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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________________________________

FORM 10-Q

__________________________________________________________

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~December 2827, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 1-36214

__________________________________________________________

HOLOGIC, INC.

(Exact name of registrant as specified in its charter)

__________________________________________________________


Delaware						04-2902449
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)
250 Campus Drive,
Marlborough,
Massachusetts						01752
(Address of principal executive offices)						(Zip Code)

(508) 263-2900

(Registrant’s telephone number, including area code)

__________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	HOLX	NASDAQ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~July~~January 2523, ~~2025~~2026, ~~222~~223,~~419~~244,~~282~~905 shares of the registrant’s Common Stock, $0.01 par value, were outstanding.

Table of Contents

HOLOGIC, INC.

INDEX

		Page
PART I – FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements (unaudited)
	Consolidated Statements of Income for the Three and Nine Months Ended June 28, 2025 and June 29, 2024	3
	Consolidated Statements of Income for the Three Months Ended December 27, 2025 and December 28, 2024	3
	Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended June 28, 2025 and June 29, 2024	4
	Consolidated Statements of Comprehensive Income for the Three Months Ended December 27, 2025 and December 28, 2024	4
	Consolidated Balance Sheets as of June 28, 2025 and September 28, 2024	5
	Consolidated Balance Sheets as of December 27, 2025 and September 27, 2025	5
	Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended June 28, 2025 and Year Ended September 28, 2024	6
	Consolidated Statements of Stockholders’ Equity for the Three Months Ended December 27, 2025 and Year Ended September 27, 2025	6
	Consolidated Statements of Cash Flows for the Nine Months Ended June 28, 2025 and June 29, 2024	8
	Consolidated Statements of Cash Flows for the Three Months Ended December 27, 2025 and December 28, 2024	7
	Notes to Consolidated Financial Statements	98
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3327
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4939
Item 4.	Controls and Procedures	5040
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	5141
Item 1A.	Risk Factors	5141
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5242
Item 5.	Other Information	5242
Item 6.	Exhibits	5343
SIGNATURES		5444
EXHIBITS

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

HOLOGIC, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In millions, except number of shares, which are reflected in thousands, and per share data)

	Three Months Ended				~~Nine Months Ended~~
	June 28,2025		June 29,2024		June 28,2025		June 29,2024
	December 27,2025		December 28,2024
Revenues:
Product	$	~~810~~831.4	$	~~811~~817.29	$	~~2,421.0~~	$	~~2,467.2~~
Service and other	~~213~~216.4		~~200~~203.29		~~629.9~~		~~575.1~~
	1,023.8		1,011.4		3,050.9		3,042.3
	1,047.8		1,021.8
Costs of revenues:
Product	~~310~~321.59		~~298~~301.21		~~916.6~~		~~913.9~~
Amortization of acquired intangible assets	41.10		4446.40		~~135.3~~		~~134.9~~
Impairment of intangible assets	—		13.3		183.4		39.2
Service and other	98.5		94.2
Service and other	95.6		95.2		281.2		284.2
Gross profit	586.4		580.5
Gross profit	576.6		560.3		1,534.4		1,670.1
Operating expenses:
Research and development	6160.45		6460.13		~~183.1~~		~~205.5~~
Selling and marketing	~~152~~154.29		~~146~~166.31		~~472.8~~		~~439.4~~
General and administrative	99127.18		94115.07		~~334.5~~		~~306.2~~
Amortization of acquired intangible assets	32.03		54.37		~~11.5~~		~~24.3~~
Impairment of intangible assets	—		0.4		37.5		5.6
Restructuring charges	3.9		3.9
Contingent consideration fair value adjustment	—		—		—		1.7
	349.4		350.7
Restructuring charges	6.3		6.2		17.6		34.8
Income from operations	237.0		229.8
	322.0		316.3		1,057.0		1,017.5
Interest income	19.7		24.2
Income from operations	254.6		244.0		477.4		652.6
Interest expense	(27.6)		(30.5)
Interest income	16.4		28.4		55.5		80.3
Other income	0.6		24.0
Interest expense	(28.9)		(31.9)		(88.5)		(90.2)
Income before income taxes	229.7		247.5
Other income (expense), net	(7.1)		0.2		9.6		0.8
Provision for income taxes	50.6		46.5
Income before income taxes	235.0		240.7		454.0		643.5
Net income	$	179.1	$	201.0
Provision for income taxes	40.1		46.2		75.5		32.6
Net income	$	194.9	$	194.5	$	378.5	$	610.9
Net income per common share:
Basic	$	0.8780	$	0.8387	$	~~1.67~~	$	~~2.58~~
Diluted	$	0.8679	$	0.8287	$	~~1.66~~	$	~~2.57~~
Weighted average number of shares outstanding:
Basic	224,~~315~~405		~~234~~230,~~604~~284		~~226,791~~		~~236,373~~
Diluted	225,~~462~~879		~~236~~232,~~466~~107		~~228,186~~		~~238,081~~

See accompanying notes.

Table of Contents

HOLOGIC, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In millions)

Three Months Ended

~~Nine Months Ended~~

June 28,2025

June 29,2024

June 28,2025

June 29,2024

December 27,2025

December 28,2024

Net income

~~194~~179.91

~~194~~201.50

~~378.5~~

~~610.9~~

Changes in foreign currency translation adjustment

517.10

(254.8)

~~21.7~~

~~17.4~~

Gain (loss) recognized on available-for-sale securities, net of tax

~~(0.1)~~—

—(1.3)

~~(1.5)~~

—

Gain (loss) recognized on interest rate swaps, net of tax

(1.0)

04.39

~~1.2~~

~~(9.3)~~

Other comprehensive income (loss)

506.0

(251.52)

~~21.4~~

~~8.1~~

Comprehensive income

~~244~~185.91

~~192~~149.08

~~399.9~~

~~619.0~~

See accompanying notes.

Table of Contents

HOLOGIC, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In millions, except number of shares, which are reflected in thousands, and par value)

	June 28,2025		September 28,2024
	December 27,2025		September 27,2025
ASSETS
Current assets:
Cash and cash equivalents	$	12,~~735~~168.20	$	21,~~160~~959.25
Short-term investments	~~143~~196.97		~~173~~243.42
Accounts receivable, less reserves	~~609~~584.32		600.48
Inventory	~~713~~688.75		679.84
Prepaid expenses and other current assets	~~164~~176.20		~~156~~152.20
Prepaid income taxes	5530.10		5333.32
Total current assets	3,~~421~~843.4		3,~~823~~668.31
Property, plant and equipment, net	~~570~~568.53		~~537~~559.86
Intangible assets, net	~~642~~547.23		~~844~~589.61
Goodwill	3,~~643~~645.92		3,~~443~~640.16
Long-term investments	—		96.4
Other assets	576.5		557.5
Other assets	528.1		410.8
Total assets	$	9,180.7	$	9,014.9
Total assets	$	8,806.1	$	9,156.0
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	—5.8	$	372.59
Accounts payable	~~192~~201.71		~~203~~193.84
Accrued expenses	~~553~~570.70		~~579~~577.7
Deferred revenue	~~212~~170.79		~~212~~199.97
Finance lease obligations	3.45		3.35
Total current liabilities	~~962~~951.53		~~1,037~~977.2
Long-term debt, net of current portion	2,~~509~~502.09		2,~~497~~505.10
Finance lease obligations, net of current portion	108.1		129.20
Deferred income tax liabilities	4641.69		5943.4
Deferred revenue, net of current portion	12.24		1312.84
Other long-term liabilities	~~423~~419.20		~~406~~420.30
Stockholders’ equity:
Preferred stock, $0.01 par value – 1,623 shares authorized; 0 shares issued	—		—
Common stock, $0.01 par value – 750,000 shares authorized; 302,091 and 301,185 shares issued, respectively	3.0		3.0
Common stock, $0.01 par value – 750,000 shares authorized; 302,940 and 302,438 shares issued, respectively	3.0		3.0
Additional paid-in-capital	6,~~316~~357.5		6,~~244~~345.24
Retained earnings	3,~~224~~590.36		23,~~845~~411.85
Treasury stock, at cost – 79,874 and 69,460 shares, respectively	(4,611.2)		(3,851.5)
Treasury stock, at cost – 79,874 and 79,874 shares, respectively	(4,611.2)		(4,611.2)
Accumulated other comprehensive loss	(9094.18)		(~~111~~100.58)
Total stockholders’ equity	45,~~842~~245.51		5,~~130~~047.09
Total liabilities and stockholders’ equity	$	89,~~806~~180.17	$	9,~~156~~014.09

See accompanying notes.

Table of Contents

HOLOGIC, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In millions, except number of shares, which are reflected in thousands)

	Common Stock			AdditionalPaid-in-Capital		RetainedEarnings		AccumulatedOtherComprehensiveLoss		Treasury Stock			TotalStockholders’Equity
	Number ofShares	Par Value								Number ofShares	Amount
September 30, 2023	299,940	$	3.0	$	6,141.2	$	2,056.3	$	(147.6)	58,231	$	(3,036.0)	$	5,016.9
Exercise of stock options	124	—		5.0		—		—		—	—		5.0
Vesting of restricted stock units, net	432	—		(16.2)		—		—		—	—		(16.2)
Stock-based compensation	—	—		28.7		—		—		—	—		28.7
Net income	—	—		—		246.5		—		—	—		246.5
Other comprehensive income activity	—	—		—		—		28.8		—	—		28.8
Repurchase of common stock(1)	—	—		—		—		—		2,161	(155.9)		(155.9)
Accelerated share repurchase agreement	—	—		(100.0)		—		—		5,560	(400.0)		(500.0)
December 30, 2023	300,496	$	3.0	$	6,058.7	$	2,302.8	$	(118.8)	65,952	$	(3,591.9)	$	4,653.8
Exercise of stock options	79	—		3.2		—		—		—	—		3.2
Vesting of restricted stock units, net	16	—		(0.1)		—		—		—	—		(0.1)
Common stock issued under the employee stock purchase plan	165	—		10.0		—		—		—	—		10.0
Stock-based compensation	—	—		25.8		—		—		—	—		25.8
Net income	—	—		—		169.9		—		—	—		169.9
Other comprehensive income activity	—	—		—		—		(18.2)		—	—		(18.2)
Accelerated share repurchase agreement	—	—		100.0		—		—		1,428	(100.0)		—
March 30, 2024	300,756	$	3.0	$	6,197.6	$	2,472.7	$	(137.0)	67,380	$	(3,691.9)	$	4,844.4
Exercise of stock options	24	—		1.2		—		—		—	—		1.2
Vesting of restricted stock units, net	7	—		(0.3)		—		—		—	—		(0.3)
Stock-based compensation	—	—		14.6		—		—		—	—		14.6
Net income	—	—		—		194.5		—		—	—		194.5
Other comprehensive income activity	—	—		—		—		(2.5)		—	—		(2.5)
Repurchase of common stock(1)	—	—		—		—		—		1,351	(101.0)		(101.0)
June 29, 2024	300,787	$	3.0	$	6,213.1	$	2,667.2	$	(139.5)	68,731	$	(3,792.9)	$	4,950.9
Exercise of stock options	196	—		7.5		—		—		—	—		7.5
Vesting of restricted stock units, net	18	—		(0.8)		—		—		—	—		(0.8)
Common stock issued under the employee stock purchase plan	184	—		11.2		—		—		—	—		11.2
Stock-based compensation	—	—		13.2		—		—		—	—		13.2
Net income	—	—		—		178.6		—		—	—		178.6
Other comprehensive income activity	—	—		—		—		28.0		—	—		28.0
Repurchase of common stock(1)	—	—		—		—		—		729	(58.6)		(58.6)
September 28, 2024	301,185	$	3.0	$	6,244.2	$	2,845.8	$	(111.5)	69,460	$	(3,851.5)	$	5,130.0
Exercise of stock options	118	—		6.8		—		—		—	—		6.8
Vesting of restricted stock units, net	469	—		(21.7)		—		—		—	—		(21.7)
Stock-based compensation	—	—		30.1		—		—		—	—		30.1
Net income	—	—		—		201.0		—		—	—		201.0
Other comprehensive income activity	—	—		—		—		(51.2)		—	—		(51.2)
Accelerated share repurchase agreement	—	—		—		—		—		3,332	(250.0)		(250.0)
Repurchase of common stock(1)	—	—		—		—		—		3,420	(271.7)		(271.7)
December 28, 2024	301,772	$	3.0	$	6,259.4	$	3,046.8	$	(162.7)	76,212	$	(4,373.2)	$	4,773.3
Exercise of stock options	98	—		4.3		—		—		—	—		4.3
Vesting of restricted stock units, net	22	—		(0.2)		—		—		—	—		(0.2)
Common stock issued under the employee stock purchase plan	159	—		9.7		—		—		—	—		9.7
Stock-based compensation	—	—		28.4		—		—		—	—		28.4
Net loss	—	—		—		(17.4)		—		—	—		(17.4)
Other comprehensive income activity	—	—		—		—		22.6		—	—		22.6
Repurchase of common stock(1)	—	—		—		—		—		2,995	(202.0)		(202.0)
March 29, 2025	302,051	$	3.0	$	6,301.6	$	3,029.4	$	(140.1)	79,207	$	(4,575.2)	$	4,618.7
Exercise of stock options	37	—		1.5		—		—		—	—		1.5
Vesting of restricted stock units, net	3	—		(0.1)		—		—		—	—		(0.1)
Stock-based compensation	—	—		13.5		—		—		—	—		13.5
Net income	—	—		—		194.9		—		—	—		194.9
Other comprehensive income activity	—	—		—		—		50.0		—	—		50.0
Repurchase of common stock(1)	—	—		—		—		—		667	(36.0)		(36.0)
June 28, 2025	302,091	$	3.0	$	6,316.5	$	3,224.3	$	(90.1)	79,874	$	(4,611.2)	$	4,842.5
Exercise of stock options	150	—		6.0		—		—		—	—		6.0
Vesting of restricted stock units, net	4	—		(0.2)		—		—		—	—		(0.2)
Common stock issued under the employee stock purchase plan	193	—		10.8		—		—		—	—		10.8
Stock-based compensation	—	—		12.3		—		—		—	—		12.3
Net income	—	—		—		187.2		—		—	—		187.2
Other comprehensive income activity	—	—		—		—		(10.7)		—	—		(10.7)
September 27, 2025	302,438	$	3.0	$	6,345.4	$	3,411.5	$	(100.8)	79,874	$	(4,611.2)	$	5,047.9
Exercise of stock options	55	—		3.3		—		—		—	—		3.3
Vesting of restricted stock units, net	447	—		(18.1)		—		—		—	—		(18.1)
Stock-based compensation	—	—		26.9		—		—		—	—		26.9
Net income	—	—		—		179.1		—		—	—		179.1
Other comprehensive income activity	—	—		—		—		6.0		—	—		6.0
December 27, 2025	302,940	$	3.0	$	6,357.5	$	3,590.6	$	(94.8)	79,874	$	(4,611.2)	$	5,245.1

(1) Includes excise tax on share repurchases.

See accompanying notes.

Table of Contents

Stock-based compensation	—	—		28.4		—		—		—	—		28.4
Net loss	—	—		—		(17.4)		—		—	—		(17.4)
Other comprehensive income activity	—	—		—		—		22.6		—	—		22.6
Repurchase of common stock(1)	—	—		—		—		—		2,995	(202.0)		(202.0)
March 29, 2025	302,051	$	3.0	$	6,301.6	$	3,029.4	$	(140.1)	79,207	$	(4,575.2)	$	4,618.7
Exercise of stock options	37	—		1.5		—		—		—	—		1.5
Vesting of restricted stock units, net	3	—		(0.1)		—		—		—	—		(0.1)
Stock-based compensation	—	—		13.5		—		—		—	—		13.5
Net income	—	—		—		194.9		—		—	—		194.9
Other comprehensive income activity	—	—		—		—		50.0		—	—		50.0
Repurchase of common stock(1)	—	—		—		—		—		667	(36.0)		(36.0)
June 28, 2025	302,091	$	3.0	$	6,316.5	$	3,224.3	$	(90.1)	79,874	$	(4,611.2)	$	4,842.5

See accompanying notes.

Table of Contents

HOLOGIC, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In millions)

	Nine Months Ended
	Three Months Ended
	June 28,2025		June 29,2024
	December 27,2025		December 28,2024
OPERATING ACTIVITIES
Net income	$	~~378~~179.51	$	~~610~~201.90
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	7326.53		7523.23
Amortization of acquired intangible assets	~~146~~43.83		~~159~~50.27
Stock-based compensation expense	7226.09		6930.1
Deferred income taxes	(~~111~~1.31)		(5219.35)
Intangible asset impairment charges	220.9		44.8
Other adjustments and non-cash items	6.6		(19.1)
Other adjustments and non-cash items	15.0		34.1
Changes in operating assets and liabilities:
Changes in operating assets and liabilities, excluding the effect of acquisitions and dispositions:
Accounts receivable	18.0		(41.7)
Accounts receivable	3.2		(2.5)
Inventories	(8.6)		(36.1)
Inventories	(34.7)		(47.1)
Prepaid income taxes	3.2		29.2
Prepaid income taxes	(1.7)		(73.9)
Prepaid expenses and other assets	(25.1)		13.2
Prepaid expenses and other assets	16.7		(4.2)
Accounts payable	7.8		36.2
Accounts payable	(12.4)		26.5
Accrued expenses and other liabilities	(17.3)		(54.6)
Accrued expenses and other liabilities	(61.4)		58.5
Deferred revenue	(29.2)		(23.4)
Deferred revenue	(3.1)		19.9
Net cash provided by operating activities	229.9		189.3
Net cash provided by operating activities	702.0		918.2
INVESTING ACTIVITIES
Acquisition of business, net of cash acquired	(321.5)		—
Capital expenditures	(14.7)		(16.8)
Sale of business, net of cash disposed	—		(31.3)
Increase in equipment under customer usage agreements	(20.4)		(14.8)
Capital expenditures	(45.1)		(56.0)
Strategic investments	(24.0)		(6.0)
Increase in equipment under customer usage agreements	(61.5)		(43.9)
Purchase of intellectual property	—		(15.4)
Strategic investments	(33.0)		(42.5)
Maturities of available-for-sale securities	48.0		32.0
Purchase of intellectual property	(15.4)		(10.0)
Other activity	(1.0)		(1.0)
Maturities of available-for-sale securities	128.0		—
Net cash used in investing activities	(12.1)		(22.0)
Other activity	(2.1)		(1.6)
Net cash used in investing activities	(350.6)		(185.3)
FINANCING ACTIVITIES
Repayment of long-term debt	~~(28.1)~~—		(~~278~~9.14)
Payment of contingent consideration	(1.1)		(2.6)
Repurchases of common stock	—		(517.3)
Repurchases of common stock	(752.9)		(776.8)
Proceeds under employee stock plans	8.3		12.2
Proceeds under employee stock plans	27.7		25.2
Payment of minimum tax withholdings on net share settlements of equity awards	(18.1)		(21.7)
Payment of minimum tax withholdings on net share settlements of equity awards	(22.0)		(16.6)
Payments under finance lease obligations	(0.9)		(0.8)
Payments under finance lease obligations	(2.4)		(2.9)
Net cash used in financing activities	(10.7)		(537.0)
Net cash used in financing activities	(778.8)		(1,051.8)
Effect of exchange rate changes on cash and cash equivalents	1.4		(8.4)
Effect of exchange rate changes on cash and cash equivalents	2.4		2.3
Net increase (decrease) in cash and cash equivalents	208.5		(378.1)
Net decrease in cash and cash equivalents	(425.0)		(316.6)
Cash and cash equivalents, beginning of period	1,959.5		2,160.2
Cash and cash equivalents, beginning of period*	2,160.2		2,755.7
Cash and cash equivalents, end of period	$	2,168.0	$	1,782.1
Cash and cash equivalents, end of period	$	1,735.2	$	2,439.1

See accompanying notes.

Table of Contents

HOLOGIC, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(All tabular amounts in millions, except number of shares, which are reflected in thousands, and per share data)

(1) Basis of Presentation

The unaudited consolidated financial statements of Hologic, Inc. (“Hologic” or the “Company”) presented herein have been prepared pursuant to the rules of the Securities and Exchange Commission (the “SEC”) for quarterly reports on Form 10-Q and do not include all of the information and disclosures required by U.S. generally accepted accounting principles (“GAAP”) for annual financial statements. These unaudited financial statements should be read in conjunction with the consolidated financial statements and related notes for the fiscal year ended September 2827, ~~2024~~2025 included in the Company’s annual report on Form 10-K filed with the SEC on November 27 18, ~~2024~~2025. In the opinion of management, the unaudited financial statements and notes contain all adjustments (consisting of normal recurring accruals and all other necessary adjustments) considered necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented.

The unaudited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

The preparation of financial statements in conformity with GAAP requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from management’s estimates if past experience or other assumptions do not turn out to be substantially accurate. Operating results for the three ~~and nine~~ months ended ~~June~~December 2827, 2025 are not necessarily indicative of the results to be expected for any other interim period or the entire fiscal year ending September 2726, ~~2025~~2026.

Proposed Merger

On October 21, 2025, the Company entered into a definitive agreement (“Merger Agreement”) to be acquired by funds managed by Blackstone Inc. (“Blackstone”) and TPG Capital (“TPG”) in a transaction valued at up to $79.00 per share. Under the terms of the agreement, Blackstone and TPG will acquire all outstanding Hologic shares for $76.00 per share in cash, without interest, plus a non-tradable contingent value right (“CVR”) to receive up to $3.00 per share in cash, for total potential consideration of up to $79.00 per share in cash. The non-tradable CVR will be issued to Hologic stockholders at closing and paid, in whole or in part, following achievement of certain global revenue metrics for Hologic’s Breast Health business in fiscal years 2026 and 2027.

The transaction is expected to close in the first half of calendar year 2026, subject to the approval of Hologic’s stockholders, the receipt of required regulatory approvals and the satisfaction of certain other customary closing conditions. Upon completion of the transaction, Hologic’s common stock will be delisted from the Nasdaq stock market and deregistered under the Securities Exchange Act of 1934, as amended.

Subsequent Events Consideration

The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the financial statements to provide additional evidence for certain estimates or to identify matters that may require additional disclosure. Subsequent events have been evaluated as required. There were no material recognized or unrecognized subsequent events, except as described below, affecting the unaudited consolidated financial statements as of and for the three ~~and nine~~ months ended ~~June~~December 2827, 2025. On July 15, 2025, the Company refinanced its term loan and revolving credit facility (“2021 Term Loan” and “2021 Revolver”, as defined below) with terms substantially consistent with the prior credit facility. The term loan was reduced to $1.17 billion and the revolver to $1.25 billion. For additional information, refer to Note 9.

On January 7, 2026, the Company executed a settlement agreement to resolve the BioZorb litigation with no admission of liability by the Company. The settlement amount is fully covered by insurance, and the Company expects it will bear no financial liability related to the settlement agreement. In addition, in connection with the potential merger with Blackstone and TPG and the Company filing a preliminary proxy statement on December 12, 2025 and a definitive proxy statement on December 23, 2025, on January 14, 2026 and January 15, 2026 purported stockholders of the Company filed a class action lawsuit and individual actions against the Company and the members of the Company’s board of directors. See footnote 10 for additional information.

Table of Contents

(2) Revenue

The Company accounts for revenue pursuant to ASC 606, Revenue from Contracts with Customers (ASC 606), and generates revenue from the sale of its products, primarily medical imaging systems and related components and software, diagnostic tests and assays and surgical disposable products, and related services, which are primarily support and maintenance services on its medical imaging systems, and to a lesser extent installation, training and repairs. In addition, the Company generates service revenue from performing laboratory testing services through its Biotheranostics CLIA laboratory, which is included in its Molecular Diagnostics business. The Company’s products are sold primarily through a direct sales force, and within international markets, there is more reliance on distributors and resellers. Revenue is recorded net of sales tax. The following tables provide revenue from contracts with customers by business and geographic region on a disaggregated basis:


		Three Months Ended December 27, 2025
Business (in millions)		United States		International		Total
Diagnostics:
	Cytology & Perinatal	$	76.0	$	50.8	$	126.8
	Molecular Diagnostics	255.3		73.9		329.2
	Blood Screening	8.4		—		8.4
Total		$	339.7	$	124.7	$	464.4

Breast Health:
	Breast Imaging	$	219.9	$	60.1	$	280.0
	Interventional Breast Solutions	71.2		24.7		95.9

Total		$	291.1	$	84.8	$	375.9

GYN Surgical		$	128.9	$	51.9	$	180.8

Skeletal Health		$	13.8	$	12.9	$	26.7
		$	773.5	$	274.3	$	1,047.8


		Three Months Ended December 28, 2024
Business (in millions)			United States		International		Total
Diagnostics:
	Cytology & Perinatal		$	76.0	$	49.4	$	125.4
	Molecular Diagnostics		262.6		78.5		341.1
	Blood Screening		4.1		—		4.1
Total			$	342.7	$	127.9	$	470.6

Breast Health:
	Breast Imaging		$	215.7	$	65.9	$	281.6
	Interventional Breast Solutions		66.3		21.2		87.5

Total			$	282.0	$	87.1	$	369.1

GYN Surgical			$	121.9	$	44.4	$	166.3

Skeletal Health			$	11.3	$	4.5	$	15.8
			$	757.9	$	263.9	$	1,021.8

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		Three Months Ended June 28, 2025						Three Months Ended June 29, 2024
		Three Months Ended
Business (in millions)		United States		International		Total		United States		International		Total
Geographic Regions (in millions)		December 27, 2025		December 28, 2024
Diagnostics:
United States		$	773.5	$	757.9
	Cytology & Perinatal	$	75.8	$	45.6	$	121.4	$	73.3	$	48.9	$	122.2
Europe		161.6		148.9
	Molecular Diagnostics	254.4		66.1		320.5		245.4		65.3		310.7
Asia-Pacific		56.7		59.8
	Blood Screening	7.0		—		7.0		7.9		—		7.9
Rest of World		56.0		55.2
Total		$	337.2	$	111.7	$	448.9	$	326.6	$	114.2	$	440.8
		$	1,047.8	$	1,021.8
Breast Health:
	Breast Imaging	$	204.2	$	60.5	$	264.7	$	240.4	$	68.8	$	309.2
	Interventional Breast Solutions	75.4		25.1		100.5		60.1		15.7		75.8
Total		$	279.6	$	85.6	$	365.2	$	300.5	$	84.5	$	385.0
GYN Surgical		$	126.2	$	52.2	$	178.4	$	125.8	$	40.8	$	166.6
Skeletal Health		$	17.7	$	13.6	$	31.3	$	12.4	$	6.6	$	19.0
		$	760.7	$	263.1	$	1,023.8	$	765.3	$	246.1	$	1,011.4

		Nine Months Ended June 28, 2025						Nine Months Ended June 29, 2024
Business (in millions)		United States		International		Total		United States		International		Total
Diagnostics:
	Cytology & Perinatal	$	222.9	$	142.5	$	365.4	$	213.7	$	149.0	$	362.7
	Molecular Diagnostics	775.6		211.8		987.4		748.4		204.8		953.2
	Blood Screening	20.3		—		20.3		22.8		—		22.8
Total		$	1,018.8	$	354.3	$	1,373.1	$	984.9	$	353.8	$	1,338.7
Breast Health:
	Breast Imaging	$	629.4	$	188.7	$	818.1	$	703.7	$	213.6	$	917.3
	Interventional Breast Solutions	203.8		68.5		272.3		181.6		48.4		230.0
Total		$	833.2	$	257.2	$	1,090.4	$	885.3	$	262.0	$	1,147.3
GYN Surgical		$	365.1	$	142.2	$	507.3	$	366.6	$	118.2	$	484.8
Skeletal Health		$	46.5	$	33.6	$	80.1	$	41.6	$	29.9	$	71.5
		$	2,263.6	$	787.3	$	3,050.9	$	2,278.4	$	763.9	$	3,042.3

	Three Months Ended				Nine Months Ended
Geographic Regions (in millions)	June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024
United States	$	760.7	$	765.3	$	2,263.6	$	2,278.4
Europe	148.1		127.9		443.5		407.7
Asia-Pacific	60.3		65.0		179.7		193.2
Rest of World	54.7		53.2		164.1		163.0
	$	1,023.8	$	1,011.4	$	3,050.9	$	3,042.3

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The following table provides revenue recognized by source:

Three Months Ended

~~Nine Months Ended~~

Revenue by type (in millions)

~~June~~December 2827, 2025

~~June~~December 2928, 2024

~~June 28, 2025~~

~~June 29, 2024~~

Disposables

~~658~~644.42

~~623~~663.27

~~1,959.0~~

~~1,871.0~~

Capital equipment, components and software

~~152~~187.02

~~188~~154.02

~~462.0~~

~~596.2~~

Service

~~208~~211.80

~~196~~198.86

~~615.3~~

~~560.6~~

Other

45.64

35.43

~~14.6~~

~~14.5~~

1,~~023~~047.8

1,~~011~~021.48

~~3,050.9~~

~~3,042.3~~

The Company considers revenue to be earned when all of the following criteria are met: the Company has a contract with a customer that creates enforceable rights and obligations; promised products or services are identified; the transaction price, or the amount the Company expects to receive, including an estimate of uncertain amounts subject to a constraint to ensure revenue is not recognized in an amount that would result in a significant reversal upon resolution of the uncertainty, is determinable; and the Company has transferred control of the promised items to the customer. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in the contract. The transaction price for the contract is measured as the amount of consideration the Company expects to receive in exchange for the goods and services expected to be transferred. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, control of the distinct good or service is transferred. Transfer of control for the Company’s products is generally at shipment or delivery, depending on contractual terms, but occurs when title and risk of loss transfers to the customer which represents the point in time when the customer obtains the use of and substantially all of the remaining benefits of the product. As such, the Company’s performance obligation related to product sales is satisfied at a point in time. Revenue from support and maintenance contracts, and extended warranty, is recognized over time based on the period contracted and revenue from professional services for installation, training and repairs is recognized ~~over time based on the period contracted or~~ as the services are performed as these methods represent a faithful depiction of the transfer of goods and services.

