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

Our customers include pharmaceutical and biotechnology companies, laboratories, academic and research institutions, public health authorities, private healthcare organizations, doctors and government agencies. Our quarterly revenue and results of operations are highly dependent on the volume and timing of orders received during the quarter. In addition, our revenues and earnings forecasts for future quarters are often based on the expected trends in our markets. However, the markets we serve do not always experience the trends that we may expect. Negative fluctuations in our customers’ markets, the inability of our customers to secure credit or funding, restrictions in capital expenditures, general economic conditions, cuts in government funding, deficit reduction efforts or other actions that reduce or freeze the availability of government funding for healthcare and research or unfavorable changes in government regulations would likely result in a reduction in demand for our products and services and additional pricing pressures, as well as create potential collection risk associated with those sales. In addition, government funding is subject to economic conditions and the political process, which is inherently fluid and unpredictable. Recently announced and proposed changes in U.S. funding and regulations have created a more cautious spending environment for our customers and could cause them to become more conservative with both instrumentation and consumable purchases due to funding and regulatory uncertainty. Our revenues may be adversely affected if our customers delay or reduce purchases as a result of uncertainties surrounding the approval of government or industrial funding proposals or reductions in government funding. Such declines could harm our consolidated financial position, results of operations, cash flows and trading price of our common stock, and could limit our ability to sustain profitability.

Our business is affected by global economic and political conditions as well as the state of the financial markets, particularly as the United States and other countries balance concerns around debt, inflation, trade protectionism, growth and budget allocations in their policy initiatives. There can be no assurance that global economic conditions and financial markets will not worsen and that we will not experience any adverse effects that may be material to our consolidated cash flows, results of operations, financial position or our ability to access capital, such as the adverse effects resulting from a prolonged shutdown in government operations both in the United States and internationally. Our business is also affected by local economic environments, including inflation, recession, financial liquidity, interest rates and currency volatility or devaluation. Environmental events and political changes, including trade barriers and tariffs, such as the recent tariffs announced or imposed on U.S. trading partners and retaliatory measures threatened or imposed in response, and war or other conflicts, such as the current conflictsconflict in Ukraine and the Middle East,Ukraine, some of which may be disruptive, could interfere with our supply chain, our customers and all of our activities in a particular location.

•changes in trade policy applicable to the regions in which we do business, including changes in U.S. trade policies or the imposition of higher tariffs on products being shipped into and from the U.S.,

•differing tax laws and changes in those laws (including the enactment by countries of the Organization for Economic Cooperation and Development (OECD) Base Erosion and Profit Shifting Pillar Two, which would impose a minimum corporate income tax rate of at least 15%15%, subject to certain safe harbors), or changes in the countries in which we are subject to taxation,

The production of our products requires a wide variety of raw materials, key components and other goods that are generally available from alternate sources of supply. However, certain critical raw materials, key components and other goods required for the production and sale of some of our principal products are available from limited or single sources of supply. We generally have multi-year contracts with no minimum purchase requirements with these suppliers, but those contracts may not fully protect us from a failure by certain suppliers to supply critical materials or from the delays inherent in being required to change suppliers and, in some cases, validate new raw materials. Such raw materials, key components and other goods can usually be obtained from alternative sources with the potential for an increase in price, decline in quality or delay in delivery. A prolonged inability to obtain certain raw materials, key components or other goods is possible and could have an adverse effect on our business operations, and could damage our relationships with customers. In addition, global health crises or pandemics, changesactual inor tradethreatened policy,tariffs, wars, conflicts, or other changes in a country’s or region’s political or economic conditions, could have a significant adverse effect on our supply chain.

Adverse changes in our business, adverse changes in the key valuation assumptions used to determine the fair value of our reporting units, or the failure to grow our Life Sciences and Diagnostics segmentssegments, maycould result in an impairment of our intangible assets, which could adversely affect our results of operations.

The healthcare industry, including the genetic screening market, is subject to extensive and frequently changing international and United States federal, state and local laws and regulations. In addition, legislative provisions relating to healthcare fraud and abuse, patient privacy violations and misconduct involving government insurance programs provide federal enforcement personnel with substantial powers and remedies to pursue suspected violations. WeIncreasing believeuncertainty thatin the United States regarding regulation in the healthcare space could subject our business will continue to benew subjector tomodified increasing regulation as the federal government continues to strengthen its position on healthcare matters, the scope and effect of which we cannot predict.regulations. If we fail to comply with applicable laws and regulations, we could suffer civil and criminal damages, fines and penalties, exclusion from participation in governmental healthcare programs, and the loss of various licenses, certificates and authorizations necessary to operate our business, as well as incur liabilities from third-party claims, all of which could have a significant adverse effect on our business.

•trade protection measures including embargoes, sanctions and tariffs, suchas well as the sanctions and other restrictions implemented by the United States and other governments on the Russian Federation and related parties in connection with the conflict in Ukraine,

Any future indebtedness that we incur may include similar or more restrictive covenants. Our failure to comply with any of the restrictions in our new senior unsecured revolving credit facility,facility that we entered into in January 2025, the 2026 Notes, the 2028 Notes, the 2029 Notes, the March 2031 Notes, the September 2031 Notes,Notes and the 2051 Notes, including our new senior unsecured revolving credit facility that was entered into in January 2025, or any future indebtedness may result in an event of default under those debt instruments, which could permit acceleration of the debt under those debt instruments, and require us to prepay that debt before its scheduled due date under certain circumstances.

•changes to economic conditions arising from global health crises and pandemics, climate change, trade policy or from wars or conflicts.

Our fiscal year ends on the Sunday nearest December 31. We report fiscal years under a 52/53-week format and as a result, certain fiscal years will contain 53 weeks. Each of the fiscal years ended December 28, 2025 (“fiscal year 2025”), December 29, 2024 (“fiscal year 2024”), and December 31, 2023 (“fiscal year 2023”) and January 1, 2023 (“fiscal year 2022”) included 52 weeks. The fiscal year ending DecemberJanuary 28,3, 20252027 (“fiscal year 20252026”) will include 5253 weeks.

