HAE 10-K & 10-Q changes, risk factors and insider trading

We view our operations and manage our business in three principal reporting segments: Plasma, Blood Center and Hospital. We believe that Plasma and Hospital have the greatest growth potential and are well positioned to drive long-term value. Blood Center operates in more challenging markets, and we have sharpened our focus accordingly on targeted opportunities – particularly in plasma and platelets – while ensuring continued alignment of this business with the Company’s broader strategic objectives. If we have not correctly identified the product categories with the greatest growth potential, we will not allocate our resources appropriately which could have a material adverse effect on our business, financial condition or results of operations.

In fiscal 2025,2026, our ten largest customers accounted for approximately 42%44% of our net revenues. Although we did not have any customers that represented more than 10% of our consolidated revenues in fiscal 2025, aA material portion of sales in our Plasma segment come from (and we anticipate will continue to come from) a limited number of customers. AsIn previouslyfiscal disclosed,2026, one of our largest Plasma customers,customer CSL,accounted informedfor usapproximately in April 202113% of itstotal intentnet not to renew its supply agreement for the use of PCS2® plasma collection system devices and the purchase of disposable plasmapheresis kits in the U.S. following the expiration of the then current term of its contract, which was subsequently extended on a non-exclusive basis through December 2025.revenues. Any non-renewal, termination, material reduction in purchasing or material reduction in per unit pricing by any of our largest customers for any reason, including material decreases in demand for plasma or development of alternative processes, could have a material adverse effect on our business, financial condition or results or operations.

A significant element of our strategy is to increase revenue growth by focusing on innovation and new product development. The medical device markets in which we participate, however, are highly competitive. We encounter significant competition across our product lines and in each market in which our products are sold from various medical device companies, some of whom have greater financial and marketing resources than we do. In addition, the medical device markets in which we participate and the healthcare industry generally are characterized by extensive research and development and rapid technological change.

We have sought and in the future may seek to supplement our organic growth through strategic acquisitions, investments and alliances, including our recent acquisitions of Vivasure Medical Limited, OpSens Inc. and Attune Medical. We have also sought and in the future may seek to divest certain assets deemed non-core to our long-term strategic objectives, including our recentdivestiture divestiturein January 2025 of the Whole Blood product line and related assets within our Blood Center business unit. Such transactions are inherently risky and require significant effort and management attention. The success of any acquisition, investment or alliance, or of any divestiture, may be affected by a number of factors, including our ability to properly assess and value the potential business opportunity or to successfully integrate any business we may acquire into our existing business.

We increasingly rely on information technology systems, including cloud-based computing, to process, transmit and store electronic information for our day-to-day operations and for our customers, including sensitive personal information and proprietary or confidential information. Additionally, certain of our products collect data regarding patients and donors and connect to our systems for maintenance and other purposes or are actively managed by Haemonetics on behalf of specific customers. Similar to other large multi-national companies, the size and complexity of our information technology systems makes them vulnerable to a cyber-attack, malicious intrusion, breakdown, destruction, loss of data privacy, or other significant disruption. We also may face operational interruptions as we continue to upgrade our global enterprise resource planning system. We outsource certain elements of our information technology systems to third parties that, as a result of this outsourcing, could have access to certain confidential information and whose systems may also be vulnerable to these types of attacks or disruptions. While we conduct security risk assessments prior to engaging third partythird-party suppliers and other vendors and business partners to validate that they maintain appropriate safeguards to protect our and their information systems in connection with the services they provide, it is possible that they suffer a cyber-attack that impacts us, our suppliers or our customers. Security threats, including cyber and other attacks are becoming increasingly sophisticated, frequent, and adaptive and, like other large multi-national companies, we have experienced cyber incidents in the past and may experience them in the future. Accordingly, our information systems require an ongoing commitment of significant resources to maintain, protect and enhance existing systems and develop new systems to keep pace with continuing changes in information processing technology, evolving systems and regulatory standards, the increasing need to protect patient and customer information and changing customer patterns. This includes opportunities as well as risks associated with the integration of AI into our or our suppliers’ or customers’ operations. While AI presents significant opportunities for innovation and efficiency, it could also introduce new risks in managing information systems and in the cybersecurity threat landscape. Based on the information available as of the date of this Annual Report on Form 10-K, we are not aware of any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operation or financial condition. While we have invested and continue to invest in the protection of personal information and proprietary or confidential information, there can be no assurance that our efforts will prevent cyber-attacks, intrusions, breakdowns or other incidents or ensure compliance with all applicable securities and privacy laws, regulations,regulations standardand standards. In addition, third parties may attempt to hack into our products to obtain data relating to patients with our products or our proprietary information. Emerging technologies such as generative AI may be used by malicious actors to create more targeted phishing narratives or otherwise strengthen social engineering capabilities, which may increase our threat landscape. Any failure by us or third parties we work with to maintain or protect our respective information technology systems and data integrity, including from cyber-attacks, intrusions or other breaches, could result in the unauthorized access to patient data and personally identifiable information, theft of intellectual property or other misappropriation of assets, or otherwise compromise our confidential or proprietary information and disrupt our operations. Any of these events, in turn, may cause us to lose existing customers, have difficulty preventing, detecting and controlling fraud, have disputes with customers, physicians and other healthcare professionals, be subject to legal claims and liability, have regulatory sanctions or penalties imposed, have increases in operating expenses, incur expenses or lose revenues as a result of a data privacy breach or theft of intellectual property, or suffer other adverse consequences, any of which could have a material adverse effect on our business, financial condition or results of operations.

Additionally, the legal and regulatory environment surrounding information security and privacy is increasingly demanding, with the imposition of new and changing requirements across businesses, including rules requiring timely public disclosure of cybersecurity incidents. We are required to comply with increasingly complex and changing legal and regulatory requirements that govern the collection, use, storage, security, transfer, disclosure and other processing of personal data in the United States and in other countries, including, but not limited to, HIPAA, HITECH, the California Consumer Privacy Act,Act or CCPA,(“CCPA), the California Privacy Rights Act, and the EU’s General Data Protection Regulation,Regulation or GDPR.(“GDPR”). The GDPR imposes stringent EU data protection requirements and provides for significant penalties for noncompliance. HIPAA also imposes stringent data privacy and security requirements and the regulatory authority has imposed significant fines and penalties on organizations found to be out of compliance. CCPA provides consumers with a private right of action against companies who have a security breach due to lack of appropriate security measures, and several other U.S. states have introduced or proposed similar privacy laws which may apply to us directly or indirectly through our customers, manufacturers, suppliers or other third-party partners. In addition, new information security and privacy laws havecontinue alsoto come into effect in China and other countries where we conduct business. We or our third-party providers and business partners may also be subjected to audits or investigations by one or more domestic or foreign government agencies relating to compliance with information security and privacy laws and regulations, and noncompliance with the laws and regulations could resultsresult in material fines or litigation.

Political, economic and policy influences are causing the healthcare and blood collection industries to make substantial structural and financial changes that affect our results of operations. Government and private sector initiatives limiting the growth of healthcare costs are causing structural reforms in healthcare delivery, including the reduction in blood use and reduced payments for care. These trends have placed greater pricing pressure on suppliers and, in some cases, decreased average selling prices and increased the number of sole source relationships. This pressure impacts our Hospital and Blood Center businesses. Our vascular closure devices, for example, are often perceived as physician preference devices with a relatively higher price point compared to certain vascular closure alternatives such as sutures or manual compression, and purchases are commonly made by a hospital only after approval by its value analysis committee. If a hospital value analysis committee does not approve or revokes prior approval for any of the reasons set forth above, the demand for our vascular closure devices may decrease and we could experience an adverse effect on our results of operations or financial condition. Additionally, the influence of integrated delivery networks, group purchasing organizations and large single accounts has the potential to put price pressure on our Hospital business.