The Company recognizes a receivable when it has an unconditional right to payment, which represents the amount the Company expects to collect in a transaction and is most often equal to the transaction price in the contract. Payment terms are typically 30 days in the U.S. but may be longer in international markets. The Company treats shipping and handling costs performed after a customer obtains control of the good as a fulfillment cost and records these costs within costs of product revenue when the corresponding revenue is recognized.

The Company also places instruments (or equipment) at customer sites but retains title to the instrument. The customer has the right to use the instrument for a period of time, and the Company recovers the cost of providing the instrument through the sales of disposables, namely tests and assays in Diagnostics and handpieces in GYN Surgical. These types of agreements include an embedded lease, which is generally an operating lease, for the right to use an instrument and no instrument revenue is recognized at the time of instrument delivery. The Company recognizes a portion of the revenue allocated to the embedded lease concurrent with the sale of disposables over the term of the agreement.

Revenue from laboratory testing services, which is generated by the Company’s Biotheranostics business, is recognized based upon contracted amounts with payors and historical cash collection experience for the same test or same payor group. Revenue is recognized once the laboratory services have been performed, the results have been delivered to the ordering physician, the payor has been identified, and insurance has been verified. ~~The estimated timeframes for cash collection are three months for Medicare payors, six months for Medicare Advantage payors, and nine months for commercial payors.~~

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Generally, the contracts for capital equipment include multiple performance obligations. For contracts with multiple performance obligations, the Company allocates the transaction price to each performance obligation using its best estimate of the standalone selling price of each distinct good or service in the contract. The Company determines its best estimate of standalone selling price using average selling prices over 3- to 12-month periods of data depending on the products or nature of the services coupled with current market considerations. If the product or service does not have a history of sales or if sales volume is not sufficient, the Company relies on prices set by its pricing committees or applicable marketing department adjusted for expected discounts.

Variable Consideration

The Company exercises judgment in estimating variable consideration, which includes volume discounts, sales rebates, product returns and other adjustments. These amounts are recorded as a reduction to revenue and classified as a current liability. The Company bases its estimates for volume discounts and sales rebates on historical information to the extent it is reasonable to be used as a predictive tool of expected future rebates. To the extent the transaction price includes variable consideration, the Company applies judgment in constraining the estimated variable consideration due to factors that may cause reversal of revenue recognized. The Company evaluates constraints based on its historical and projected experience with similar customer contracts. The Company’s contracts for the sale of capital equipment and related components, and assays and tests typically do not provide the right to return product, however, its contracts for the sale of its GYN Surgical and Interventional Breast Solutions surgical handpieces provide for a right of return for a limited period of time. Estimates of variable consideration and constraints are not material to the Company’s financial statements.

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The Company bases its estimates for volume discounts and sales rebates on historical information to the extent it is reasonable to be used as a predictive tool of expected future rebates. To the extent the transaction price includes variable consideration, the Company applies judgment in constraining the estimated variable consideration due to factors that may cause reversal of revenue recognized. The Company evaluates constraints based on its historical and projected experience with similar customer contracts. The Company’s contracts for the sale of capital equipment and related components, and assays and tests typically do not provide the right to return product, however, its contracts for the sale of its GYN Surgical and Interventional Breast Solutions surgical handpieces provide for a right of return for a limited period of time. In general, estimates of variable consideration and constraints are not material to the Company’s financial statements.

Remaining Performance Obligations

As of ~~June~~December 2827, 2025, the estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied was approximately $~~898~~841.26 million. These remaining performance obligations primarily relate to support and maintenance obligations and extended warranty in the Company’s Breast Health and Skeletal Health reportable segments. The Company expects to recognize approximately 1539% of this amount as revenue in fiscal ~~2025~~2026, 4331% in fiscal ~~2026~~2027, 2318% in fiscal ~~2027~~2028, 127% in fiscal ~~2028~~2029, and 75% thereafter. As permitted, the Company does not include remaining performance obligations related to contracts with original expected durations of one year or less in the amounts above.

Contract Assets and Liabilities

The Company discloses accounts receivable separately in the Consolidated Balance Sheets at ~~their~~its net realizable value. Contract assets primarily relate to the Company’s conditional right to consideration for work completed but not billed at the reporting date. Contract assets at the beginning and end of the period, as well as the changes in the balance, were immaterial.

Contract liabilities primarily relate to payments received from customers in advance of performance under the contract. The Company records a contract liability, or deferred revenue, when it has an obligation to provide service, and to a much lesser extent product, to the customer and payment is received or due in advance of performance. Deferred revenue primarily relates to support and maintenance contracts and extended warranty obligations within the Company’s Breast Health and Skeletal Health reportable segments. Contract liabilities are classified as other current liabilities and other long-term liabilities in the Consolidated Balance Sheets. The Company recognized revenue of $2273.71 million and $~~132~~70.50 million in the three ~~and nine~~ months ended ~~June~~December 2827, 2025 and December 28, 2024, respectively, that was included in the contract liability at September 2827, ~~2024.~~2025 ~~The Company recognized $22.8 million~~ and ~~$124.4~~September ~~million in the three and nine months ended June 29~~28, 2024, respectively~~, that was included in the contract liability at September 30, 2023~~.

Practical Expedients

The Company applies a practical expedient to expense costs to obtain a contract with a customer as incurred when the amortization period would have been one year or less. These costs solely comprise sales commissions and typically the commissions are incurred at the time of shipment of product and upon billings for support and maintenance contracts.

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(3) Leases

Lessor Activity - Leases where Hologic is the Lessor

Certain assets, primarily diagnostics instruments, are leased to customers under contractual arrangements that typically include an operating lease and performance obligations for disposables, reagents and other consumables. These contractual arrangements are subject to termination provisions which are evaluated in determining the lease term for lease accounting purposes. Contract terms vary by customer and may include options to terminate the contract or options to extend the contract. Where instruments are provided under operating lease arrangements, some portion or the entire lease revenue may be variable and subject to subsequent non-lease component (e.g., reagent) sales. Sales-type leases are immaterial. The allocation of revenue between the lease and non-lease components is based on stand-alone selling prices. Lease revenue represented less than 3% of the Company’s consolidated revenue for all periods presented.

(4) Fair Value Measurements

Assets/Liabilities Measured and Recorded at Fair Value on a Recurring Basis

The Company has investments in money market funds, and United States Treasury securities ~~and commercial paper~~ that are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. These investments are classified as Cash and cash equivalents, and Short term investments on the Consolidated Balance Sheets, which is determined based on maturities at the time of purchase and re-evaluated at each balance sheet date.

The Company also has investments in derivative instruments comprised of an interest rate swap and forward foreign currency contracts. These instruments were valued using analyses obtained from independent third-party valuation specialists based on market observable inputs, representing Level 2 assets. The fair values of these derivative contracts represent the estimated amounts the Company would receive or pay to terminate the contracts. Refer to Note 9 for further discussion and information on derivative contracts. In addition, the Company has a contingent consideration liability that is recorded at fair value, which is based on Level 3 inputs.

The following table summarizes certain fair value information at December 27, 2025 and September 27, 2025 for investment assets and other liabilities measured at fair value on a recurring basis, as well as the carrying amount of certain investments.

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classified as Cash and cash equivalents, and Short term and Long term investments on the Consolidated Balance Sheets, which is determined based on maturities at the time of purchase and re-evaluated at each balance sheet date.


			Fair Value at Reporting Date Using
	Fair Value		Quoted Prices in Active Market for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
December 27, 2025
Assets:
Money market mutual funds	$	886.7	$	886.7	$	—	$	—
U.S. Treasury securities	196.7		196.7		—		—

Interest rate swap	1.9		—		1.9		—

Forward foreign currency contracts	1.2		—		1.2		—

Total	$	1,086.5	$	1,083.4	$	3.1	$	—
Liabilities:


Forward foreign currency contracts	5.4		—		5.4		—
Total	$	5.4	$	—	$	5.4	$	—

September 27, 2025
Assets:
Money market mutual funds	$	740.2	$	740.2	$	—	$	—
U.S. Treasury securities	332.8		332.8		—		—

Interest rate swap	3.2		—		3.2		—

Forward foreign currency contracts	1.6		—		1.6		—
Total	$	1,077.8	$	1,073.0	$	4.8	$	—
Liabilities:


Forward foreign currency contracts	$	6.1	$	—	$	6.1	$	—
Total	$	6.1	$	—	$	6.1	$	—

The Company also has investments in derivative instruments comprised of interest rate swaps, forward foreign currency contracts and foreign currency option contracts (including collars). These instruments were valued using analyses obtained from independent third-party valuation specialists based on market observable inputs, representing Level 2 assets. The fair values of these derivative contracts represent the estimated amounts the Company would receive or pay to terminate the contracts. Refer to Note 11 for further discussion and information on derivative contracts. In addition, the Company has a contingent consideration liability that is recorded at fair value, which is based on Level 3 inputs.

The following table summarizes certain fair value information at June 28, 2025 and September 28, 2024 for investment assets and other liabilities measured at fair value on a recurring basis, as well as the carrying amount of certain investments.

			Fair Value at Reporting Date Using
	Fair Value		Quoted Prices inActive Market forIdentical Assets(Level 1)		SignificantOtherObservableInputs (Level 2)		SignificantUnobservableInputs (Level 3)
June 28, 2025
Assets:
Money market mutual funds	$	461.9	$	461.9	$	—	$	—
U.S. Treasury securities	380.9		380.9		—		—
Interest rate swaps	4.5		—		4.5		—
Forward foreign currency contracts	0.1		—		0.1		—
Total	$	847.4	$	842.8	$	4.6	$	—
Liabilities:
Forward foreign currency contracts	11.1		—		11.1		—
Total	$	11.1	$	—	$	11.1	$	—
September 28, 2024
Assets:
Money market mutual funds	$	341.7	$	341.7	$	—	$	—
U.S. Treasury securities	626.3		626.3		—		—
Commercial paper	24.9		24.9		—		—
Interest rate swaps	3.1		—		3.1		—
Foreign currency option contracts	0.8		—		0.8		—
Total	$	996.8	$	992.9	$	3.9	$	—
Liabilities:
Contingent consideration	$	1.1	$	—	$	—	$	1.1
Interest rate swaps	0.2		—		0.2		—
Forward foreign currency contracts	12.6		—		12.6		—
Total	$	13.9	$	—	$	12.8	$	1.1

Liabilities Measured and Recorded at Fair Value on a Recurring Basis

Changes in the fair value of recurring fair value measurements using significant unobservable inputs (Level 3), which solely consisted of contingent consideration liabilities, during the three and nine month periods ended June 28, 2025 and June 29, 2024 were as follows:

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		Three Months Ended				Nine Months Ended
		June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024
Balance at beginning of period		$	1.1	$	1.1	$	1.1	$	2.0
	Contingent consideration recorded at acquisition	—		—		—		—
	Fair value adjustments	—		—		—		1.7
	Payments	(1.1)		—		(1.1)		(2.6)
Balance at end of period		$	—	$	1.1	$	—	$	1.1

Assets Measured and Recorded at Fair Value on a Nonrecurring Basis

The Company remeasures the fair value of certain assets and liabilities upon the occurrence of certain events. Such assets are comprised of equity investments ~~and long-lived assets, primarily~~ property, plant and equipment, intangible assets and goodwill. ~~During~~There ~~the~~were ~~second~~no ~~quarter~~remeasurements ~~of fiscal 2025, the Company recorded intangible asset impairment charges, excluding an~~ in~~-process~~ ~~research and development project from~~ the ~~Mobidiag~~three ~~acquisition,~~months ~~aggregating~~ended ~~$204.0~~December ~~million related to developed technology~~27, ~~trade~~2025 ~~names,~~ and customer relationships acquired in the Acessa, Bolder, Diagenode and Mobidiag acquisitions. The Acessa and Bolder businesses are part of the Company’s GYN Surgical segment and the Diagenode and Mobidiag businesses are part of the Company’s Diagnostics segment. The total charges by asset group for each of Acessa, Bolder, Diagenode and Mobidiag were $61.9December ~~million~~28, ~~$64~~2024.5 million, $38.6 million, and $39.0 million, respectively. Subsequent to the impairment charges, the carrying values of the definite-lived intangible assets for the Acessa, Bolder, Diagenode and Mobidiag asset groups were $7.2 million, zero, $3.0 million, and $6.7 million, respectively. The Company also recorded a $16.9 million impairment charge for an in-process research and development project from the Mobidiag acquisition, reducing the carrying value to $5.0 million.

During the third quarter of fiscal 2024, the Company recorded intangible asset impairment charges of $13.3 million and $0.4 million, respectively, related to its BioZorb developed technology and trade name intangible assets acquired in the Focal acquisition, which is within the Breast Health reportable segment, reducing the carrying value of the assets to zero. During the second quarter of fiscal 2024, the Company recorded intangible asset impairment charges of $25.9 million and $0.9 million, respectively, related to its BioZorb developed technology and trade name intangible assets reducing the carrying value of the assets to $13.9 million and $0.5 million, respectively. See Note 18 for further discussion.

During the first quarter of fiscal 2024, the Company recorded a $12.5 million impairment charge for right-of-use lease assets related to the closure of its Mobidiag facilities in Finland and France (see Note 8 for further discussion), reducing the carrying value to zero. In addition, during the first quarter of fiscal 2024, the Company recorded a $4.3 million impairment charge for an in-process research and development project from the Mobidiag acquisition, reducing the carrying value of this asset to $22.4 million. There were no other remeasurements in the three and nine months ended June 28, 2025 and June 29, 2024.

Disclosure of Fair Value of Financial Instruments

The Company’s financial instruments mainly consist of cash and cash equivalents, United States Treasury securities, ~~commercial paper,~~ accounts receivable, equity investments, an interest rate ~~swaps~~swap, forward foreign currency contracts, ~~foreign currency option contracts,~~ insurance contracts, accounts payable and debt obligations. The carrying amounts of the Company’s cash and cash equivalents, accounts receivable and accounts payable approximate their fair value due to the short-term nature of these instruments. The Company’s United States Treasury securities, ~~commercial paper,~~ interest rate ~~swaps~~swap, forward foreign currency contracts ~~and foreign currency option contracts~~ are recorded at fair value. The carrying amount of the insurance contracts are recorded at the cash surrender value, as required by U.S. GAAP, which approximates fair value. The Company believes the carrying amounts of its equity investments approximate fair value.

The Company’s cash and cash equivalents and short investments ~~as of June 28, 2025~~ were as follows:


	December 27, 2025
	Valuation								Balance Sheet Classification
in millions	Cost		Unrealized Gains		Unrealized Losses		Fair Value		Cash and cash equivalents		Investments
Cash	$	1,281.3	$	—	$	—	$	1,281.3	$	1,281.3	$	—
Money market mutual funds	886.7		—		—		886.7		886.7		—
U.S. Treasury debt securities	196.6		0.1		—		196.7		—		196.7

Total	$	2,364.6	$	0.1	$	—	$	2,364.7	$	2,168.0	$	196.7

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	September 27, 2025
	Valuation								Balance Sheet Classification
in millions	Cost		Unrealized Gains		Unrealized Losses		Fair Value		Cash and cash equivalents		Investments
Cash	$	1,~~036~~129.37	$	—	$	—	$	1,~~036~~129.37	$	1,~~036~~129.37	$	—
Money market mutual funds	~~461~~740.92		—		—		~~461~~740.92		~~461~~740.92		—
U.S. Treasury debt securities	~~380~~332.87		0.1		—		~~380~~332.98		~~237~~89.06		~~143~~243.92
Total	$	12,~~879~~202.06	$	0.1	$	—	$	12,~~879~~202.17	$	1,~~735~~959.25	$	~~143~~243.92

The Company classifies its investments in debt securities as available-for-sale and records them at fair value, with changes in fair value reported as a component of accumulated other comprehensive income (loss), which was immaterial for the three ~~and nine~~ months ended ~~June~~December 2827, 2025. The Company periodically assesses these securities for potential impairment losses and credit losses. The amount of credit losses, if any, will be determined by comparing the difference between the present value of future cash flows expected to be collected on these securities and the amortized cost. There were no impairments and credit losses related to available-for-sale securities for the three ~~and nine~~ months ended ~~June~~December 2827, 2025. and December 28, 2024.

The Company classifies all highly liquid investments with stated maturities of three months or less from the date of purchase as cash equivalents. The Company reviews the fair value hierarchy classification on a quarterly basis. Changes in the ability to observe valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy. There were no transfers into or out of Level 3 during the three ~~and nine~~ months ended ~~June~~December 2827, 2025 and ~~June~~December 2928, 2024~~, respectively~~. There were no sales prior to maturity of available-for-sale securities during the three ~~and nine~~ months ended ~~June~~December 2827, 2025.

The fair value of the available-for-sale securities by contractual maturity as of ~~June~~December 2827, 2025 and September 2827, ~~2024~~2025 were as follows:

	June 28, 2025		September 28, 2024
	December 27, 2025		September 27, 2025
in millions	Fair Value		Fair Value
Due in three months or less	$	~~698.9~~—	$	~~723~~89.16
Due after three months through one year	~~143~~196.97		~~173~~243.42
Due after one year through five years	—		~~96.4~~—
Total available-for-sale securities	$	~~842~~196.87	$	~~992~~332.98

Amounts outstanding under the Company’s ~~2021~~2025 Credit Agreement of $1.17 billion aggregate principal as of ~~June~~December 2827, 2025 are subject to variable rates of interest based on current market rates, and as such, the Company believes the carrying amount of these obligations approximates fair value. The Company’s 4.625% Senior Notes due 2028 (the “2028 Senior Notes”) and 3.250% Senior Notes due 2029 (the “2029 Senior Notes”) had fair values of $~~396~~400.80 million and $~~905~~938.17 million, respectively, as of ~~June~~December 2827, 2025 based on their trading prices, representing a Level 1 measurement. Refer to Note 97 for the carrying amounts of the various components of the Company’s debt.

(5) Business Combinations

Fiscal 2025 Acquisitions

Gynesonics

On January 2, 2025, the Company completed the acquisition of Gynesonics, Inc. (“Gynesonics”) for a purchase price of $340.7 million. Gynesonics, located in Redwood City, California, develops and sells a technology intended for diagnostic intrauterine imaging and transcervical treatment of certain symptomatic uterine fibroids, including those associated with heavy menstrual bleeding. Gynesonics’ results of operations are reported in the Company’s GYN Surgical reportable segment from the date of acquisition. In connection with the transaction, the Company recorded a charge of $22.4 million, of which $1.6 million was included in costs of product revenues and $20.8 million was included in operating expenses, in the second quarter of fiscal 2025 for the acceleration of Gynesonics unvested stock options for which the original terms of such awards did not provide for acceleration upon a change-in-control.

The purchase price was allocated to Gynesonics’ ~~preliminary~~ tangible and identifiable intangible assets and liabilities based on their ~~preliminary~~ estimated fair values as of January 2, 2025, as set forth below.

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Cash		$	19.2
Accounts receivable		4.5
Inventory		7.2
Other assets		6.7
Accounts payable and accrued expenses		(21.1)
Identifiable intangible assets:
	Developed technology	140.8
	Trade names	4.0
	Customer relationship	1.3
Deferred income taxes, net		(1214.91)
Goodwill		~~191~~192.02
Purchase Price		$	340.7

In performing the ~~preliminary~~ purchase price allocation, the Company considered, among other factors, the intended future use of acquired assets, analysis of historical financial performance and estimates of future performance of Gynesonics’ business. ~~The~~During ~~allocation~~the first quarter of 2026, the ~~purchase~~Company ~~price~~adjusted isthe ~~preliminary~~value asof ~~the~~deferred ~~Company~~tax ~~continues~~assets tofor ~~gather~~acquired ~~information~~net ~~supporting~~operating ~~the~~losses ~~valuation~~by of$1.2 million ~~acquired~~with ~~assets~~an ~~and~~offset ~~liabilities~~to goodwill.

As part of the ~~preliminary~~ purchase price allocation, the Company determined the identifiable intangible assets ~~are~~were developed technology, trade names, and customer relationships. The ~~preliminary~~ fair value of the intangible assets was estimated using the income approach, and the cash flow projections were discounted using a 12.0% rate. The cash flows were based on estimates used to price the transaction, and the discount rate applied was benchmarked with reference to the implied rate of return from the transaction model and the weighted average cost of capital.

The developed technology assets are comprised of know-how, patents and technologies embedded in Gynesonics’ products and relate to currently marketed products. The developed technology assets comprise the primary products under the Sonata technology platform.

The ~~preliminary~~ estimate of the weighted average life for the developed technology assets was 13 years, customer relationships was 13 years and trade name assets was 13 years. The calculation of the excess of the purchase price over the estimated fair value of the tangible net assets and intangible assets acquired was recorded to goodwill. Factors contributing to the recognition of the amount of goodwill were primarily based on anticipated strategic and synergistic benefits that are expected to be realized from the Gynesonics acquisition. These expected benefits include expanding the Company’s surgical portfolio and utilizing GYN Surgical’s sales and regulatory expertise to drive adoption of the products and revenue growth. None of the goodwill is expected to be deductible for income tax purposes.

Fiscal 2024 Acquisitions

Endomag

On July 25, 2024, the Company completed the acquisition of Endomagnetics Ltd (“Endomag”) for a purchase price of $313.9 million. Endomag, located in the U.K., develops and sells breast surgery localization and lymphatic tracing technologies. Endomag’s results of operations are reported in the Company’s Breast Health reportable segment from the date of acquisition.

The purchase price was allocated to Endomag’s tangible and identifiable intangible assets and liabilities based on their estimated fair values as of July 25, 2024, as set forth below.

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Cash		$	16.2
Accounts receivable		5.5
Inventory		13.7
Other assets		7.0
Accounts payable and accrued expenses		(22.6)
Identifiable intangible assets:
	Developed technology	180.9
	Trade names	7.4
	Customer relationship	6.5
	In-process research and development	3.0
Deferred income taxes, net		(43.8)
Goodwill		140.1
Purchase Price		$	313.9

In performing the purchase price allocation, the Company considered, among other factors, the intended future use of acquired assets, analysis of historical financial performance and estimates of future performance of Endomag’s business. During the second quarter of 2025, the Company adjusted the value of inventory down by $1.2 million with an offset to goodwill.

As part of the purchase price allocation, the Company determined the identifiable intangible assets are developed technology, trade names, customer relationship and an in-process research and development project. The preliminary fair value of the intangible assets was estimated using the income approach, and the cash flow projections were discounted using a 15.0% rate. The cash flows were based on estimates used to price the transaction, and the discount rate applied was benchmarked with reference to the implied rate of return from the transaction model and the weighted average cost of capital.

The developed technology assets are comprised of know-how, patents and technologies embedded in Endomag’s products and relate to currently marketed products. The developed technology assets comprise the primary product families under the Sentimag, Magseed and Magtrace technology platforms.

The estimate of the weighted average life for the developed technology assets was 11 years, customer relationships was 12 years and trade name assets was 11 years. The calculation of the excess of the purchase price over the estimated fair value of the tangible net assets and intangible assets acquired was recorded to goodwill. Factors contributing to the recognition of the amount of goodwill were primarily based on anticipated strategic and synergistic benefits that are expected to be realized from the Endomag acquisition. These benefits include expanding the Company’s breast care portfolio and utilizing Breast Health’s sales and regulatory expertise to drive adoption and revenue growth. None of the goodwill is expected to be deductible for income tax purposes.

(6) Strategic Investments

Maverix Medical

On November 13, 2023, the Company entered into an agreement with KKR Comet, LLC, an affiliate of KKR & Co. Inc. (“KKR Comet”), to form a legal entity to develop and acquire innovative technologies and commercial operations within the lung cancer space. The new entity, named Maverix Medical LLC (“Maverix”), is managed by Ajax Health. As part of this strategic investment, the Company contributed $24.5 million in return for 45% ownership in the Class A Common units of Maverix, and both the Company and KKR Comet ~~have~~ committed to make additional capital contributions in proportion to the ownership percentages upon meeting certain objectives and as approved by the Maverix board. In accordance with ASC 810, Consolidation, and ASC 323, Investments - Equity Method and Joint Ventures, the Company determined that Maverix is a variable interest entity (“VIE”) however the Company is not the primary beneficiary but does have significant influence. Therefore, this investment is being accounted for under the equity method, which requires the Company to record its proportional share of the investee’s net income (loss). This investment is recorded within Other assets in the Consolidated Balance Sheets and the net investment as of ~~June~~December 2827, 2025 was $2427.02 million, and the Company’s proportionate share of Maverix’s net loss for the three ~~and nine~~ months ended ~~June~~December 2827, 2025 and December 28, 2024 was $2.58 million and $51.95 million, respectively.