During fiscal year 2024, we again delivered differentiated financial performance despite market headwinds, demonstrating the strength of our product portfolio and innovation. Our overall revenue in fiscal year 20242025 increased by $4.5$101.1 million, or less than 1%,4%, as compared to fiscal year 2023,2024, reflecting an increase of $42.7$68.5 million, or 3%,5%, in Diagnostics segment revenue and aan decreaseincrease of $38.2$32.5 million, or 3%,2%, in Life Sciences segment revenue. The increase in our Diagnostics segment revenue was primarily driven by increasedboth demandour Immunodiagnostics and Reproductive Health businesses. The increase in our immunodiagnostics and reproductive health businesses, partially offset by a decrease in revenue from our applied genomics business. The decrease in Life Sciences segment revenue was driven by aour decreaseSoftware in instruments and reagents revenue due to pharmaceutical and biotechnology market headwinds, partially offset by an increase in software revenue from the timing of contract renewals and new orders.business.

Our consolidated gross margin decreased 16104 basis points in fiscal year 2024,2025, as compared to fiscal year 2023,2024, primarily due to anincreased tariffs, unfavorable shiftchanges in foreign exchange rates, and product mix and higher product costs,shift, partially offset by pricingthe actionscompletion andof productivityproduct initiatives.rebranding efforts in fiscal year 2024. Our consolidated operating margin increaseddecreased 16610 basis points in fiscal year 2024,2025, as compared to fiscal year 2023,2024, due to gross margin headwinds, as discussed above, partially offset by productivity initiatives and cost containment.containment initiatives.

Revenue for fiscal year 20242025 was $2,755.0$2,856.1 million, as compared to $2,750.6$2,755.0 million for fiscal year 2023,2024, an increase of $4.5$101.1 million, or less4%, thanwhich 1%.includes an approximate 1% increase in revenue attributable to favorable changes in foreign exchange rates. The analysis in the remainder of this paragraph compares segment revenue for fiscal year 20242025 as compared to fiscal year 20232024 and includes the effect of foreign exchange rate fluctuations. Life Sciences segment revenue was $1,254.1$1,431.1 million for fiscal year 2025, as compared to $1,398.6 million for fiscal year 2024, asan compared to $1,292.3 million for fiscal year 2023, a decreaseincrease of $38.2$32.5 million, or 3%,2%, driven by an increase of $35.6 million in Software revenue, partially offset by a decrease of $47.2$3.1 million in instrumentsLife revenueSciences and a decrease of $13.5 million in reagents revenue, partially offset by an increase of $22.5 million in softwareSolutions revenue. Diagnostics segment revenue for fiscal year 20242025 was $1,500.9$1,424.9 million, as compared to $1,458.2$1,356.4 million for fiscal year 2023,2024, an increase of $42.7$68.5 million, or 3%,5%, due to an increase of $43.7$41.3 million in immunodiagnosticsImmunodiagnostics revenue and an increase of $22.6$27.2 million in reproductiveReproductive health revenue, partially offset by a decrease of $23.7 million in applied genomicsHealth revenue. As a result of adjustments to deferred revenue related to certain acquisitions required by business combination accounting rules, we did not recognize $0.8 million of revenue for each of the fiscal years 2024 and 2023 that otherwise would have been recorded by the acquired businesses during each of the respective periods.

Cost of revenue for fiscal year 20242025 was $1,217.4$1,291.7 million, as compared to $1,210.9$1,217.4 million for fiscal year 2023,2024, an increase of approximately $6.5$74.3 million, or 1%.6%. As a percentage of revenue, cost of revenue increased to 45.2% in fiscal year 2025 from 44.2% in fiscal year 2024 from 44.0% in fiscal year 2023,2024, resulting in a decrease in gross margin of approximately 16104 basis points to 54.8% in fiscal year 2025 from 55.8% in fiscal year 20242024, fromprimarily 56.0%due to increased tariffs, unfavorable changes in foreign exchange rates and product mix shift, partially offset by the completion of product rebranding efforts in fiscal year 2023 due to an unfavorable shift in product mix and higher product costs, partially offset by pricing actions and productivity initiatives.2024. Rebranding costs were $6.2 million for fiscal year 2024. Stock compensation expense related to awards given to BioLegend employees post-acquisition added an incremental expense of $0.6 million for fiscal year 2024, as compared to $2.8 million for fiscal year 2023.2024. Amortization of intangible assets was $141.1 million for fiscal year 2025, as compared to $144.4 million for fiscal year 2024, as compared to $147.6 million for fiscal year 2023.2024.

Research and development expenses for fiscal year 20242025 were $196.8$215.8 million, as compared to $216.6$196.8 million for fiscal year 2023,2024, aan decreaseincrease of $19.7$19.0 million, or 9%.10%. As a percentage of revenue, research and development expenses decreasedincreased to 7.6% in fiscal year 2025 from 7.1% in fiscal year 2024 from 7.9% in fiscal year 2023.2024. The decreaseincrease in research and development expenses was primarily driven by productivityunfavorable initiativeschanges in foreign exchange rates and costour containment, as well as a decreaseinvestments in stocknew product development. Stock compensation expense related to awards given to BioLegend employees post-acquisition,post-acquisition which added an incremental expense ofwas $2.2 million in fiscal year 2024, as compared to $4.3 million for fiscal year 2023.2024.

The variation in our effective tax rate from the statutory tax rate for fiscal year 2024 was primarily the result of general business tax credits of $17.6 million, a prior year true-up related to the tax on foreign earnings of approximately $9.4 million, and favorability in our U.S. taxation of multinational operations of $28.9 million, which were partially offset by an increase in valuation allowance of $29.8 million. The variation in our effective tax rate from the statutory tax rate for fiscal year 2023 was primarily the result of a favorable ruling from a foreign tax authority of approximately $15.2 million, a prior year true-up related to the tax on foreign earnings of approximately $7.0 million, and a benefit for the state tax rate change on deferred taxes of $12.8 million, which were partially offset by an increase in tax reserves of approximately $33.2 million in respect of unfavorable developments with respect to an uncertain tax position with a foreign tax authority that was partially related to continuing operations.