We have a complex global supply chain that involves integrating key suppliers and our manufacturing capacity into a global movement of components and finished goods. This complexity is enhanced by global macroeconomic conditions and uncertainty, including around inflation, tariffs, interest rates, monetary policy, exchange rates and geopolitical developments.

Many of our products also require sterilization prior to sale or distribution and we utilize a mix of internal resources and contract sterilizers to perform this service. To the extent we or our contract sterilizers are unable to sterilize our products, whether due to capacity, availability of materials for sterilization, regulatory or other constraints, including federal and state regulations on the use of ethylene oxide, we may be unable to transition to alternative internal or external resources or methods in a timely or cost effective manner, or at all, which could have a material impact on our results of operations and financial condition.

In addition, we manufacture our VASCADE vascular closure devices under a shelter plan service agreement with Offshore International Incorporated (d/b/a Tetakawi) pursuant to which we lease our manufacturing facility in Guaymas, Mexico. Tetakawi is responsible for a number of ongoing services related to the facility, including provision of external security and maintenance, manufacturing personnel related human resource matters, recruiting support, government compliance, workforce transportation and cross-border shipping of raw components. We are reliant on Tetakawi to provide these services and any disruption in these services or our failure to maintain our contractual relationship with Tetakawi could significantly harm our ability to manufacture our vascular closure devices and maintain sufficient quality standards, which would negatively impact our business and results of operations.

Due to the high standards and stringent requirements of the FDA and other similar non-U.S. regulatory agencies applicable to manufacturing our products, such as the FDA’s QSRQMSR and cGMP regulations, we also may not be able to quickly establish additional or replacement sources for certain raw materials, components or finished goods. A reduction or interruption in manufacturing, or an inability to secure alternative sources of raw materials, components or finished goods on commercially reasonable terms or in a timely manner, could compromise our ability to manufacture our products on a timely and cost-competitive basis, which may have a material adverse effect on our business, financial condition and results of operations.

We have implemented various cost reduction initiatives to align our cost structure with our operations and ongoing portfolio rationalization activities. During the first quarter of fiscal 2026, our Board of Directors approved aour newongoing market and regional alignment initiative, a company-wide restructuring initiative designed to improve operational performance and reduce costs by directing the Company’s resources toward the markets and geographies that offer the greatest growth and portfolio advancement opportunities, and delegated authority to the Company's management to determine the details of the specific actions that will comprise the initiative. While cost savings from this initiative to date have been consistent with our expectations, it is possible that events and circumstances, such as financial or strategic difficulties, delays and unexpected costs may occur that could result in our not realizing all of the anticipated benefits or our not realizing the anticipated benefits on our expected timetable. TheOur market and regional alignment initiative could also yield unintended consequences, such as business disruption, the loss of institutional knowledge as a result of turnover and reduced employee productivity, which could negatively affect our business, sales, financial condition and results of operations. Our inability to realize all of the anticipated benefits from theour market and regional alignment initiative could have a material adverse effect on our business, results of operations, cash flows and financial condition.

As a medical device and drug manufacturer, we operate in a highly regulated industry, and non-compliance with applicable laws or regulations could adversely affect our financial condition and results of operations.

The manufacture, distribution and marketing of our products are subject to extensive regulation by the FDA and other state and non-U.S. regulatory bodies. Our operations are also subject to review and monitoring by the FDA and other regulatory authorities. Government regulation of medical devices is meant to assure their safety and effectiveness, and includes regulation of, among other things, the product’s development, testing, premarket clearance, de novo classification or approval, manufacture, marketing, labeling, post-market surveillance, reporting, and imports and exports. Before a new medical device, or a new use of an existing productproduct, can be marketed in the United States, it must first receive either premarket clearance under Section 510(k) of the U.S. Federal Food, Drug, and Cosmetic Act, or FDCA, a grant of a request for de novo classification or a Premarketpremarket Approval,approval, or PMA, from the FDA, unless an exemption applies. Similarly,For beforeexample, in 2025 Vivasure submitted a newPMA drugapplication can be marketed into the U.S.,FDA itfor mustthe firstPerQseal receiveElite approvalarterial ofclosure asystem newthat drugis application or abbreviated new drug applicationcurrently under theFDA FDCA.review. The process of obtaining regulatory authorization to market a medical device or a drug can be costly and time-consuming, and we may not be able to obtain these authorizations on a timely basis, if at all.

Our products are also subject to approval and regulation by foreign regulatory and safety agencies. For example, the EU has adopted the EU Medical Device Regulation, or EU MDR, and the EU In Vitro Diagnostic Regulation, or EU IVDR, each of which impose stricter requirements for the marketing and sale of medical devices beyond those of the current medical device directives they replace, including in the area of clinical evaluation requirements, quality systems and post-market surveillance. Complying with the requirements of these regulations may require us to incur significant expenditures and we may experience delays that negatively impact the ability to sell our full suite of products in certain jurisdictions. Similarly, the separation of states from participation in the EU, such as through the cessation of the United Kingdom’s membership in the EU (commonly known as “Brexit”) and the separation of the Swiss and EU medical product markets with the adoption of the EU MDR (commonly referred to as “Swexit”),Swexit, may result in further regulatory risk and complexity as the former EU member or participant state establishes separate laws and regulations governing medical products. More stringent regulations have also been introduced in many countries outside of Europe that previously did not have medical device regulations, had minimal regulations or relied on reciprocal recognition of approval in other markets. Failure to meet these requirements could adversely impact our business in the EU and other applicable regions.

Any product for which we obtain clearance, de novo classification or approval, and the manufacturing processes, reporting requirements, post-approval clinical data and promotional activities for such product, will be subject to continued regulatory review and oversight, and our facilities will be subject to periodic inspection (both routine and unannounced) by the FDA and other domestic and foreign regulatory bodies. In particular, we and our third-party suppliers must comply with the FDA’s QSRQMSR or cGMP requirements (depending on the products at issue), which address, among other things, the methods of documentation of the design, testing, production, control, quality assurance, labeling, packaging, sterilization, storage and shipping of our products.

As a medical device and drug manufacturer, we are subject to safety reporting requirements.

Under the FDA’s medical device reporting regulations, medical device manufacturers are required to report to the FDA information of which they become aware that a device has or may have caused or contributed to a death or serious injury or malfunctioned in a way that would likely cause or contribute to a death or serious injury if the malfunction of the device or one of our similar devices were to recur. In addition, drug manufacturers are required to report adverse drug experiences associated with the use of a drug and submit field alert reports for instances of contamination, change or deterioration of the distributed product or failure to meet specifications. Similar reporting requirements exist in some of the other jurisdictions in which we operate. Failure to report these events to the FDA or other applicable regulatory authorities within the required timeframes, or at all, could lead to enforcement actions, fines and criminal sanctions against us.