During the first quarter of fiscal 2025, the Company received a capital call notice for 13.3% of total committed capital for a total amount of $9.0 million, which was paid in January 2025. The Company’s ownership interest did not change.15

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During the first quarter of fiscal 2026, the Company received a capital call notice for 13.3% of total committed capital for a total amount of $9.0 million, which was paid in December 2025. During the first quarter of fiscal 2025, the Company received a capital call notice for 13.3% of total committed capital for a total amount of $9.0 million, which was paid in January 2025. The Company’s ownership interest did not change from either capital call.

Other

The Company holds other non-marketable equity securities as part of its strategic investments portfolio. Other non-marketable equity securities are measured at cost, less any impairment, adjusted for observable price changes in orderly transactions for identical or similar investments of the same issuer. In addition, these investments are assessed for indicators of impairment, including adverse changes in technological milestones and financial conditions of the investee. Changes in fair value of these strategic investments are recorded in other income (expense), net in the Consolidated Statements of Income. No such changes to fair value or impairments were recorded induring the three ~~and nine~~ months ended ~~June~~December 2827, 2025 and ~~June~~December 2928, 2024. At ~~June~~December 2827, 2025 and September 2827, ~~2024~~2025, the Company’s investments in equity securities without readily determinable fair values totaled $5368.31 million and $2553.31 million, respectively, and ~~are~~were included in Other assets on the Consolidated Balance Sheets.

(7) ~~Disposition~~Borrowings and Credit Arrangements

Sale of SuperSonic Imagine Ultrasound Imaging Business

On September 28, 2023, the Company executed an agreement to sell its SSI ultrasound imaging business to SSH Holdings Limited for a sales price of $1.9 million in cash. Under the terms of the contract, the Company agreed to fund the SSI business with $33.2 million of cash. The sale was completed on October 3, 2023, which was the beginning of the first quarter of fiscal 2024. The Company also agreed to provide certain transition services for up to one year, depending on the nature of the service. The SSI ultrasound imaging asset group met the criteria to be classified as assets held-for-sale in the fourth quarter of fiscal 2023. As a result, the Company recorded a charge of $51.7 million in the fourth quarter of fiscal 2023 to record the asset group to its fair value less costs to sell pursuant to ASC 360, Property, Plant and Equipment-Impairment or Disposal of Long-Lived Assets.

The Company concluded that this disposal did not qualify as a discontinued operation as the sale of the SSI ultrasound imaging business was deemed to not be a strategic shift having or that will have a major effect on the Company’s operations and financial results.

(8) Restructuring

During the third quarter of fiscal 2025, the Company made the decision to reorganize and reduce costs in China resulting in the termination of 85 employees across various divisions and departments. As a result, the Company recorded $4.1 million for severance benefits during the third quarter of fiscal 2025 pursuant to ASC 420, Exit or Disposal Cost Obligations (ASC 420) and ASC 712, Compensation-Nonretirement Postemployment Benefits (ASC 712) depending on the employee. This action was completed within the third quarter of fiscal 2025.

During the second quarter of fiscal 2025, the Company decided to reorganize certain departments and reduce costs resulting in the termination of 50 employees in the Breast Health and Surgical divisions and Corporate functions in the U.S. across multiple departments. As a result, the Company recorded $5.0 million for severance benefits during the second quarter of fiscal 2025 pursuant to ASC 420 and ASC 712, depending on the employee. These actions were completed within the second quarter of fiscal 2025.

During the first quarter of fiscal 2024, the Company further refined its strategy for the Mobidiag business, which is within the Diagnostics reportable segment. The strategy change included the decision to discontinue the manufacture and sale of certain products, closure of its facilities in Finland and France, and to transfer the development activities and operations to the Company’s San Diego, California location. As a result, the Company determined certain fixed assets lives should be shortened and that lease assets were impaired at the affected facilities and recorded accelerated depreciation of $7.2 million and a lease asset impairment charge of $12.5 million. In connection with this plan, the Company finalized its decision to terminate the employees at these locations, totaling 190. The Company initiated discussions with the respective Works Councils at the end of the first quarter of fiscal 2024. In addition, the Company recorded the minimum statutory severance benefit for the employees located in France of $1.8 million pursuant to ASC 712 at that time. During the second quarter of fiscal 2024, the Company finalized its negotiations with the respective Works Councils and communicated the termination and related severance benefits to the affected employees. The majority of the severance benefits were recorded pursuant to ASC 420, which requires the severance benefits to be recognized ratably over the service period to obtain such benefits as the employees ceased employment in phases. The Company recorded severance charges of $1.0 million and $3.4 million during the three and nine months ended June 28, 2025, respectively, and $3.9 million and $7.9 million during the three and nine months ended June 29, 2024, respectively. For the year ended September 28, 2024, the Company recorded total severance charges of $11.9 million.

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This action was completed in the third quarter of fiscal 2025 and the total severance charges, including accelerated stock compensation, were $16.4 million.

During the first quarter of fiscal 2022, the Company finalized its decision to close its Danbury, Connecticut facility where it manufactured its Breast Health capital equipment products. The manufacturing of the Breast Health capital equipment products and all other support services were transferred to the Company’s Newark, Delaware facility. This action and related transition of manufacturing was completed in the first quarter of fiscal 2025. In addition, research and development, sales and services support and administrative functions were transferred to the Company’s Newark, Delaware and Marlborough, Massachusetts facilities. The employees were notified of the closure during the first quarter of fiscal 2022, and the majority of employees located in Danbury were given the option to relocate to the new locations. The Company terminated approximately 117 employees and recorded severance benefits ratably over the required service period pursuant to ASC 420. During the three and nine months ended June 28, 2025, the Company recorded severance benefit charges of zero and $1.4 million, respectively, and $0.9 million and $2.7 million during the three and nine months ended June 29, 2024, respectively. Total severance charges, including retention, relocation and outplacement costs, were $9.0 million. In addition, the Company recorded $0.7 million and $1.8 million of site closure costs during the three and nine months ended June 28, 2025, respectively.

(9) Borrowings and Credit Arrangements

The Company’s borrowings consisted of the following:

	June 28,2025		September 28,2024
	December 27,2025		September 27,2025
Current debt obligations, net of debt discount and deferred issuance costs:
Term Loan*	$	—	$	37.5
Term Loan	$	5.8	$	2.9
Total current debt obligations	$	—5.8	$	372.59
Long-term debt obligations, net of debt discount and issuance costs:
Term Loan	$	1,~~168~~161.50	$	1,~~158~~163.78
2028 Senior Notes	398.15		~~397~~398.63
2029 Senior Notes	~~942~~943.4		~~940~~942.89
Total long-term debt obligations	$	2,~~509~~502.09	$	2,~~497~~505.10
Total debt obligations	$	2,~~509~~508.07	$	2,~~534~~507.69

*The Term Loan debt obligation as of June 28, 2025 ~~reflects entering into the amended 2021~~ Credit Agreement ~~effective July 15, 2025 (as discussed below), which resulted in a change in the principal maturity schedule.~~

On July 15, 2025, the Company, together with certain of its subsidiaries, refinanced its then existing term loan and revolving credit facility with Bank of America, N.A. in its capacity as Administrative Agent, Swing Line Leader and L/C Issuer, and certain other lenders (the “2021 Credit Agreement”) by entering into a Refinancing Amendment No. 4 (the “2025 Credit Agreement”). The 2025 Credit agreement provided a $1.169 billion secured term loan (“2025 Term Loan”) with a stated maturity date of July 15, 2030, and a $1.25 billion secured revolving credit facility (the “2025 Revolver”). As of December 27, 2025, the principal amount outstanding was $1.169 billion, and the interest rate was 4.83% per annum. No amounts were outstanding under the 2025 Revolver, and the full amount was available to be borrowed by the Company.

OnThe ~~September~~2025 ~~27,~~Credit ~~2021,~~Agreement ~~the~~contains ~~Company~~two ~~and~~financial ~~certain~~covenants: ofa ~~its~~total ~~subsidiaries~~leverage ~~refinanced~~ratio ~~its then existing term loan~~ and ~~revolving~~an ~~credit~~interest ~~facility~~coverage ~~with~~ratio, ~~Bank~~both of ~~America,~~which ~~N.A.~~are inmeasured ~~its capacity~~ as ~~Administrative~~of ~~Agent, Swing Line Lender and L/C Issuer, and certain other lenders (~~the ~~“2018~~last ~~Credit~~day ~~Agreement”)~~of byeach ~~entering~~fiscal ~~into~~quarter on a ~~Refinancing~~latest ~~Amendment~~twelve-month ~~(the~~basis. ~~“2021~~The ~~Credit~~terms ~~Agreement”).~~and Oncalculations ~~August~~thereof ~~22,~~are ~~2022,~~defined ~~the~~in ~~Company~~ further ~~amended~~detail ~~the~~in ~~2021 Credit Agreement to address~~ the ~~planned~~2025 ~~phase out of LIBOR by the UK Financial Conduct Authority. Under this amendment, the interest rates applicable to the loans under the 2021~~ Credit Agreement ~~denominated in U~~.S. ~~dollars~~As ~~were converted to a variant~~ of ~~the~~December ~~secured~~27, ~~overnight financing rate (“SOFR”)~~2025, ~~as established from time to time by~~ the ~~Federal~~Company ~~Reserve~~was ~~Bank~~in ofcompliance ~~New~~with ~~York,~~these ~~plus a corresponding spread~~covenants.

~~The~~Interest ~~2021 Credit Agreement provided a $1.5 billion secured term loan facility (the “2021 Term Loan”) and a $2.0 billion revolving credit facility (the “2021 Revolver”). As of June 28~~expense, ~~2025,~~weighted ~~the~~average ~~principal~~interest ~~amount outstanding under the 2021 Term Loan was $1.17 billion~~rates, and the interest rate ~~was~~at ~~5.42%~~the ~~per~~end ~~annum.~~of Noperiod ~~amounts were outstanding~~ under the ~~2021~~2025 ~~Revolver,~~Credit Agreement and the ~~full~~2021 ~~amount~~Credit ~~was~~Agreement ~~available~~were toas ~~be borrowed by the Company.~~follows:

~~Interest expense, weighted average interest rates, and the interest rate at the end of period under the 2021 Credit Agreement were as follows:~~ 16

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	Three Months Ended						~~Nine Months Ended~~
	June 28, 2025			June 29, 2024			June 28, 2025			June 29, 2024
	December 27, 2025			December 28, 2024
Interest expense	$	1715.58		$	2118.19		$	~~54.0~~		$	~~64.9~~
Weighted average interest rate	5.4200		%	65.4366		%	~~5.50~~		%	~~6.43~~		%
Interest rate at end of period	54.4283		%	65.44		%	~~5.42~~		%	~~6.44~~		%

The Company has ~~entered~~an ~~into~~outstanding interest rate swap ~~agreements~~agreement, which fixed the SOFR component of the variable interest rate on a portion of the aggregate principal under the 2025 Term Loan and the 2021 Term Loan. Under ~~these~~this interest rate swap ~~agreements~~agreement, the Company received $1.73 million and $51.06 million during the three ~~and nine~~ months ended ~~June~~December 2827, 2025, ~~respectively,~~ and ~~$2.4 million~~December ~~and $14.4 million during the three and nine months ended June 29~~28, 2024, respectively. These amounts were recorded as a reduction to interest expense in the Statements of Income. See Note 119 for additional information.

The 2021 Credit Agreement contains two financial covenants; a total leverage ratio and an interest coverage ratio, both of which are measured as of the last day of each fiscal quarter. These terms, and calculations thereof, are defined in further detail in the 2021 Credit Agreement. As of June 28, 2025, the Company was in compliance with these covenants.

2025 Credit Agreement - Subsequent Event

On July 15, 2025, the Company, together with certain of its subsidiaries, refinanced its 2021 Term Loan and 2021 Revolver by entering into Refinancing Amendment No. 4 and Amendment to Pledge and Security Agreement (“2025 Credit Agreement”) to its Amended and Restated Credit and Guaranty Agreement, dated as of October 3, 2017 (as amended, restated, supplemented or otherwise modified from time to time prior to Refinancing Amendment No.4) with Bank of America, N.A. in its capacity as Administrative Agent, Swing Line Lender and L/C Issuer, and certain other lenders. All of the proceeds under the 2025 Term Loan were used to repay the amounts outstanding. Borrowings under the 2025 Credit Agreement are secured by first-priority liens on, and a first-priority security interest in (in each case subject to certain liens permitted under the 2025 Credit Agreement), substantially all of the Company's U.S. assets of the Subsidiary Guarantors. These liens are subject to release during the term of the facilities if the Company is able to achieve certain corporate or corporate family ratings and other conditions are met. The credit facilities under the 2025 Credit Agreement consist of:

•A $1.17 billion secured term loan (“2025 Term Loan”) with a stated maturity date of July 15, 2030; and

•A secured revolving credit facility (the “2025 Revolver”) under which the Borrowers may borrow up to $1.25 billion, subject to certain sublimits, with a stated maturity date of July 15, 2030.

Borrowings under the 2025 Credit Agreement, other than Swing Line Loans, bear interest, at the Company's option, at the Base Rate, at the Alternative Currency Daily Rate, at the Alternative Currency Term Rate, or as Term SOFR Loans, in each case plus the Applicable Rate (in each case, as defined in Refinancing Amendment No.4).

The Applicable Rate with respect to the Base Rate, the Alternative Currency Daily Rate and the Alternative Currency Term Rate and for Daily SOFR Loans and Term SOFR Loans is subject to specified changes depending on the Total Net Leverage Ratio (as defined in Refinancing Amendment No.4). The Term Loan borrowings initially bear interest at an annual rate equal to Term SOFR plus 1.10%.

The Company is required to pay a quarterly commitment fee on the undrawn committed amount available under the 2025 Revolver. The per annum rate of the commitment fee is initially 0.15% and, after September 27, 2025, is subject to adjustment to a maximum of 0.20% per annum based on the Company’s Total Net Leverage Ratio.

There were no changes to the terms of the 2025 Credit Agreement that impact the accounting for the existing interest rate swap contract, and therefore, the interest rate swap continues to be highly effective at offsetting the cash flows being hedged. Please refer to Note 11 for further details.

2028 Senior Notes

As of ~~June~~December 2827, 2025, the Company had 4.625% Senior Notes due 2028 (the “2028 Senior Notes”) outstanding in the aggregate principal balance of $400 million. The 2028 Senior Notes are general senior unsecured obligations of the Company and are guaranteed on a senior unsecured basis by certain of the Company’s domestic subsidiaries and mature on February 1, 2028.

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2029 Senior Notes

As of ~~June~~December 2827, 2025, the Company had 3.250% Senior Notes due 2029 (the “2029 Senior Notes”) outstanding in the aggregate principal balance of $950 million. The 2029 Senior Notes are general senior unsecured obligations of the Company and are guaranteed on a senior unsecured basis by certain of the Company’s domestic subsidiaries and mature on February 15, 2029.

Interest expense for the 2029 Senior Notes and 2028 Senior Notes was as follows:

			Three Months Ended				~~Nine Months Ended~~
	Interest Rate		~~June~~December 2827, 2025		~~June~~December 2928, 2024		~~June 28, 2025~~		~~June 29, 2024~~
2028 Senior Notes	4.625	%	$	4.8	$	4.8	$	~~14.4~~	$	~~14.4~~
2029 Senior Notes	3.250	%	8.2		8.2		~~24.6~~		~~24.7~~
Total			$	13.0	$	13.0	$	~~39.0~~	$	~~39.1~~

(108) Trade Receivables and Allowance for Credit Losses

The Company applies ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) to its trade receivables and allowances for credit losses, which requires that financial assets measured at amortized cost be presented at the net amount expected to be collected. The expected credit losses are developed using an estimated loss rate method that considers historical collection experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. The estimated loss rates are applied to trade receivables with similar risk characteristics such as the length of time the balance has been outstanding and the location of the customer. In certain instances, the Company may identify individual trade receivable assets that do not share risk characteristics with other trade receivables, in which case the Company records its expected credit losses on an individual asset basis. For example, potential adverse changes to customer liquidity from new macroeconomic events, such as pandemics and inflation, must be taken into consideration. To date, the Company has not experienced significant customer payment defaults or identified other significant collectability concerns. In connection with assessing credit losses for individual trade receivable assets, the Company considers significant factors relevant to collectability including those specific to the customer such as bankruptcy, length of time an account is outstanding, and the liquidity and financial position of the customer. If a trade receivable asset is evaluated on an individual basis, the Company excludes those assets from the portfolios of trade receivables evaluated on a collective basis.

The following is a rollforward of the allowance for credit losses as of ~~June~~December 2827, 2025 compared to ~~June~~December 2928, 2024:

	Balance atBeginningof Period		Credit Loss (Gain)		Write-offs,Payments and Foreign Exchange		Balance atEnd ofPeriod
Nine Months Ended:
June 28, 2025	$	41.4	$	(0.4)	$	(0.6)	$	40.4
June 29, 2024	$	38.5	$	5.8	$	(2.9)	$	41.4

~~(11)~~Table ~~Derivatives~~of Contents


	Balance at Beginning of Period		Credit Loss (Gain)		Write-offs, Payments and Foreign Exchange		Balance at End of Period
Three Months Ended:
December 27, 2025	$	38.2	$	2.3	$	(0.6)	$	39.9
December 28, 2024	$	41.4	$	(0.3)	$	(1.0)	$	40.1

(9) Derivatives

Interest Rate Swaps - Cash Flow Hedge

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company manages its exposure to some of its interest rate risk through the use of interest rate swaps, which are derivative financial instruments. The Company does not use derivatives for speculative purposes. For a derivative that is designated as a cash flow hedge, changes in the fair value of the derivative are recognized in accumulated other comprehensive income (“AOCI”) to the extent the derivative is effective at offsetting the changes in the cash flows being hedged until the hedged item affects earnings.

InOn ~~fiscal~~March ~~2019~~23, 2023, the Company entered into antwo consecutive interest rate swap ~~contract~~contracts with the first contract having an effective date of December 2317, ~~2020~~2023 and aterminating ~~termination~~on ~~date of~~ December 1727, ~~2023~~2024 (~~during~~ the first quarter of fiscal ~~2024~~2025), toand ~~hedge~~the asecond ~~portion~~contract having an effective date of ~~its~~December ~~variable~~27, ~~rate~~2024 ~~debt.~~and Onterminating ~~August~~on September 25, ~~2022~~2026. The notional amount of these swaps was $500 million, and the first interest rate swap ~~agreement~~fixed ~~was~~the ~~restructured~~SOFR ~~(consistent~~component ~~with~~of the ~~2021~~variable ~~Credit~~interest ~~Agreement)~~rate toat ~~convert~~3.46%, and the ~~benchmark~~second interest rate ~~from~~swap ~~LIBOR~~fixes to the SOFR component of the variable interest rate ~~effective~~at ~~September~~2.98%. ~~23,~~The ~~2022~~critical ~~with~~terms aof ~~termination~~the ~~date~~interest rate swaps were designed to mirror the terms of ~~December~~the ~~17,~~Company’s ~~2023~~SOFR-based borrowings under the 2025 Credit Agreement and therefore are highly effective at offsetting the cash flows being hedged. The Company ~~applied~~designated this derivative as a cash flow hedge of the ~~practical~~variability ~~and~~of ~~optional~~the ~~expedients~~SOFR-based ininterest ~~ASC~~payments ~~848,~~on ~~Reference~~$500 million ~~Rate~~of ~~Reform~~principal. Therefore, changes in ~~evaluating~~the fair value of the ~~impact~~swap are recorded in AOCI. The fair value of the remaining interest rate swap was an asset position of $1.9 million as of December 27, 2025.

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of modifying the contract, which resulted in no change to the accounting for this derivative contract. The notional amount of this swap was $1.0 billion. The restructured interest rate swap fixed the SOFR component of the variable interest rate on $1.0 billion of the notional amount under the 2021 Credit Agreement at 1.23%. The critical terms of the restructured interest rate swap were designed to mirror the terms of the Company’s SOFR-based borrowings under the 2021 Credit Agreement and therefore were highly effective at offsetting the cash flows being hedged. The Company designated this derivative as a cash flow hedge of the variability of the SOFR-based interest payments on $1.0 billion of principal. Therefore, changes in the fair value of the swap were recorded in AOCI. The contract expired during the first quarter of fiscal 2024.

On March 23, 2023, the Company entered into two consecutive interest rate swap contracts with the first contract having an effective date of December 17, 2023 and terminating on December 27, 2024, and the second contract having an effective date of December 27, 2024 and terminating on September 25, 2026. The notional amount of these swaps is $500 million, and the first interest rate swap fixed the SOFR component of the variable interest rate at 3.46%, and the second interest rate swap fixes the SOFR component of the variable interest rate at 2.98%. The critical terms of the interest rate swaps are designed to mirror the terms of the Company’s SOFR-based borrowings under the 2021 Credit Agreement and therefore are highly effective at offsetting the cash flows being hedged. The Company designated this derivative as a cash flow hedge of the variability of the SOFR-based interest payments on $500 million of principal. Therefore, changes in the fair value of the swap are recorded in AOCI. The fair value of the remaining interest rate swap was an asset position of $4.5 million as of June 28, 2025. On July 15, 2025, the Company refinanced its 2021 Credit Agreement as discussed in Note 9. There were no changes to the terms of the 2025 Credit Agreement that impact the accounting of the existing interest rate swap contract, and therefore, the interest rate swap continues to be highly effective at offsetting the cash flows being hedged.

Forward Foreign Currency Exchange Contracts and Foreign Currency Option Contracts

The Company enters into forward foreign currency exchange contracts ~~and foreign currency option contracts (including collars)~~ to mitigate certain operational exposures from the impact of changes in foreign currency exchange rates. Such exposures result from the portion of the Company’s cash and operations that are denominated in currencies other than the U.S. dollar, primarily the Euro, the U.K. Pound, the Australian dollar, the Canadian dollar, the Chinese Yuan and the Japanese Yen. These foreign currency contracts are entered into to support transactions made in the ordinary course of business and are not speculative in nature. The Company uses ~~collars and~~ forward contracts as part of its foreign currency hedging strategy to manage the risk associated with fluctuations in foreign currency exchange rates. ~~Collars, which are a combination of a put and call option, limit the range of possible positive or negative returns on an underlying exposure to a specific range.~~ The contracts are generally for periods of one year or less. The Company did not elect hedge accounting for these contracts. As of ~~June~~December 2827, 2025, the notional amount was $~~212~~251.23 million. The change in the fair value of these contracts is recognized directly in earnings as a component of other income (expense), net.

Realized and unrealized gains and losses from these contracts, which were the only derivative contracts not designated for hedge accounting, for the three ~~and nine~~ months ended ~~June~~December 2827, 2025 and ~~June~~December 2928, 2024, respectively, were as follows:

	Three Months Ended				~~Nine Months Ended~~
	June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024
	December 27, 2025		December 28, 2024
Amount of realized gain (loss) recognized in income
Forward foreign currency contracts	$	1(0.92)	$	10.73	$	~~6.2~~	$	~~3.5~~
	$	1(0.92)	$	10.73	$	~~6.2~~	$	~~3.5~~
Amount of unrealized gain (loss) recognized in income
Forward foreign currency contracts	$	~~(13~~0.9)2	$	(022.5)4	$	~~1.6~~	$	~~(6.2)~~
Foreign currency option contracts	—		—(0.4)		~~(0.8)~~		—
	$	~~(13~~0.9)2	$	(022.5)0	$	~~0.8~~	$	~~(6.2)~~
Amount of gain (loss) recognized in income
Total	$	~~(12.0)~~—	$	122.23	$	~~7.0~~	$	~~(2.7)~~

2218

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Financial Instrument Presentation

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the balance sheet as of ~~June~~December 2827, 2025:

	Balance Sheet Location	~~June~~December 2827, 2025		September 2827, ~~2024~~2025
Assets:
Derivative instruments designated as a cash flow hedge:
Interest rate swap contracts	Prepaid expenses and other current assets	$	4.2	$	3.1
Interest rate swap contract	Prepaid expenses and other current assets	$	1.9	$	3.2
Interest rate swap contracts	Other assets	0.3		—
		$	1.9	$	3.2
		$	4.5	$	3.1
Derivatives not designated as hedging instruments:
Forward foreign currency contracts	Prepaid expenses and other current assets	$	0.1.2	$	—1.6
Foreign currency option contracts	Prepaid expenses and other current assets	—		0.8
		$	1.2	$	1.6
		$	0.1	$	0.8
Liabilities:
Derivative instruments designated as a cash flow hedge:
Interest rate swap contract	Other long-term liabilities	$	—	$	0.2
Derivatives not designated as hedging instruments:
Forward foreign currency contracts	Accrued expenses	$	115.14	$	~~12.~~6.1

The following table presents the unrealized gain (loss) recognized in AOCI related to interest rate swaps for the following reporting periods:

	Three Months Ended				~~Nine Months Ended~~
	June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024
	December 27, 2025		December 28, 2024
Amount of gain (loss) recognized in other comprehensive income, net of taxes:
Interest rate swaps	$	(1.0)	$	0.3	$	1.2	$	(9.3)
Interest rate swap	$	(1.0)	$	4.9
Total	$	(1.0)	$	04.39	$	~~1.2~~	$	~~(9.3)~~

(1210) Commitments and Contingencies

Litigation and Related Matters

OnAs previously disclosed by the Company, including in its most recent Annual Report on Form 10-K, on November 4, 2022, a product liability complaint was filed against the Company in Massachusetts state court by a group of plaintiffs who ~~claim~~claimed they sustained injuries caused by the BioZorb 3D Bioabsorbable Marker, and additional complaints were subsequently filed alleging similar claims. The BioZorb device is an implantable three-dimensional marker that helps clinicians overcome certain challenges presented by breast conserving cancer surgery (lumpectomy). The complaints ~~allege~~alleged that the plaintiffs suffered side effects that were not disclosed in the BioZorb instructions for use and ~~make~~made various additional claims related to the design, manufacture and marketing of the device. Complaints ~~have~~were ~~been~~ filed on behalf of approximately ~~175~~200 plaintiffs, one pending in Massachusetts state court, ~~two~~and ~~pending~~the remainder in U.S. District Court for the ~~Western~~ District of ~~Kentucky~~Massachusetts. In November 2025, ~~and~~the parties reached an agreement in principle, which was disclosed to the ~~remainder~~court and later documented in ~~U.S.~~a ~~District~~formal ~~Court~~settlement ~~for~~agreement executed on January 7, 2026, to resolve the ~~District~~BioZorb litigation with no admission of ~~Massachusetts~~liability by the Company. ~~While~~The settlement amount is fully covered by insurance, and the Company ~~believes~~expects it ~~has~~will ~~valid~~bear ~~defenses~~no ~~and~~financial ~~plans~~liability related to ~~vigorously~~the ~~defend~~settlement ~~its~~agreement. ~~position~~The settlement agreement is subject to certain contingencies, ~~litigation~~including ~~can~~a beparticipation ~~costly~~threshold ~~and~~(analogous ~~unpredictable~~to a class action opt out threshold), and atif ~~this~~all ~~early~~conditions ~~stage~~are satisfied, the ~~Company~~agreement ~~cannot~~will ~~reasonably~~result ~~assess~~in the ~~outcome~~dismissal with prejudice of ~~this~~the ~~matter~~substantial majority of BioZorb cases.