Revenue for fiscal year 20242025 was $1,254.1$1,431.1 million, as compared to $1,292.3$1,398.6 million for fiscal year 2023,2024, aan decreaseincrease of $38.2$32.5 million, or 3%.2%, which includes an approximate 1% increase in revenue attributable to favorable changes in foreign exchange rates. The decreaseincrease in our Life Sciences segment revenue was driven by aan decreaseincrease of $47.2$35.6 million in instruments revenue and a decrease of $13.5 million in reagentsSoftware revenue, partially offset by ana increasedecrease of $22.5$3.1 million in softwareLife Sciences Solutions revenue.

Segment operating income for fiscal year 20242025 was $448.0$458.3 million, as compared to $489.3$467.3 million for fiscal year 2023,2024, a decrease of $41.3$9.0 million, or 8%.2%. Segment operating margin decreased 214139 basis points to 32.0% in fiscal year 2025, as compared to 33.4% in fiscal year 2024, as compared to fiscal year 2023, primarily due to lowerunfavorable changes in volume leverage and continuedforeign exchange rates, product mix shifts and investments in new product development,development and digital capabilities and growth initiatives, partially offset by pricing actions and productivity initiatives.capabilities.

Revenue for fiscal year 20242025 was $1,500.9$1,424.9 million, as compared to $1,458.2$1,356.4 million for fiscal year 2023,2024, an increase of $42.7$68.5 million, or 3%,5%, which includes an approximate 1% decreaseincrease in revenue attributable to unfavorablefavorable changes in foreign exchange rates. The increase in our Diagnostics segment revenue during fiscal year 20242025 was due to an increase of $43.7$41.3 million in immunodiagnostics revenue and an increase of $22.6$27.2 million in reproductive health revenue, partially offset by a decrease of $23.7 million in applied genomics revenue.

Segment operating income for fiscal year 20242025 was $372.4$344.2 million, as compared to $320.1$353.9 million for fiscal year 2023,2024, ana increasedecrease of $52.3$9.8 million, or 16%.3%. Segment operating margin increaseddecreased 286194 basis points to 24.2% in fiscal year 2025, as compared to 26.1% in fiscal year 2024, as compared to fiscal year 2023, primarily due to higherincreased volume,tariffs, productivityunfavorable initiatives,changes in foreign exchange rates, and costproduct containment.mix shift due to China diagnostic testing policy changes.

We require cash to pay our operating expenses, make capital expenditures, make strategic acquisitions, service our debt and other long-term liabilities, repurchase shares of our common stock and pay dividends on our common stock. Our principal sources of funds are our internal operations, borrowing capacity available under our senior unsecured revolving credit facility and access to debt markets. We anticipate that our internal operations will generate sufficient cash to fund our operating expenses, capital expenditures, acquisitions, interest payments on our debt and dividends on our common stock, for the foreseeable future, including at least the next 12 months. The sale of the Business generated approximately $2.27 billion in cash proceeds. We expect to continue to use these proceeds for a combination of debt retirement, opportunistic share repurchases and continued strategic and value creating acquisitions.

Operating Activities. Net cash provided by continuing operations was $589.0 million for fiscal year 2025, as compared to $665.0 million for fiscal year 2024, asa compareddecrease toof $279.4$76.0 millionmillion. The cash provided by operating activities for fiscal year 2023,2025 anwas increaseprincipally a result of $385.6income from continuing operations of $239.9 million, adjustments for non-cash charges aggregating to $445.9 million, including depreciation and amortization of $405.3 million, and a net cash decrease from changes in working capital of $96.8 million, primarily due to highertiming incomeof fromcollections continuingin operations and less cash used to fund working capitalChina during fiscal year 2024 as compared to fiscal year 2023.2025. The cash provided by operating activities for fiscal year 2024 was principally a result of income from continuing operations of $283.1 million, adjustments for non-cash charges aggregating to $400.2 million, including depreciation and amortization of $427.8 million, and a net cash decrease from changes in working capital of $18.3 million. The cash provided by operating activities for fiscal year 2023 was principally a result of income from continuing operations of $179.5 million, adjustments for non-cash charges aggregating to $491.2 million, including depreciation and amortization of $431.8 million, and a net cash decrease in working capital of $391.3 million. Contingent consideration payments of $6.1 million during fiscal year 2024 as compared to $0.6 million during fiscal year 2023 were included in cash flows from operating activities.

Investing Activities. Net cash providedused byin the investing activities of our continuing operations was $73.6 million for fiscal year 2025, as compared to net cash provided by investing activities of $619.3 million for fiscal year 2024, asa compareddecrease of $692.9 million primarily due to a $761.2 million net cash usage for fiscal year 2023, an increase of $1,380.5 million. During fiscal year 2024,the proceeds from the maturity of U.S. treasury securities wereof $710.0 million and proceeds from investments and notes receivables were $2.5 million. The cash provided by investing activities during fiscal year 20242024. wasDuring partiallythe offsetfiscal byyear 2025, net cash used for capital expenditures ofwas $86.6$73.5 million, as compared to $81.4$86.6 million for fiscal year 2023.2024. During fiscal year 2024,2025, purchases of investments and notes receivables were $6.6$0.4 million, as compared to $6.3$6.6 million for fiscal year 2023. During fiscal year 2023, purchases of investments in U.S. treasury securities amounted to $1.2 billion, and net cash used for acquisitions was $2.1 million, which were partially offset by proceeds from maturity of U.S. treasury securities totaling $550.0 million.2024.