The tax regimes we are subject to or operate under are unsettled and may be subject to significant change. Changes in applicable tax laws and regulations, or their interpretation and application, including the possibility of retroactive effect, could affect our income tax expense and profitability, as they did in fiscal 2017 and fiscal 2018 upon passage of the U.S. Tax Cuts and Jobs Act, and in 2020 with the passage of the Coronavirus Aid, Relief, and Economic Security Act. Certain provisions of the Inflation Reduction Act passed in 2022, including a 15% corporate alternative minimum tax, as well as the similar 15% global minimum tax under the Organization for Economic Cooperation and Development's Pillar Two Global Anti-Base Erosion Rules, may impact our income tax expense, profitability, and capital allocation decisions. The Pillar Two Global Anti-Base Erosion Rules isare currently effective in some of the jurisdictions in which we operate. Other countries are considering enacting laws consistent with the Pillar Two rules, while still others have yet to announce their intention to adopt. The United States has not enacted the Pillar Two global minimum taxtax, and in June 2025, the currentG7 administration recentlycountries announced itsan intentionagreement to effectivelyexempt withdrawU.S. companies from thecertain OECDelements Inclusive Framework as well as its intention to enact retaliatory measures against countries who assert extraterritorial taxes against U.S. taxpayers. The OECD continues to issue guidance onof the Pillar Two framework, with new rules released as recently as January, 2025.framework. While we continue to monitor legislative adoption of Pillar Two by country, as well as for additional guidance from the OECD, there is significant uncertainty that exists regarding the interpretation of the detailed Pillar Two rules, whether such rules will be implemented consistently across taxing jurisdictions, how such rules interact with existing national tax laws and whether such rules are consistent with existing tax treaty obligations. Accordingly, the final adoption, implementation, and interpretation of Pillar Two across all jurisdictions where we do business could have a material adverse impact on our financial condition, results of operations and cash flows.

As we expand the scale of our international business activities, any changes in the U.S. or foreign taxation of such activities may increase our worldwide effective tax rate and harm our business, financial condition and results of operations. Such changes may also apply prospectively or retroactively to our historical operations and result in taxes greater than the amounts estimated and recorded in our consolidated financial statements, and any such changes could have a material impact on our effective tax rate and on our business, results of operations, financial condition, and cash flows.

In April 2024, the Company entered into a second amended and restated credit agreement with certain lenders to refinance the existing senior unsecured term loan and senior unsecured revolving credit facility and extend their maturity date through April 2029. The second amended and restated credit agreement provides for a $250.0 million senior unsecured term loan and a $750.0 million senior unsecured revolving credit facility, or together, the 2024 Revised Credit Facilities. In May 2024, the Company issued $700.0 million aggregate principal amount of indebtedness under the Company’s convertible notes due 2029, or 2029 Notes,(“2029 Notes”), and used $230.0 million of the proceeds to repay the entirety of the previously outstanding balance under the Company’s senior unsecured revolving credit facility and $185.5 million of the proceeds to repurchase $200.0 million in aggregate principal amount of the Company’s convertible senior notes due 2026 (“2026 Notes”). In March 2026, orthe 2026Company Notes.repaid Thethe remaining $300.0 million balance of the 2026 Notes at maturity, funded by cash on hand and 2029$300.0 Notesmillion areof referredborrowings below collectively asunder the Notes.Company’s revolving credit facility. As of March 29,28, 2025,2026, the Company had $250.0$239.1 million of debt outstanding under the senior unsecured term loan, $300.0 million aggregate principal amount of indebtedness under the 2026 Notes, and $700.0 million aggregate principal amount of indebtedness under the 2029 Notes.Notes, and $300.0 million outstanding under the revolving credit facility.

Our 2024 Revised Credit Facilities contain financial covenants that require us to maintain specified financial ratios that may limit our ability to borrow additional funds and that require us to make interest and principal payments. As of March 29,28, 2025,2026, we were in compliance with the covenants pursuant to our 2024 Revised Credit Facilities, and we currently forecast that we will be in compliance with these covenants through the period ending MarchApril 28,3, 2026.2027.

The conditional conversion feature of the 2029 Notes, if triggered, may adversely affect our financial condition and operating results.

Under certain circumstances, the noteholders may convert their 2029 Notes at their option prior to their respective scheduled maturities.maturity. If one or more noteholders elect to convert their 2029 Notes, we would be required to settle a portion or all of our conversion obligation through the payment of cash, which could adversely affect our liquidity. In addition, holders of our Notes will have the right to require us to repurchase their 2029 Notes upon the occurrence of a fundamental change (as defined in the applicable indenture (each, anthe “Indenture”)), at a repurchase price equal to the principal amount of the 2029 Notes to be repurchased, plus accrued and unpaid special interest, if any, to but not including, the fundamental change repurchase date. We may not have enough available cash or be able to obtain financing at the time we are required to repurchase the applicable2029 Notes or pay the cash amounts due upon conversion. In addition, applicable law, regulatory authorities and the agreements governing our other indebtedness may restrict our ability to repurchase the 2029 Notes or pay the cash amounts due upon conversion. Our failure to repurchase the 2029 Notes or to pay the cash amounts due upon conversion when required will constitute a default under the applicable Indenture. A default under anthe Indenture or the fundamental change itself could also lead to a default under agreements governing our other indebtedness, including our 2024 Revised Credit Facilities and the other Notes,Facilities, which may result in that other indebtedness becoming immediately payable in full. We may not have sufficient funds to satisfy all amounts due under the other indebtedness and the 2029 Notes.

Even if holders do not elect to convert their 2029 Notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the 2029 Notes as a current rather than long-term liability, which would result in a material reduction of our net working capital.

The Capped Call Transactions may affect the value of the 2029 Notes and our common stock.

In connection with the issuance of the 2029 Notes, we entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain financial institutions (the “Option Counterparties”). The Capped Call Transactions are expected generally to reduce the potential dilution to our common stock upon any conversion of the 2029 Notes and/or offset any potential cash payments we are required to make in excess of the principal amount of converted 2029 Notes, as the case may be, with such reduction and/or offset subject to a cap.

From time to time, the Option Counterparties and/or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to our common stock and/or purchasing or selling our common stock or other securities of ours in secondary market transactions prior to the maturity of the 2029 Notes. This activity could also cause or avoid an increase or a decrease in the market price of our common stock or the 2029 Notes.

Certain provisions in the 2029 Notes and the Indentures could make a third party attempt to acquire us more difficult or expensive. For example, if a takeover constitutes a fundamental change, then noteholders will have the right to require us to repurchase their 2029 Notes for cash. In addition, if a takeover constitutes a make-whole fundamental change, then we may be required to temporarily increase the conversion rate. In either case, and in other cases, our obligations under the 2029 Notes and the Indentures could increase the cost of acquiring us or otherwise discourage a third party from acquiring us or removing incumbent management, including in a transaction that noteholders or holders of our common stock may view as favorable.

Conversion of the 2029 Notes may dilute the ownership interest of existing stockholders.

The conversion of some or all of the 2029 Notes will dilute the ownership interests of existing stockholders to the extent we deliver shares of our common stock upon conversion of any of the 2029 Notes. Any sales in the public market of the common stock issuable upon such conversion could adversely affect our common stock’s prevailing market prices. In addition, the existence of the 2029 Notes may encourage short selling by market participants because the conversion of the 2029 Notes could be used to satisfy short positions, or anticipated conversion of the 2029 Notes into shares of our common stock could depress the price of our common stock.

