred and recorded within other items during the second quarter of 2026 were reclassified to strategic alternatives when we began presenting such costs as a separate adjustment. Other items during the three and nine months ended September 26, 2026 consisted of individually immaterial items that are not indicative of the Company’s ongoing operating performance.

Current report

Net sales increased $2.5 million, or 16.4%, compared to the prior year period, primarily driven by growth in Ultrasonics resulting from customer upgrades to our latest surgical platform, as well as increased demand for Durolane in direct markets.

Current report

Net sales increased $4.7 million, or 9.8%, compared to the prior year period, primarily driven by growth in Ultrasonics resulting from customer upgrades to our latest surgical platform, as well as increased demand for Durolane in direct markets.

Current report

Gross profit increased $1.1 million, or 1.3%, compared to the prior year period, driven by higher net sales. Gross margin was consistent with the prior year period.

Current report

Research and development expense increased $0.5 million, or 17.5%, compared to the prior year period, primarily due to a $0.3 million increase in salaries and wages and a $0.2 million increase in consulting expenses.

Current report

Research and development expense was relatively flat compared to the prior year period, as a $1.0 million decrease in consulting expenses following the completion of certain projects was substantially offset by a $0.7 million increase in salaries and wages and a $0.2 million increase in stock-based compensation expense.

Current report

Adjusted EBITDA increased $1.4 million, or 43.3%, compared to the prior year period, primarily driven by higher gross profit resulting from increased sales volume.

Current report

Net cash outflows from investing activities increased to $4.9 million for the nine months ended September 26, 2026, from $2.7 million for the nine months ended September 27, 2025. The increase was primarily attributable to $1.5 million for the purchase of distribution rights and $1.5 million for the purchase of equity investments in 2026. Capital expenditures were comparable between periods at $1.9 million in 2026 and $2.0 million in 2025 and primarily consisted of information technology investments. In addition, 2025 included a $0.7 million working capital settlement related to the sale of the Advanced Rehabilitation Business.
Removed paragraphs (14)

Previous report

Following receipt of a recent unsolicited acquisition proposal from a party interested in acquiring the Company and multiple other expressions of interest, the Company’s Board of Directors has established a committee of independent directors, which, with the assistance of independent advisors, is evaluating a range of strategic options, including but not limited to a sale of the Company or continued execution of the Company’s standalone plan, aimed at maximizing value for shareholders.

Previous report

The Company has not set a timetable for completion of the strategic alternatives review process and there can be no assurance that the Company’s review will result in any transaction or other strategic outcome. Bioventus does not intend to disclose further developments unless and until the Board or committee has approved a specific transaction or strategic action or otherwise determines that such disclosure is appropriate or required by law.

Previous report

(g)Other items during the three and six months ended June 27, 2026 primarily consisted of strategic transaction costs.

Previous report

Net sales increased $5.7 million, or 4.4%, compared to the prior year period, driven by growth in the Pain Treatments portfolio. Net sales from Pain Treatments increased $8.3 million, reflecting 9.3% volume growth led by Durolane, and 3.6% price growth. Price growth of 1.6% was due to changes to previous rebate estimates that were more favorable than in the second quarter of 2025, driven by changes to third-party billing processes and shifts in covered lives. The remaining price growth was primarily driven by favorable customer mix relative to the second quarter of 2025.

Previous report

Net sales were essentially unchanged compared to the prior year period, decreasing $0.1 million, or 0.8%.

Previous report

Net sales increased $2.1 million, or 6.7%, compared to the prior year period, primarily driven by growth in Pain Treatments, including increased demand in Durolane, as well as higher volumes within Ultrasonics.

Previous report

Gross profit increased $3.4 million, or 3.8%, compared to the prior year period, driven by higher net sales. The gross margin decrease of 0.4% was primarily attributable to: (i) a 0.4% unfavorable impact from freight charges; (ii) a 0.3% unfavorable impact from lower average selling price (“ASP”) for our EXOGEN Bone Stimulation System; and (iii) a 0.2% unfavorable impact from scrap charges and manufacturing variances. These headwinds were partially offset by a 0.7% favorable impact from lower depreciation and amortization expense.