Financing Activities. Net cash used in financing activities was $857.5 million for fiscal year 2025, as compared to $1,128.2 million for fiscal year 2024, asa compared to $947.1 million for fiscal year 2023, an increasedecrease of $181.1$270.7 million. During fiscal year 2024, we made net payments of $723.1 million on debts, as compared to $517.5 million during fiscal year 2023. During fiscal year 2024,2025, we repurchased shares of our common stock for a total cost of $369.6$820.8 million, as compared to $388.9$369.6 million in fiscal year 2023.2024. We paid $34.5$32.8 million in dividends for fiscal year 2024,2025, as compared to $35.0$34.5 million in fiscal year 2023.2024. During fiscal year 2025, we made net payments of $3.0 million on debts, as compared to $723.1 million during fiscal year 2024. We paid $8.8$3.8 million for acquisition-related contingent consideration during fiscal year 2024,2025, as compared to $10.1$8.8 million in the priorfiscal year period.2024. The cash used in financing activities during fiscal year 20242025 was partially offset by proceeds from the issuance of common stock under our stock plans of $7.7$2.9 million during fiscal year 2024,2025, as compared to $4.3$7.7 million in fiscal year 2023.2024.

During fiscal year 2024, we paid in full $711.5 million of outstanding 0.850% Senior Unsecured Notes that became due in September 2024 (the “2024 Notes”). During fiscal year 2024, we received proceeds of $710.0 million upon the maturity of all our outstanding U.S. Treasury securities and utilized those proceeds to partially repay the outstanding 2024 Notes. In addition, on January 7, 2025, our prior senior unsecured revolving credit facility was cancelled and replaced with a new senior unsecured revolving credit facility with a five-year term and a borrowing capacity of $1.5 billion available through January 7, 2030. See Note 12, Debt, in the Notes to Consolidated Financial Statements for a detailed discussion of our borrowing arrangements.

On AprilOctober 27,24, 2023,2024, our Board authorized us to repurchase shares of common stock for an aggregate amount up to $600.0$1.0 millionbillion under a stock repurchase program (the “Repurchase Program”). On October 24,23, 2024,2025, the Repurchase Program was terminated by our Board and our Board authorized us to repurchase shares of common stock for an aggregate amount up to $1.0 billion under a new stock repurchase program (the “New Repurchase Program”). No shares remain available for repurchase under the Repurchase Program due to its termination. The New Repurchase Program will expire on October 23,22, 2026,2027 unless terminated earlier by our Board and may be suspended or discontinued at any time. During fiscal year 2024,2025, we repurchased 1,820,2967,264,299 shares of common stock under the Repurchase Program for an aggregate cost of $213.6$695.4 million. During fiscal year 2024,2025, we repurchased 1,238,7551,245,232 shares of common stock under the New Repurchase Program for an aggregate cost of $142.8$120.5 million. As of December 29,28, 2024,2025, $857.2$879.5 million remained available for aggregate repurchases of shares under the New Repurchase Program. If we continue to repurchase shares, the New Repurchase Program will be funded using our existing financial resources, including cash and cash equivalents, and our existing senior unsecured revolving credit facility.

See Note 1, Nature of Operations and Accounting Policies, in the Notes to Consolidated Financial Statements for a summary of recently issued accounting pronouncements. We adopted Accounting Standards Update 2023-07,2023-09, SegmentIncome ReportingTaxes (Topic 280740): Improvements to ReportableIncome SegmentTax Disclosures (“ASU 2023-072023-09”) during fiscal year 20242025 and have includedapplied the additionalguidance disclosureson relateda toprospective thebasis, reportableas segmentsdisclosed in Note 21,6, IndustryIncome Segment and Geographic Area Information,Taxes, in the Notes to Consolidated Financial Statements. The adoption did not have a material impact on the financial statements. We are in the process of determining the impact of the recently issued accounting pronouncements that have not yet been adopted in our consolidated financial statements.

The goodwill impairment test consists of the comparison of the fair value to the carrying value of the reporting unit to determine if the carrying value exceeds the fair value. If the carrying value of the reporting unit exceeds its fair value, an impairment loss in an amount equal to that excess is recognized up to the amount of goodwill. During the fourth quarter of fiscal year 2024, we voluntarily changed ourOur annual goodwill impairment testing date from the later of January 1 or the first day of each fiscal year tois the later of November 1 or the first day of our eleventh fiscal month of each fiscal year. We changed the measurement date to more closely align the annual impairment testing date with the most current information from the budgeting and strategic planning process. We believe the change in goodwill impairment testing date does not represent a material change to our method of applying the accounting principle in light of our internal controls and requirements to assess goodwill impairment upon certain triggering events. This change was applied prospectively and therefore, we performed our annual impairment testing for our reporting units for fiscal year 2024 as of January 1, 2024 and November 1, 2024. We have identified six reporting units and consistently employ the income approach to estimate the current fair value when testing for impairment of goodwill. We corroborate the income approach with a market approach.

As of the November 1,3, 20242025 impairment testing, the fair value of each of our reporting units substantially exceeded the respective carrying value of each reporting unit with the exception of the Life Sciences Solutions reporting unit. The Life Sciences Solutions reporting unit, which had a goodwill balance of $4,332.5$4.5 millionbillion at December 29,28, 2024,2025, had a fair value that exceeded its carrying value by more than 10% but less than 20% as of the November 1,3, 20242025 impairment testing date. While we believe that our estimates used in measuring fair value are reasonable, if actual results differ from the estimates and judgments used, including estimates of future revenue growth and volatilityselection inof discount rate, impairment charges may be incurred in the future.

Additionally, if we are unable to execute on divestitures we have undertaken, such as our recentlyrecent announcedentry decisioninto a definitive agreement to divest our Immunodiagnostics business in China, we may be unable to achieve our strategic objectives, could incur unexpected transaction costs and may disrupt our ongoing business operations.

We ship a significant portion of our products to our customers through independent package delivery and import/export companies, including UPS and Federal Express in the United States;States, TNT,and UPSUPS, Federal Express and DHL in Europe; and UPS in Asia. We also ship our products through other carriers, including commercial airlines, freight carriers, national trucking firms, overnight carrier services and the United States Postal Service. If one or more of the package delivery or import/export providers experiences a significant disruption in services or institutes a significant price increase, we may have to seek alternative providers and the delivery of our products could be prevented or delayed. Such events could cause us to incur increased shipping costs that could not be passed on to our customers, negatively impacting our profitability and our relationships with certain of our customers.