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In connection with the potential merger with Blackstone and TPG (the “Merger”), the Company filed with the U.S. Securities and Exchange Commission (the “SEC”) a preliminary proxy statement (the “Preliminary Proxy Statement”) on December 12, 2025 and a definitive proxy statement (the “Definitive Proxy Statement”) on December 23, 2025. Purported stockholders of the Company have filed a class action lawsuit and individual actions against the Company and the members of the Company’s board of directors, captioned as follows: Southfield Fire & Police Retirement System v. Hologic, Inc. et al., Case No. 2026-0060-BWD (Del. Ch. January 14, 2026); Smith v. Hologic, Inc., et al., No. 650252/2026 (filed on January 14, 2026), and Thomas v. Hologic, Inc., et al., No. 650272/2026 (filed on January 15, 2026) (the “Complaints”). The Complaints generally allege, among other things, that the Definitive Proxy Statement omits certain purportedly material information regarding the Merger in breach of the directors’ fiduciary duties or in violation of New York state law. The Complaints seek, among other things, to enjoin the stockholder vote on the Merger unless and until the purportedly material information is disclosed. Additionally, beginning on December 15, 2025, the Company has received demand letters (collectively with the Complaint, the “Matters”) from purported stockholders of the Company, alleging that, among other things, the Preliminary Proxy Statement and the Definitive Proxy Statement contain certain disclosure deficiencies and/or incomplete information regarding the Merger. Although the outcome of, or estimate of the possible loss or range of loss from, these Matters cannot be predicted, the Company believes that the allegations contained in these Matters are without merit. Additional complaints and/or demand letters arising out of the Merger may also be filed or received in the future.

The Company is a party to various other legal proceedings, claims, governmental and/or regulatory inspections, inquiries and investigations arising out of the ordinary course of its business. The Company believes that except for those matters described above there are no other proceedings, claims, inspections, inquiries or investigations pending against it, the ultimate resolution of which are reasonably likely based upon management’s assessment, to have a material adverse effect on its financial condition or results of operations. It is possible that future results for any particular quarter or annual period may be materially affected by changes in our assumptions or the effectiveness of our strategies relating to these matters. In all cases, at each reporting period, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under ASC 450, Contingencies (ASC 450). Legal costs are expensed as incurred.

(1311) Net Income Per Share

A reconciliation of basic and diluted share amounts is as follows:

Three Months Ended

~~Nine Months Ended~~

June 28,2025

June 29,2024

June 28,2025

June 29,2024

December 27,2025

December 28,2024

Basic weighted average common shares outstanding

224,~~315~~405

~~234~~230,~~604~~284

~~226,791~~

~~236,373~~

Weighted average common stock equivalents from assumed exercise of stock options and issuance of restricted stock units

1,~~147~~474

1,~~862~~823

~~1,395~~

~~1,708~~

Diluted weighted average common shares outstanding

225,~~462~~879

~~236~~232,~~466~~107

~~228,186~~

~~238,081~~

Weighted-average anti-dilutive shares related to:

Outstanding stock options and restricted stock units

21,~~730~~449

~~933~~829

~~2,124~~

~~1,372~~

~~(14) Stock-Based Compensation~~20

The following presents stock-based compensation expense in the Company’s Consolidated Statements of Income:

	Three Months Ended				Nine Months Ended
	June 28,2025		June 29,2024		June 28,2025		June 29,2024
Cost of revenues	$	2.6	$	2.6	$	9.4	$	8.5
Research and development	1.6		2.2		6.6		8.4
Selling and marketing	3.5		3.5		11.2		10.4
General and administrative	5.8		6.3		44.8		41.8
	$	13.5	$	14.6	$	72.0	$	69.1

The Company granted options to purchase 0.6 million and 0.6 million shares of the Company’s common stock during the nine months ended June 28, 2025 and June 29, 2024, respectively, with weighted-average exercise prices of $77.47 and $72.32, respectively. There were 4.4 million options outstanding at June 28, 2025 with a weighted-average exercise price of $57.77.

Table of Contents

(12) Stock-Based Compensation

The following presents stock-based compensation expense in the Company’s Consolidated Statements of Income:


	Three Months Ended
	December 27, 2025		December 28, 2024
Cost of revenues	$	3.7	$	3.5
Research and development	1.8		2.5
Selling and marketing	4.1		3.7
General and administrative	17.3		20.4

	$	26.9	$	30.1

Pursuant to the Merger Agreement, the Company did not grant any stock options for fiscal 2026. The Company granted options to purchase 0.5 million shares of the Company’s common stock during the three months ended December 28, 2024 with a weighted-average exercise price of $79.38. There were 4.2 million options outstanding at December 27, 2025 with a weighted-average exercise price of $58.31.

The Company uses a binomial model to determine the fair value of its stock options. The weighted-average assumptions utilized to value these stock options are indicated in the following table:

	Three Months Ended						~~Nine Months Ended~~
	June 28,2025			June 29,2024			June 28,2025			June 29,2024
	December 27,2025 (1)			December 28,2024
Risk-free interest rate	~~4.2~~—		%	4.42		%	~~4.2~~		%	~~4.4~~		%
Expected volatility	~~32.5~~—		%	3332.45		%	~~32.5~~		%	~~33.4~~		%
Expected life (in years)	~~4.8~~—			4.8			~~4.8~~			~~4.8~~
Dividend yield	—			—			—			—
Weighted average fair value of options granted	$	~~20.41~~—		$	26.4474		$	~~26.09~~		$	~~25.06~~

~~The Company granted 0.7 million and 0.7 million restricted stock units~~ (“RSUs”) during the nine months ended June 28, 2025 and June 29, 2024, respectively, with weighted-average grant date fair values of $78.45 and $72.03 per unit, respectively. In addition, the Company granted 0.1 ~~million and 0.1 million performance stock units (“PSUs”~~) ~~during~~No the nine months ended June 28, 2025 and June 29, 2024, respectively, to members of its senior management team, which have a weighted-average grant date fair value of $79.00 and $71.92 per unit, respectively. Each recipient of PSUs is eligible to receive between zero and 200% of the target number of shares of the Company’s common stock atoption ~~the~~awards ~~end~~were ~~of a three-year performance period, provided that the Company’s defined Return on Invested Capital metrics are achieved. The Company also~~ granted 0.1 million and 0.1 million of free cash flow performance stock units (“FCF PSUs”) based on a three-year cumulative free cash flow measure to members of its senior management team, which had a grant date fair value of $79.00 and $71.92 per unit during the nine months ended June 28, 2025 and June 29, 2024, respectively. Each recipient of FCF PSUs is eligible to receive between zero and 200% of the target number of shares of the Company’s common stock at the end of the three-year measurement period. The PSUs and FCF PSUs cliff-vest three years from the date of grant, and the Company recognizes compensation expense ratably over the required service period based on its estimate of the probable number of shares that will vest upon achieving the measurement criteria. If there is a change in the ~~estimate~~first ofquarter ~~the number~~ of shares that are probable of vesting, the Company will cumulatively adjust compensation expense in the period that the change in estimate is made. The Company also granted 0.1 million and 0.1 million market stock units (“MSUs”) to members of its senior management team during the nine months ended June 28, 2025 and June 29, 2024, respectively. Each recipient of MSUs is eligible to receive between zero and 200% of the target number of shares of the Company’s common stock at the end of a three-year performance period based upon achieving a certain total shareholder return relative to a defined peer group. The MSUs were valued at $87.41 and $88.06 per share using the Monte Carlo simulation model in fiscal 2025 and 2024, respectively. The MSUs cliff-vest three years from the date of grant, and the Company recognizes compensation expense for the MSUs ratably over the service period. At June 28, 2025, there was 1.8 million in aggregate unvested RSUs, PSUs, FCF PSUs and MSUs outstanding. 2026

AtThe ~~June~~Company granted 1.1 million and 0.8 million restricted stock units (“RSUs”) during the three months ended December 2827, 2025 and December 28, ~~there~~2024, ~~was~~respectively, with weighted-average grant date fair values of $1074.928 ~~million~~ and $5579.488 per unit, respectively. Pursuant to the Merger Agreement, the Company did not grant any performance stock awards for fiscal 2026. The Company granted 0.1 million performance stock units (“PSUs”) during the three months ended December 28, 2024 to members of ~~unrecognized~~its ~~compensation~~senior ~~expense~~management ~~related~~team, which had a weighted-average grant date fair value of $79.39 per unit. Each recipient of PSUs is eligible to ~~stock~~receive ~~options~~between zero and 200% of the target number of shares of the Company’s common stock at the end of a three-year performance period, provided that the Company’s defined Return on Invested Capital metrics are achieved. The Company also granted 0.1 million of free cash flow performance stock units (~~comprised~~“FCF PSUs”) based on a three-year cumulative free cash flow measure to members of ~~RSUs~~its senior management team, ~~PSUs~~which had a grant date fair value of $79.39 per unit during the three months ended December 28, 2024. Each recipient of FCF PSUs is eligible to receive between zero and 200% of the target number of shares of the Company’s common stock at the end of the three-year measurement period. The PSUs and FCF PSUs cliff-vest three years from the date of grant, and the Company recognizes compensation expense ratably over the required service period based on its estimate of the probable number of shares that will vest upon achieving the measurement criteria. If there is a change in the estimate of the number of shares that are probable of vesting, the Company will cumulatively adjust compensation expense in the period that the change in estimate is made. The Company also granted 0.1 million market stock units (“MSUs”), ~~respectively~~to members of its senior management team during the three months ended December 28, 2024. Each recipient of MSUs is eligible to bereceive ~~recognized~~between ~~over~~zero and 200% of the target number of shares of the Company’s common stock at the end of a ~~weighted~~three-~~average~~year performance period ofbased 2upon achieving a certain total shareholder return relative to a defined peer group.5 ~~and~~The 1MSUs were valued at $87.941 per share using the Monte Carlo simulation model in fiscal 2025. The MSUs cliff-vest three years from the date of grant, ~~respectively~~and the Company recognizes compensation expense for the MSUs ratably over the service period. At December 27, 2025, there was 2.1 million in aggregate unvested RSUs, PSUs, FCF PSUs and MSUs outstanding.

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At December 27, 2025, there was $8.0 million and $98.6 million of unrecognized compensation expense related to stock options and stock units (15comprised of RSUs, PSUs, FCF PSUs and MSUs), ~~Other~~respectively, ~~Balance~~to ~~Sheet~~be ~~Information~~recognized over a weighted-average period of 2.3 and 2.0 years, respectively.

	June 28,2025		September 28,2024
Inventories
Raw materials	$	277.2	$	251.4
Work-in-process	64.5		62.0
Finished goods	372.0		366.4
	$	713.7	$	679.8

As a result of the Merger Agreement, at closing of the transaction all outstanding restricted stock units, including PSUs and MSUs, granted by the Company prior to the date of executing the Merger Agreement of October 21, 2025 will be cancelled and converted into the right to receive the merger consideration in respect of each share. At the closing, each Company stock option that is outstanding and unvested will vest in full and will be cancelled and converted into the right to receive the merger consideration less the exercise price.

Property, plant and equipment
Equipment	$	389.0	$	378.1
Equipment under customer usage agreements	575.5		523.1
Building and improvements	253.0		247.1
Leasehold improvements	49.1		44.0
Land	40.9		40.8
Furniture and fixtures	26.5		24.6
Finance lease right-of-use asset	9.2		8.8
	$	1,343.2	$	1,266.5
Less – accumulated depreciation and amortization	(772.7)		(728.7)
	$	570.5	$	537.8

(13) Other Balance Sheet Information

(16) Business Segments and Geographic Information


	December 27, 2025		September 27, 2025
Inventories
Raw materials	$	282.0	$	247.8
Work-in-process	62.9		68.4
Finished goods	343.6		363.2
	$	688.5	$	679.4

The Company has four reportable segments: Diagnostics, Breast Health, GYN Surgical and Skeletal Health. The Company measures and evaluates its reportable segments based on segment revenues and operating income adjusted to exclude the effect of non-cash charges (such as intangible asset amortization expense, and goodwill and intangible asset impairment charges), transaction and integration expenses for acquisitions, restructuring, consolidation and divestiture charges, litigation charges, and other one-time or unusual items.


Property, plant and equipment
Equipment	$	391.1	$	383.8
Equipment under customer usage agreements	596.5		586.8
Building and improvements	261.1		256.1
Leasehold improvements	49.4		49.1
Land	40.9		40.9
Furniture and fixtures	26.4		26.5
Finance lease right-of-use asset	9.2		9.2
	$	1,374.6	$	1,352.4
Less – accumulated depreciation and amortization	(806.3)		(792.8)
	$	568.3	$	559.6

26(14) Business Segments and Geographic Information

The Company reports segment information in accordance with ASC 280, Segment Reporting. Operating segments are identified as components of an enterprise about which separate, discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions about how to allocate resources and assess performance. The Company’s reportable segments have been identified based on the types of products manufactured and the end markets to which the products are sold. Each reportable segment generates revenue from either the sale of medical equipment and related services and/or sale of disposable products and supplies, primarily used for diagnostic testing and surgical procedures. The Company has four reportable segments: Diagnostics, Breast Health, GYN Surgical and Skeletal Health. The Company’s chief executive officer is the chief operating decision maker (“CODM”). The Company measures and evaluates its reportable segments based on segment revenues and segment operating income (loss), which includes cost of revenues and operating expenses. The Company allocates the cost of corporate functions, including depreciation expense, to its segments at predetermined rates. The Company excludes from segment expenses and segment operating income certain transactions and expenses that the CODM considers to not be representative of core operating performance, such as amounts related to intangible asset amortization expense, goodwill and intangible asset impairment charges, transaction and integration expenses for acquisitions and other acquisition related charges, restructuring, consolidation and divestiture charges, legal settlements, and other one-time or unusual items.

The CODM uses segment revenues and segment operating income (loss) primarily in the budget, forecasting and quarterly business review processes. During these evaluations, the CODM analyzes budget and forecast versus actual results, which are used to assess the performance of reportable segments and to allocate resources across reportable segments. The table below reconciles segment revenues to segment operating income (loss) with the expense categories presented reflecting the expenses that the Company has determined to be significant segment expenses. Significant segment expenses are the expense categories that are regularly provided to the CODM for decision making.

Table of Contents

Identifiable assets for the reportable segments consist of inventories, intangible assets, goodwill, and property, plant and equipment. The Company ~~fully allocates depreciation expense to its reportable segments. The Company~~ has presented all other identifiable assets as corporate assets. ~~There were no inter-segment revenues during the three and nine months ended June 28, 2025 and June 29, 2024. Segment information is as follows:~~

	Three Months Ended				Nine Months Ended
			Three Months Ended December 27, 2025
	June 28,2025		June 29,2024		June 28,2025		June 29,2024
			Diagnostics		Breast Health		GYN Surgical		Skeletal Health		Consolidated
Total revenues:
Total revenues			$	464.4	$	375.9	$	180.8	$	26.7	$	1,047.8
Diagnostics	$	448.9	$	440.8	$	1,373.1	$	1,338.7
Segment expenses:
Breast Health	365.2		385.0		1,090.4		1,147.3
Cost of revenues			173.9		157.3		67.6		18.8		417.6
GYN Surgical	178.4		166.6		507.3		484.8
Research and development			26.8		24.0		8.4		0.6		59.8
Skeletal Health	31.3		19.0		80.1		71.5
Sales and marketing			56.5		51.1		44.4		1.9		153.9
	$	1,023.8	$	1,011.4	$	3,050.9	$	3,042.3
General and administrative			49.7		40.7		19.9		2.6		112.9
Income (loss) from operations:
Segment income from operations			$	157.5	$	102.8	$	40.5	$	2.8	$	303.6
Diagnostics	$	111.1	$	89.7	$	249.5	$	210.1
Unallocated amounts:
Breast Health	99.6		102.4		262.8		296.2
Cost of revenue adjustments(1)											2.7
GYN Surgical	48.8		56.7		(29.3)		144.3
Amortization of acquired intangible assets											43.3
Skeletal Health	(4.9)		(4.8)		(5.6)		2.0
Restructuring, integration, acquisition-related charges and legal settlements											20.6
	$	254.6	$	244.0	$	477.4	$	652.6
Income from operations											$	237.0
Depreciation and amortization:
Interest expense, net											(7.9)
Diagnostics	$	46.7	$	51.0	$	143.8	$	168.3
Foreign currency and other non-operating income, net											0.6
Breast Health	13.0		9.3		38.2		29.6
Income before income taxes											$	229.7
GYN Surgical	10.3		11.9		37.7		36.1
(1) Primarily related to costs associated with the shutdown of the Manchester, England manufacturing location, primarily manufacturing period costs and retention benefits related to the merger.
Skeletal Health	0.2		0.1		0.6		0.4
	Three Months Ended December 27, 2025
	$	70.2	$	72.3	$	220.3	$	234.4
	Diagnostics		Breast Health		GYN Surgical		Skeletal Health		Corporate		Consolidated
Capital expenditures:
Depreciation and amortization	$	46.2	$	12.9	$	10.3	$	0.2	$	—	$	69.6
Diagnostics	$	22.6	$	17.7	$	67.1	$	61.7
Capital expenditures	23.7		5.6		4.9		—		0.9		35.1
Breast Health	3.5		10.4		15.3		25.1
Identifiable assets	2,232.6		1,526.7		1,636.8		37.7		3,746.9		9,180.7
GYN Surgical	7.5		4.8		20.3		11.5
Skeletal Health	—		0.7		—		1.1
Corporate	1.3		0.3		3.9		0.5
	$	34.9	$	33.9	$	106.6	$	99.9

	June 28,2025		September 28,2024
Identifiable assets:
Diagnostics	$	2,291.8	$	2,431.3
Breast Health	1,572.8		1,588.9
GYN Surgical	1,652.1		1,419.9
Skeletal Health	35.5		48.3
Corporate	3,253.9		3,667.6
	$	8,806.1	$	9,156.0

The Company had no customers that represented greater than 10% of consolidated revenues during the three and nine months ended June 28, 2025 and June 29, 2024.

The Company operates in the following major geographic areas noted in the below chart. Revenue data is based upon customer location. Other than the United States, no single country accounted for more than 10% of consolidated revenues. The Company’s sales in Europe are predominantly derived from the United Kingdom, Germany, France, Spain, Italy and the Netherlands. The Company’s sales in Asia-Pacific are predominantly derived from China, Australia and Japan. The “Rest of World” designation includes Canada, Latin America and the Middle East.

Table of Contents


			Three Months Ended December 28, 2024
			Diagnostics		Breast Health		GYN Surgical		Skeletal Health		Consolidated
Total revenues			$	470.6	$	369.1	$	166.3	$	15.8	$	1,021.8
Segment expenses:
Cost of revenues			173.8		160.3		44.8		13.1		392.0
Research and development			32.1		21.0		6.5		0.6		60.2
Sales and marketing			59.6		54.8		39.4		3.0		156.8
General and administrative			49.6		43.3		17.0		2.2		112.1
Segment income (loss) from operations			$	155.5	$	89.7	$	58.6	$	(3.1)	$	300.7
Unallocated amounts:
Cost of revenue adjustments(1)											3.2
Amortization of acquired intangible assets											50.7


Restructuring, integration and acquisition-related charges											17.0

Income from operations											$	229.8
Interest expense, net											(6.3)

Foreign currency and other non-operating income, net											24.0
Income before income taxes											$	247.5
(1) Related to the fair value write-up of inventory sold related to the Endomagnetics acquisition.
	Three Months Ended December 28, 2024
	Diagnostics		Breast Health		GYN Surgical		Skeletal Health		Corporate		Consolidated
Depreciation and amortization	$	48.6	$	13.2	$	12.0	$	0.2	$	—	$	74.0
Capital expenditures	17.8		8.9		3.7		—		1.2		31.6

	Year Ended September 27, 2025
	Diagnostics		Breast Health		GYN Surgical		Skeletal Health		Corporate		Consolidated
Identifiable assets	$	2,244.0	$	1,531.3	$	1,644.9	$	31.2	$	3,563.5	$	9,014.9

The Company had no customers that represented greater than 10% of consolidated revenues during the three months ended December 27, 2025 and December 28, 2024.

Revenues by geography as a percentage of total revenues were as follows:

	Three Months Ended				~~Nine Months Ended~~
	June 28,2025		June 29,2024		June 28,2025		June 29,2024
	December 27,2025		December 28,2024
United States	7473.38	%	7574.72	%	~~74.2~~	%	~~74.9~~	%
Europe	1415.54	%	1214.6	%	~~14.5~~	%	~~13.4~~	%
Asia-Pacific	5.94	%	65.49	%	~~5.9~~	%	~~6.4~~	%
Rest of World	5.34	%	5.3	%	~~5.4~~	%	~~5.3~~	%
	100.0	%	100.0	%	~~100.0~~	%	~~100.0~~	%

~~(17) Income Taxes~~24

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(15) Income Taxes

In accordance with ASC 740, Income Taxes, each interim period is considered integral to the annual period, and tax expense is measured using an estimated annual effective tax rate. An entity is required to record income tax expense each quarter based on its annual effective tax rate estimated for the full fiscal year and use that rate to provide for income taxes on a current year-to-date basis, adjusted for discrete taxable events that occur during the interim period.

For the three months ended ~~June~~December 2827, 2025, the Company recorded income tax expense of $4050.16 million resulting in an effective tax rate of 1722.10%. ~~For~~The ~~the nine months ended June 28, 2025, the Company recorded income tax expense of $75.5 million, resulting in an~~ effective tax rate ~~of 16.6%. The effective tax rates~~ for ~~both~~ the three ~~and nine~~ months ended ~~June~~December 2827, 2025 ~~differed~~was ~~from~~higher than the U.S. statutory tax rate primarily due to ~~the~~U.S. ~~geographic~~tax ~~mix~~on offoreign ~~income,~~earnings ~~which~~and ~~was~~income ~~impacted~~tax byreserves, ~~impairment~~partially ~~charges~~offset inby ~~high-tax~~the ~~jurisdictions~~U.S. ~~recorded~~deduction infor ~~the~~foreign ~~second~~derived ~~quarter~~intangible ~~of fiscal 2025~~income, ~~and~~ income earned by the Company’s international subsidiaries, which are generally taxed at rates lower than the U.S. statutory tax rate, ~~the~~and ~~U.S. deduction for foreign derived intangible income,~~ federal and state tax credits~~, and U~~.~~S. tax on foreign earnings.~~

For the three months ended ~~June~~December 2928, 2024, the Company recorded income tax expense of $46.25 million resulting in an effective tax rate of 1918.28%. ~~For the nine months ended June 29, 2024, the Company recorded income tax expense of $32.6 million, resulting in an effective tax rate of 5.1%.~~ The effective tax rate for the three months ended ~~June~~December 2928, 2024 was lower than the U.S. statutory tax rate primarily due to the U.S. deduction for foreign derived intangible income, ~~the geographic mix of~~ income earned by the Company’s international subsidiaries, which are generally taxed at rates lower than the U.S. statutory tax rate, ~~and~~ federal and state tax credits~~. The effective tax rate for the nine months ended June 29~~, ~~2024~~partially ~~was~~offset ~~lower~~by ~~than the~~ U.S. ~~statutory~~ tax ~~rate primarily due to a discrete tax benefit of $107.2 million related to a worthless stock deduction~~ on ~~an investment in one of the Company’s international subsidiaries recorded in the first quarter of fiscal 2024, the U.S. deduction for~~ foreign ~~derived intangible income, and the geographic mix of income earned by the Company’s international subsidiaries, and federal and state tax credits~~earnings.

On July 4, 2025, H.R. 1 (also known as the “One Big Beautiful Bill”) was signed into law, introducing significant changes to U.S. federal tax law. The Company is currently evaluating the provisions of this new legislation and its potential impact on our business, financial condition, and results of operations. Based on its preliminary analysis, the Company does not expect H.R. 1 to have a material effect on its consolidated financial statements for the fiscal year ending September 27, 2025. The Company will continue to monitor developments related to H.R. 1.

Non-Income Tax Matters

The Company is subject to tax examinations for value added, sales-based, payroll and other non-income tax items. A number of these examinations are ongoing in various jurisdictions. The Company takes certain non-income tax positions in the jurisdictions in which it operates and records loss contingencies pursuant to ASC 450. Such amounts were not material for any of the periods presented. In the normal course of business, the Company's positions and conclusions related to its non-income tax positions could be challenged, resulting in assessments by governmental authorities. While the Company believes estimated losses previously recorded are reasonable, certain audits are still ongoing and additional charges could be recorded in the future.