Previous report

Research and development expense decreased $0.5 million, or 8.8%, compared to the prior year period, primarily due to lower consulting expenses following the completion of certain projects, partially offset with an increase in compensation-related costs.

Previous report

Adjusted EBITDA decreased $0.5 million, or 9.5%, compared to the prior year period, primarily due to higher segment adjusted general and administrative expenses.

Previous report

Net cash outflows from investing activities increased by $0.8 million compared to the prior year period, primarily as a result of purchases of investments, partially offset by lower capital expenditures. Capital expenditures in both periods primarily consisted of information technology-related investments.
Reworded paragraphs (35)

Previous wording

During the first and second quarters of 2026, the Company made discretionary prepayments of $22.0 million and $20.0 million, respectively, on the 2025 Term Loan, reducing its outstanding long-term debt. These prepayments were funded by strong operating cash flows and resulted in lower interest expense and borrowing costs, while also improving the Company's leverage and other financial metrics.

Current wording

During the first, second, and third quarters of 2026, the Company made discretionary prepayments of $22.0 million, $20.0 million, and $15.0 million, respectively, on the 2025 Term Loan, reducing its outstanding long-term debt. These prepayments were funded by strong operating cash flows and resulted in lower interest expense and borrowing costs, while also improving the Company's leverage and other financial metrics.

Previous wording

(a)Includes for the three and six months ended June 27, 2026 and June 28, 2025, respectively, depreciation and amortization of $9.9 million, $10.6 million, $20.0 million, $20.9 million in cost of sales and $1.1 million, $1.4 million, $2.2 million, $3.0 million in operating expenses presented in the consolidated condensed statements of operations and comprehensive income.

Current wording

(a)Includes for the three and nine months ended September 26, 2026 and September 27, 2025, respectively, depreciation and amortization of $9.3 million, $10.0 million, $29.2 million, and $30.9 million in cost of sales and $1.1 million, $1.4 million, $3.2 million, and $4.4 million in operating expenses presented in the consolidated condensed statements of operations and comprehensive income.

Previous wording

(e)Costs incurred as a result of certain shareholder litigation unrelated to our ongoing operations.

Current wording

(d)Costs incurred as a result of certain shareholder litigation unrelated to our ongoing operations.

Previous wording

(d)Consisted of third-party fees associated with our 2025 Credit Agreement.

Current wording

(e)Consisted of third-party fees associated with our 2025 Credit Agreement.

Previous wording

(f)Represents the loss on the disposal of the Advanced Rehabilitation Business.

Current wording

(g)Represents the gain or loss on the disposal of the Advanced Rehabilitation Business.

Previous wording

Other items during the three months ended June 28, 2025 consisted of individually immaterial items that are not indicative of the Company’s ongoing operating performance. Other items during the six months ended June 28, 2025 primarily consisted of $0.5 million of expenses related to the divestiture of the Advanced Rehabilitation Business, which was completed on December 31, 2024.

Current wording

Other items during the three months ended September 27, 2025 consisted of individually immaterial items that are not indicative of the Company’s ongoing operating performance. Other items during the nine months ended September 27, 2025 primarily consisted of $0.4 million of expenses related to the divestiture of the Advanced Rehabilitation Business, which was completed on December 31, 2024.

Previous wording

We present Adjusted EBITDA, a non-GAAP financial measure, because we believe it is a useful indicator for management to measure operating performance and for planning purposes, including the preparation of our annual operating budget and financial projections. We believe that Adjusted EBITDA is useful to our investors because it is frequently used by securities analysts, investors and other interested parties in their evaluation of the operating performance of companies in industries similar to ours. We define Adjusted EBITDA as net income before depreciation and amortization, provision of income taxes and interest expense, net, adjusted for the impact of certain cash, non-cash and other items that we do not consider in our evaluation of ongoing operating performance. These items include strategic transaction costs, such as acquisition and divestiture related costs, certain shareholder litigation costs, impairment of assets, restructuring costs, equity-based compensation expense, debt refinancing, loss on extinguishment of debt, and other items. Adjusted EBITDA by segment consists of net sales and costs directly attributable to a segment, as well as an allocation of corporate overhead costs primarily based on a ratio of net sales by segment to total consolidated net sales.