As of AprilJuly 5, 2026, our total assets included $8.9$8.8 billion of net intangible assets. Net intangible assets consist principally of goodwill associated with acquisitions and costs associated with securing patent rights, trademark rights, customer relationships, core technology and technology licenses, net of accumulated amortization. We test goodwill at least annually for potential impairment by comparing the carrying value to the fair value of the reporting unit to which it is assigned. All of our amortizing intangible assets are also evaluated for impairment should events occur that call into question the value of the intangible assets.

We cannot predict the scope, timing, or impact of threatened U.S. tariffs on imports, the extent to which other countries may impose retaliatory trade restrictions, or the terms of future trade policy changes. Tariffs implemented during fiscal year 2025 increased our cost of revenue by approximately $25 million and reduced our gross margin by approximately $20 million, primarily affecting products manufactured in Europe for the U.S. market. While we have implemented mitigation strategies including manufacturing optimization, supplier collaboration, pricing adjustments, and temporary cost measures, these actions may not fully offset the impact of existing or future tariffs. Additional tariffs or trade restrictions may materially and adversely affect our results of operations, financial condition, and competitive position.

Our senior unsecured revolving credit facility, senior unsecured notes due in 2026 (“2026 Notes”), senior unsecured notes due in 2028 (“2028 Notes”), senior unsecured notes due in 2029 (“2029 Notes”), senior unsecured notes due in March 2031 (“March 2031 Notes”), senior unsecured notes due in September 2031 (“September 2031 Notes”) and senior unsecured notes due in 2051 (“2051 Notes”) include restrictive covenants that limit our ability to engage in activities that could otherwise benefit our company. These include restrictions on our ability and the ability of our subsidiaries to:

Any future indebtedness that we incur may include similar or more restrictive covenants. Our failure to comply with any of the restrictions in our new senior unsecured revolving credit facility that we entered into in January 2025, the 2026 Notes, the 2028 Notes, the 2029 Notes, the March 2031 Notes, the September 2031 Notes and the 2051 Notes, or any future indebtedness may result in an event of default under those debt instruments, which could permit acceleration of the debt under those debt instruments, and require us to prepay that debt before its scheduled due date under certain circumstances.

On JanuaryApril 26,30, 2026, we announced that our Board of Directors (our “Board”) had declared a quarterly dividend of $0.07 per share for the firstsecond quarter of fiscal year 2026 that was paid in MayAugust 2026. On AprilJuly 30,31, 2026, we announced that our Board had declared a quarterly dividend of $0.07 per share for the secondthird quarter of fiscal year 2026 that will be payable in AugustNovember 2026. In the future, our Board may determine to reduce or eliminate our common stock dividend in order to fund investments for growth, repurchase shares or conserve capital resources.

•Diagnostics. Develops diagnostics, tools and applications focused on clinically-oriented customers, especially within the areas of reproductive healthhealth, immunodiagnostics and emerging market diagnostics.

Overview of the FirstSecond Quarter of Fiscal Year 2026

Our overall revenue in the firstsecond quarter of fiscal year 2026 was $711.1$729.7 million which increased by $46.4$9.4 million, or 7%,1%, as compared to the firstsecond quarter of fiscal year 2025, reflecting an increase of $24.9$16.6 million, or 8%,5%, in our Diagnostics segment revenue, and ana increasedecrease of $21.4$7.2 million, or 6%,2%, in our Life Sciences segment revenue. The increase in our Diagnostics segment revenue for the firstsecond quarter of fiscal year 2026 was driven by both our Reproductive Health business and favorable changes in foreign exchange rates. The increasedecrease in our Life Sciences segment revenue for the firstsecond quarter of fiscal year 2026 was driven by botha decline in revenue in our Life Sciences Solutions and Software businesses and the extra fiscal week.business.

Our consolidated gross margins decreasedincreased 200260 basis points from 56.5%54.5% to 54.5%57.1% in the firstsecond quarter of fiscal year 2026, as compared to the firstsecond quarter of fiscal year 2025, primarily due to tariff refunds and product mix shift, changes in foreign exchange rates, increased tariffs and impact of the extra fiscal week.shift. Our consolidated operating margins decreased from 10.9%12.6% to 10.7%12.2% in the firstsecond quarter of fiscal year 2026, as compared to the firstsecond quarter of fiscal year 2025, primarily due to grossrestructuring margin headwindscharges and impactdigital of the extra fiscal week, partially offset by productivity and cost containment initiatives.investments.

The preparation of condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expensesexpenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to accounting for business combinations, divestitures, long-lived assets, including goodwill and other intangible assets, and employee compensation and benefits. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Critical accounting policies are those policies that affect our more significant judgments and estimates used in the preparation of our condensed consolidated financial statements. We believe our critical accounting policies include policies regarding business combinations, divestitures, valuation of long-lived assets, including goodwill and otherincome intangibles and employee compensation and benefits.taxes.

For a more detailed discussion of our critical accounting policies and estimates, refer to the Notes to our audited consolidated financial statements and Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the fiscal year ended December 28, 2025 (our “2025 Form 10-K”), as filed with the Securities and Exchange Commission. There have been no significant changes in our critical accounting policies and estimates during the threesix months ended AprilJuly 5, 2026.