U.S.We legislationmarket and executivesell ordersour aimedproducts atin boostingapproximately competitiveness90 countries and have distributors in approximately 87 of these countries. This exposes us to currency fluctuation, geopolitical risk, economic volatility, anti-corruption laws, export and import restrictions, local regulatory authorities and the laws and medical practices in foreign jurisdictions. Recently, the U.S. government implemented substantial changes to U.S. trade policies, including increased tariffs and changes to multilateral trade agreements. Additionally, the President of the United States has directed various federal agencies to further evaluate key aspects of U.S. businessestrade policy and there has been ongoing discussion and commentary regarding potential significant changes to U.S. trade policies, treaties and tariffs. Global trade policy continues to evolve and the ultimate impact of recent developments with respect to U.S. tariffs is unclear. There remains substantial uncertainty regarding the duration of existing and newly announced tariffs, potential changes or pauses to such tariffs, tariff levels, and whether further additional tariffs or other retaliatory actions may havebe unintendedimposed, effectsmodified, or suspended, and the impacts of such actions on our business. TariffsThese anddevelopments, other measures directed at China, Mexico, Canada and other markets enacted byor the U.S., countervailing measuresperception that mayany beof enactedthem bycould various countries, as well as prolonged uncertainty regarding such measures as administrations change,occur, may have a material adverse effectseffect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the U.S. These changes could prevent or make it difficult or more expensive for us to obtain the materials or components needed for new products. Tariff increases could negatively impact our costs and/or require us to increase our prices, which likely would decrease customer demand for our products. Retaliatory tariff and trade measures imposed by other countries could affect our ability to source,export manufactureproducts and distributetherefore products,adversely affect our sales. Any significant changes in current U.S. trade or receiveother payments,policies inthat restrict imports or increase import tariffs could have a timelymaterial andadverse cost-effectiveeffect manner, thereby adversely affectingupon our business.results Inof operations. Further, in addition to fluctuations in foreign exchange rates, discussed below, our business in markets outside the United States is subject to changing political, social and geopolitical conditions, such as tensions between China and Taiwan and the wars in UkraineUkraine, Iran and other parts of the Middle East, including any political instability resulting from war, terrorism, insurrections and civil unrest, and changing economic conditions in these markets, such as inflation, deflation, interest rate volatility and credit availability. Additionally, a number of factors, including U.S. relations with the governments of the foreign countries in which we operate, changes to international trade agreements and treaties, changes in tax laws and regulations, economic sanctions (including those imposed by the U.S. and other governments against Russia), export controls, restrictions on the ability to transfer capital across borders, tariffs and other increases in trade protectionism and barriers to market participation, or the weakening or loss of certain intellectual property protection rights in some countries, may affect our business, financial condition and results of operations. Many of these risks are rapidly evolving and subject to an accelerating pace of change. We are continuing to monitor the situationsituations in UkraineUkraine, Iran and other parts of the Middle East and globally as well as to assess its potential impact on our business. Although our business in Russia accounted for onlyless aboutthan 1% of fiscal 20252026 net revenues, a significant escalation or further expansion of the conflict’s current scope or related disruptions to the global markets could have a material adverse effect on our results of operations.

There are risks with doing business in emerging economies, such as Brazil, Russia, India and China. These economies tend to have less mature product regulatory systems and more volatile financial markets. In addition, the government controlledgovernment-controlled healthcare system’s ability to invest in our products and systems may abruptly shift due to changing government priorities, geopolitical events or funding capacity. Our ability to sell products in these economies is dependent upon, among other factors, our ability to hire qualified employees or agents to represent our products locally and our ability to obtain and maintain the necessary regulatory approvals in a less mature regulatory environment. If we are unable to retain qualified representatives or maintain the necessary regulatory approvals, we will not be able to continue to sell products in these markets. We are also exposed to a higher degree of financial risk if we extend credit to customers in these economies.

We are subject to taxation in numerous countries, states and other jurisdictions. In preparing our consolidated financial statements, we record the amount of tax payable in each of the jurisdictions in which we operate. Our future effective tax rate, however, may be lower or higher than prior years due to numerous factors, including a change in our geographic earnings mix, changes in the measurement of our deferred taxes and recently enacted and future tax law changes in jurisdictions in which we operate. Certain provisions of the Inflation Reduction Act passed in 2022, including a 15% corporate alternative minimum tax, as well as the similar 15% global minimum tax under the Organization for Economic Cooperation and Development's Pillar Two Global Anti-Base Erosion Rules, may impact our income tax expense, profitability, and capital allocation decisions. The Pillar Two Global Anti-Base Erosion Rules isare currently effective in some of the jurisdictions in which we operate. The United States has not enacted the Pillar Two global minimum tax and, in June 2025, the G7 countries announced an agreement to exempt U.S. companies from certain elements of the Pillar Two framework. We are also subject to tax audits in various jurisdictions and tax authorities may disagree with certain positions we have taken and assess additional taxes. Any of these factors could cause us to experience an effective tax rate significantly different from previous periods or our current expectations, which could adversely affect our business, results of operations and cash flows.

We operate in an industry that is susceptible to significant intellectual property litigation. This type of litigation is expensive, complex and lengthy and its outcome is difficult to predict. Patent litigation may result in adverse outcomes and could significantly divert the attention of our technical and management personnel. As described in Note 15, Commitments & Contingencies, towithin the Consolidatedconsolidated Financialfinancial Statementsstatements in Item 8 of this Annual Report on Form 10-K, we are currently party to intellectual property litigation. Intellectual property litigation that we institute from time to time may be settled on terms less favorable than desired or we may encounter challenges in enforcing judgments in our favor that require additional legal action, which could affect our financial performance and strategic objectives. Additionally, in the event that our right to market any of our products is successfully challenged, we may be required to obtain a license on terms which may not be favorable to us, if at all. If we fail to obtain a required license or are unable to design around a patent, our business, financial condition or results of operations could be materially adversely affected.

Our products may be determined to infringe on another party’s patent, which could lead to financial losses or adversely affect our ability to market our products.

In order to guard against the risk of infringement of intellectual property rights held by third parties we conduct freedom to operate studies through qualified counsel on all newly developed or acquired technologies. While we believe this practice is reasonable and adequate, there is risk that third partythird-party patents or trademarks were not identified in such studies or that litigation outcomes regarding infringement or validity may be contrary to our understanding of the facts or the established law.

Stock markets in general and our common stock in particular have experienced significant price and trading volume volatility over recent years. The market price and trading volume of our common stock may continue to be subject to significant fluctuations due to factors described under this Item 1A. Risk Factors, as well as economic and geopolitical conditions in general and to variability in the prevailing sentiment regarding our operations or business prospects, as well as, among other things, changing investment priorities of our shareholders. Because the market price of our common stock fluctuates significantly, shareholders may not be able to sell their shares at attractive prices.

In April 2025, our Board of Directors approved a newThe $500 million share repurchase authorization approved by our Board of Directors in April 2025 extends through April 2028. Under this share repurchase program, we are authorized to repurchase, from time to time, outstanding shares of common stock in accordance with applicable laws both on the open market, including under trading plans established pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amendedamended, and in privately negotiated transactions. The actual timing, number and value of shares repurchased is determined by us and depends on a number of factors, including market conditions, applicable legal requirements and compliance with the terms of loan covenants. The share repurchase program may be suspended, modified or discontinued at any time and we have no obligation to repurchase any amount of our common stock under the programs. Repurchases pursuant to our share repurchase program could affect our stock price and increase its volatility. The existence of a share repurchase program could also cause our stock price to be higher than it would be in the absence of such a program and could potentially reduce the market liquidity for our common stock. There can be no assurance that any share repurchases will enhance shareholder value because the market price of our common stock may decline below the levels at which we repurchased our common stock. Although our share repurchase program is intended to enhance long-term shareholder value, short-term stock price fluctuations could reduce the program’s effectivenesseffectiveness. As of March 28, 2026, the total remaining authorization for repurchases of the Company’s common stock under the 2025 share repurchase program was $325.0 million. Refer to Note 7, Earnings per Share, towithin the Consolidatedconsolidated Financialfinancial Statementsstatements in Item 8 of this Annual Report on Form 10-K for additional information.