Current wording

We present Adjusted EBITDA, a non-GAAP financial measure, because we believe it is a useful indicator for management to measure operating performance and for planning purposes, including the preparation of our annual operating budget and financial projections. We believe that Adjusted EBITDA is useful to our investors because it is frequently used by securities analysts, investors and other interested parties in their evaluation of the operating performance of companies in industries similar to ours. We define Adjusted EBITDA as net income before depreciation and amortization, provision for income taxes and interest expense, net, adjusted for the impact of certain cash, non-cash and other items that we do not consider in our evaluation of ongoing operating performance. These items include strategic transaction costs, such as acquisition and divestiture related costs, certain shareholder litigation costs, impairment of assets, restructuring costs, equity-based compensation expense, debt refinancing, loss on extinguishment of debt, costs related to the review of potential strategic alternatives, and other items. Adjusted EBITDA by segment consists of net sales and costs directly attributable to a segment, as well as an allocation of corporate overhead costs primarily based on a ratio of net sales by segment to total consolidated net sales.

Previous wording

These increases were partially offset by lower net sales in Surgical Solutions and Restorative Therapies. Net sales from Surgical Solutions decreased $2.2 million compared to the prior year, primarily due to lower Ultrasonics volumes, while net sales from Restorative Therapies decreased $0.4 million compared to the prior year due to an unfavorable customer mix for our EXOGEN Bone Stimulation System.

Current wording

Net sales increased $1.3 million, or 1.0%, compared to the prior year period, driven by growth in the Pain Treatments portfolio. Net sales from Pain Treatments increased $3.0 million, reflecting 7.6% volume growth driven primarily by our HA product portfolio, partially offset with a 2.8% price decrease as a result of unfavorable channel mix compared to the prior year period. These increases were partially offset by lower net sales in Surgical Solutions and Restorative Therapies. Net sales from Surgical Solutions decreased $1.3 million compared to the prior year period due to a $2.7 million decrease in BGS primarily due to lower volumes, which was partially offset by $1.4 million in Ultrasonics volume growth. Net sales from Restorative Therapies decreased $0.4 million compared to the prior year period due to a decrease in volume for our EXOGEN Bone Stimulation System.

Previous wording

Net sales increased $11.6 million, or 4.9%, compared to the prior year period. Net sales from Pain Treatments increased by $11.7 million, reflecting a 5.1% volume growth led by Durolane. Price increased 4.9% compared to the prior year, largely driven by the $4.2 million rebate change in estimate recorded in the first quarter of 2026 that resulted from the impact of third-party billing process changes. As previously disclosed, during the third quarter of 2025, a large private insurance payer informed us that it had implemented changes to its claims data management and billing systems, which the Company estimated could result in significantly higher rebate claims for our HA viscosupplement products than previously estimated or experienced. During the first quarter of 2026, we received the first deferred rebate billings processed under the payer’s updated billing methodology which were favorable compared to our prior estimates. The remainder of the price growth was driven primarily by favorable customer mix relative to the prior year period.

Current wording

Net sales increased $12.9 million, or 3.6%, compared to the prior year period. Net sales from Pain Treatments increased $14.7 million, reflecting 6.2% volume growth led by Durolane. Price increased 2.0% compared to the prior year, largely driven by the $4.2 million rebate change in estimate recorded in the first quarter of 2026 that resulted from the impact of third-party billing process changes. As previously disclosed, during the third quarter of 2025, a large private insurance payer informed us that it had implemented changes to its claims data management and billing systems, which the Company estimated could result in significantly higher rebate claims for our HA viscosupplement products than previously estimated or experienced. During the first quarter of 2026, we received the first deferred rebate billings processed under the payer’s updated billing methodology which were favorable compared to our prior estimates.

Previous wording

Net sales from Surgical Solutions decreased $0.5 million, driven by a $2.0 million decline in Ultrasonics, partially offset by $1.5 million of growth in BGS. Restorative Therapies net sales were consistent with the prior year period.

Current wording

Net sales from Surgical Solutions decreased $1.7 million, driven primarily by a $1.1 million and $0.6 million decrease in volume for BGS and Ultrasonics, respectively. Restorative Therapies net sales were consistent with the prior year period.