28(16) Intangible Assets

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(18) Intangible Assets

Intangible assets consisted of the following:

Description	As of ~~June~~December 2827, 2025				As of September 2827, ~~2024~~2025
	GrossCarryingValue		AccumulatedAmortization		GrossCarryingValue		AccumulatedAmortization
Acquired intangible assets:
Developed technology	$	4,~~544~~542.71	$	34,~~974~~058.40	$	4,~~567~~540.02	$	34,~~834~~015.08
In-process research and development	83.2		—		253.1		—
Customer relationships	~~593~~594.75		~~576~~580.50		~~609~~593.7		~~569~~578.81
Trade names	262.98		~~228~~230.13		~~260~~262.38		~~224~~229.52
Total acquired intangible assets	$	5,~~409~~402.56	$	4,~~779~~868.03	$	5,~~462~~399.18	$	4,~~628~~823.31
Internal-use software	2120.08		15.97		2520.76		2015.54
Capitalized software embedded in products	3234.56		2526.97		3033.25		2426.63
Total intangible assets	$	5,~~463~~458.0	$	4,~~820~~910.87	$	5,~~518~~453.09	$	4,~~673~~864.48

The estimated remaining amortization expense of the Company’s acquired intangible assets as of ~~June~~December 2827, 2025 for each of the five succeeding fiscal years was as follows:

Remainder of Fiscal 2025	$	47.3
Remainder of Fiscal 2026	$	106.4
Fiscal 2026	$	150.4
Fiscal 2027	$	63.0
Fiscal 2027	$	63.2
Fiscal 2028	$	59.7
Fiscal 2028	$	60.0
Fiscal 2029	$	53.4
Fiscal 2029	$	53.7
Fiscal 2030	$	51.1

~~Impairment~~25

During the second quarter of fiscal 2025, in connection with commencing its company-wide annual strategic planning process, the Company identified indicators of impairment in its Acessa, Bolder, Diagenode, and Mobidiag product lines, which are at the lowest level of asset groups that generate cash flows separate from other asset groups. The indicator of impairment for each asset group was reduced forecasted revenues and operating results. The Acessa and Bolder businesses are part of the Company’s GYN Surgical segment and the Diagenode and Mobidiag businesses are part of the Company’s Diagnostics segment. As a result, the Company performed undiscounted cash flow analyses at each asset group level pursuant to ASC 360, Property, Plant and Equipment - Overall (ASC 360), to determine if the cash flows expected to be generated by each respective business unit over the estimated remaining useful lives of the respective business unit’s primary asset were sufficient to recover the carrying value of each asset group. Based on these analyses the Company determined the undiscounted cash flows for each business unit were not sufficient to recover the carrying value of the business unit’s long-lived assets. As a result, the Company was required to perform Step 3 of the impairment test and determine the fair value of each asset group. To estimate the fair value of each asset group, the Company utilized the income approach, which is based on a discounted cash flow (DCF) analysis and calculates the fair value by estimating the after-tax cash flows attributable to the asset group and then discounting the after-tax cash flows to present value using a risk-adjusted discount rate. Assumptions used in the DCF require significant judgment, including judgment about appropriate discount rates, growth rates, and the amount and timing of expected future cash flows. The forecasted cash flows for each business were based on the Company's most recent strategic plan and for periods beyond the strategic plan, the Company's estimates were based on assumed growth rates expected as of the measurement date. The Company believes its assumptions were consistent with the plans and estimates that a market participant would use to manage each business. The discount rate used is intended to reflect the risks inherent in future cash flow projections and was based on an estimate of the weighted average cost of capital (WACC) of market participants relative to the asset group. The Company used a discount rate of 13.5%, 16.3%, 12.5% and 18.0% for Acessa, Bolder, Diagenode and Mobidiag, respectively. As a result of these analyses, the Company determined the fair value of each asset group was below its carrying value. Prior to calculating and allocating the impairment charge for Mobidiag, the Company assessed the only in-process research and development intangible asset in the Mobidiag asset group for impairment. The Company determined the fair value of this indefinite-lived asset utilizing the DCF model and recorded a $16.9 million impairment charge to operating expenses, reducing the fair value of

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~~this~~(17) ~~asset~~New toAccounting ~~$5.0 million. The reduction in fair value of this asset was primarily due to a reduction in forecasted revenues and a delay in the timing of completing the project to focus on other projects.~~Pronouncements

ToIn ~~record~~December ~~the asset groups to fair value~~2023, the ~~Company~~FASB ~~recorded~~issued anASU ~~aggregate impairment charge of $204~~No.~~0 million~~ ~~during~~2023-09, ~~the~~Income ~~second~~Taxes ~~quarter~~(Topic of740) ~~fiscal~~Improvements ~~2025, with $183.4 million recorded~~ to ~~costs~~Income ofTax ~~product revenues and $20~~Disclosures.~~6 million~~ ~~recorded to operating expenses.~~ The ~~total~~FASB ~~impairment~~issued ~~charges~~this byupdate ~~asset~~to ~~group~~enhance ~~for~~income ~~Acessa,~~tax ~~Bolder,~~disclosures ~~Diagenode~~primarily ~~and~~related ~~Mobidiag~~to ~~were~~the ~~$61.9 million,~~rate ~~$64.5 million,~~reconciliation ~~$38.6 million~~ and ~~$39.0 million,~~income ~~respectively,~~taxes ~~reducing~~paid ~~the fair values of these asset groups to $8~~information.~~1 million,~~ ~~$4.1 million, $6.7 million and $13.4 million, respectively.~~ The ~~impairment~~amendments ~~charges~~in ~~were~~this ~~allocated~~update toare ~~the~~effective ~~long-lived~~for ~~assets~~fiscal onyears abeginning ~~pro-rata~~after ~~basis~~December ~~as follows: $183.4 million to developed technology~~15, ~~$19.0 million~~2024 ~~to customer relationships,~~ and ~~$1.6 million~~is applicable to ~~trade~~the ~~names. The~~ Company ~~believes~~for its ~~assumptions~~annual ~~used~~report toon ~~determine~~Form ~~the~~10-K ~~fair~~for ~~value~~fiscal ~~of each asset group are reasonable~~2026. ~~Actual~~The ~~operating~~adoption ~~results and the related cash flows~~ of ~~the~~ASU ~~asset~~2023-09 ~~groups could differ from the estimated operating results and related cash flows. In the event the asset group~~ does not ~~meet~~have ~~its~~an ~~forecasted~~impact ~~projections,~~on ~~additional impairment charges could be recorded in~~ the ~~future. The~~ Company’s ~~also~~consolidated ~~re-evaluated~~financial ~~the remaining useful lives of the intangible assets and concluded no changes were necessary~~statements.

~~During~~In ~~the~~November ~~second quarter of fiscal~~ 2024, inthe ~~connection~~FASB ~~with~~issued ~~commencing~~ASU ~~its~~No. ~~company~~2024-~~wide annual strategic planning process~~03, ~~the~~Income ~~Company~~Statement ~~identified~~- ~~indicators~~Reporting ofComprehensive ~~impairment~~Income in(Topic ~~its~~220) ~~BioZorb~~Expense ~~product~~Disaggregation ~~line, which was part of the Focal acquisition~~Disclosures. AsThis aupdate ~~result,~~is ~~the~~intended ~~Company performed an undiscounted cash flow analysis pursuant~~ to ~~ASC~~improve ~~360 to determine if~~ the ~~cash~~disclosures ~~flows~~related ~~expected~~ to beexpenses ~~generated~~and byprovide ~~the~~investors ~~BioZorb~~more ~~product~~detailed ~~line~~information ~~over~~about ~~the~~certain ~~remaining~~types ~~estimated useful life~~ of ~~the primary asset were sufficient to recover the carrying value of the asset group~~expenses. ~~Based~~The onupdated ~~this~~guidance ~~analysis~~is ~~the~~effective ~~undiscounted~~for ~~cash~~fiscal ~~flows~~years ~~were~~beginning ~~not~~after ~~sufficient~~December to15, ~~recover the carrying value of the long-lived assets. Therefore~~2026, ~~the Company was required to perform Step 3 of the impairment test~~ and ~~determine~~interim ~~the~~periods ~~fair~~within ~~value~~fiscal ofyears ~~the~~beginning ~~asset~~after ~~group.~~December ~~To estimate the fair value of the asset group~~15, ~~the Company utilized a DCF analysis. Based on this analysis~~2027, ~~the~~and ~~fair~~is ~~value~~applicable ofto the ~~BioZorb~~Company ~~asset~~beginning ~~group~~with ~~was below~~ its ~~carrying~~annual ~~value~~report ~~and the Company recorded an impairment charge of $26.8 million during the second quarter of fiscal 2024. The impairment charge was allocated to the long-lived assets~~ on aForm ~~pro~~10-~~rata~~K ~~basis~~for asfiscal ~~follows: $25~~2028.~~9 million~~ toEarly ~~developed~~adoption ~~technology~~is ~~and $0~~permitted.~~9 million~~ toThe ~~trade~~Company ~~names,~~is ~~which~~currently ~~reduced~~evaluating the ~~carrying~~impact ~~value~~ of the ~~assets~~adoption toof ~~$13.9 million~~ASU ~~and $0.5 million, respectively. The Company also re~~2024-~~evaluated~~03 ~~the~~on ~~remaining~~its ~~useful~~consolidated ~~lives~~financial ~~of the intangible assets and concluded no changes were necessary~~statements.

~~During~~In ~~the~~July ~~third quarter of fiscal 2024~~2025, the ~~Federal~~FASB ~~Drug~~issued ~~Administration~~ASU ~~classified~~No. a2025-05, ~~prior~~Financial ~~safety~~Instruments ~~notice~~- ~~for~~Credit ~~the~~Losses ~~BioZorb~~(Topic ~~Marker as a Class I recall~~326). This ~~was~~update ~~the~~introduces ~~technical~~a ~~classification~~practical ofexpedient ato ~~prior~~address ~~safety~~challenges ~~notice~~encountered ~~only,~~when ~~not~~applying aguidance ~~product~~in ~~removal~~Topic 326. ~~Following~~The ~~this,~~updated ~~the~~guidance ~~Company~~is ~~lowered~~effective ~~its forecasts~~ for ~~this~~fiscal ~~product~~years ~~line,~~beginning ~~which~~after ~~was~~December an15, ~~indicator of impairment. Accordingly~~2025, ~~the~~and ~~Company~~interim ~~performed~~periods anwithin ~~undiscounted~~those ~~cash~~annual ~~flow~~reporting ~~analysis~~periods, and ~~the~~is ~~cash~~applicable ~~flows were not sufficient~~ to ~~recover~~ the ~~carrying value of the asset group. The~~ Company ~~performed~~beginning awith ~~fair~~its ~~value~~annual ~~analysis~~report ~~and~~on ~~determined~~Form ~~that~~10-K ~~the~~for ~~fair~~fiscal ~~value~~2027. ofEarly ~~the~~adoption ~~asset~~is ~~group~~permitted. ~~was~~The deCompany ~~minimis.~~is Ascurrently aevaluating ~~result,~~ the ~~Company~~impact ~~recorded~~of anthe ~~impairment~~adoption ~~charge~~ of ~~$13.3 million~~ASU ~~and~~2025-05 ~~$0.4 million~~on toits ~~developed~~consolidated ~~technology~~financial ~~and trade names, respectively, to fully write-off the assets~~statements.

~~During~~In September 2025, the ~~first~~FASB ~~quarter~~issued ofASU ~~fiscal~~No. ~~2024~~2025-06, ~~the~~Intangibles ~~Company assessed its in~~-~~process~~ ~~research~~Goodwill and ~~development~~Other ~~intangible~~- ~~asset~~Internal-Use ~~from~~Software ~~its~~(Subtopic ~~Mobidiag acquisition for impairment~~350-40). The ~~Company~~FASB ~~determined~~issued ~~the fair value of~~ this ~~indefinite-lived~~update ~~asset~~to ~~utilizing~~improve the ~~discounted~~accounting ~~cash~~for ~~flow~~software ~~model~~costs ~~and~~under ~~recorded~~Subtopic ~~a $4~~350-40.~~3 million~~ ~~impairment charge, reducing the fair value of this asset to $22.4 million.~~ The ~~reduction~~updated inguidance ~~the~~is ~~fair~~effective ~~value~~for offiscal ~~this~~years ~~asset~~beginning ~~was~~after ~~primarily~~December ~~due~~15, to2027, ~~a reduction in forecasted revenues~~ and ainterim ~~delay~~periods inwithin ~~the~~those ~~timing~~annual ofreporting ~~completing~~periods, ~~the~~and ~~project.~~is Inapplicable ~~addition,~~to the Company ~~determined~~beginning ~~that~~with ~~the~~its ~~useful~~annual ~~life~~report ofon ~~the~~Form ~~customer~~10-K ~~relationship~~for ~~and~~fiscal ~~trade~~2029. ~~name~~Early ~~intangible~~adoption ~~assets~~is ~~from~~permitted. ~~its~~The ~~Mobidiag~~Company ~~acquisition~~is ~~should~~currently beevaluating ~~shortened~~the ~~and~~impact ~~recorded~~of ~~accelerated~~the ~~amortization~~adoption ~~expense~~ of ~~$7.3 million~~ASU to2025-06 ~~bring~~on ~~the~~its ~~net~~consolidated ~~carrying~~financial ~~values to zero~~statements.

In November 2025, the FASB issued ASU No. 2025-09, Derivatives and Hedging (19Topic 815). ~~Product~~The ~~Warranties~~FASB issued this update to clarify the guidance for hedge accounting and address additional accounting issues related to the global reference rate reform initiative. The updated guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within those annual reporting periods, and is applicable to the Company beginning with its annual report on Form 10-K for fiscal 2028. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2025-09 on its consolidated financial statements.

~~Product warranty activity was as follows:~~26

	Balance atBeginning ofPeriod		Provisions		Settlements/Adjustments		Balance atEnd of Period
Nine Months Ended:
June 28, 2025	$	9.9	$	7.2	$	(7.2)	$	9.9
June 29, 2024	$	8.3	$	7.2	$	(6.3)	$	9.2

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(20) Accumulated Other Comprehensive Income (Loss)

The following tables summarize the changes in accumulated balances of other comprehensive income (loss) for the periods presented:

	Three Months Ended June 28, 2025						Nine Months Ended June 28, 2025
	Foreign Currency Translation		Available-For-Sale Debt Securities		Hedged Interest Rate Swaps		Total		Foreign Currency Translation		Available-For-Sale Debt Securities		Hedged Interest Rate Swaps		Total
Beginning Balance	$	(144.3)	$	0.2	$	4.0	$	(140.1)	$	(114.9)	$	1.6	$	1.8	$	(111.5)
Other comprehensive income (loss) before reclassifications	51.1		(0.1)		(1.0)		50.0		21.7		(1.5)		1.2		21.4
Ending Balance	$	(93.2)	$	0.1	$	3.0	$	(90.1)	$	(93.2)	$	0.1	$	3.0	$	(90.1)

	Three Months Ended June 29, 2024				Nine Months Ended June 29, 2024
	Foreign Currency Translation		Pension Plans		Hedged Interest Rate Swaps		Total		Foreign Currency Translation		Pension Plans		Hedged Interest Rate Swaps		Total
Beginning Balance	$	(147.8)	$	0.3	$	10.5	$	(137.0)	$	(168.0)	$	0.3	$	20.1	$	(147.6)
Other comprehensive income (loss) before reclassifications	(2.8)		—		0.3		(2.5)		17.4		—		(9.3)		8.1
Ending Balance	$	(150.6)	$	0.3	$	10.8	$	(139.5)	$	(150.6)	$	0.3	$	10.8	$	(139.5)

(21) Share Repurchase

On September 22, 2022, the Board of Directors authorized a stock repurchase program, with a five-year term, to repurchase up to $1.0 billion of the Company’s outstanding common stock, effective as of the close of trading September 23, 2022. This repurchase program replaced the previous $1.0 billion authorization. During the three months ended December 28, 2024, the Company repurchased 2.4 million shares of its common stock under this authorization for total consideration of $190.3 million. As of the end of the first quarter of fiscal 2025, no amounts remained available under this authorization.

On September 12, 2024, the Board of Directors authorized a new stock repurchase program, with a five-year term, to repurchase up to $1.5 billion of the Company’s outstanding stock. This new stock repurchase authorization was in addition to the Company’s prior stock repurchase authorization. Exclusive of shares repurchased pursuant to the accelerated share repurchase agreement described below, during the three and nine months ended June 28, 2025, the Company repurchased 0.7 million and 4.7 million shares of its common stock under this authorization for total consideration of $35.6 million and $312.6 million, respectively. As of June 28, 2025, $937.5 million remained unused under this authorization.

On November 19, 2024, the Company executed an accelerated share repurchase (“ASR”) agreement with JPMorgan Chase & Co., (“JP Morgan”) pursuant to its existing authorizations and pursuant to which the Company agreed to repurchase $250.0 million of the Company’s common stock. In connection with the launch of the ASR, on November 20, 2024, the Company paid JP Morgan an aggregate of $250.0 million and received 2.5 million shares of the Company’s common stock, representing 80% of the transaction value based on the Company’s closing share price on November 18, 2024. On December 23, 2024, the ASR agreement was completed, and the Company received an additional 0.8 million shares for the final settlement. This final settlement was based on the total transaction value and the volume-weighted average share price of the Company’s common stock during the term of the agreement.

(22) New Accounting Pronouncements

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures. The guidance requires entities to provide enhanced disclosures about significant segment expenses. For entities that have adopted the amendments in Update 2023-07, the updated guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and is applicable to the Company for its annual report on Form 10-K for fiscal 2025. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2023-07 on its consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures. The FASB issued this update to enhance income tax disclosures primarily related to the rate reconciliation and

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income taxes paid information. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2024, and is applicable to the Company in fiscal 2026. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2023-09 on its consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income (Topic 220) Expense Disaggregation Disclosures. This update is intended to improve the disclosures related to expenses and provide investors more detailed information about certain types of expenses. For entities that have adopted the amendments in Update 2024-03, the updated guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, and is applicable to the Company beginning with its annual report on Form 10-K for fiscal 2028. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2024-03 on its consolidated financial statements.

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

CAUTIONARY STATEMENT

Some of the statements contained in this report and documents incorporated by reference herein are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements involve known and unknown risks, uncertainties and other factors which may cause our or our industry’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements may include, but are not limited to, statements regarding:

•the ~~development~~timing, receipt and terms and conditions of ~~new~~any orrequired ~~improved~~governmental ~~competitive~~and ~~technologies~~regulatory approvals of the proposed merger (the “Merger”) pursuant to the definitive agreement we entered into to be acquired by funds managed by Blackstone Inc. and ~~products~~TPG Capital, that could delay the consummation of the Merger or cause the parties to abandon the Merger;

•the ~~anticipated~~occurrence ~~development~~ of ~~markets~~any weevent, ~~sell~~change ~~our~~or ~~products~~other ~~into~~circumstances ~~and~~that could give rise to the ~~success~~termination of ~~our~~the ~~products~~merger agreement entered into in ~~these~~connection ~~markets~~with the Merger;

•~~our ability to predict accurately~~ the ~~demand~~possibility ~~for~~that our ~~products,~~stockholders ~~and~~may ~~products~~not ~~under~~approve ~~development~~the ~~and to develop strategies to address markets successfully~~Merger;

•the ~~anticipated~~risk ~~performance~~that ~~and~~the ~~benefits~~parties ofto ~~our~~the ~~products~~merger agreement may not be able to satisfy the conditions to the Merger in a timely manner or at all;

•risks related to disruption of management time from ongoing business ~~strategies~~operations due to the Merger;

•the ~~effect~~risk ofthat ~~consolidation~~any inannouncements relating to the ~~healthcare~~Merger ~~industry~~could have adverse effects on the market price of our common stock;

•the ~~ability~~risk ~~to execute acquisitions and the impact and anticipated benefits~~ of ~~completed~~any ~~acquisitions~~unexpected ~~and~~costs ~~acquisitions~~or weexpenses ~~may~~resulting ~~complete~~from in the ~~future~~Merger;

•the ~~coverage~~risk ~~and~~of ~~reimbursement~~any ~~decisions~~litigation ofrelating ~~third-party~~to ~~payors~~the Merger;

•the ~~uncertainty~~risk ofthat the ~~impact~~Merger ofand ~~cost~~its ~~containment~~announcement ~~efforts~~could ~~and~~have ~~federal~~an ~~healthcare~~adverse ~~reform~~effect ~~legislation~~ on our ability to retain and hire key personnel and to maintain relationships with customers, vendors, partners, employees, stockholders and other business relationships and on our operating results ofand ~~operations~~business generally;

•the ~~guidelines,~~risk ~~recommendations,~~that ~~and~~the ~~studies~~holders ~~published~~of bythe ~~various~~contingent ~~organizations~~value ~~relating~~rights in the Merger (the “CVRs”) will receive less-than-anticipated payments with respect to the ~~use~~CVRs after the closing of ~~our~~the ~~products~~Merger;

•our ability to obtain and maintain regulatory approvals and clearances for our products, ~~including the implementation of the European Union Medical Device~~ and ~~In Vitro Diagnostic Regulation requirements, and~~ maintain compliance with complex and evolving regulations and quality standards, as well as the uncertainty of costs required to obtain and maintain compliance with such regulatory and quality matters;

•the possibility of interruptions or delays at our manufacturing facilities, or the failure to secure alternative suppliers if any of our sole source third-party manufacturers fail to supply us;

•the possibility that products may contain undetected errors or defects or otherwise not perform as anticipated;

•the ability to successfully manage ongoing organizational and strategic changes, including our ability to attract, motivate and retain key employees and maintain engagement and efficiency in remote work environments;

•the impact and costs and expenses of investigative and legal proceedings and compliance risks we may be subject to now or in the future;

•the impact of future tax legislation;

•the ~~ongoing~~ability ~~and~~to ~~possible~~successfully ~~future~~manage ~~effects~~ongoing oforganizational ~~global challenges, including macroeconomic uncertainties, such as inflation, bank failures, rising interest rates~~ and ~~availability~~strategic ~~of capital markets~~changes, ~~wars,~~including ~~conflicts,~~our ~~other~~ability ~~economic~~to ~~disruptions and U.S. and global recession concerns~~attract, onmotivate ~~our customers~~ and ~~suppliers~~retain ~~and~~key onemployees ~~our business, financial condition, results of operations~~ and ~~cash~~maintain ~~flows and our ability to draw down our revolver~~engagement;

•the ongoing and possible future effects of global challenges, including macroeconomic uncertainties, such as inflation, bank failures, rising interest rates and availability of capital markets, wars, conflicts, other economic disruptions, prolonged or recurring U.S. federal government shutdowns and U.S. and global recession concerns, on our customers and suppliers and on our business, financial condition, results of operations and cash flows and our ability to draw down our revolver;

•the effect of the worldwide political and social uncertainty and divisions, including the impact on trade regulations and tariffs, that may adversely impact the cost and sale of our products in certain countries, or increase the costs we may incur to purchase materials, parts and equipment from our suppliers;

•risks related to conducting business internationally;

•our ability to execute acquisitions and the impact and anticipated benefits of completed acquisitions and acquisitions we may complete in the future;

•risks related to the development of new or improved competitive technologies and products;

•risks related to the anticipated development of markets we sell our products into and the success of our products in these markets;

•risks related to our ability to predict accurately the demand for our products, and products under development and to develop strategies to address markets successfully;

•risks related to the anticipated performance and benefits of our products;

•risks related to business strategies;

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•risks related to the effect of consolidation in the healthcare industry;

•risks related to the coverage and reimbursement decisions of third-party payors;

•the uncertainty of the impact of cost containment efforts and federal healthcare reform legislation on our business and results of operations;

•risks related to the guidelines, recommendations, and studies published by various organizations relating to the use of our products;

•potential cybersecurity threats and targeted computer crime;

•the possibility of interruptions or delays at our manufacturing facilities, or the failure to secure alternative suppliers if any of our sole source third-party manufacturers fail to supply us;

•the ongoing and possible future effects of supply chain constraints, including the availability of critical raw materials and components, as well as cost inflation in materials, packaging and transportation;

•the ability to consolidate certain of our manufacturing and other operations on a timely basis and within budget, without disrupting our business and to achieve anticipated cost synergies related to such actions;

•potential negative impacts resulting from climate change or other environmental, social, and governance and sustainability related matters;

•risks related to our ability to meet production and delivery schedules for our products;

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•the effect of any future public health pandemic or other crises, including the timing, scope and effect of U.S. and international governmental, regulatory, fiscal, monetary and public health responses to such crises;

•risks related to our ability to protect our intellectual property rights;

•risks related to anticipated trends relating to our financial condition or results of operations, including the impact of interest rate and foreign currency exchange fluctuations;

•risks related to estimated asset and liability values;

•risks related to our compliance with covenants contained in our debt agreements; and

•risks related to our liquidity, capital resources and the adequacy thereof.

In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “likely,” “future,” “strategy,” “potential,” “seeks,” “goal” and similar expressions intended to identify forward-looking statements. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by such forward-looking statements. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, these forward-looking statements represent our estimates and assumptions only as of the date of this report. Except as otherwise required by law, we expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained in this report to reflect any change in our expectations or any change in events, conditions or circumstances on which any of our forward-looking statements are based. Factors that could cause or contribute to differences in our future financial results include the cautionary statements set forth herein and in our other filings with the Securities and Exchange Commission, including the “Risk Factors” set forth or incorporated by reference in Part II, Item 1A of this Quarterly Report on Form 10-Q, as well as those described in our Annual Report on Form 10-K for the fiscal year ended September 2827, ~~2024~~2025 or any other of our subsequently filed reports. We qualify all of our forward-looking statements by these cautionary statements.

OVERVIEW

We are a developer, manufacturer and supplier of premium diagnostics products, medical imaging systems and surgical products focused on women’s health and well-being through early detection and treatment. We sell and service our products through a combination of direct sales and service personnel and a network of independent distributors and sales representatives. We operate in four segments: Diagnostics, Breast Health, GYN Surgical and Skeletal Health.

Through our Diagnostics segment, we offer a wide range of diagnostic products, which are used primarily to aid in the screening and diagnosis of human diseases. Our primary Diagnostics products include our molecular diagnostic assays, which run on our advanced instrumentation systems (Panther and Panther Fusion), our ~~ThinPrep~~ cytology ~~system~~systems, including ~~our~~the ThinPrep System, and the Genius Digital Diagnostics System, and the Rapid ~~Fetal~~fFN ~~Fibronectin~~ Test. Our Aptima family of molecular diagnostic assays is used to detect, among other things, the infectious microorganisms that cause common sexually transmitted diseases, or STDs, such as chlamydia and gonorrhea, or CT/NG; certain high-risk strains of human papillomavirus, or HPV; Trichomonas vaginalis, the parasite that causes trichomoniasis; Mycoplasma genitalium; and Herpes Simplex viruses 1 and 2. We also offer viral load tests for the quantitation of Hepatitis B virus, Hepatitis C virus, human immunodeficiency virus, or HIV-1, and human cytomegalo virus, or CMV, for use on our Panther instrument system. In addition, we offer bacterial vaginosis and candida vaginitis assays for the diagnosis of vaginitis, a common and complex ailment affecting millions of women a year. Our assay portfolio also includes diagnostic tests for a range of acute respiratory infections, including SARS-CoV-2, various strains of influenza and parainfluenza, and respiratory syncytial virus, as well as a test for the detection of Group B Streptococcus, or GBS, that are run on the Panther Fusion system, a field upgradeable instrument addition to the base Panther system. In response to the COVID-19 pandemic, we developed and launched the Aptima SARS-CoV-2 assay and the Aptima SARS-CoV-2/Flu assay (each of which runs on our standard Panther system) and the Panther Fusion SARS-CoV-2 assay and the Panther Fusion SARS-CoV-2/Flu A/B/RSV assay (which run on our Panther Fusion system). In May 2022, we obtained CE-marking for two new molecular assays, Panther Fusion EBV Quant assay for quantitation of Epstein-Barr virus, and the Panther Fusion BKV Quant assay for quantitation of the BK virus. These two assays are the first quantitative real-time PCR assays on the Panther Fusion system, and, together with the Aptima CMV Quant assay, expand our menu of transplant monitoring assays. The ThinPrep System is primarily used in cytology applications, such as cervical cancer screening, and the Rapid Fetal Fibronectin Test assists physicians in assessing the risk of pre-term birth. We also generate service revenues from our CLIA-certified laboratory for testing related to breast cancer and all metastatic cancers.

34human cytomegalo virus, or CMV, for use on our Panther instrument system. In addition, we offer bacterial vaginosis and candida vaginitis assays, or BV/CV, for the diagnosis of vaginitis, a common and complex ailment affecting millions of women a year. Our assay portfolio also includes diagnostic tests for a range of acute respiratory infections, including SARS-CoV-2, various strains of influenza and parainfluenza, and respiratory syncytial virus, as well as a test for the detection of Group B Streptococcus, or GBS, as well as two assays that detect several bacterial gastrointestinal (GI) pathogens that commonly cause acute gastroenteritis; all of which are run on the Panther Fusion system, a field upgradeable instrument addition to the base Panther system. We also offer two CE-marked molecular assays, the Panther Fusion EBV Quant assay for quantitation of Epstein-Barr virus, and the Panther Fusion BKV Quant assay for quantitation of the BK virus. These two assays are the first quantitative real-time PCR assays on the Panther Fusion system, and, together with the Aptima CMV Quant assay, comprise our menu of transplant monitoring assays. The ThinPrep System and the Genius Digital Diagnostics System are primarily used in cytology applications, such as cervical cancer screening, and the Rapid fFN Test assists physicians in assessing the risk of pre-term birth. We also generate service revenues from our CLIA-certified laboratory for testing related to breast cancer using our Breast Cancer Index or BCI test. The open access functionality on the Panther Fusion system allows customers to consolidate lab developed tests (LDTs) and in vitro diagnostic (IVD) assays on the same fully-automated, sample-to-result system.

Our Breast Health segment offers a broad portfolio of solutions for breast imaging, biopsy, breast surgery and pathology. These solutions include 3D digital mammography systems, image analysis software utilizing artificial intelligence, reading workstations, minimally invasive breast biopsy guidance systems, breast biopsy site markers, localization, and specimen radiology systems. Our most advanced breast imaging platforms, Selenia 3D Dimensions and 3Dimensions systems, utilize tomosynthesis to produce 3D images that show multiple contiguous slice images of the breast.