There has been increased focus from certain regulatory bodies, investors, customers, employees and other stakeholders concerning corporate responsibility matters, including topics identified under the framework of Environmental, Social and Governance,Governance or ESG.(“ESG”). Customer preferences or requirements may be influenced by company progress across various ESG topics related to, among other things, human capital and environmental impact matters. From time to time, we may announce certain initiatives, including goals, regarding corporate responsibility focus areas for our company. We may not achieve, or may be perceived as not achieving, against such initiatives, including as a result of changes in our business. The standards by which corporate responsibility efforts and related matters are measured are developing and evolving. For example, organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their respective approaches to corporate responsibility matters, which are increasingly being employed by investors, lenders, and customers to inform their investment, financing or purchasing decisions. Any failure, or perceived failure, to achieve against our corporate responsibility initiatives or to establish goals that align with stakeholder expectations could result in declines in our market share and have an adverse impact on our business, financial condition or results of operations, including as a result of reputational harm, an inability to attract customers, and an inability to attract and retain top talent.

We view our operations and manage our business in three principal reporting segments: Plasma, Blood Center and Hospital. For that purpose, “Plasma” includes plasma collection devices and disposables, donor management software and supporting software solutions sold to plasma customers. “Blood Center” includes blood collection and processing devices and disposables for plasma, red cells,cells and platelets. “Hospital” is comprised of Interventional Technologies, which includes Vascular Closure, Sensor-Guided Technologies and Esophageal Protection product lines, and Blood Management Technologies, which includes Hemostasis Management, Cell Salvage and Transfusion Management product lines. Financial information concerning these segments is provided in Note 18, Segment and Enterprise-Wide Information, within the consolidated financial statements in Item 8 of this Annual Report on Form 10-K.

We believe that Plasma and Hospital have the greatest growth potential and are well positioned to drive long-term value. Blood Center operates in more challenging markets, and we have sharpened our focus accordingly on targeted opportunities – particularly in plasma and platelets – while ensuring continued alignment of this business with the Company’sour broader strategic objectives.

Changes in demand for plasma-derived biopharmaceuticals,therapies, particularly immunoglobulin, are the key driver of plasma collection volumes in the plasma biopharmaceutical market. Various factors related to the supply of plasma and the production of plasma-derived biopharmaceuticalstherapies also affect collection volume, including the following:

•Biopharmaceutical companies arecontinue seekingto moreincrease yield from each plasma collectioncollections in order to meet growing demand for biopharmaceuticalsplasma-derived therapies without requiring an equivalent increase in plasma donations.donations;

•Newly approved indications for auto-immune diseases treated with plasma-derived therapies, the growing understanding and diagnosis of thesediseases diseases,treatable with plasma derived therapies, longer lifespans and a growing aging patient population increase the demand for plasma.plasma; and

•GeographicalExpansion expansionin the availability of biopharmaceuticalsplasma-derived therapies across new geographic markets also increases demand for plasma.

Despite the overall growth in the market, thethere numberare offew biopharmaceutical companies that collect and fractionate source plasma is low and industry consolidation is ongoing.plasma. Significant barriers to entry exist for new entrants due to high capital outlay requirements for fractionation, long regulatory pathways to the licensing of collection centers and fractionation facilities and approval of plasma-derived biopharmaceuticals. As a result, there are relatively few customers for our Plasma products, especially in the U.S. where approximatelyover two-thirds of the world’s source plasma is collected and only a few customers provide the majority of our Plasma revenue. However, certain jurisdictionsjurisdictions, such as EgyptEgypt, Canada, Belgium and the United Kingdom have begun or expanded dedicated programs to collect or are considering collection of plasma for fractionation for their local needs, which couldhas expandexpanded the Plasma market.

In the Blood Center market, we sell automated blood component collection systems. While we sell products around the world, a significant portion of our sales are to a limited number of customers due to the relatively limited number of blood collectors.

Within the Blood Center market, we have seen two trends that have negatively impacted growth of the overall marketplace despite the overall increase in aging populations.populations:

•Declining transfusion rates in mature markets due to the development of more minimally invasive procedures with lower associated blood loss,loss as well as better blood management.management; and

Vascular Closure Market - The target markets for our vascular closure products used in coronary, structural heart, peripheral and electrophysiology procedures, are highly concentrated in the U.S. The mature market of coronary and peripheral procedures consists of interventions to diagnose and treat vascular diseases. Our products also address many of the vascular closure needs for the structural heart (“contralateral access sites”) and electrophysiology procedures. Our Vascular Closure market continues to grow with the VASCADE MVP launch in Japan in September 2023. In addition, our VASCADE and VASCADE MVP vascular closure systems received CE mark clearance in fiscal 2023, providing a pathway for country-specific introduction of these products in the EU. In August 2024, we successfully launched the VASCADE MVP XL, which allowed us to capitalize more broadly in procedures as part of electrophysiology, coronary and peripheral markets. In January 2026, we successfully completed the acquisition of Vivasure, which included the PerQseal Elite large bore closure system, which is designed for percutaneous vessel closure following catheter-based procedures requiring large bore femoral access, including TAVR, EVAR and mechanical circulatory support procedures. PerQseal Elite has received CE Mark in Europe for arterial and venous indications, and we have submitted a PMA application to the FDA for an arterial indication in the United States. We believe PerQseal Elite complements and expands our Vascular Closure portfolio into the large bore market.

Sensor-Guided Technologies Market - The market for sensor-guided technologies reflects varying dynamics across different interventional cardiology procedures. In the transcatheter aortic valve replacement (“TAVR”) market, characterized by high growth, the demand for innovative solutions like SavvyWire is driven by an aging population and increasing prevalence of aortic valve diseases globally. Conversely, in the more mature percutaneous coronary intervention (“PCI”) market, the steady demand for sensor-guided technologies such as OptoWire remains driven by persistent prevalence of coronary artery disease, emphasizing the need for advanced diagnostic and therapeutic interventions. Our strategic investment in sensor-guided technologies positions us to capitalize on these trends, leveraging innovation to address evolving needs in both high-growth and mature markets while expanding our global market presence through initiatives such as obtainingreceiving CE mark clearanceMark for our Savvywire.

Esophageal Protection Market - The market for esophageal protection devices, such as our ensoETM, is driven by radiofrequencyradiofrequency, (“RF”)or RF, ablation for the treatment of atrial fibrillation (“AF”),fibrillation, which has a risk of thermal injury to the esophagus. While many cardiac ablation procedures are currently performed using RF ablation, the immediate opportunity for esophageal cooling during an AF ablation has substantially diminished over the last year due to the launch of Pulsed Field Ablation (“PFA”) in the US and Japan. PFA has been available in Europe for several years already. One of the perceived benefits of PFApulse field ablation, or PFA, is that its mechanism of action is tissue selective, which is believed to spare the esophagus from serious injury and may, therefore, obviate the need for esophageal cooling devices. While there are cardiac ablation procedures currently performed using RF ablation, the immediate opportunity for esophageal cooling during an atrial fibrillation ablation has substantially diminished over the last two years due to the launch of PFA in the US and Japan. PFA has been available in Europe for several years already.