Previous wording

Gross profit increased $1.4 million, or 7.1%, compared to the prior year period, primarily driven by revenue growth in all businesses. Gross margin increased by 0.3% due to lower amortization expense recognized in cost of sales and royalty income, partially offset with one-time costs for servicing and repairs.

Current wording

Gross profit increased $1.8 million due to higher sales volumes, while gross margin increased 1.9% compared to the prior year period, primarily reflecting lower amortization expense recognized in cost of sales.

Previous wording

Gross profit increased $9.9 million, or 6.0%, compared to the prior year period, driven by revenue growth in Pain Treatments. The gross margin increase of 0.8% was primarily attributable to: (i) a 0.6% favorable impact from lower depreciation and amortization expense; and (ii) a 0.5% positive impact from HA products resulting from favorable pricing and rebates. These favorable impacts on gross margin were partially offset by a 0.4% unfavorable impact from scrap charges and manufacturing variances.

Current wording

Gross profit increased $11.1 million, or 4.4%, compared to the prior year period, driven by revenue growth in Pain Treatments. The gross margin increase of 0.6% was primarily attributable to: (i) a 0.6% favorable impact from lower depreciation and amortization expense; (ii) a 0.4% positive impact from HA products resulting from favorable mix and rebates. These favorable impacts on gross margin were partially offset by unfavorable product mix compared to the prior year period.

Previous wording

Gross profit increased $0.2 million, and gross margin increased 1.3% compared to the prior year period, primarily driven by lower amortization expense recognized in cost of sales and royalty income.

Current wording

Gross profit increased $3.1 million, or 11.3%, compared to the prior year period, primarily driven by revenue growth in Pain Treatments and Surgical Solutions. Gross margin increased 0.8% due to lower amortization expense recognized in cost of sales.

Previous wording

Selling, general and administrative expenses increased $3.6 million, or 4.6%, compared to the prior year period, primarily due to: (i) a $1.7 million increase in professional service costs, including legal-related expenses; (ii) a $1.3 million increase in stock-based compensation expense; and (iii) a $0.7 million increase in sales commissions and selling expenses.

Current wording

Selling, general and administrative expenses increased $4.3 million, or 5.5%, compared to the prior year period, primarily due to: (i) a $2.3 million increase in professional services costs, including legal expenses, a portion of which was related to the review of potential strategic alternatives; (ii) a $1.5 million increase in stock-based compensation expense; and (iii) a $1.4 million increase in consulting expenses, primarily associated with strategic alternatives activities. These increases were partially offset by a $0.7 million decrease in net compensation-related costs, primarily due to lower bonus expense.

Previous wording

Selling, general and administrative expenses increased $8.5 million, or 5.5%, compared to the prior year period, primarily due to: (i) a $2.7 million increase in commission and selling expenses; (ii) a $2.1 million increase in stock-based compensation expense; (iii) a $2.0 million increase in compensation-related costs driven by higher wages including bonuses; and (iv) a $1.7 million increase in professional service costs, including legal-related expenses.

Current wording

Selling, general and administrative expenses increased $12.7 million, or 5.5%, compared to the prior year period, primarily due to: (i) a $4.0 million increase in professional services costs, including legal expenses, a portion of which related to the review of potential strategic alternatives; (ii) a $3.6 million increase in stock-based compensation expense; (iii) a $2.3 million increase in commission and selling expenses; (iv) a $1.3 million increase in compensation-related costs, primarily driven by higher salaries and wages; and (v) a $1.1 million increase in event and travel-related expenses.

Previous wording

Restructuring costs incurred during 2026 primarily related to severance costs associated with a restructuring plan initiated in 2025 that focused on the elimination of several positions to optimize our organizational structure. During the three months ended June 27, 2026, we recorded a net restructuring benefit of $0.4 million related to a canceled severance contract associated with the 2025 Restructuring Plan.

Current wording

Restructuring costs incurred during the nine months ended September 26, 2026 primarily related to severance costs associated with a restructuring plan initiated in 2025 that focused on the elimination of several positions to optimize our organizational structure.

Previous wording

Depreciation and amortization decreased during the three and six months ended June 27, 2026 compared to the prior year period, primarily due to certain information technology assets being fully depreciated in 2025.