Our GYN Surgical products include our MyoSure hysteroscopic tissue removal system, our NovaSure endometrial ablation system, our Fluent fluid management system, our ~~Acessa~~Sonata ~~ProVu~~transcervical ~~laparoscopic~~ radiofrequency ablation system, our ~~Gynesonics~~Acessa ~~Sonata~~ProVu ~~intrauterine~~laparoscopic ~~imaging~~radiofrequency ~~and~~ablation ~~transcervical treatment~~ system, asand ~~well as~~ our CoolSeal vessel sealing portfolio and our JustRight surgical stapler. The MyoSure suite of devices offers four options to provide incision-less removal of fibroids, polyps, and other pathology within the uterus. The NovaSure portfolio is comprised of the NovaSure ADVANCED device and the NovaSure V5 device for the treatment of abnormal uterine bleeding. The Fluent and Fluent Pro fluid management system provides liquid distention during diagnostic and operative hysteroscopic procedures. The Sonata system uses transcervical, intrauterine ultrasound guidance to treat a wide range of fibroid types without the need for incisions. The Acessa ProVu system is a fully integrated system that uses laparoscopic ultrasound, guidance mapping and radiofrequency ablation to treat nearly all types of fibroids. The ~~Sonata system uses ultrasound and radiofrequency energy to treat fibroids. The~~ CoolSeal portfolio includes the CoolSeal Trinity, CoolSeal Reveal, and CoolSeal Mini advanced bipolar vessel sealing devices. The JustRight 5 mm stapler features a smaller instrument profile and is used for laparoscopic general and pediatric surgery.

Our Skeletal Health segment’s products include the Horizon DXA, a dual energy x-ray system, which evaluates bone density and performs body composition assessments, and the Fluoroscan Insight FD mini C-arm, which assists in performing minimally invasive orthopedic surgical procedures on a patient’s extremities, such as the hand, wrist, knee, foot, and ankle. Effective in fiscal 2026, we are discontinuing the sale of our Fluoroscan Insight FD systems.

Unless the context otherwise requires, references to we, us, Hologic or our company refer to Hologic, Inc. and its consolidated subsidiaries.

Proposed Merger

On October 21, 2025, the Company entered into a definitive agreement to be acquired by funds managed by Blackstone Inc. (“Blackstone”) and TPG Capital (“TPG”). Under the terms of the agreement, Blackstone and TPG will acquire all outstanding Hologic shares for $76.00 per share in cash, without interest, plus a non-tradable contingent value right (“CVR”) to receive up to $3.00 per share in cash, for total potential consideration of $79.00 per share in cash. The non-tradable CVR will be issued to Hologic stockholders at closing and paid, in whole or in part, following achievement of certain global revenue metrics for our Breast Health business in fiscal years 2026 and 2027. The transaction is expected to close in the first half of calendar year 2026, subject to the approval of Hologic’s stockholders, the receipt of required regulatory approvals and the satisfaction of certain other customary closing conditions.

Trademark Notice

Hologic is a trademark of Hologic, Inc. Other trademarks, logos, and slogans registered or used by Hologic and its divisions and subsidiaries in the United States and other countries include, but are not limited to, the following: 3Dimensions, 3D Mammography, 3D, 3DQuorum, Acessa, Acessa ProVu, Affirm, Aptima, Aptima Combo 2, ATEC, BCI, ~~BioZorb~~Bioruptor, Breast Cancer Index, Brevera, CancerTYPE ID, Celero, Hologic Clarity HD, CoolSeal, C-View, DirectRay, Dimensions, Endomag, Eviva, Faxitron, Fluent, Fluoroscan, Focal Therapeutics, Genius 3D, Genius, Genius AI, Gynesonics, Hologic, Horizon, InSight, Intelligent 2D, ImageChecker, JustRight, LOCalizer, Magtrace, Magseed, MyoSure, NovaSure, Omni, Panther, Panther Fusion, PreservCyt, Progensa, Quantra, Rapid Ffn, SecurView, Selenia, Sentimag, Sertera, SmartCurve, Smart-Depth, Sonata, ThinPrep, and Tomcat.

Biotheranostics, BioZorb, Breast Cancer Index, Brevera, CancerTYPE ID, Celero, Hologic Clarity HD, CoolSeal, C-View, Diagenode, DirectRay, Dimensions, Endomagnetics, Eviva, Faxitron, Fluent, Fluoroscan, Focal Therapeutics, Genius 3D, Genius, Genius AI, Gynesonics, Hologic, Horizon, InSight, Intelligent 2D, ImageChecker, JustRight, LOCalizer, Magtrace, Magseed, MyoSure, NovaSure, Omni, Panther, Panther Fusion, PreservCyt, Quantra, Rapid fFN, SecurView, Selenia, Sentimag, Sertera, SmartCurve, Smart-Depth, Sonata, ThinPrep, TLi IQ, and Tomcat.

All other brand names or trademarks appearing in this Quarterly Report on Form 10-Q are the property of their respective owners. Hologic’s use or display of other parties’ trademarks, trade dress or products in this Quarterly Report does not imply that Hologic has a relationship with, or endorsement or sponsorship of, the trademark or trade dress owners.

ACQUISITIONS

Gynesonics

On January 2, 2025, we completed the acquisition of Gynesonics, Inc. (“Gynesonics”) for a purchase price of $340.7 million. Gynesonics, located in Redwood City, California, develops and sells a technology intended for diagnostic intrauterine imaging and transcervical treatment of certain symptomatic uterine fibroids, including those associated with heavy menstrual bleeding. Based on our ~~preliminary~~ valuation, we allocated $146.1 million of the purchase price to the value of intangible assets and $~~191~~192.02 million to goodwill. ~~The allocation of the purchase price is preliminary as we continue to gather information supporting the acquired assets and liabilities.~~ Gynesonics’ results of operations are reported in our GYN Surgical segment from the date of acquisition. In connection with the transaction, we recorded a charge of $22.4 million, of which $1.6 million was included in costs of product revenues and $20.8 million was included in operating expenses, in the second quarter of fiscal 2025 for the acceleration of Gynesonics unvested stock options for which the original terms of such awards did not provide for acceleration upon a change-in-control.

Endomag

On July 25, 2024, we completed the acquisition of Endomagnetics Ltd (“Endomag”) for a purchase price of $313.9 million. Endomag, located in the U.K., develops and sells breast surgery localization and lymphatic tracing technologies. Based on our preliminary valuation, we allocated $197.8 million of the purchase price to the value of intangible assets and $140.1 million to goodwill. Endomag’s results of operations are reported in our Breast Health segment.

DISPOSITION

SuperSonic Imagine Ultrasound Imaging

On September 28, 2023, we entered into a definitive agreement to sell our SSI ultrasound imaging business to SSH Holdings Limited for a sales price of $1.9 million in cash. Under the terms of the contract, we agreed to fund the SSI business with $33.2 million of cash. The sale was completed on October 3, 2023 (the beginning of the first quarter of fiscal 2024).

RESULTS OF OPERATIONS

All dollar amounts in tables are presented in millions.

Product Revenues

	Three Months Ended										~~Nine Months Ended~~
	June 28, 2025				June 29, 2024					Change			June 28, 2025					June 29, 2024					Change
	December 27, 2025				December 28, 2024					Change
	Amount		% ofTotalRevenue			Amount		% ofTotalRevenue			Amount			%		~~Amount~~			~~% ofTotalRevenue~~		~~Amount~~			~~% ofTotalRevenue~~		~~Amount~~		%
Product Revenues
Diagnostics	$	~~415~~433.12	4041.53	%		$	~~406~~436.9	4042.28	%		$	8(3.27)		2.(0.8)	%	$	~~1,271.3~~		~~41.7~~	%	$	~~1,246.8~~		~~41.0~~	%	$	~~24.5~~	~~2.0~~	%
Breast Health	~~200~~205.91		19.6	%		~~228~~209.98		2220.65	%		(284.07)			(122.2)	%	~~603.1~~			~~19.8~~	%	~~696.7~~			~~22.9~~	%	~~(93.6)~~		~~(13.4)~~	%
GYN Surgical	~~175~~177.74		1716.29	%		~~165~~164.42		16.41	%		1013.32			68.20	%	~~499.7~~			~~16.4~~	%	~~479.6~~			~~15.8~~	%	~~20.1~~		~~4.2~~	%
Skeletal Health	1815.7		1.85	%		107.0		1.0.7	%		8.7			87124.03	%	~~46.9~~			~~1.5~~	%	~~44.1~~			~~1.4~~	%	~~2.8~~		~~6.3~~	%
	$	~~810~~831.4	79.13	%		$	~~811~~817.29	80.21	%		$	(013.8)5		~~(0.~~1).7	%	$	~~2,421.0~~		~~79.4~~	%	$	~~2,467.2~~		~~81.1~~	%	$	~~(46.2)~~	~~(1.9)~~	%

We had aan ~~decrease~~increase in product revenues in ~~both~~ the current ~~three~~quarter ~~and nine month periods~~ compared to the corresponding ~~periods~~period in the prior year. ~~The decrease in the current three month period was~~ primarily due to ~~a decrease in Breast Health revenue partially offset by~~ an increase in GYN Surgical, and Skeletal Health ~~and Diagnostics~~ revenues., ~~The~~partially ~~decrease~~offset inby ~~the current nine month period was primarily due to~~ a decrease in Breast Health ~~revenues~~and ~~partially offset by an increase in~~ Diagnostics ~~and GYN Surgical revenue~~revenues.

Diagnostics product revenues ~~increased~~decreased $83.27 million ~~and $24.5 million~~, ~~respectively,~~ or 2.0.8%, in the current ~~three~~quarter ~~and nine month periods~~ compared to the corresponding ~~periods~~period in the prior year primarily due to ana ~~increase~~decrease in our Molecular Diagnostics business. The ~~increase~~decrease in Molecular Diagnostics was primarily driven by a decrease in sales of our two SARS-CoV-2 assays, which we primarily attribute to a normalized level of COVID-19 cases and greater use of rapid tests compared to the prior year, and a decrease in sales of our Aptima CT/NG and HPV assays and related collection devices. These decreases were partially offset by an increase in sales volumes of our BV/CV assays, which we primarily attribute to increased adoption by our laboratory customers, and an increase in sales volumes of our Fusion ~~respiratory~~open access assays, ~~due~~which towe aprimarily ~~more~~attribute ~~severe~~to ~~flu season and~~ new customer adoption this year compared to the prior year. In addition, we had an increase in Blood Screening sales of instruments from a one-time demand from Grifols.

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~~These~~Breast ~~increases~~Health ~~were~~product ~~partially~~revenues ~~offset~~decreased by$4.7 million, or 2.2%, in the current quarter compared to the corresponding period in the prior year. The decrease was primarily due to a decrease in sales of our ~~two~~digital ~~SARS-CoV-2~~mammography ~~assays~~systems, primarily 3D Dimensions systems and related workstation and workflow products, which we primarily attribute to continued longer sales cycles, and a ~~normalized~~decrease ~~level~~in sales of ~~COVID~~our Brevera 9 Gauge Needles and to a lesser extent Brevera capital systems. The decrease in Brevera 9 Gauge Needles and capital systems is due to a stop-19ship of the needles implemented in mid-November 2025 following an internal review of post-market data in which in a very limited number of cases (0.002% over a three-year period) there was metal and ~~greater~~plastic particles dislodged from the device during use. In January 2026, in consultation with the U.S. Food and Drug Administration, we voluntarily issued a field safety notice and recall of ~~rapid~~the ~~tests~~Brevera ~~compared~~9 toGauge Needles. Based on the ~~prior~~information we have at the time of filing this report, we expect that the stop-ship of the Brevera 9 Gauge Needles may be prolonged as we further assess the issue and re-engineer the manufacturing process as needed. Revenue for the Brevera 9 Gauge Needles and related products constituted approximately 4.7% of Breast Health revenue for fiscal year 2025. These decreases were partially offset by an increase in sales of our Endomag products and Eviva Handpieces. We believe the increase in Eviva handpieces is primarily attributed to the mitigation strategy put in place for the Brevera 9 Gauge Needle stop-ship.

~~Breast~~GYN ~~Health~~Surgical product revenues ~~decreased~~increased $2813.02 million ~~and $93.6 million,~~ or 128.20% ~~and 13.4%~~, ~~respectively,~~ in the current ~~three~~quarter ~~and nine month periods~~ compared to the corresponding ~~periods~~period in the prior year. ~~The decrease in the current three and nine month periods compared to the corresponding periods in the prior year was~~ primarily due to athe ~~decrease~~Gynesonics ~~in sales of our digital mammography systems~~acquisition, ~~primarily 3D Dimensions systems and related workstation and workflow products, including software,~~ which wecontributed ~~primarily~~$9.1 ~~attribute to the prior year period having strong demand fulfillment built up from chip shortages~~million, ~~and~~an increase in ~~the~~sales ~~current~~volumes ~~year~~of ~~periods~~our weMyoSure ~~experienced~~devices ~~longer sales cycles~~ and ~~insufficient~~an ~~sales~~increase ~~force execution. In addition, we had a decrease~~ in sales ~~volume~~volumes of our ~~Trident~~Fluent HDFluid ~~systems~~Management ~~in both periods~~products. These ~~decreases~~increases were partially offset by ana ~~increase~~decrease in ~~sales~~domestic ofrevenues ~~our~~from ~~interventional~~lower ~~breast~~volumes ~~solutions products~~ of ~~$23.2~~our ~~million~~NovaSure ~~and $38.2 million~~devices, ~~respectively,~~which we primarily ~~due~~attribute to ~~the~~a ~~Endomag~~shrinking ~~acquisition,~~ablation ~~which~~market ~~contributed~~due ~~$18.8~~to ~~million and $41.4 million of product revenue in~~ the ~~current~~increased ~~three~~use ~~and nine month periods, respectively, and to a lesser extent an increase in sales~~ of ~~our~~alternative ~~Brevera needles~~therapies.

~~GYN~~Skeletal ~~Surgical~~Health product revenues increased $108.37 million ~~and $20.1 million,~~ or 6124.23% ~~and 4.2%~~, ~~respectively,~~ in the current ~~three~~quarter ~~and nine month periods~~ compared to the corresponding ~~periods~~period in the prior year primarily due to ~~the Gynesonics acquisition, which contributed $8.5 million and $14.7 million in the current three and nine month periods, respectively,~~ an increase in ~~the~~ sales volume of our ~~Fluent~~Horizon ~~fluid~~DXA ~~management~~systems ~~system,~~as anthe ~~increase~~temporary instop-ship implemented during the ~~sales~~third ~~volume~~quarter of ~~our~~fiscal ~~MyoSure~~2024 ~~devices~~was ~~and~~only anpartially ~~increase~~resolved in ~~our~~the ~~NovaSure~~prior ~~devices~~year inperiod ~~international~~resulting ~~markets,~~in ~~primarily~~fewer ~~Europe,~~systems ~~which we primarily attribute to our go-direct strategy and improved reimbursement~~ in ~~certain~~the ~~countries~~comparable period. ~~These~~This ~~increases~~increase ~~were~~was partially offset by ~~a decrease in domestic revenues from~~ lower sales volumes of our ~~NovaSure~~Insight ~~devices~~FD systems, which we ~~primarily~~announced ~~attribute~~in tofiscal a2025 ~~shrinking~~that ~~ablation~~we ~~market~~would ~~due~~discontinue toselling ~~the increased use of alternative therapies and a decrease~~ in ~~sales~~fiscal ~~volumes of our Acessa ProVu systems and related disposables~~2026.

Skeletal Health product revenues increased $8.7 million and $2.8 million or 87.0% and 6.3%, respectively, in the current three and nine month periods compared to the corresponding periods in the prior year primarily due to an increase in sales volume of our Horizon DXA systems from pent up demand as the temporary stop-ship implemented during the third quarter of fiscal 2024 due to a non-conformance matter pertaining to electromagnetic compatibility requirements was fully resolved for all Horizon DXA models in the current quarter. This increase was partially offset by lower sales volumes of our Insight FD systems.

At the end of any of our fiscal quarters and years, there remain open orders, primarily related to consumable products, that are not fulfilled until the beginning of the subsequent quarter or year, depending on a number of factors, including but not limited to customer ordering patterns, various operational and logistical issues, and in periods prior to fiscal 2025 management discretion to defer shipping orders based on achieving certain financial targets. Consolidated revenues in the current quarter were unfavorably impacted by less than 0.1% and the current nine month period benefited by less than 1% from the timing of such open orders that were not fulfilled in the quarters preceding the three and nine month periods, respectively.

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Product revenues by geography as a percentage of total product revenues were as follows:

	Three Months Ended				~~Nine Months Ended~~
	June 28, 2025		June 29, 2024		June 28, 2025		June 29, 2024
	December 27, 2025		December 28, 2024
United States	71.94	%	7372.70	%	~~71.8~~	%	~~72.8~~	%
Europe	1517.90	%	1316.60	%	~~16.0~~	%	~~14.5~~	%
Asia-Pacific	65.05	%	6.80	%	~~6.0~~	%	~~6.6~~	%
Rest of World	6.21	%	56.90	%	~~6.2~~	%	~~6.1~~	%
	100.0	%	100.0	%	~~100.0~~	%	~~100.0~~	%

In the current ~~three~~quarter ~~and nine month periods~~ compared to the corresponding ~~periods~~period in the prior year, the percentage of product revenue derived from Europe increased, while the percentage of product revenue derived from the United States and Asia-Pacific decreased. The increase in Europe was primarily due to an increase in sales of our GYN Surgical products, primarily Sonata disposables from the Gynesonics acquisition as well as our MyoSure and NovaSure devices~~, and to a lesser extent an increase in sales of our Genius systems and in the current nine month period, a minimum commitment penalty payment received from the German government for SARS-CoV-2 assays~~. The decrease in the United States in the current ~~three~~quarter ~~and nine month periods~~ compared to the corresponding ~~periods~~period in the prior year was primarily due to a decrease in sales of our Diagnostics products, primarily our Aptima assays, and a decrease in our Breast Health products, specifically our 3D Dimensions systems and related workflow and workstation products as ~~discussed~~well ~~above.~~as ~~Partially~~the ~~offsetting~~reduction ~~this decrease was an increase~~ in ~~sales~~Brevera of9 ~~our~~Gauge ~~Diagnostics~~Needles ~~products,~~discussed ~~primarily our BV/CV and Fusion respiratory assays~~above. The decrease in Asia-Pacific was primarily due to a decrease in sales ~~volumes~~ of our ~~ThinPrep~~Cytology ~~Pap Tests~~products, ~~HPV~~specifically ~~assays~~our ~~and~~ThinPrep 3DPap ~~Dimensions systems in China~~Tests, which we primarily attribute to the trade war between China and the United States and other Chinese policies that impact sales volumes, partially offset by an increase in sales of our Horizon DXA systems, primarily in Japan ~~in the current three month period~~ as the stop -ship was ~~fully~~ lifted.

Service and Other Revenues

Three Months Ended

~~Nine Months Ended~~

June 28, 2025

June 29, 2024

Change

June 28, 2025

June 29, 2024

Change

December 27, 2025

December 28, 2024

Change

Amount

% ofTotalRevenue

Amount

% ofTotalRevenue

Amount

~~Amount~~

~~% ofTotalRevenue~~

~~Amount~~

~~% ofTotalRevenue~~

~~Amount~~

Service and Other Revenues

~~213~~216.4

20.86

~~200~~203.29

1920.80

1312.25

6.61

~~629.9~~

~~20.6~~

~~575.1~~

~~18.9~~

~~54.8~~

~~9.5~~

Service and other revenues consist primarily of revenue generated from our field service organization to provide ongoing support and maintenance services, installation and repair of our products. Service and other revenues increased 6.6% and 9.5%, respectively, in the current three and nine month periods compared to the corresponding periods in the prior year primarily due to an increase in Breast Health service contract revenue from our expanded installed base. In addition, in the current nine month period, we had higher lab testing volumes from our Biotheranostics business, which we primarily attribute to greater adoption of our Breast Cancer Index test.31

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Service and other revenues consist primarily of revenue generated from our field service organization to provide ongoing support and maintenance services, installation and repair of our products. Service and other revenues increased 6.1% in the current quarter compared to the corresponding period in the prior year primarily due to an increase in Breast Health service contract revenue from our expanded installed base and to a lesser extent an increase in installation and training revenue related to our Breast Health capital sales.

Cost of Product Revenues

	Three Months Ended												~~Nine Months Ended~~
	June 28, 2025				June 29, 2024				Change				June 28, 2025				June 29, 2024				Change
	December 27, 2025				December 28, 2024				Change
	Amount		% ofProductRevenue		Amount		% ofProductRevenue		Amount		%		~~Amount~~		~~% ofProductRevenue~~		~~Amount~~		~~% ofProductRevenue~~		~~Amount~~		%
Cost of Product Revenues	$	~~310~~321.59	38.37	%	$	~~298~~301.21	36.8	%	$	1220.38	46.19	%	$	~~916.6~~	~~37.9~~	%	$	~~913.9~~	~~37.0~~	%	$	~~2.7~~	~~0.3~~	%
Amortization of Acquired Intangible Assets	41.10		54.19	%	4446.40		5.56	%	(35.30)		(710.39)	%	~~135.3~~		~~5.6~~	%	~~134.9~~		~~5.5~~	%	~~0.4~~		~~0.3~~	%
Impairment of Intangible Assets	—		—	%	13.3		1.6	%	(13.3)		**		183.4		7.6	%	39.2		1.6	%	144.2		**
	$	362.9	43.6	%	$	347.1	42.4	%	$	15.8	4.6	%
	$	351.6	43.4	%	$	355.9	43.9	%	$	(4.3)	(1.2)	%	$	1,235.3	51.0	%	$	1,088.0	44.1	%	$	147.3	13.5	%

Cost of Product Revenues. The cost of product revenues as a percentage of product revenues was 38.7% in the current quarter compared to 36.8% in the corresponding period in the prior year. The increase in product costs was partially due to an increase in tariff costs of $15.3 million.

Diagnostics’ product costs as a percentage of revenue increased in the current quarter compared to the corresponding period in the prior year primarily due to a decrease in Covid assay volumes, an increase in tariffs, Blood Screening instrument sales and period costs from fixed overhead incurred at the Manchester manufacturing facility, which ceased production in mid-November. Partially offsetting the decrease in gross margin was a net increase in sales volume of our Women’s Health Aptima assays, primarily BV/CV, and favorable manufacturing variances from higher production volumes at our San Diego manufacturing facility as a result of the shut-down of the Manchester manufacturing facility.

Breast Health’s product costs as a percentage of revenue decreased in the current quarter compared to the corresponding period in the prior year primarily due to the prior year period included a step-up to fair value for the acquired Endomag inventory sold, an increase in sales volumes of our Endomag products, which have higher margins, and improved manufacturing variances. This decrease was partially offset by lower sales volumes of our higher margin products, primarily 3D Dimensions and related workstation and workflow products and Brevera 9 Gauge Needles, and an increase in tariffs.

GYN Surgical’s product costs as a percentage of revenue increased in the current quarter compared to the corresponding period in the prior year primarily due to an increase in tariffs, a decrease in domestic sales volume of our NovaSure devices, unfavorable manufacturing variances and the inclusion of Gynesonics products, which have lower margins.

Skeletal Health’s product costs as a percentage of revenue decreased in the current quarter compared to the corresponding period in the prior year primarily due to an increase in Horizon DXA system volumes.

Amortization of Acquired Intangible Assets. Amortization of intangible assets included in cost of product revenues relates to acquired developed technology, which is generally amortized over its estimated useful life of between 10 and 15 years. Amortization expense decreased in the current quarter compared to the corresponding period in the prior year primarily due to lower amortization of the Acessa, Bolder, Diagenode and Mobidiag developed technology assets as a result of impairment charges recorded in the second quarter of fiscal 2025, partially offset by an increase in amortization expense from developed technology assets acquired in the Gynesonics acquisition.

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Cost of Product Revenues. The cost of product revenues as a percentage of product revenues was 38.3% and 37.9% respectively, in the current three and nine month periods compared to 36.8% and 37.0%, respectively, in the corresponding periods in the prior year.

Diagnostics’ product costs as a percentage of revenue decreased in the current three and nine month periods compared to the corresponding periods in the prior year primarily due to an increase in sales volume of our Women’s Health assays, primarily BV/CV, and Fusion respiratory assays, favorable manufacturing variances from higher production volumes and lower scrap. Partially offsetting this increase in gross margin was a decrease in Covid assay volumes, an increase in sustaining on-market support and higher amortization and service costs from a larger installed base. In the current nine month period, costs were lower as there we no period charges from the Mobidiag business as a result of the facility closure during the second half of fiscal 2024.

Breast Health’s product costs as a percentage of revenue increased in the current three and nine month periods compared to the corresponding periods in the prior year primarily due to lower sales volumes of our higher margin products, primarily 3D Dimensions and related workstation and workflow products (including software) and to a lesser extent unfavorable manufacturing variances from lower production volumes and higher excess and obsolescence charges, partially offset by the inclusion of Endomag, which has higher margins than the legacy business. Also contributing to the increase in costs as a percentage of revenue in the current nine month period was the step-up to fair value for the acquired Endomag inventory sold during the period.

GYN Surgical’s product costs as a percentage of revenue increased in the current three and nine month periods compared to the corresponding periods in the prior year primarily due to a decrease in domestic sales volume of our NovaSure devices, an increase in sales of our Fluent fluid management system and Gynesonics systems, which have lower margins, and a decrease in domestic average selling prices of our MyoSure devices, and in the current nine month period an increase from the step-up to fair value for the acquired Gynesonics inventory sold during the second quarter of the current fiscal year. The increase in costs as a percentage of revenue in both current periods was partially offset by an increase in sales volume of our MyoSure and NovaSure devices in international markets.

Skeletal Health’s product costs as a percentage of revenue decreased in the current three month period compared to the corresponding period in the prior year primarily due to an increase in Horizon DXA system volumes and improved mix of higher margin versions and the prior year period included a $5.0 million charge related to the Horizon DXA system stop ship that was implemented during the third quarter of fiscal 2024, partially offset by a charge for non-cancelable purchase commitments related to the Insight FD system that we will stop selling in fiscal 2026, and lower average selling prices. Product costs as a percentage of revenue increased in the current nine month period compared to the corresponding period in the prior year primarily due to a charge for non-cancelable purchase commitments related to the Insight FD system, an increase in costs to rework the Horizon DXA systems due to a non-conformance pertaining to electromagnetic compatibility requirements as discussed above, and a decrease in the average selling prices of our Horizon DXA systems and Insight FD systems.