Revenue for the three months ended AprilJuly 5, 2026 was $711.1$729.7 million, as compared to $664.8$720.3 million for the three months ended MarchJune 30,29, 2025, an increase of $46.4$9.4 million, or 7%, which includes a 3% increase in revenue attributable to favorable changes in foreign exchange rates and a 1% increase in revenue attributable to acquisitions.1%. The analysis in the remainder of this paragraph compares segment revenue and includes the effect of foreign exchange rate fluctuations. Life Sciences segment revenue was $361.8$358.7 million for the three months ended AprilJuly 5, 2026, as compared to $340.4$365.9 million for the three months ended MarchJune 30,29, 2025, ana increasedecrease of $21.4$7.2 million, or 6%,2%, driven by a decrease of $10.2 million in Software revenue, partially offset by an increase of $13.5$3.0 million in Life Sciences Solutions revenue and an increase of $7.9 million in Software revenue and the extra fiscal week.revenue. Diagnostics segment revenue was $349.3$371.0 million for the three months ended AprilJuly 5, 2026, as compared to $324.4$354.4 million for the three months ended MarchJune 30,29, 2025, an increase of $24.9$16.6 million, or 8%,5%, due to an increase of $20.6$20.7 million in Reproductive Health revenuerevenue, andpartially anoffset increaseby a decrease of $4.3$4.1 million in Immunodiagnostics revenue.

Cost of revenue for the three months ended AprilJuly 5, 2026 was $323.5$312.8 million, as compared to $289.2$327.7 million for the three months ended MarchJune 30,29, 2025, ana increasedecrease of $34.2$14.9 million, or 12%.5%. As a percentage of revenue, cost of revenue increaseddecreased to 42.9% for the three months ended July 5, 2026, from 45.5% for the three months ended AprilJune 5,29, 2026,2025, fromresulting 43.5%in an increase in gross margin of 260 basis points to 57.1% for the three months ended MarchJuly 30,5, 2025,2026, resulting in a decrease in gross margin of 200 basis points tofrom 54.5% for the three months ended AprilJune 5, 2026, from 56.5% for the three months ended March 30,29, 2025, primarily due to tariff refunds and product mix shift, changes in foreign exchange rates, increased tariffs and impact of the extra fiscal week.shift. Amortization of intangible assets was $35.0$34.8 million for the three months ended AprilJuly 5, 2026, as compared to $34.4$36.5 million for the three months ended MarchJune 30,29, 2025.

Tariffs enacted and currently in effect increased our cost of revenue by approximately $8 million for the three months ended April 5, 2026. Through proactive mitigation efforts, the net impact on gross margin was approximately $6 million for the three months ended April 5, 2026. On February 20, 2026, the United States Supreme Court ruled that the International Emergency Economic Powers Act (“IEEPA”) does not authorize the imposition of tariffs. In MarchApril 2026, the U.S. Court of International Trade ordered U.S. Customs and Border Protection (CBP) announced a new administrative process for importers to finalizeutilize orin reviseseeking certainto importobtain dutyrefunds. determinations excluding IEEPA duties. The court then suspendedThrough the orderestablished toCBP refund process, the extentCompany itapplied requiredfor immediate$20.2 actionmillion whileof CBPrefunds implementedand anreceived administrative$16.2 refundmillion process.through WhileJuly we5, intend2026. to seek refunds, theThe timing and amount of additional recoveries remain uncertain and will depend on the scope and timing of court or administrative developments and completion of applicable administrative steps. Accordingly, refunds have been recorded in income upon receipt of payment, and no refund receivable has been recorded as of AprilJuly 5, 2026. As a result, $16.2 million of refunds were recorded in cost of revenue for the three months ended July 5, 2026.

Selling, general and administrative expenses for the three months ended AprilJuly 5, 2026 were $253.9$278.6 million, as compared to $249.7$248.5 million for the three months ended MarchJune 30,29, 2025, an increase of $4.2$30.1 million, or 2%.12%. As a percentage of revenue, selling, general and administrative expenses decreasedincreased and were 35.7%38.2% for the three months ended AprilJuly 5, 2026, as compared to 37.6%34.5% for the three months ended MarchJune 30,29, 2025. Amortization of intangible assets increased and was $50.1 million for the three months ended AprilJuly 5, 2026, as compared to $48.3$48.8 million for the three months ended MarchJune 30,29, 2025. Restructuring and other costs increased and waswere $10.7$35.5 million for the three months ended AprilJuly 5, 2026, as compared to $3.2$11.2 million for the three months ended MarchJune 30,29, 2025. Restructuring and other costs in the firstsecond quarter of fiscal year 2026 primarily consisted of charges associated with workforce reductions and facility consolidations in an effort to streamline operations, other exit costs, abandonments or associated asset write-downs, costs of terminating certain lease agreements or contracts, as well as costs associated with relocating facilities. In the firstsecond quarter of fiscal year 2026, severance actions associated with facility consolidations and cost reduction measures affected approximately 2%3% of our workforce. TransformationThe costsabove increases were $0.8partially offset by a decrease in purchase accounting adjustments, which were $1.7 million for the three months ended April 5, 2026. Purchase accounting adjustments decreased expenses by $0.1 million for the three months ended AprilJuly 5, 2026, whichand primarily consisted of a change in contingent consideration, as compared to $0.4$2.0 million for the three months ended MarchJune 30,29, 2025. Costs for significant environmental matters decreased expenses by $1.2 million for the three months ended March 30, 2025. The above increases were also partially offset by a decrease in significant litigation matters and settlements, which was $0.1 million for the three months ended April 5, 2026, as compared to $10.6 million for the three months ended March 30, 2025. Disposition of businesses and assets, net decreased expenses by $5.1 million for the three months ended April 5, 2026. Acquisition and divestiture-related expenses, which primarily consisted of legal and integration costs, decreasedwere and was $0.3$0.1 million for the three months ended AprilJuly 5, 2026, as compared to $2.5$1.2 million for the three months ended MarchJune 30,29, 2025. Significant litigation matters and settlements decreased, and were $0.1 million for the three months ended July 5, 2026, as compared to $1.1 million for the three months ended June 29, 2025. Transformation costs were a net credit of $0.7 million for the three months ended July 5, 2026. Excluding the items noted above, selling, general and administrative expenses increased labor costs due to thedigital extra fiscal week in the current quarter as compared to the same period in the prior yearinvestments and employee incentive compensation.