Current wording

Depreciation and amortization decreased during the three and nine months ended September 26, 2026 compared to the prior year periods primarily due to certain information technology assets being fully depreciated in 2025.

Previous wording

The loss on disposals during the three and six months ended June 28, 2025 related to the sale of the Advanced Rehabilitation Business.

Current wording

The (gain) loss on disposals during the three and nine months ended September 27, 2025 related to the sale of the Advanced Rehabilitation Business.

Previous wording

Interest expense, net decreased $3.4 million, during the three months ended June 27, 2026 compared to the prior period primarily due to lower debt outstanding and reduced interest rates and applicable margins following the completion of our debt refinancing in the third quarter of 2025. Other (income) expense, net during the three months ended June 27, 2026 was driven by foreign currency gains, compared to foreign currency losses in the prior year period.

Current wording

Interest expense, net decreased $2.4 million during the three months ended September 26, 2026 compared to the prior period primarily due to lower debt outstanding and reduced interest rates and applicable margins. Loss on extinguishment of debt recognized during the three months ended September 27, 2025 was directly related to the refinancing of our debt obligations. Other (income) expense during the three months ended September 26, 2026 was primarily attributable to foreign currency fluctuations.

Previous wording

Interest expense, net decreased $6.6 million during the six months ended June 27, 2026 compared to the prior year period, primarily due to lower debt outstanding and reduced interest rates and applicable margins following the completion of our debt refinancing in the third quarter of 2025. Other (income) expense, net during the six months ended June 27, 2026 was driven by foreign currency gains, compared to foreign currency losses in the prior year period.

Current wording

Interest expense, net decreased $9.0 million during the nine months ended September 26, 2026 compared to the prior year period, primarily due to lower debt outstanding and reduced interest rates and applicable margins. Loss on extinguishment of debt recognized during the nine months ended September 27, 2025 was directly related to the refinancing of our debt obligations. Other (income) expense during the nine months ended September 26, 2026 was driven by foreign currency gains, compared to foreign currency losses in the prior year period.

Previous wording

Our effective tax rate was 136.5% and 102.5% for the three and six months ended June 27, 2026, respectively, compared with 10.1% and 13.7% for the three and six months ended June 28, 2025, respectively. The significant increase in the effective tax rate for both periods was primarily driven by the $24.6 million income tax benefit recognized from the release of the valuation allowance related to certain deferred tax assets following our determination that those assets are more likely than not to be realized. The prior year effective tax rates reflected income earned in foreign jurisdictions, partially offset, in the case of the six months ended June 28, 2025, by the release of certain reserves for uncertain tax positions.

Current wording

Our effective tax rate was (11.4%) and (80.9%) for the three and nine months ended September 26, 2026, respectively, compared to 14.2% and 13.9% for the three and nine months ended September 27, 2025, respectively. Our effective tax rates for the three and nine months ended September 26, 2026 were primarily attributable to income tax benefits of $2,288 and $26,927, respectively, recognized in connection with valuation allowance releases. The prior year effective tax rates reflected income earned in foreign jurisdictions, partially offset, in the case of the nine months ended September 27, 2025, by the release of certain reserves for uncertain tax positions.

Previous wording

Subsequent to the IPO and related transactions, we became the sole managing member of BV LLC, holding ownership interests of 81.2% and 81.0% as of June 27, 2026 and December 31, 2025, respectively. We consolidate BV LLC’s financial statements as we have both a majority economic interest and sole voting control over BV LLC. The portion of BV LLC not owned by us—18.8% as of June 27, 2026—is reflected as a noncontrolling interest, representing the share of BV LLC owned by the Continuing LLC Owner. Period-over-period changes in noncontrolling interest reflect the allocation of net income or loss attributable to the Continuing LLC Owner.

Current wording

Subsequent to the IPO and related transactions, we became the sole managing member of BV LLC, holding ownership interests of 81.3% and 81.0% as of September 26, 2026 and December 31, 2025, respectively. We consolidate BV LLC’s financial statements as we have both a majority economic interest and sole voting control over BV LLC. The portion of BV LLC not owned by us—18.7% as of September 26, 2026—is reflected as a noncontrolling interest, representing the share of BV LLC owned by the Continuing LLC Owner. Period-over-period changes in noncontrolling interest reflect the allocation of net income or loss attributable to the Continuing LLC Owner.