The U.S. government implemented reciprocal tariffs in April 2025 to accomplish certain policy goals and is currently negotiating trade agreements with many countries. Currently, the government has implemented a baseline 10% tariff on imports into the U.S., with certain exceptions. U.S. tariffs are paid by the entity that is the importer of record, and as such, we are liable for those products and materials imported into the U.S. We manufacture the majority of our GYN Surgical and Breast Health interventional breast solutions disposable products at our Costa Rica facility, which is subject to the 10% tariff. We also utilize a third-party manufacturer based in Mexico to produce our Skeletal Health products. Goods from Mexico are subject to a 25% tariff, however, the finished goods we import from Mexico are predominantly exempt from tariffs under the United States-Mexico-Canada Agreement (“USMCA”). Based on the mitigation efforts we expect to take, we estimate that, if maintained at current levels, the impact of direct tariff costs to us on a quarterly basis will be approximately $10 million to $12 million, which is lower than our initial estimate of approximately $20 million to $25 million previously disclosed in our second quarter’s Form 10-Q. This estimate does not consider potential cost increases from our vendors and suppliers. We continue to evaluate the status of the evolving tariffs as well as various measures to mitigate the impact of tariffs, however we can give no assurances on the success of these efforts. Additional tariffs or other trade restrictions by the U.S. or other countries where we do significant business or applicable to specific industries relevant to our business, could further materially impact our results in the future.

Amortization of Acquired Intangible Assets. Amortization of intangible assets included in cost of product revenues relates to acquired developed technology, which is generally amortized over its estimated useful life of between 10 and 15 years. Amortization expense decreased in the current three month period compared to the corresponding period in the prior year primarily due to lower amortization of the Acessa, Bolder, Diagenode and Mobidiag developed technology assets as a result of impairment charges recorded in the second quarter of fiscal 2025, and the Biozorb developed technology asset as a result of impairment charges recorded in the second and third quarters of fiscal 2024, partially offset by an increase in amortization

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expense from developed technology assets acquired in the Endomag and Gynesonics acquisitions. Amortization expense increased in the current nine month period compared to the corresponding period in the prior year primarily due to an increase in amortization expense from the Endomag and Gynesonics acquisitions, partially offset by lower amortization of the Acessa, Bolder, Diagenode, Mobidiag and Biozorb developed technology assets as a result of the impairments discussed above.

Impairment of Intangible Assets. During the second quarter of fiscal 2025, in connection with commencing our company-wide strategic planning process, we identified indicators of impairment in our Acessa, Bolder, Diagenode and Mobidiag businesses. As a result, we performed undiscounted cash flow analyses pursuant to ASC 360, Property, Plant and Equipment - Overall, to determine if the cash flows expected to be generated by these product lines over the remaining estimated useful lives of their primary assets were sufficient to recover the carrying value of the asset groups. Based on these analyses, the undiscounted cash flows were not sufficient to recover the carrying value of the long-lived assets. Therefore, we were required to perform Step 3 of the impairment test and determine the fair value of the asset groups. To estimate the fair value of the asset groups, we utilized the income approach, which is based on a discounted cash flow (DCF) analysis, and calculated the fair value by estimating the after-tax cash flows attributable to the asset groups and then discounting the after-tax cash flows to present value using a risk-adjusted discount rate. Based on these analyses, the fair value of the Acessa, Bolder, Diagenode and Mobidiag asset groups were below their carrying values, and we recorded impairment charges aggregating $204.0 million of which $183.4 million of the charge was allocated to developed technology.

During the second quarter of fiscal 2024, in connection with commencing our company-wide annual strategic planning process, we identified indicators of impairment in our BioZorb product line, which was part of the Focal acquisition. As a result, we performed an undiscounted cash flow analysis. Based on this analysis the undiscounted cash flows were not sufficient to recover the carrying value of the long-lived assets. Therefore, we were required to perform Step 3 of the impairment test and determine the fair value of the asset group. To estimate the fair value of the asset group, we utilized a DCF analysis. Based on this analysis, the fair value of the BioZorb asset group was below its carrying value, and we recorded an impairment charge of $26.8 million of which $25.9 million of the charge was allocated to developed technology. During the third quarter of fiscal 2024, the Federal Drug Administration classified a prior safety notice for the BioZorb Marker as a Class I recall. This was a technical classification of a prior safety notice only, not a product removal. Following this, we lowered our forecast for this product line, which was an indicator of impairment. Accordingly, we performed an undiscounted cash flow analysis and determined the cash flows were not sufficient to recover the carrying value of the asset group. We performed a fair value analysis and determined that the fair value of the asset group was immaterial. As a result, we recorded an impairment charge of $13.3 million to developed technology, to fully write-off the asset. For additional information, please refer to Note 18 to our consolidated financial statements.

Cost of Service and Other Revenues

	Three Months Ended												~~Nine Months Ended~~
	June 28, 2025				June 29, 2024				Change				June 28, 2025				June 29, 2024				Change
	December 27, 2025				December 28, 2024				Change
	Amount		% ofServiceRevenue		Amount		% ofServiceRevenue		Amount		%		~~Amount~~		~~% ofServiceRevenue~~		~~Amount~~		~~% ofServiceRevenue~~		~~Amount~~		%
Cost of Service and Other Revenue	$	9598.65	4445.85	%	$	9594.2	4746.52	%	$	0.4.3	0.4.6	%	$	~~281.2~~	~~44.6~~	%	$	~~284.2~~	~~49.4~~	%	$	~~(3.0)~~	~~(1.1)~~	%

Service and other revenues gross margin increased to 5554.25% ~~and 55.4%, respectively,~~ in the current ~~three~~quarter ~~and nine month periods,~~ compared to 5253.48% ~~and 50.6%, respectively,~~ in the corresponding ~~periods~~period in the prior year. The increase in gross margin was primarily due to an increase in service contract ~~and preventative maintenance~~ revenue from our expanded installed base of digital mammography systems with lower field service expense. ~~In addition, the increase in the current nine month period was also due to an increase in lab testing revenue from Biotheranostics, which has higher margins than our legacy service business.~~

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Operating Expenses

	Three Months Ended												~~Nine Months Ended~~
	June 28, 2025				June 29, 2024				Change				June 28, 2025				June 29, 2024				Change
	December 27, 2025				December 28, 2024				Change
	Amount		% ofTotalRevenue		Amount		% ofTotalRevenue		Amount		%		~~Amount~~		~~% ofTotalRevenue~~		~~Amount~~		~~% ofTotalRevenue~~		~~Amount~~		%
Operating Expenses
Research and development	$	6160.45	65.08	%	$	6460.13	65.39	%	$	(20.7)2	(40.3)4	%	$	~~183.1~~	~~6.0~~	%	$	~~205.5~~	~~6.8~~	%	$	~~(22.4)~~	~~(10.9)~~	%
Selling and marketing	~~152~~154.29		14.98	%	~~146~~166.31		1416.53	%	5(11.92)		4(6.07)	%	~~472.8~~		~~15.5~~	%	~~439.4~~		~~14.4~~	%	~~33.4~~		~~7.6~~	%
General and administrative	99127.18		912.72	%	94115.07		911.3	%	512.1		510.45	%	~~334.5~~		~~11.0~~	%	~~306.2~~		~~10.1~~	%	~~28.3~~		~~9.2~~	%
Amortization of acquired intangible assets	32.03		0.32	%	54.37		0.5	%	(2.34)		(4351.41)	%	~~11.5~~		~~0.4~~	%	~~24.3~~		~~0.8~~	%	~~(12.8)~~		~~(52.7)~~	%
Impairment of intangible assets	—		—	%	0.4		—	%	(0.4)		**		37.5		1.2	%	5.6		0.2	%	31.9		569.6	%
Restructuring charges	3.9		0.4	%	3.9		0.4	%	—		**
Contingent consideration - fair value adjustment	—		—	%	—		—	%	—		**		—		—	%	1.7		0.1	%	(1.7)		100.0	%
	$	349.4	33.5	%	$	350.7	34.5	%	$	(1.3)	(0.4)	%
Restructuring charges	6.3		0.6	%	6.2		0.6	%	0.1		**		17.6		0.6	%	34.8		1.1	%	(17.2)		**
	$	322.0	31.6	%	$	316.3	31.2	%	$	5.7	1.8	%	$	1,057.0	34.6	%	$	1,017.5	33.5	%	$	39.5	3.9	%

** Percentage not meaningful

Research and Development Expenses. Research and development expenses ~~decreased~~increased 40.34% ~~and 10.9%, respectively,~~ in the current ~~three~~quarter ~~and nine month periods~~ compared to the corresponding ~~periods~~period in the prior year. ~~The decrease in the current three and nine months periods compared to the corresponding periods in the prior year was~~ primarily due to aan ~~decrease~~increase in ~~compensation~~consulting ~~and~~spend ~~benefits~~related ~~from~~to ~~lower~~the ~~headcount,~~quality ~~primarily~~organization ~~within Diagnostics~~ and ~~Breast~~remediating ~~Health~~matters ~~(excluding~~raised ~~Endomag),~~by ~~lower~~the ~~bonus~~FDA ~~expense~~ and ~~a decrease in project spend partially offset by~~ the inclusion of expenses of $21.25 million ~~and $6.2 million, respectively,~~ related to the ~~Endomag~~Gynesonics acquisition~~, and $1~~.8 ~~million~~This ~~and~~increase ~~$5.9~~was ~~million,~~partially ~~respectively,~~offset ~~related~~by ~~to the Gynesonics acquisition,~~ a decrease in ~~credits~~project ~~recorded~~spend ~~for~~primarily ~~funds~~in ~~received~~Diagnostics ~~from~~related ~~the Biomedical Advanced Research and Development Authority (BARDA) grant~~ to ~~obtain~~the ~~FDA~~Novodiag ~~approval~~next ofgeneration ~~our SARS-CoV-2 assays~~platform, and anlower ~~increase~~compensation ~~in consulting spend related to the quality organization~~ and ~~addressing~~benefits ~~matters~~from ~~raised~~a ~~by the FDA. The~~ decrease in ~~the~~headcount ~~current~~primarily ~~nine month period is also due to the prior year period included a $10.0 million charge related to the purchase of intellectual property to be used~~ in a Diagnostics ~~development project that had no future alternative use~~. At any point in time, we have a number of different research projects and clinical trials being conducted and the timing of these projects and related costs can vary from period to period.

Selling and Marketing Expenses. Selling and marketing expenses ~~increased~~decreased 46.~~0% and~~ 7.6%, ~~respectively,~~ in the current ~~three~~quarter ~~and nine month periods~~ compared to the corresponding ~~periods~~period in the prior year primarily due to ~~the~~a ~~inclusion~~one-time ofcontract ~~expenses~~termination offee ~~$6.6~~from ~~million~~the ~~and~~Endomag ~~$26.0~~acquisition ~~million,~~in ~~respectively, from~~ the ~~Endomag~~prior ~~acquisition~~year ~~which~~and ~~included~~to a ~~one-time~~lesser ~~contract~~extent ~~termination~~a ~~fee~~decrease in ~~the~~marketing ~~current~~initiatives, ~~nine~~partially ~~month~~offset ~~period,~~by the inclusion of expenses of $62.39 million ~~and $18.7 million, respectively,~~ from the Gynesonics acquisition~~, which included $6~~.8 million of expense for the acceleration and cash out of unvested stock options in connection with the acquisition in the current nine month period, partially offset by a decrease in marketing initiatives.

General and Administrative Expenses. General and administrative expenses increased 510.45% ~~and 9.2%, respectively,~~ in the current ~~three~~quarter ~~and nine month periods~~ compared to the corresponding ~~periods~~period in the prior year primarily due to ~~the~~an ~~inclusion~~increase ofin ~~expenses~~acquisition oftransaction ~~$1.9~~expenses ~~million~~related ~~and~~to ~~$7.0 million, respectively, from~~ the ~~Endomag~~potential ~~acquisition,~~merger ~~the~~with ~~inclusion~~Blackstone ~~of expenses of $1.6 million~~ and ~~$16.6 million~~TPG, ~~respectively,~~an ~~from~~increase ~~the~~in ~~Gynesonics~~compensation ~~acquisition~~and ~~which~~benefits ~~included~~primarily ~~$12.2~~due ~~million~~to ~~for~~transaction ~~the~~retention ~~acceleration~~bonuses, ~~and~~an ~~cash~~increase ~~out of unvested stock options~~ in ~~the~~consulting ~~current~~for ~~nine~~company ~~month period~~initiatives, ~~and~~ an increase in ~~consulting,~~bad ~~partially~~debt ~~offset by lower bonus~~ expense. Inand ~~the~~an ~~current~~increase ~~three~~in ~~month period, we also had higher~~ expense ~~from~~related to our deferred compensation plan primarily due to ~~improved~~stock market ~~performance~~gains. InThese ~~addition,~~increases inwere ~~the~~partially ~~current~~offset ~~nine~~by ~~month~~lower ~~period~~stock wecompensation ~~had~~expense andue ~~increase~~to inthe ~~legal~~absence ~~fees,~~of ITnew ~~project~~grants ~~spend,~~of ~~acquisition~~performance ~~transaction expenses and~~ stock ~~compensation~~units ~~expense,~~in ~~partially~~fiscal ~~offset~~2026 ~~by lower expense from our deferred compensation plan~~ and to a ~~decrease~~lesser inextent, ~~bad~~lower ~~debt~~legal ~~expense~~fees.

Amortization of Acquired Intangible Assets. Amortization of acquired intangible assets primarily results from customer relationships and trade names related to our acquisitions. These intangible assets are generally amortized over their estimated useful lives of between 5 and 30 years. Amortization expense decreased in the current ~~three~~quarter ~~and~~compared ~~nine~~to ~~month~~the ~~periods~~corresponding period in the prior year primarily due to lower amortization of the Bolder and Diagenode customer relationship and trade name

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~~due to lower amortization of the Bolder and Diagenode customer relationship and trade name~~ intangible assets as a result of impairment charges recorded in the second quarter of fiscal 2025, ~~and~~partially ~~accelerated~~offset by amortization inexpense ~~the~~from ~~prior year period of customer relationship and trade name intangible assets acquired in~~ the ~~Mobidiag~~Gynesonics acquisition.

Impairment of Intangible Assets. During the second quarter of fiscal 2025, as discussed above, we recorded aggregate impairment charges of $204.0 million related to our Acessa, Bolder, Diagenode and Mobidiag businesses of which $20.5 million was allocated to customer lists and trade names and written off to operating expenses. We also recorded an impairment charge of $16.9 million to record our IPR&D asset from the Mobidiag acquisition to fair value. The reduction in fair value was primarily due to a reduction in forecasted revenues and timing of completing the project. During the third quarter of fiscal 2024, as discussed above, we recorded an additional impairment charge related to our BioZorb product line of $13.7 million of which $0.4 million was allocated to trade names. During the second quarter of fiscal 2024, we recorded an impairment charge of $26.8 million related to our BioZorb product line of which $0.9 million was allocated to trade names and written off to operating expenses. During the first quarter of fiscal 2024 we recorded an impairment charge of $4.3 million to record our IPR&D asset from the Mobidiag acquisition to fair value. The reduction in fair value was primarily due to a reduction in forecasted revenues and timing of completing the project. For additional information, please refer to Note 18 to our consolidated financial statements.

Restructuring Charges. We have implemented various cost reduction initiatives to align our cost structure with our operations and related integration activities. These actions have primarily resulted in the termination of employees and the shutdown of certain facilities. During the third quarter of fiscal 2025, we made the decision to reorganize and reduce costs in China resulting in the termination of certain employees across various divisions and departments. Charges of $4.1 million were recorded for severance benefits during the third quarter of fiscal 2025, and the action was completed in the quarter. During the second quarter of fiscal 2025 we made various decisions to reorganize certain departments and reduce costs resulting in the termination of certain employees in the Breast Health and Surgical divisions and Corporate functions in the U.S. across multiple departments. Charges of $5.0 million were recorded for severance benefits during the second quarter of fiscal 2025. These actions were completed as of March 29, 2025. During the first quarter of fiscal 2024, we further refined our strategy for the Mobidiag business and decided to discontinue the manufacture and sale of certain products. This decision resulted in the closure of facilities in Finland and France as we moved the development activities and operations to our San Diego, California location. As a result, we recorded accelerated depreciation of $7.2 million and a lease impairment charge of $12.5 million in the first quarter of fiscal 2024. In addition, during the first quarter of fiscal 2024, we recorded the minimum statutory severance benefit for the affected French employees of $1.8 million. During the second quarter of fiscal 2024, we finalized negotiations with the respective Works Councils and recorded severance charges of $4.0 million related to this action, and during the third quarter of fiscal 2024, we recorded an additional $3.9 million. For the three and nine month periods ended June 28, 2025, we recorded severance benefit charges for the affected employee groups of $1.0 million and $3.4 million, respectively. This action was completed in the third quarter of fiscal 2025. For additional information, please refer to Note 8 to our consolidated financial statements.

Interest Income

Three Months Ended

~~Nine Months Ended~~

June 28,2025

June 29,2024

Change

June 28,2025

June 29,2024

Change

December 27,2025

December 28,2024

Change

Amount

~~Amount~~

Interest Income

1619.47

2824.42

(124.05)

(4218.36)

~~55.5~~

~~80.3~~

~~(24.8)~~

~~(31.0)~~

Interest income decreased in the current ~~three~~quarter ~~and nine month periods~~ compared to the corresponding ~~periods~~period in the prior year due to lower ~~average cash and investment balances and lower~~ interest rates as the U.S. Federal Reserve reduced the Federal Funds Rate over the last twelve months.

Interest Expense

Three Months Ended

~~Nine Months Ended~~

June 28,2025

June 29,2024

Change

June 28,2025

June 29,2024

Change

December 27,2025

December 28,2024

Change

Amount

~~Amount~~

Interest Expense

(2827.96)

(3130.95)

32.09

(9.45)

~~(88.5)~~

~~(90.2)~~

~~1.7~~

~~(1.8)~~

42Interest expense consists primarily of the cash interest costs and the related amortization of the debt discount and deferred issuance costs on our outstanding debt. Interest expense decreased in the current quarter compared to the corresponding period in the prior year primarily due to a lower principal balance outstanding under our 2025 Credit Agreement and a reduction in interest rates as the U.S. Federal Reserve reduced the Federal Funds Rate over the last twelve months.

~~Table~~Other ~~of Contents~~Income

Interest expense consists primarily of the cash interest costs and the related amortization of the debt discount and deferred issuance costs on our outstanding debt. Interest expense decreased in the current three and nine month periods compared to the corresponding period in the prior year primarily due to a lower principal balance outstanding under our 2021 Credit Agreement and a reduction in interest rates as the U.S. Federal Reserve reduced the Federal Funds Rate over the last twelve months. In the current nine month period, the decrease was partially offset by a reduction of $9.4 million received under interest rate swap agreements primarily due to a decrease in our overall hedged principal amount from $1.0 billion to $500 million and an increase in the fixed SOFR component under those agreements.


	Three Months Ended
	December 27, 2025		December 28, 2024		Change
	Amount		Amount		Amount		%
Other Income	$	0.6	$	24.0	$	(23.4)	**

Other Income (Expense), net

	Three Months Ended							Nine Months Ended
	June 28,2025		June 29,2024		Change			June 28,2025		June 29,2024		Change
	Amount		Amount		Amount		%	Amount		Amount		Amount		%
Other Income (Expense), net	$	(7.1)	$	0.2	$	(7.3)	**	$	9.6	$	0.8	$	8.8	**

** Percentage not meaningful

For the ~~current~~first ~~three~~quarter ~~month~~of ~~period~~fiscal 2026, this account primarily consisted of ~~net~~a ~~foreign~~gain ~~currency exchange losses~~ of $102.69 million ~~primarily~~ from the ~~mark-to-market~~change ofin ~~foreign~~cash ~~currency~~surrender ~~contracts~~value ~~used~~of tolife ~~hedge~~insurance ~~operating~~contracts ~~results~~related ~~and~~to aour ~~$2.5~~deferred ~~million~~compensation ~~ownership~~plan ~~share~~driven ~~loss~~by ~~from~~stock ~~our~~market ~~investment~~gains inand ~~Maverix~~a ~~Medical.~~net ~~These~~foreign ~~losses~~currency ~~were~~exchange ~~partially offset by a~~ gain of $50.94 million primarily from the ~~change~~mark-to-market ~~in cash surrender value~~ of ~~life~~foreign ~~insurance~~currency contracts ~~related~~used to ~~our~~hedge ~~deferred~~operating ~~compensation~~results. ~~plan~~These ~~driven by stock market~~ gains. ~~For~~were ~~the~~partially ~~third~~offset ~~quarter~~by ~~of fiscal 2024, this account primarily consisted of~~ a ~~gain of~~ $02.98 million loss from ~~the~~our ~~change~~Maverix instrategic ~~cash~~investment ~~surrender~~that ~~value~~is ofaccounted ~~life~~for ~~insurance~~under ~~contracts~~the ~~related~~equity tomethod. ~~our~~For ~~deferred~~the ~~compensation~~first ~~plan~~quarter ~~driven~~of byfiscal ~~stock~~2025, ~~market~~this ~~gains~~account ~~and~~primarily consisted of net foreign currency exchange gains of $025.46 million primarily from the mark-to-market of foreign currency contracts used to hedge operating results, partially offset by a loss of $01.95 million ~~ownership share loss~~ from our ~~investment in~~ Maverix ~~Medical.~~strategic investment.

For the current nine month period, this account primarily consisted of net foreign currency exchange gains of $11.5 million primarily from the mark-to-market of foreign currency contracts used to hedge operating results and to a lesser extent, a gain of $3.9 million from the change in cash surrender value of life insurance contracts related to our deferred compensation plan driven by stock market gains. These gains were partially offset by a $5.9 million ownership share loss from our investment in Maverix Medical. For the corresponding nine month period in the prior year, this account primarily consisted of a gain of $10.9 million from the change in cash surrender value of life insurance contracts related to our deferred compensation plan driven by stock market gains. This gain was partially offset by net foreign currency exchange losses of $7.2 million primarily from the mark-to-market of foreign currency contracts used to hedge operating results, and a $2.3 million ownership share loss from our investment in Maverix Medical.

Provision for Income Taxes

Three Months Ended

~~Nine Months Ended~~

June 28,2025

June 29,2024

Change

June 28,2025

June 29,2024

Change

December 27,2025

December 28,2024

Change

Amount

~~Amount~~

Provision for Income Taxes

4050.16

46.25

(64.1)

~~(13~~8.2)8

~~75.5~~

~~32.6~~

~~42.9~~

**PercentageOur ~~not~~effective ~~meaningful~~tax rate for the three months ended December 27, 2025 was 22.0% compared to 18.8% for the corresponding period in the prior year. The effective tax rate for the three months ended December 27, 2025 was higher than the U.S. statutory tax rate primarily due to U.S. tax on foreign earnings and income tax reserves, partially offset by the U.S.

~~Our effective tax rates for the three and nine months ended June 28, 2025 were 17.1% and 16.6%, respectively, compared to 19.2% and 5.1% for the corresponding periods in the prior year.~~ 34

Our effective tax rates for both the three and nine months ended June 28, 2025 differed from the U.S. statutory tax rate primarily due to the geographic mix of income, which was impacted by impairment charges in high-tax jurisdictions recognized in the second quarter of fiscal 2025, and income earned by our international subsidiaries, which are generally taxed at rates lower than the U.S. statutory tax rate, the U.S. deduction for foreign derived intangible income, federal and state tax credits, and U.S. tax on foreign earnings.

Our effective tax rate for the three months ended June 29, 2024 was lower than the U.S. statutory tax rate primarily due to the geographic mix of income earned by our international subsidiaries, which are generally taxed at rates lower than the U.S.

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~~statutory tax rate and the U.S.~~ deduction for foreign derived intangible income., ~~Our~~income ~~effective~~earned ~~tax~~by ~~rate~~the ~~for~~Company’s ~~the~~international ~~nine~~subsidiaries, ~~months~~which ~~ended~~are ~~June 29,~~generally ~~2024~~taxed ~~was~~at rates lower than the U.S. statutory tax rate, ~~primarily~~and ~~due~~federal toand astate ~~discrete~~ tax ~~benefit~~credits. ofThe ~~$107.2 million~~effective ~~related~~tax torate afor ~~worthless~~the ~~stock~~three ~~deduction~~months onended ~~the~~December 28, ~~investment~~2024 inwas ~~one~~lower ofthan ~~our~~the ~~international~~U.S. ~~subsidiaries~~statutory ~~recorded~~tax inrate ~~the~~primarily ~~first~~due ~~quarter~~to ofthe ~~fiscal~~U.S. ~~2024,~~deduction ~~the~~for ~~geographic~~foreign ~~mix~~derived ofintangible income, income earned by ~~our~~the Company’s international subsidiaries, which are generally taxed at rates lower than the U.S. statutory tax rate, federal and ~~the~~state tax credits, partially offset by U.S. ~~deduction~~tax ~~for~~on foreign ~~derived intangible income~~earnings.

Segment Results of Operations

We operate in four segments: Diagnostics, Breast Health, GYN Surgical and Skeletal Health. The accounting policies of the segments are the same as those described in the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended September 2827, ~~2024~~2025. We measure segment performance based on total revenues and operating income (loss), excluding amortization of intangible assets, goodwill and intangible asset impairment charges, restructuring, consolidation and integration costs, transaction and acquisition-related charges and other one-time unusual items not representative of the core business operations. Revenues from product sales of each of these segments are described in further detail above. The discussion that follows is a summary analysis of total revenues and the primary changes in operating income or loss by segment.

Diagnostics

	Three Months Ended										~~Nine Months Ended~~
	June 28,2025			June 29,2024			Change				June 28,2025			June 29,2024			Change
	December 27,2025			December 28,2024			Change
	Amount			Amount			Amount		%		~~Amount~~			~~Amount~~			~~Amount~~		%
Total Revenues	$	~~448~~464.94		$	~~440~~470.86		$	8(6.12)	(1.83)	%	$	~~1,373.1~~		$	~~1,338.7~~		$	~~34.4~~	~~2.6~~	%
Operating Income	$	~~111~~157.15		$	89155.75		$	212.40	231.93	%	$	~~249.5~~		$	~~210.1~~		$	~~39.4~~	~~18.8~~	%
Operating Income as a % of Segment Revenue	2433.79		%	2033.30		%					~~18.2~~		%	~~15.7~~		%

Diagnostics revenues ~~increased~~decreased in the current ~~three~~quarter ~~and nine month periods~~ compared to the corresponding ~~periods~~period in the prior year primarily due to ana ~~increase~~decrease in product revenue discussed above. ~~The increase in revenue in the current nine month period compared to the corresponding period in the prior year was also due to higher lab testing revenue from our Biotheranostics business.~~

Operating income for this business segment increased in the current ~~three~~quarter ~~and nine month periods~~ compared to the corresponding ~~periods~~period in the prior year. The increase in the current ~~three~~quarter ~~month period~~ was primarily due to ~~an increase in gross profit and a~~ decrease in operating expenses. ~~The increase in the current nine month period was primarily due to a decrease in operating expenses,~~ partially offset by a decrease in gross profit. ~~Gross margin was 55.0% and 49.9%, respectively, in the current three and nine month periods compared to 53.1% and 52.2%, respectively, in the corresponding periods in the prior year.~~ The ~~increase~~decrease in ~~the~~gross ~~current~~profit ~~three month period compared to the corresponding period in the prior year~~ was primarily ~~due~~driven toby ~~an increase in sales volumes of our Women’s Health assays, primarily BV/CV assays, and Fusion respiratory assays, favorable manufacturing variances from higher production volumes and~~ lower ~~scrap~~revenues and a decrease in ~~intangible~~gross ~~asset~~margin ~~amortization for the Mobidiag and Diagenode developed technology assets~~ as adiscussed ~~result~~above ofunder ~~impairment~~costs ~~charges recorded in the second quarter~~ of ~~fiscal~~product ~~2025,~~revenues. ~~partially~~Segment ~~offset~~operating byexpenses adecreased ~~decrease~~ in ~~Covid assay volumes, an increase in sustaining on-market support and higher amortization and service costs from a larger installed base. The decrease in~~ the current ~~nine month~~ period ~~compared~~as towe ~~the~~had ~~corresponding~~lower ~~period~~research ~~in the prior year was primarily due to the impairment charges recorded in the second quarter of the current year related to Diagenode~~ and ~~Mobidiag~~development ~~aggregating $73.1 million~~headcount, alower ~~decrease~~research ~~in Covid assay volumes~~ and andevelopment ~~increase~~project ~~in sustaining on-market support partially offset by the increase in sales volume of our Women’s Health assays~~spend, ~~primarily BV/CV assays, favorable manufacturing variances from higher production volumes,~~ and ~~no period charges from the Mobidiag business as~~ a ~~result~~decrease ofin ~~the~~marketing ~~facility closure during the second half of fiscal 2024. In addition~~initiatives, ~~the decline in gross margin was~~ partially offset by an increase in ~~Biotheranostics~~bad ~~lab~~debt ~~testing revenue which has higher margins~~expense.