Haemonetics’ TEG and HAS hemostasis analyzer systemssystem areis an advanced diagnostic toolstool that provideprovides a comprehensive assessment of a patient’s overall hemostasis. This information enables clinicians to decide the most appropriate clinical treatment for the patient to minimize blood loss and reduce clotting risk. For example, TEG analyzers have been used to support clinical decision making in open cardiovascular surgery and organ transplantation, becoming the standard of care in liver transplants. In more recent years, interest has grown into the utilization of TEG in trauma and other procedures in which the risk of hemorrhage and thrombosis are high.

Geographically, TEG systems have achieved the highest market penetration in North America and Europe. However, there are considerable growth opportunities in these as well as other markets, as TEG systems become more established as the standard of care around the world. The HAS-100 and HAS-300 are currently commercialized in China, where there has been a significant reduction in government reimbursement for testing and enforcement of strict pricing limitations, both of which constrain the growth potential in the market.

Transfusion Management Market - Revenues from BloodTrack have increased in the U.S. and Europe in recent years as hospitals seek means to improve efficiencies and meet compliance guidelines for tracking and dispositioning blood components to patients. SafeTrace Tx’s leading market share continues in the U.S. and SafeTraceTX has expanded into the United Kingdom as hospitals seek solutions to address operational efficiency, cybersecurity,cybersecurity and interoperability with enterprise systems.

Our fiscal year ends on the Saturday closest to the last day of March. FiscalEach yearsfiscal 2025year andpresented 2024 includedincludes 52 weeks with each quarter having 13 weeks.

Operating income increaseddecreased 34.5%29.3% during fiscal 20252026 as compared with fiscal 2024,2025. The decrease was primarily due to operating leverage, the remeasurementimpairment of contingentintangible consideration,assets decreasedrelated performance-basedto compensationAttune and the gain realized on the sale of a manufacturing facility in the first quarter of fiscal 2025,Medical, partially offset by operating,pricing transactionbenefits andacross integrationall business units, decreased restructuring costs related to recentportfolio acquisitions,rationalization increased amortization of acquired intangible assetsinitiatives and decreased amortization of fair value inventory step-up.step-up related to the acquisition of Attune Medical.

Management uses non-GAAP financial measures, inIn addition to financial measures in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), management uses non-GAAP financial measures to monitor the financial performance of the business, make informed business decisions, establish budgets and forecast future results. These non-GAAP financial measures should be considered supplemental to, and not a substitute for, our reported financial results prepared in accordance with U.S. GAAP. Constant currency growth, a non-GAAP financial measure, measures the change in revenue between the current and prior year periods using a constant currency conversion rate. We have provided this non-GAAP financial measure because we believe it provides meaningful information regarding our results on a consistent and comparable basis for the periods presented.

International sales are generally conducted in local currencies, primarily Japanese Yen, Euro and Chinese Yuan. Our results of operations are impacted by changes in foreign exchange rates, particularly in the value of the YenYen, Euro and Euro,Yuan, relative to the U.S. Dollar. We have placed foreign currency hedges on certain foreign currencies to mitigate our exposure to foreign currency fluctuations.

Plasma revenue decreased 6.0%by 2.0% on an as reported basis and decreased by 2.7% without the effect of foreign exchange during fiscal 20252026 as compared with fiscal 2024. Without the effect of foreign exchange, Plasma revenue decreased 5.9% during fiscal 2025 as compared with fiscal 2024.2025. This revenue decrease was primarily driven by lower sales volumes in North America, entirelyAmerica relating to the previously announced customer transition of CSL Plasma.Plasma, Inpartially theoffset fourthby quartershare ofgains, fiscalhigher 2025,volume weand recordedpricing a one-time $10.6 million shortfall payment from CSL related to the non-exclusive supply agreement with the Company scheduled to expire in December 2025. We do not expect any North America disposables sales to CSL Plasma in fiscal 2026.benefits.

Blood Center revenue decreased 7.8%15.3% duringon fiscal 2025an as comparedreported withbasis fiscaland 2024.decreased Without16.5% without the effect of foreign exchange, Blood Center revenue decreased 6.7%exchange during fiscal 2026 as compared with fiscal 2025. The decrease in Blood Center’s reported revenue was primarily driven by declinesthe indivestiture of our Whole Blood business,product which was divestedline in theJanuary fourth2025, quarterpartially ofoffset fiscalby 2025.favorable product mix and higher volume.

Hospital revenue increased 23.7%4.3% duringon fiscal 2025an as comparedreported withbasis fiscaland 2024.increased Without3.5% without the effect of foreign exchange, Hospital revenue increased 24.0%exchange during fiscal 2026 as compared with fiscal 2025. The increase was primarily attributable to theincreased productsales linesvolume withinand market expansion in the Interventional Technologies franchise, including benefits from the recently acquired Sensor-Guided TechnologiesHemostasis and EsophagealTransfusion Protection product lines and growth in Vascular Closure, as well as contributions from theManagement product lines within the Blood Management Technologies franchise, which was partially offset by lower sales volume in the Interventional Technologies franchise.

Gross profit increased 8.3%5.2% on an as reported basis and increased 3.9% without the effect of foreign exchange during fiscal 20252026 as compared with fiscal 2024. Without the effects of foreign exchange, gross profit increased 9.5% during fiscal 2025. The increase was primarily driven by increasedthe revenuescontinued intransformation of the Hospitalproduct businessportfolio to higher margin offerings, benefits from product innovation, decreased restructuring costs related to portfolio rationalization initiatives and volume, mix and price, partially offset bydecreased amortization of fair value inventory step-up related to the Attune Medical acquisition, restructuring costs related to portfolio rationalization initiatives and foreign exchange.acquisition.

Research and development expenses increaseddecreased 15.2%4.7% on an as reported basis and decreased 5.3% without the effect of foreign exchange during fiscal 20252026 as compared with fiscal 2024. Without the effects of foreign exchange, research and development expenses increased 15.6% during fiscal 2025. The increasedecrease in fiscal 20252026 was primarily due to increasedlower headcountcosts asrelated ato resultcompliance ofwith recentEU acquisitions.MDR and EU IVDR requirements.

Selling, general and administrative expenses increased 1.2%1.3% on an as reported basis and increased 0.2% without the effect of foreign exchange during fiscal 20252026 as compared with fiscal 2024. Without the effects of foreign exchange, selling, general and administrative expenses increased 1.4% during fiscal 2025. The increase in fiscal 20252026 was primarily drivendue byto transaction,costs integrationassociated with the acquisition of Vivasure, impacts from tariffs and operatinghigher costsperformance-based relatedcompensation to recent acquisitions and increased headcount and digital transformation costs incurred as part of the upgrade of our enterprise resource planning system, partially offset by gains realized on the sale of a manufacturing facility in the first quarter of fiscal 2025.costs.

We view our operations and manage our business in three principaltwo reporting segments: Plasma, Blood CenterApheresis and Hospital.MedSurg. For that purpose, “PlasmaApheresis” includes plasma collection devices and disposables,disposables for plasma, red cells and platelets, donor management software and supporting software solutions sold to plasma customers. “Blood Center” includescustomers, blood collection and processing devices and disposables for plasma, red cells, and platelets.devices. “HospitalMedSurg” is comprised of Interventional Technologies, which includes Vascular Closure, Sensor-Guided Technologies and Esophageal Protection product lines, and Blood Management Technologies, which includes Hemostasis Management, Cell Salvage and Transfusion Management product lines.