Previous wording

Adjusted EBITDA increased $2.0 million, or 7.1%, compared to the prior year period. This increase was primarily attributable to higher gross profit and favorable movements in foreign currency. These improvements were partially offset by higher professional service costs and commission and selling expenses.

Current wording

Adjusted EBITDA increased $0.4 million, or 1.6%, compared to the prior year period. This increase was primarily attributable to higher gross profit, partially offset by higher selling, general and administrative expenses.

Previous wording

Adjusted EBITDA increased $6.1 million, or 13.4%, compared to the prior year period, primarily due to higher gross profit driven by increased sales, favorable rebates, and favorable foreign currency movements. These improvements were partially offset by higher commission and selling expenses, compensation-related expenses, and professional fees.

Current wording

Adjusted EBITDA increased $6.5 million, or 9.4%, compared to the prior year period, primarily due to higher gross profit driven by increased sales volumes, favorable rebates, and favorable foreign currency movements. These improvements were partially offset by higher commission and selling expenses, compensation-related expenses, and professional fees.

Previous wording

Adjusted EBITDA increased $0.1 million, or 1.5%, compared to the prior year period, primarily due to higher gross profit driven by increased sales, mostly offset with higher segment adjusted general and administrative expenses.

Current wording

Adjusted EBITDA increased $1.5 million, or 14.0%, compared to the prior year period, primarily due to higher gross profit driven by increased sales, partially offset with higher selling expenses.

Previous wording

The five-year 2025 Revolver includes an initial annual commitment fee of 0.30%, calculated based on the average daily amount of the available revolving commitment, which includes revolving and swingline loans as well as letters of credit (“LOC”). The commitment fee is payable quarterly in arrears on the last day of each calendar quarter and at maturity. The commitment rate is subject to adjustment based on our leverage ratio. Swingline loans are available as base rate option loans and LOCs are limited to $7.5 million under the 2025 Credit Agreement.

Current wording

The five-year 2025 Revolver includes an initial annual commitment fee of 0.30%, calculated based on the average daily amount of the available revolving commitment, which includes revolving and swingline loans as well as letters of credit (“LOC”). The commitment fee is payable quarterly in arrears on the last day of each calendar quarter and at maturity. The commitment fee rate is subject to adjustment based on our leverage ratio. Swingline loans are available as base rate option loans and LOCs are limited to $7.5 million under the 2025 Credit Agreement.

Previous wording

On each of March 31, 2026 and June 30, 2026, we made our scheduled principal payments of $3.8 million on the 2025 Term Loan. In addition, during the first and second quarters of 2026, we made discretionary prepayments of $22.0 million and $20.0 million, respectively, on the 2025 Term Loan. These prepayments were made to reduce future interest expense, and we believe the prepayments align with our capital optimization strategy and liquidity objectives.

Current wording

On each of March 31, 2026, June 30, 2026, and September 30, 2026, we made our scheduled principal payments of $3.8 million on the 2025 Term Loan. In addition, during the first, second, and third quarters of 2026, we made discretionary prepayments of $22.0 million, $20.0 million, and $15.0 million, respectively, on the 2025 Term Loan. These prepayments were made to reduce future interest expense, and we believe the prepayments align with our capital optimization strategy and liquidity objectives.

Previous wording

(a)Refer to Item 1. Financial Information—Notes to the Unaudited Consolidated Condensed Financial Statements—Note 4. Financial Instrumentsin this report for further information regarding our long-term debt obligations.

Current wording

(a)Refer to Item 1. Financial Statements—Notes to the Unaudited Consolidated Condensed Financial Statements—Note 4. Financial Instrumentsin this report for further information regarding our long-term debt obligations.

Previous wording

We enter into contracts in the ordinary course of business with various third parties for development, collaboration and other services. These agreements generally include provisions allowing for termination upon notice. In the event of cancellation, payments typically consist of amounts due for services rendered or expenses incurred through the termination date, including non-cancellable obligations of our service providers. Certain agreements also contain contingent provisions that may require payment upon the occurrence of specified events. For additional information regarding commitments and contingencies, refer to Item 1. Financial Information—Notes to the Unaudited Consolidated Condensed Financial Statements—Note 11. Commitments and Contingencies.