Research and development expenses for the three months ended AprilJuly 5, 2026 were $57.9$49.0 million, as compared to $53.6$53.3 million for the three months ended MarchJune 30,29, 2025, ana increasedecrease of $4.3 million, or 8%. As a percentage of revenue, research and development expenses decreased and were flat at 8.1%6.7% for both the three months ended AprilJuly 5, 20262026, andas compared to 7.4% for the three months ended MarchJune 30,29, 2025. The increasedecrease in research and development expenses was primarily driven by ourcost investmentscontainment in new product development and increased labor costs due to the extra fiscal week.initiatives.

The decrease in interest income for the three months ended AprilJuly 5, 2026 as compared to the three months ended MarchJune 30,29, 2025 was primarily due to a decreasedecreases in marketableinterest securitiesrates and short-termlower investments.cash balances. Interest expense was higher for the three months ended AprilJuly 5, 2026 remained flat as compared to the same period in the prior year primarily due to the extra fiscal week in the current quarter, which resulted in one additional week of accrued interest as compared to the quarter ended March 30, 2025.year.

The provision for income taxes from continuing operations was $9.1$10.1 million for the three months ended AprilJuly 5, 2026, as compared to $10.7$13.4 million for the three months ended MarchJune 30,29, 2025. The provision for income taxes from continuing operations was $19.1 million for the six months ended July 5, 2026, as compared to $24.1 million for the six months ended June 29, 2025.

The effective tax rate from continuing operations was 18.2%15.8% and 16.9% for the three and six months ended AprilJuly 5, 2026, as compared to 20.5%19.6% and 19.9% for the three and six months ended MarchJune 30,29, 2025. The effective tax rate for the three and six months ended AprilJuly 5, 2026 was lower as compared to the three and six months ended June 29, 2025 primarily due to net favorable impacts ofrelated priorto yearstate true-upsdeferred recordedtax remeasurements in fiscal year 2026 in foreign locations of $1.0$2.4 million as compared to fiscal year 2025.million. We expect that the effective tax rate on continuing operations, before discrete items, will be approximately 20% during fiscal year 2026.

Revenue for the three months ended AprilJuly 5, 2026 was $361.8$358.7 million, as compared to $340.4$365.9 million for the three months ended MarchJune 30,29, 2025, ana increasedecrease of $21.4$7.2 million, or 6%, which includes a 2% increase in revenue attributable to acquisitions and divestitures and a 2% increase in revenue attributable to favorable changes in foreign exchange rates.2%. The increasedecrease in our Life Sciences segment revenue during the three months ended AprilJuly 5, 2026 was driven by a decrease of $10.2 million in Software revenue, partially offset by an increase of $13.5$3.0 million in Life Sciences Solutions revenue and an increase of $7.9 million in Software revenue and the extra fiscal week.revenue.

Segment operating incomeRevenue for the threesix months ended AprilJuly 5, 2026 was $104.0$720.5 million, as compared to $105.7$706.3 million for the threesix months ended MarchJune 30,29, 2025, an increase of $14.3 million, or 2%. The increase in our Life Sciences segment revenue during the six months ended July 5, 2026 was driven by an increase of $16.5 million in Life Sciences Solutions revenue, partially offset by a decrease of $1.7$2.3 million, or 2%. Segment operating margin decreased 240 basis pointsmillion in Software revenue. Our Life Sciences segment benefited from an extra fiscal week for the threesix months ended AprilJuly 5, 2026, as compared to the three months ended March 30, 2025, primarily due to product mix shift, strategic investments in software and new product development and impact of the extra fiscal week.2026.

Revenue for the three months ended AprilJuly 5, 2026 was $349.3$371.0 million, as compared to $324.4$354.4 million for the three months ended MarchJune 30,29, 2025, an increase of $24.9$16.6 million, or 8%, which includes a 4% increase in revenue attributable to favorable changes in foreign exchange rates.5%. The increase in our Diagnostics segment revenue during the three months ended AprilJuly 5, 2026 was driven by an increase of $20.6$20.7 million in Reproductive Health revenuerevenue, andpartially anoffset increaseby a decrease of $4.3$4.1 million in Immunodiagnostics revenue.

Segment operating incomeRevenue for the threesix months ended AprilJuly 5, 2026 was $76.1$720.3 million, as compared to $74.0$678.8 million for the threesix months ended MarchJune 30,29, 2025, an increase of $2.1$41.5 million, or 3%.6%. SegmentThe operatingincrease marginin decreasedour 100Diagnostics basissegment pointsrevenue during the six months ended July 5, 2026 was driven by an increase of $41.3 million in Reproductive Health revenue and an increase of $0.2 million in Immunodiagnostics revenue. Our Diagnostics segment benefited from an extra fiscal week in the threesix months ended AprilJuly 5, 2026, as compared to the three months ended March 30, 2025, primarily due to product mix shift, changes in foreign exchange rates, increased tariffs and impact of the extra fiscal week.2026.

At AprilJuly 5, 2026, we had cash and cash equivalents of $860.3$1,022.9 million, of which $518.3$544.5 million was held by our non-U.S. subsidiaries, and we had $1.5 billion of borrowing capacity available under our senior unsecured revolving credit facility. We use a variety of cash redeployment and financing strategies to ensure that our worldwide cash is available in the locations in which it is needed.

On October 23, 2025, our Board of Directors (our “Board”) authorized us to repurchase shares of common stock for an aggregate amount up to $1.0 billion under a stock repurchase program (the “Repurchase Program”). The Repurchase Program will expire on October 22, 2027 unless terminated earlier by our Board and may be suspended or discontinued at any time. During the three months ended AprilJuly 5, 2026, we repurchased 784,14293,303 shares of common stock under the Repurchase Program for an aggregate cost of $79.0$7.8 million. As of AprilJuly 5, 2026, $800.5$792.7 million remained available for aggregate repurchases of shares under the Repurchase Program. SubsequentThere have been no share repurchases subsequent to the firstsecond quarter of fiscal year 2026, we repurchased 93,303 shares of common stock under the Repurchase Program at an aggregate cost of $7.8 million.2026. If we continue to repurchase shares, the Repurchase Program will be funded using our existing financial resources, including cash and cash equivalents, and our existing senior unsecured revolving credit facility.