Operating income increased 14.2% and 19.5%6.7% during the three and nine months ended DecemberJune 27, 2025, respectively,2026 as compared with the same periodsperiod of fiscal 2025.2026. The increase during the three and nine months ended DecemberJune 27, 20252026 was primarily due to pricingfavorable benefitsproduct mix across all business units, as well as decreased restructuring costs related to portfolio rationalization initiatives and decreased amortization of fair value inventory step-up related to the acquisition of Advanced Cooling Therapy, Inc., d/b/a Attune Medical (“Attune Medical”), partially offset by lower gains on sales of property, plant and equipment..

Our principal operations are in the United States, Europe, Japan and other parts of Asia. We market and sell our products in approximately 9690 countries through a combination of our direct sales force and independent distributors. During the three and nine months ended DecemberJune 27, 2025,2026, our revenue generated outside the U.S. was 26.9% and 26.1%, respectively,24.0% of total net revenues, as compared with 26.1% and 26.0%24.6% during the three and nine months ended DecemberJune 28, 2024, respectively.2025. International sales are generally conducted in local currencies, primarily Japanese Yen, Euro and Chinese Yuan. Our results of operations are impacted by changes in foreign exchange rates, particularly in the value of the Yen, Euro and Yuan, relative to the U.S. Dollar. We have placed foreign currency hedges on certain foreign currencies to mitigate our exposure to foreign currency fluctuations.

(23) Interventional Technologies includes Vascular Closure, Sensor Guided Technologies and Esophageal Protection product lines of the HospitalMedSurg business unit.

(34) Blood Management Technologies includes Hemostasis Management, Cell Salvage and Transfusion Management product lines of the HospitalMedSurg business unit.

Blood CenterApheresis revenue decreasedincreased by 19.6% and 19.6%, respectively,5.3% on an as reported basis and by 20.7% and 20.8%, respectively,5.1% without the effect of foreign exchange during the three and nine months ended DecemberJune 27, 2025,2026, as compared with the same periodsperiod of fiscal 2025.2026. The decreaseincrease was primarily driven by volume growth and share gains within the divestiturePlasma of our Whole Blood product line, which was completed in January 2025, partially offset by product mix.franchise.

HospitalMedSurg revenue decreased by 0.3% and increased by 2.9%, respectively,6.0% on an as reported basis and decreased by 0.9% and increased by 2.4%, respectively,5.9% without the effect of foreign exchange during the three and nine months ended DecemberJune 27, 2025,2026, as compared with the same periodsperiod of fiscal 2025.2026. The decrease during the three months ended December 27, 2025increase was driven by lowerhigher salesmarket volumeexpansion in the Vascular Closure product line within the Interventional Technologies franchise, offsetand by an increase in salesincreased volume and share gains in the Hemostasis Management product line within the Blood Management Technologies franchise. The increase during the nine months ended December 27, 2025 was primarily attributable to the Hemostasis Management product line within the Blood Management Technologies franchise, driven by volume growth and pricing benefits, which was partially offset by lower volume in the Interventional Technologies franchise.

Gross profit increased by 4.6% and 6.0%, respectively,5.5% on an as reported basis and by 3.4% and 4.9%, respectively,5.5% without the effect of foreign exchange during the three and nine months ended DecemberJune 27, 2025,2026, as compared with the same periodsperiod of fiscal 2025.2026. The increase was driven primarily by the continued transformation of the product portfolio to higher margin offerings, benefits from product innovation, decreased restructuring costs related to portfolio rationalization initiatives, and decreasedthe absence of amortization of fair value inventory step-up related to the Attune Medical acquisition.

(1) Constant currency growth,change, a non-GAAP financial measure, measures the change in revenue between the current and prior year periods using a constant currency. See “Management’s Use of Non-GAAP Measures.”

Research and development expenses decreased by 10.4% and increased by 2.0%, respectively,0.4% on an as reported basis and decreased by 10.6% and increased by 1.9%, respectively,0.8% without the effect of foreign exchange during the three and nine months ended DecemberJune 27, 2025,2026, as compared with the same periodsperiod of fiscal 2025.2026. The decrease during the three months ended December 27, 2025 was primarily due to lowerhigher costsperformance-based relatedcompensation to compliance within the Europeanprior Union Medical Device Regulation and In Vitro Diagnostic Regulation requirements compared to the same period in fiscal 2025. The increase during the nine months ended December 27, 2025 was primarily due to increased investments into product innovation.year.

SG&A expenses increased by 2.5% and decreased by 0.1%, respectively,7.4% on an as reported basis and increased by 1.0% and decreased by 0.9%, respectively,6.6% without the effect of foreign exchange during the three and nine months ended DecemberJune 27, 2025,2026, as compared with the same periodsperiod of fiscal 2025.2026. The increase during the three months ended December 27, 2025 was primarily due to performance-basedhigher compensation costs and litigation-related charges. The decrease during the nine months ended December 27, 2025 was primarily driven by lower integration and transactionpersonnel-related costs and freight costs, partially offset by lower gains on sales of property, plant and equipment.charges.

We recognized amortization expense related to our acquired intangible assets of $10.9$10.2 million and $33.5 million, respectively, during the three and nine months ended DecemberJune 27, 2025,2026, as compared with $12.2$11.4 million and $37.0 million, respectively, during the three and nine months ended DecemberJune 28, 2024.2025. The decrease was primarily due to certain intangible assets becoming fully amortized or being impaired during fiscal 2025 and fiscal 2026.

For the three and nine months ended DecemberJune 27, 2025,2026, we reported income tax expense of $15.2 million and $39.0$14.6 million, respectively,representing representingan effective tax ratesrate of 25.4% and 24.9%, respectively.30.6%. The effective tax rate for the ninethree months ended DecemberJune 27, 20252026 includes $0.5$1.7 million of discrete tax expense, primarily related to stock compensation shortfalls.shortfalls and valuation allowance impacts related to losses in certain recently acquired jurisdictions.

For the three and nine months ended DecemberJune 28, 2024,2025, we reported income tax expense of $12.4 million and $31.6$11.1 million, respectively,representing representingan effective tax ratesrate of 24.9% and 22.4%, respectively.24.7%. The effective tax rate for the three months ended DecemberJune 28, 20242025 includes an immaterial discrete tax benefit. The effective tax rate for the nine months ended December 28, 2024 includes $3.3$0.1 million of discrete tax benefit,expense, primarily related to stock compensation windfalls. The discrete benefit also includes other items such as provision to return differences.shortfalls.

The reported tax rate for the three months ended December 27, 2025, compared to the same period in fiscal 2025, was relatively consistent. The increase in the reported tax rate for the ninethree months ended DecemberJune 27, 2025,2026, compared to the same period in fiscal 2025,2026, relates primarily to the decreaseincrease in net stock compensation windfallshortfalls benefits.and the impact of losses incurred in certain jurisdictions for which no tax benefit was recognized.

(1) Availability under our revolving credit facilities is reduced by borrowings on the revolving credit facilities of $250.0 million as of June 27, 2026 and by eligible outstanding letters of credit allowable of $1.3 million as of DecemberJune 27, 20252026 and March 29,28, 2025,2026, respectively.

Our primary sources of liquidity are cash and cash equivalents, internally generated cash flow from operations and our senior unsecured revolving credit facility. We believe these sources are sufficient to fund our cash requirements over at least the next twelve months and to meet our known long-term cash requirements, including our 2026 Notes, 2.5% convertible senior notes due in 2029 (the “2029 Notes”), and our senior unsecured term loan. Our expected cash outlays relate primarily to acquisitions, investments, capital expenditures, share repurchases, theour ongoing market and regional alignment initiativeinitiative, and cashpayments of principal and interest payments under our revised credit agreements.facilities.