Current wording

We enter into contracts in the ordinary course of business with various third parties for development, collaboration and other services. These agreements generally include provisions allowing for termination upon notice. In the event of cancellation, payments typically consist of amounts due for services rendered or expenses incurred through the termination date, including non-cancellable obligations of our service providers. Certain agreements also contain contingent provisions that may require payment upon the occurrence of specified events. For additional information regarding commitments and contingencies, refer to Item 1. Financial Statements—Notes to the Unaudited Consolidated Condensed Financial Statements—Note 11. Commitments and Contingencies.

Previous wording

During the six months ended June 27, 2026, we made total principal payments of $45.8 million on the 2025 Term Loan, consisting of a scheduled quarterly payment of $3.8 million and two discretionary payments totaling $42.0 million. As of June 27, 2026, we had an outstanding balance of $248.5 million under the 2025 Term Loan, net of original issue discount and deferred financing costs.

Current wording

During the nine months ended September 26, 2026, we made total principal payments of $64.5 million on the 2025 Term Loan, consisting of two scheduled quarterly payments of $3.75 million and three discretionary payments totaling $57.0 million. As of September 26, 2026, we had an outstanding balance of $229.8 million under the 2025 Term Loan, net of original issue discount and deferred financing costs.

Previous wording

Refer to Item 1. Financial Information—Notes to the Unaudited Consolidated Condensed Financial Statements—Note 4. Financial Instruments for further details on the Company’s indebtedness.

Current wording

Refer to Item 1. Financial Statements—Notes to the Unaudited Consolidated Condensed Financial Statements—Note 4. Financial Instruments for further details on the Company’s indebtedness.

Previous wording

For information regarding Commitments and Contingencies, refer to Item 1. Financial Information—Notes to the Unaudited Consolidated Condensed Financial Statements—Note 11. Commitments and Contingenciesof this Quarterly Report on Form 10-Q.

Current wording

For information regarding Commitments and Contingencies, refer to Item 1. Financial Statements—Notes to the Unaudited Consolidated Condensed Financial Statements—Note 11. Commitments and Contingenciesof this Quarterly Report on Form 10-Q.

Previous wording

Cash and cash equivalents as of June 27, 2026 totaled $29.5 million, compared to $51.2 million as of December 31, 2025. The change in cash was primarily due to the following:

Current wording

Cash and cash equivalents as of September 26, 2026 totaled $30.7 million, compared to $51.2 million as of December 31, 2025. The change in cash was primarily due to the following:

Previous wording

Net cash inflows from operating activities increased by $22.2 million compared to the prior year period, primarily reflecting lower interest payments due to reduced debt levels and favorable interest rates, as well as decreases in inventory purchases and bonus payments, partially offset with higher compensation-related costs.

Current wording

Net cash inflows from operating activities increased by $12.8 million compared to the prior year period, primarily reflecting lower interest payments due to reduced debt levels and favorable interest rates, as well as decreases in bonus payments, partially offset with higher compensation-related costs. Net income for the nine months ended September 26, 2026 included a noncash income tax benefit associated with the partial release of our valuation allowance, which did not increase net cash inflows from operating activities.

Previous wording

Net cash outflows from financing activities was $46.6 million for the six months ended June 27, 2026, primarily reflecting $42.0 million of discretionary prepayments of long-term debt. Net cash outflows from financing activities was $13.7 million for the six months ended June 28, 2025, primarily reflecting a $19.8 million payment of contingent consideration related to a prior acquisition, partially offset by $5.0 million of net borrowings under our former revolving credit facility.

Current wording

Net cash outflows from financing activities were $64.2 million for the nine months ended September 26, 2026, primarily reflecting $64.5 million of long-term debt repayments. Net cash used in financing activities was $33.7 million for the nine months ended September 27, 2025, consisting of: (i) $39.9 million of net cash outflows related to the refinancing of our long-term debt obligations, including borrowings under the 2025 Credit Agreement, principal repayments and related financing costs; and (ii) $19.8 million of contingent consideration payments related to a prior acquisition. These financing cash outflows were partially offset by $25.0 million of net borrowings under our former revolving credit facility.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

Research and development expense remained consistent with the prior year period.