As of AprilJuly 5, 2026, we may have to pay contingent consideration related to acquisitions with open contingency periods of up to $81.6$71.2 million. As of AprilJuly 5, 2026, we have recorded contingent consideration obligations of $25.0$15.4 million, of which $4.0 million was recorded in accrued expenses and other current liabilities, and $21.0$11.4 million was recorded in long-term liabilities. The maximum earnout period for acquisitions with open contingency periods is 5.75.4 years from AprilJuly 5, 2026, and the remaining weighted average expected earnout period at AprilJuly 5, 2026 was 3.23.0 years.

Operating Activities. Net cash provided by operating activities of our continuing operations was $125.9$317.8 million for the threesix months ended AprilJuly 5, 2026, as compared to $134.1$268.4 million for the threesix months ended MarchJune 30,29, 2025, aan decreaseincrease of $8.2$49.4 million. The cash provided by operating activities for the threesix months ended AprilJuly 5, 2026 was principally a result of adjustments for non-cash charges aggregating to $124.7$281.3 million, including depreciation and amortization of $105.1$207.1 million,million and income from continuing operations of $40.9$94.4 million, andpartially offset by a net cash decrease in working capital of $39.7$57.8 million, primarily due to timing of collections, inventory purchases andannual employee incentive compensation payout.payout and timing of inventory build and vendor payments, partially offset by robust collections performance. The cash provided by operating activities for the threesix months ended MarchJune 30,29, 2025 was principally a result of adjustments for non-cash charges aggregating to $105.7$233.7 million, including depreciation and amortization of $97.4$200.2 million, and income from continuing operations of $41.7$96.9 million, andpartially offset by a net cash decrease in working capital of $13.3$62.2 million.

Investing Activities. Net cash used in investing activities of our continuing operations was $78.3$81.8 million for the threesix months ended AprilJuly 5, 2026, as compared to $15.8$34.6 million for the threesix months ended MarchJune 30,29, 2025, an increase of $62.5$47.2 million primarily due to cash paid for acquisitions, net of cash acquired of $67.3$67.1 million during the threesix months ended AprilJuly 5, 2026. During the threesix months ended AprilJuly 5, 2026, net cash used for capital expenditures was $19.8$30.8 million, as compared to $16.0$34.9 million for the threesix months ended MarchJune 30,29, 2025. During the threesix months ended AprilJuly 5, 2026, purchases of investments and notes receivables were $1.1$3.6 million. The cash used in investing activities during the threesix months ended AprilJuly 5, 2026 was partially offset by $0.2$12.0 million proceeds from disposition of businesses and assets, remaining flat compared to the three months ended March 30, 2025. During the three months ended April 5, 2026, proceeds from disposition of property, plant and equipment amounted to $9.0 million.equipment. During the threesix months ended AprilJuly 5, 2026, proceeds from investments and notes receivable amounted to $0.7$7.5 million. During the six months ended July 5, 2026, proceeds from disposition of businesses and assets amounted to $0.2 million, remaining flat compared to the six months ended June 29, 2025.

Financing Activities. Net cash used in financing activities was $88.9$112.1 million for the threesix months ended AprilJuly 5, 2026, as compared to $163.7$466.1 million for the threesix months ended MarchJune 30,29, 2025, a decrease of $74.8$354.1 million. During the threesix months ended AprilJuly 5, 2026, we repurchased shares of our common stock for a total cost of $86.5$102.5 million, as compared to $153.6$447.5 million in the prior year period. We paid $7.8$15.7 million in dividends for the threesix months ended AprilJuly 5, 2026, as compared to $8.4$16.7 million for the threesix months ended MarchJune 30,29, 2025. During the three months ended March 30, 2025, we made net payments of $2.5 million on debts. We paid $1.8$0.4 million for acquisition-related contingent consideration during the threesix months ended MarchJuly 30,5, 2026, as compared to $2.0 million for the six months ended June 29, 2025. During the six months ended June 29, 2025, we made net payments of $2.6 million on debts. The cash used in financing activities during the threesix months ended AprilJuly 5, 2026 was partially offset by proceeds from the issuance of common stock under our stock plans of $5.4$6.4 million during the threesix months ended AprilJuly 5, 2026, as compared to $2.6 million for the threesix months ended MarchJune 30,29, 2025.

OurSubsequent to the second quarter of fiscal year 2026, we repaid upon maturity all of our outstanding €500,000 Principal 1.875% Senior Unsecured Notes due in 2026 (the “2026 Notes”) willat maturean inaggregate Julyprincipal 2026.amount Weof expect€500.0 tomillion repay($571.2 the 2026 Notes with our existing cash on hand or borrowings under our senior unsecured revolving credit facility, or a combination thereof.million). See Note 7, Debt, in the Notes to Condensed Consolidated Financial Statements and Note 13, Debt, to our audited consolidated financial statements in the 2025 Form 10-K for a detailed discussion of our borrowing arrangements.

Our Board declared a regular quarterly cash dividend of $0.07 per share for each of the first quartertwo quarters of fiscal year 2026 and in each quarter of fiscal year 2025. At AprilJuly 5, 2026, we had accrued $7.8 million for dividends declared on JanuaryApril 26,30, 2026 for the firstsecond quarter of fiscal year 2026 that were paid in MayAugust 2026. On AprilJuly 30,31, 2026, we announced that our Board had declared a quarterly dividend of $0.07 per share for the secondthird quarter of fiscal year 2026 that will be payable in AugustNovember 2026. In the future, our Board may determine to reduce or eliminate our common stock dividend in order to fund investments for growth, repurchase shares or conserve capital resources.

See Note 1, Nature of Operations and Accounting Policies, to our audited consolidated financial statements in the 2025 Form 10-K for a summary of recently adopted new accounting pronouncements during the fiscal year ended December 28, 2025. We have not adopted any new accounting pronouncements during the threesix months ended AprilJuly 5, 2026.