As of DecemberJune 27, 2025,2026, the $700.0 million principal balance of the 2029 Notes was netted down by $12.1$10.4 million of remaining debt issuance costs, resulting in a net convertible note payable of $687.9$689.6 million. The 2029 Notes will mature on June 1, 2029, unless earlier converted, redeemed or repurchased. As of DecemberJune 27, 2025,2026, the 2029 Notes were not convertible. Interest expense related to the 2029 Notes was $5.2 million and $15.6 million, respectively, for the three and nine months ended DecemberJune 27, 2025,2026, which includes nominal interest expense and the amortization of the debt issuance costs. For further discussion on the 2029 Notes, refer to Note 12, Notes Payable and Long-Term Debt within these condensed consolidated financial statements.

On April 30, 2024, wethe Company entered into a second amended and restated credit agreement with certain lenders to refinance our 2022 unsecuredits credit facilities initially entered into in 2022 and extendextended their maturity date through April 2029. The second amended and restated credit agreement provides for a $250.0 million senior unsecured term loan, the proceeds of which, along with $12.5 million of cash on hand, were used to retire the balance of the term loan under our 2022 unsecured credit facilities, and a $750.0 million senior unsecured revolving credit facility (together, the “2024 Revised Credit Facilities”). Loans under the 2024 Revised Credit Facilities bear interest at an annual rate equal to the Adjusted Term SOFR Rate (as specified in the second amended and restated credit agreement), which is subject to a floor of 0.0%,0%, plus an applicable rate ranging from 1.125% to 1.750% based on ourthe Company’s consolidated net leverage ratio (as specified in the second amended and restated credit agreement) at the applicable measurement date. The revolving credit facility carries an unused fee that ranges from 0.125% to 0.250% annually based on ourthe Company’s consolidated net leverage ratio at the applicable measurement date. The 2024 Revised Credit Facilities mature on April 30, 2029. The principal amount of the term loan under the 2024 Revised Credit Facilities amortizes quarterly through the maturity date at a rate of 2.5% for the first three years following the closing date, 5.0% for the fourth year following the closing date and 7.5% for the fifth year following the closing date, with the unpaid balance due at maturity. For further discussion on the 2029 Notes, refer to Note 12, Notes Payable and Long-Term Debt within these condensed consolidated financial statements.

As of December 27, 2025, $240.6 million was outstanding under the term loan with an effective interest rate of 5.8%. There were no outstanding borrowings under the revolving credit facilities as of December 27, 2025. We also had $18.2$17.5 million of uncommitted operating lines of credit to fund its global operations under which there were no outstanding borrowings as of DecemberJune 27, 2025.2026.

We have scheduled principal payments of $1.6$6.3 million required during the remainder of fiscal 20262027 related to itsour term loan.

In April 2025, our Board approved a new three-year share repurchase program authorizing the repurchase of up to $500.0 million of our common stock, based on market conditions, through April 2028. InDuring Septemberfiscal 2025,2026, wethe completedCompany arepurchased $75.0 million repurchase of our common stock pursuant to an ASR entered into with Citibank in August 2025. The total number of3,009,834 shares repurchasedfor under$175.0 the ASR was 1,430,579million at an average price per share upon final settlement of $52.43.$58.14. As of DecemberJune 27, 2025,2026, the total remaining authorization for repurchases of our common stock under the share repurchase program was $425.0$325.0 million.

In May 2025, our Board approved a new market and regional alignment initiative and delegated authority to management to determine the details of the specific actions that will comprise the initiative. This strategic initiative is designed to improve operational performance and reduce costs by directing our resources toward the markets and geographies that offer the greatest growth and portfolio advancement opportunities. During the three and nine months ended DecemberJune 27, 2025,2026, we incurred restructuring and restructuring related costs of $1.5$2.3 million and $4.9 million, respectively, under this initiative. Total cumulative charges under the market and regional alignment initiative are $5.5$7.9 million as of DecemberJune 27, 2025.2026. The amounts and timing of estimated costs and savings are subject to change until finalized. The actual amounts and timing may vary materially based on various factors.

Net cash provided by operating activities increased by $157.1$34.9 million during the ninethree months ended DecemberJune 27, 2025,2026, as compared with the same period of fiscal 2025.2026. Cash flows from operations for fiscal 20262027 period included net income of $117.5$33.0 million, adjusted for non-cash depreciation and amortization of $84.4$27.1 million,million and share-based compensation expense of $24.7 million, and impairment charges of $9.3 million, partially offset by cash outflows for working capital of $17.6$20.0 million driven by digital transformation costs. The fiscal 20252026 period included cash inflows fromfor net income of $109.7$34.0 million, adjusted for non-cash depreciation and amortization of $87.4$28.8 million andmillion, share-based compensation expense of $22.7$9.3 million and amortization of fair value inventory step up of $2.4 million, partially offset by cash outflows for non-cash adjustments related to a $12.6 million gain on the repurchase of convertible senior notes in the first quarter of fiscal 2025, a $14.6 million gain on the sale of property, plant and equipment, and unfavorable working capital adjustments of $141.7$55.5 million driven by increased outflows for inventory.million.

Net cash used in investing activities decreased by $87.0$10.8 million during the ninethree months ended DecemberJune 27, 2025,2026, as compared with the same period of fiscal 2025.2026. The fiscal 2027 period included cash outflows for capital expenditures of $7.9 million and non-cash transfers from inventory of $5.6 million. The fiscal 2026 period included cash outflows for strategic investments of $30.6 million, non-cash transfers from inventory of $42.6 million, and $15.1 million of capital expenditures. The fiscal 2025 period included cash outflows for the acquisition of Attune Medical of $150.9 million, capital expenditures of $23.6 million, other strategic investments of $13.5$18.1 million and non-cash transfers from inventory of $12.6 million, partially offset by proceeds from the sale of property, plant and equipment of $20.8$11.5 million.

Certain statements that we make from time to time, including statements contained in this Quarterly Report on Form 10-Q and incorporated by reference into this report, constitute “forward looking-statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements do not relate strictly to historical or current facts and reflect management’s assumptions, views, plans, objectives and projections about the future. Forward-looking statements may be identified by the use of words such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “foresees,” “potential” and other words of similar meaning in conjunction with, among other things: discussions of future operations; expected operating results and financial performance; our strategy for growth; product development, commercialization and anticipated performance and benefits; regulatory approvals; impacts of acquisitions or dispositions; impacts of share repurchases; and market position and expenditures.

•The potential that the expected strategic benefits and opportunities from completed or planned acquisitions, including our acquisitions of Vivasure, OpSens Inc. and Advanced Cooling Therapy, Inc., d/b/a Attune Medical and(“Attune Vivasure,Medical”), divestitures or other strategic investments by us may not be realized or may take longer to realize than expected;

•The impact of changes in U.S. and international tax laws, including with respect to the OBBBAlaws;

•Geopolitical and economic conditions in China, Taiwan, Russia, Ukraine, Iran and other parts of the Middle East and other foreign jurisdictions where we do business;

•The potential effect of foreign currency fluctuations and interest rate fluctuations on our net revenues,sales, expenses and resulting margins;

Investors should understand that it is not possible to predict or identify all such factors and should not consider the risks described above and in Item 1A. “Risk Factors” in our Annual Report on Form 10-K to be a complete statement of all potential risks and uncertainties. WeThe doCompany does not undertake to publicly update any forward-looking statement that may be made from time to time, whether as a result of new information or future events or developments.