Operating expenses decreased in the current three and nine month periods compared to the corresponding periods in the prior year primarily due to lower research and development headcount from prior year restructuring actions, lower bonus expense, and a decrease in marketing initiatives. In addition, in the current nine month period we had a decrease in operating expenses as the prior year period included a lease impairment charge of $12.5 million, a $10.0 million charge related to the purchase of intellectual property that had no future alternative use, and accelerated amortization expense of acquired intangible assets which resulted in lower amortization expense of acquired intangible assets in the current nine month period. This was partially offset by an increase in impairment charges in the current nine month period related to the in-process research and

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development intangible asset from our Mobidiag business and an intangible asset from our Diagenode business as discussed above.

Breast Health

	Three Months Ended										~~Nine Months Ended~~
	June 28,2025			June 29,2024			Change				June 28,2025			June 29,2024			Change
	December 27,2025			December 28,2024			Change
	Amount			Amount			Amount		%		~~Amount~~			~~Amount~~			~~Amount~~		%
Total Revenues	$	~~365~~375.29		$	~~385~~369.01		$	~~(19~~6.8)	~~(5.~~1).8	%	$	~~1,090.4~~		$	~~1,147.3~~		$	~~(56.9)~~	~~(5.0)~~	%
Operating Income	$	99102.68		$	~~102~~89.47		$	(213.8)1	(214.7)6	%	$	~~262.8~~		$	~~296.2~~		$	~~(33.4)~~	~~(11.3)~~	%
Operating Income as a % of Segment Revenue	27.3		%	2624.63		%					~~24.1~~		%	~~25.8~~		%

Breast Health revenues ~~decreased~~increased in the current ~~three~~quarter ~~and nine month periods~~ compared to the corresponding ~~periods~~period in the prior year due to aan ~~decrease~~increase in ~~product~~service ~~revenues~~revenue ~~as discussed above~~ partially offset by andecrease ~~increase~~ in ~~service~~product ~~revenue~~revenues as discussed above.

Operating income for this business segment ~~decreased~~increased in the current ~~three~~quarter ~~and nine month periods~~ compared to the corresponding ~~periods~~period in the prior year primarily due to aan ~~decrease~~increase in gross profit ~~from~~and ~~the~~to ~~reduction~~a inlesser ~~revenues~~extent ~~and~~a andecrease ~~increase~~ in operating expenses. ~~Gross~~The ~~margin~~increase ~~was~~in ~~57.0%~~gross ~~and~~profit ~~56.4%,~~was ~~respectively,~~primarily indriven ~~the~~by ~~current~~higher ~~three~~service ~~and~~revenues ~~nine~~as ~~month~~discussed ~~periods~~above ~~compared to 54.3%~~ and ~~54.3%,~~an ~~respectively,~~increase in ~~the~~gross ~~corresponding~~margin ~~periods~~discussed inabove ~~the~~under ~~prior~~costs ~~year.~~of ~~The~~product ~~increase~~revenues. inSegment ~~gross~~operating ~~margin~~expenses decreased in the current ~~three~~period ~~and~~compared ~~nine~~to ~~month~~the ~~periods~~corresponding ~~was~~period ~~primarily~~in ~~driven by~~ the prior year ~~periods’~~primarily ~~inclusion~~due ofto ~~intangible~~a ~~asset~~decrease ~~impairment~~in ~~charges~~marketing ofinitiatives ~~$13.3 million~~ and ~~$39.2~~trade ~~million,~~show ~~respectively~~spend, ~~related~~lower tocommissions ~~Biozorb~~and asa ~~discussed~~decrease ~~above, an increase~~ in ~~service~~legal ~~contract revenue from our expanded installed base with lower field service expense~~expenses, ~~and the inclusion of Endomag,~~ partially offset by ~~the~~an ~~decrease~~increase in ~~sales~~spend ~~of 3D Dimensions systems and~~ related ~~workstations and workflow products (including software), higher intangible asset amortization related~~ to the ~~Endomag~~quality ~~acquisition,~~organization and ~~unfavorable~~remediating ~~manufacturing~~matters ~~variances~~raised ~~from~~by ~~lower~~the ~~production volumes and higher excess and obsolescence charges~~FDA.

Operating expenses increased in the current three and nine month periods compared to the corresponding periods in the prior year primarily due to the inclusion of expenses from the Endomag acquisition of $11.2 million and $40.5 million, respectively. These increases were partially offset by a decrease in marketing initiatives, bonus expense and acquisition transaction expenses.35

GYN Surgical

	Three Months Ended										Nine Months Ended
	June 28,2025			June 29,2024			Change				June 28,2025			June 29,2024			Change
	Amount			Amount			Amount		%		Amount			Amount			Amount		%
Total Revenues	$	178.4		$	166.6		$	11.8	7.1	%	$	507.3		$	484.8		$	22.5	4.6	%
Operating Income	$	48.8		$	56.7		$	(7.9)	(13.9)	%	$	(29.3)		$	144.3		$	(173.6)	(120.3)	%
Operating Income as a % of Segment Revenue	27.4		%	34.0		%					(5.8)		%	29.8		%

GYN Surgical revenues increased in the current three and nine month periods compared to the corresponding periods in the prior year primarily due to the increase in product revenues discussed above.

Operating income for this business segment decreased in the current three and nine month periods compared to the corresponding periods in the prior year. The decrease in the current three month period was primarily due to an increase in operating expenses partially offset by an increase in gross profit. The decrease in the current nine month period was primarily due to a decrease in gross profit and an increase in operating expenses. Gross margin was 67.2% and 43.4%, respectively, in the current three and nine month periods compared to 69.6% and 67.7%, respectively, in the corresponding periods in the prior year. The decrease in gross margin in the current three month period compared to the corresponding period in the prior year was primarily due to higher sales volumes of our lower margin Fluent Fluid Management systems and Sonata products, lower sales volumes of our higher margin NovaSure devices in the U.S. and a decrease in average selling prices of our MyoSure devices in the U.S. The decrease in gross margin in the current nine month period compared to the corresponding period in the prior year was primarily due to impairment charges related to the Acessa and Bolder developed technology assets aggregating $110.4

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~~million~~GYN recorded in the second quarter of fiscal 2025 and the step-up to fair value for the acquired Gynesonics inventory sold, and to a lesser extent an increase in sales of lower margin products discussed above.Surgical

Operating expenses increased in the current three and nine month periods compared to the corresponding periods in the prior year primarily due to the inclusion of expenses from the Gynesonics acquisition of $9.9 million and $44.2 million, respectively, which included $20.8 million for the acceleration of unvested stock options in connection with the transaction within the current nine month period. The increase in the current nine month period was also due to impairment charges related to intangible assets from our Acessa and Bolder businesses as discussed above, aggregating $16.0 million included in operating expenses, partially offset by a decrease in bad debt expense in the current nine month period.


	Three Months Ended
	December 27, 2025			December 28, 2024			Change
	Amount			Amount			Amount		%
Total Revenues	$	180.8		$	166.3		$	14.5	8.7	%
Operating Income	$	40.5		$	58.6		$	(18.1)	(30.9)	%
Operating Income as a % of Segment Revenue	22.4		%	35.2		%

GYN Surgical revenues increased in the current quarter compared to the corresponding period in the prior year primarily due to the increase in product revenues discussed above.

Operating income for this business segment decreased in the current quarter compared to the corresponding period in the prior year primarily due to an increase in operating expenses and a decrease in gross profit. The decrease in gross profit was primarily driven by a decrease in gross margin discussed above under costs of product revenues partially offset by an increase in revenues as discussed above. Segment operating expenses increased in the current period compared to the corresponding period in the prior year primarily due to the inclusion of expenses from the Gynesonics acquisition of $5.1 million (excluding intangible asset amortization), an increase in commission expense from higher revenues and higher bad debt expense.

Skeletal Health

	Three Months Ended										~~Nine Months Ended~~
	June 28,2025			June 29,2024			Change				June 28,2025			June 29,2024			Change
	December 27,2025			December 28,2024			Change
	Amount			Amount			Amount		%		~~Amount~~			~~Amount~~			~~Amount~~		%
Total Revenues	$	3126.37		$	1915.08		$	1210.39	6469.70	%	$	~~80.1~~		$	~~71.5~~		$	~~8.6~~	~~12.0~~	%
Operating Income	$	(42.9)8		$	(43.81)		$	(05.1)9	2(190.13)	%	$	~~(5.6)~~		$	~~2.0~~		$	~~(7.6)~~	~~(380.0)~~	%
Operating Income as a % of Segment Revenue	~~(15~~10.5)		%	(2519.36)		%					~~(7.0)~~		%	~~2.7~~		%

Skeletal Health revenues increased in the current ~~three~~quarter ~~and nine month periods~~ compared to the corresponding ~~periods~~period in the prior year primarily due to an increase in product revenues as discussed above.

Operating income ~~for~~increased ~~this business segment remained relatively flat~~ in the current ~~three~~quarter ~~month period~~ compared to the corresponding period in the prior year. ~~Operating income decreased in the current nine month period compared to the corresponding period in the prior year~~ primarily due to ~~a decrease in gross profit and to a lesser extent~~ an increase in ~~operating~~gross ~~expenses~~profit. ~~Gross margin was 4.6% and 17.6% in the current three and nine month periods, respectively, compared to 4.9% and 27.9% in the corresponding periods in the prior year, respectively.~~ The ~~decrease~~increase in gross ~~margin~~profit was primarily ~~due~~driven toby ahigher ~~charge~~revenues ~~for~~as ~~non-cancelable~~discussed ~~purchase~~above ~~commitments related to the Insight FD system that we will stop selling in fiscal 2026, lower average selling prices~~ and ~~to a lesser extent increased costs related to the Horizon DXA field remediation, partially offset by~~ an increase in ~~sales~~gross ~~volumes~~margin ofdiscussed ~~our~~above ~~Horizon~~under ~~DXA~~costs ~~systems as the temporary stop-ship implemented in the third quarter~~ of ~~fiscal~~product ~~2024 was fully resolved during the third quarter of fiscal 2025, and the prior year period included a $5~~revenues.0 ~~million warranty charge related to the Horizon DXA stop-ship.~~

Operating expenses increased in the current three and nine month periods compared to the corresponding periods in the prior year primarily due to an increase in allocated administration expenses.

LIQUIDITY AND CAPITAL RESOURCES

At ~~June~~December 2827, 2025, we had $2,~~458~~892.91 million of working capital and our cash and cash equivalents totaled $12,~~735~~168.20 million. Our cash and cash equivalents ~~decreased~~increased by $~~425~~208.05 million during the first ~~nine~~three months of fiscal ~~2025~~2026 primarily due to cash generated from operating activities, partially offset by cash used in investing and financing activities primarily related to ~~repurchases~~capital ofexpenditures, ~~our~~strategic ~~common stock~~investments, ~~cash~~and ~~paid~~payments toof ~~acquire~~employee ~~Gynesonics,~~taxes ~~capital~~withheld ~~expenditures~~for ~~and~~the ~~strategic~~net ~~investments,~~share ~~partially~~settlement ~~offset~~of byvested ~~cash~~restricted ~~generated~~stock ~~from~~units, ~~operating~~partially ~~activities~~offset ~~and~~by maturities of available-for-sale securities.

In the first ~~nine~~three months of fiscal ~~2025~~2026, our operating activities provided cash of $~~702~~229.09 million, primarily due to net income of $~~378~~179.51 million, ~~non-cash charges for intangible asset impairments of $220.9 million,~~ depreciation and amortization aggregating $~~220~~69.36 million, and stock-based compensation expense of $7226.09 million. ~~These~~Cash ~~adjustments~~provided toby operations included a net ~~income~~cash ~~were~~outflow ~~partially~~of ~~offset~~$51.2 bymillion afrom ~~decrease~~changes in ~~net~~our ~~deferred~~operating ~~income~~assets ~~taxes~~and ~~of $111~~liabilities.3 ~~million~~This ~~primarily~~cash ~~due~~outflow towas ~~the~~primarily ~~amortization~~driven ofby ~~intangible~~a ~~assets~~decrease ~~and~~in ~~the~~deferred ~~impairments~~revenue of ~~acquired~~29.2 ~~intangible~~million ~~assets~~primarily ~~recorded~~due into the ~~second~~timing ~~quarter~~ of ~~fiscal~~annual ~~2025.~~billings ~~Cash~~on ~~provided~~our byservice ~~operations~~contracts, ~~included~~an aincrease ~~net cash outflow~~ of $9325.41 million ~~from~~in ~~changes~~prepaid inexpenses ~~our~~and ~~operating~~other assets ~~and~~primarily ~~liabilities.~~due ~~This~~to ~~cash~~an ~~outflow~~increase ~~was~~in ~~primarily~~an ~~driven~~insurance byreimbursement receivable, and a decrease of $6117.43 million in accrued expenses and other liabilities primarily due to the payment of our annual bonuses, timing of payroll and restructuring payments~~, an increase in inventory of $34~~.7 ~~million~~These tocash ~~meet~~outflows ~~expected~~were ~~demand~~partially ~~across~~offset ~~our~~by ~~primary product lines and the build of Breast Health capital equipment related to the transfer of manufacturing to Newark, Delaware from Danbury, Connecticut and~~ a decrease in accounts ~~payable~~receivable of $1218.40 million primarily due to ~~the~~improved ~~timing~~collections, ofprimarily ~~payments.~~in the U.S.

46In the first three months of fiscal 2026, our investing activities used cash of $12.1 million primarily due to capital expenditures of $35.1 million, which primarily consisted of the placement of equipment under customer usage agreements,

In the first nine months of fiscal 2025, our investing activities used cash of $350.6 million primarily due to a $321.5 million net payment for the Gynesonics acquisition, capital expenditures of $106.6 million, which primarily consisted of the placement of equipment under customer usage agreements and purchase of manufacturing equipment, $33.0 million for purchases of additional strategic investments and $15.4 million for purchases of intellectual property licenses. These cash outflows were partially offset by $128.0 million of maturities on our available-for-sale securities. 36

Inpurchases ~~the first nine months~~ of ~~fiscal~~manufacturing ~~2025~~equipment, ~~our~~and ~~financing~~building ~~activities~~improvements, ~~used~~and ~~cash of~~ $~~778~~24.80 million ~~primarily due to $752.9 million~~ for ~~repurchases~~strategic ~~of our common stock, including a $250 million accelerated share repurchase program completed in the first quarter of fiscal 2025, $28~~investments.1 ~~million~~These ~~for~~cash ~~debt~~outflows ~~principal~~were ~~payments~~partially ~~under~~offset ~~our~~by ~~2021 Credit Agreement, and~~ $2248.0 million ~~for the payment~~ of ~~employee~~maturities ~~taxes~~on ~~withheld~~our available-for-sale ~~the net share settlement of vested restricted stock units~~securities. ~~Partially offsetting these uses of cash were proceeds of $27.7 million from our equity plans.~~

In the first three months of fiscal 2026, our financing activities used cash of $10.7 million primarily due to $18.1 million for the payment of employee taxes withheld for the net share settlement of vested restricted stock units, partially offset by proceeds of $8.3 million from our equity plans.

Debt

We had total recorded debt outstanding of $2.51 billion at ~~June~~December 2827, 2025, which was comprised of amounts outstanding under our ~~then~~2025 ~~existing~~ Credit Agreement of $1.17167 billion (principal of $1.17169 billion), 2029 Senior Notes of $~~942~~943.4 million (principal of $950.0 million), and 2028 Senior Notes of $398.15 million (principal of $400.0 million).

2025 Credit Agreement ~~(Subsequent Event)~~

On July 15, 2025, we refinanced our then existing ~~2021~~term ~~Term~~loan ~~Loan~~ and ~~2021~~revolving ~~Revolver~~credit facility with Bank of America, N.A. in its capacity as Administrative Agent, Swing Line ~~Lender~~Leader and L/C Issuer, and certain other lenders ~~from time to time party thereto~~ (the “2021 Credit Agreement”) by entering into a Refinancing Amendment No. 4 (the “2025 Credit Agreement”). ~~Borrowings~~The ~~under the~~ 2025 Credit ~~Agreement~~agreement ~~are~~provided ~~secured~~a by$1.169 billion ~~first-priority~~secured ~~liens~~term ~~on,~~loan ~~and~~(“2025 aTerm ~~first~~Loan”) ~~priority~~with ~~security~~a ~~interest~~stated ~~in,~~maturity ~~substantially~~date ~~all~~ of ~~our~~July ~~and~~15, ~~our~~2030, ~~Subsidiary~~and ~~Guarantors’~~a U$1.S.25 billion ~~assets.~~secured ~~The~~revolving credit ~~facilities~~facility (the “2025 ~~Credit Facilities~~Revolver”). As of December 27, 2025, the principal amount outstanding was $1.169 billion. No amounts were outstanding under the 2025 ~~Credit~~Revolver, ~~Agreement~~and ~~consist~~the ~~of:~~full amount was available to be borrowed by the Company.

•ABorrowings ~~$1.17~~under ~~billion~~the ~~secured~~2025 ~~term~~Credit ~~loan~~Agreement, other than Swing Line Loans, bear interest, at our option, at the Base Rate, the Daily SOFR Rate, the Term SOFR Rate, the Alternative Currency Daily Rate, and the Alternative Currency Term Rate, in each case plus the Applicable Rate (~~“2025~~in each case, as defined in Refinancing Amendment No. 4). The Term Loan”) ~~with~~borrowings ainitially ~~stated~~bear ~~maturity~~interest ~~date~~at an annual rate equal to Term SOFR Rate plus 1.10%. As of ~~July~~December 1527, ~~2030;~~2025, ~~and~~the interest rate was 4.83% per annum.

•A secured revolving credit facility (the “2025 Revolver”) under which the Borrowers may borrow up to $1.25 billion, subject to certain sublimits, with a stated maturity date of July 15, 2030.

Borrowings under the 2025 Credit Agreement, other than Swing Line Loans, bear interest, at our option, at the Base Rate, at the Alternative Currency Daily Rate, at the Alternative Currency Term Rate, or as Term SOFR Loans, in each case plus the Applicable Rate (in each case, as defined in Refinancing Amendment No. 4).

We are required to make scheduled principal payments under the 2025 Term Loan in increasing amounts, which currently range from $2.92 million per three-month period to $14.61 million per three-month period commencing with the three-month period ending on September 25, 2026. The remaining scheduled balance of $1.04 billion (or such lesser aggregate principal amount of the Term Loans then outstanding) on the 2025 Term Loan and any amounts outstanding under the 2025 Revolver are due at their respective maturities. In addition, subject to the terms and conditions set forth in the 2025 Credit Agreement, we may be required to make certain mandatory prepayments from the net proceeds of specified types of asset sales (subject to certain reinvestment rights), debt issuances (excluding permitted debt) and insurance recoveries (subject to certain reinvestment rights). Certain mandatory prepayments are subject to reduction or elimination if certain financial covenants are met. Subject to certain limitations, we may voluntarily prepay any of the 2025 Credit Facilities without premium or penalty.

The 2025 Credit Agreement contains ~~affirmative and negative covenants customarily applicable to senior secured credit facilities, including the requirement that we maintain~~ two financial ~~ratios~~covenants: (a total ~~net~~ leverage ratio and an interest coverage ratio), both of which are measured as of the last day of each fiscal quarter ~~for~~on ~~the~~a ~~previous~~latest twelve-month ~~period~~basis. ~~These~~The ~~covenants~~terms and calculations thereof are ~~consistent~~defined ~~with~~in ~~those~~further ~~under~~detail in the ~~2021~~2025 Credit Agreement. As of December 27, ~~and~~2025, we were in compliance with these covenants ~~as of June 28, 2025~~.

2028 Senior Notes

The total aggregate principal balance of the 2028 Senior Notes is $400.0 million. The 2028 Senior Notes are general senior unsecured obligations and are guaranteed on a senior unsecured basis by certain of our domestic subsidiaries. The 2028 Senior Notes mature on February 1, 2028 and bear interest at the rate of 4.625% per year, payable semi-annually on February 1 and August 1 of each year. We have the option to redeem the 2028 Senior Notes on or after: February 1, 2025 through February 1, 2026 at 100.770% of par; and February 1, 2026 and thereafter at 100% of par. In addition, if there is a change of control coupled with a decline in ratings, as provided in the indenture, we will be required to make an offer to purchase each holder’s 2028 Senior Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the repurchase date.

2029 Senior Notes

The total aggregate principal balance of the 2029 Senior Notes is $950.0 million. The 2029 Senior Notes are general senior unsecured obligations and are guaranteed on a senior unsecured basis by certain domestic subsidiaries. The 2029 Senior Notes mature on February 15, 2029 and bear interest at the rate of 3.250% per year, payable semi-annually on February 15 and August 15 of each year. We have the option to redeem the 2029 Senior Notes on or after: September 28, 2024 through September 27, 2025 at 100.813% of par; and September 28, 2025 and thereafter at 100% of par. In addition, if there is a change of control coupled with a decline in ratings, as provided in the indenture, we will be required to make an offer to purchase each holder’s 2029 Senior Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the repurchase date.37

The total aggregate principal balance of the 2029 Senior Notes is $950.0 million. The 2029 Senior Notes are general senior unsecured obligations and are guaranteed on a senior unsecured basis by certain domestic subsidiaries. The 2029 Senior Notes mature on February 15, 2029 and bear interest at the rate of 3.250% per year, payable semi-annually on February 15 and August 15 of each year. We have the option to redeem the 2029 Senior Notes on or after September 28, 2025 and thereafter at 100% of par. In addition, if there is a change of control coupled with a decline in ratings, as provided in the indenture, we will be required to make an offer to purchase each holder’s 2029 Senior Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the repurchase date.

Stock Repurchase Program

On September 12, 2024, our Board of Directors authorized a new stock repurchase program, with a five-year term, to repurchase up to $1.5 billion of our outstanding stock. As of ~~June~~December 2827, 2025, $937.5 million remained unused under this authorization.

The timing of share repurchases will be based upon our continuing analysis of market, financial, and other factors. Repurchases under the authorized share repurchase plan may be made using a variety of methods, which may include, but are not limited to, open market purchases, privately negotiated transactions, accelerated share repurchase agreements, or purchases pursuant to a Rule 10b5-1 plan under the Exchange Act. The authorized share repurchase plan may be suspended, delayed or discontinued at any time. Pursuant to the Merger Agreement, we are restricted from initiating share repurchases without the prior written consent of Blackstone and TPG.

Legal Contingencies

We are currently involved in several legal proceedings, claims, governmental and/or regulatory inspections, inquiries and investigations arising out of the ordinary course of our business. In connection with these legal proceedings, claims, inspections, inquiries or investigations, management periodically reviews estimates of potential costs to be incurred by us in connection with the adjudication or settlement, if any, of these proceedings. These estimates are developed, as applicable in consultation with outside counsel, and are based on an analysis of potential litigation outcomes and settlement strategies. In accordance with ASC 450, Contingencies, loss contingencies are accrued if, in the opinion of management, an adverse outcome is probable and such financial outcome can be reasonably estimated. It is possible that future results for any particular quarter or annual period may be materially affected by changes in our assumptions or the effectiveness of our strategies relating to these proceedings. Information with respect to this disclosure may be found in Note 1210 to the Consolidated Financial Statements in this Quarterly Report on Form 10-Q, which information is incorporated herein by reference.

Future Liquidity Considerations

We expect to continue to review and evaluate potential strategic transactions that we believe will complement our current or future business. Subject to the “Risk Factors,” if any, set forth or incorporated by reference in Part II, Item 1A of this Quarterly Report on Form 10-Q, as well as those described in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended September 2827, ~~2024~~2025 or any other of our subsequently filed reports, and the general disclaimers set forth in our “Cautionary Statement” regarding forward-looking statements at the outset of this Item 2, we believe that our cash and cash equivalents, short ~~and long~~-term investments, cash flows from operations, and the cash available under our 2025 Revolver will provide us with sufficient funds in order to fund our existing commitments and our expected normal operations and debt payments over the next twelve months. Our longer-term liquidity is contingent upon future operating performance. We may also require additional capital in the future to fund capital expenditures, repayment of debt, acquisitions, strategic transactions or other investments. As described above, we have significant indebtedness outstanding under our 2025 Credit Agreement, 2028 Senior Notes, and 2029 Senior Notes. These capital requirements could be substantial. For a description of risks to our operating performance and our indebtedness, see the “Risk Factors” set forth or incorporated by reference in Part II, Item 1A of this Quarterly Report on Form 10-Q, as well as those described in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended September 27, 2025.

2028 Senior Notes, and 2029 Senior Notes. These capital requirements could be substantial. For a description of risks to our operating performance and our indebtedness, see the “Risk Factors” set forth or incorporated by reference in Part II, Item 1A of this Quarterly Report on Form 10-Q, as well as those described in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended September 28, 2024.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The discussion and analysis of our financial condition and results of operations are based upon our interim consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to revenue recognition for multiple element arrangements, allowance for doubtful accounts, reserves for excess and obsolete inventories, valuations, purchase price allocations and contingent consideration related to business combinations, expected future cash flows including growth rates, discount rates, terminal values and other assumptions used to evaluate the recoverability of long-lived assets and goodwill, estimated fair values of intangible assets and goodwill, amortization methods and periods, warranty reserves, certain accrued expenses, restructuring and other related charges, stock-based compensation, contingent liabilities, tax reserves and recoverability of our net deferred tax assets and related valuation allowances. We base our estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from these estimates if past experience or other assumptions do not turn out to be substantially accurate. Any differences may have a material impact on our financial condition and results of operations. For a discussion of how these and other factors may affect our business, see the “Cautionary Statement” regarding forward-looking statements set forth at the outset of this Item 2 and the “Risk Factors” set forth or incorporated by reference in Part II, Item 1A of this Quarterly Report on Form 10-Q as well as those described in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended September 28, 2024 or any other of our subsequently filed reports.

The critical accounting estimates that we believe affect our more significant judgments and estimates used in the preparation of our consolidated financial statements presented in this report are described in Management’s Discussion and Analysis of Financial Condition and Results of Operations and in the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended September 28, 2024. There have been no material changes to our critical accounting policies or estimates from those set forth in our Annual Report on Form 10-K for the fiscal year ended September 28, 2024.38

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for doubtful accounts, reserves for excess and obsolete inventories, valuations, purchase price allocations and contingent consideration related to business combinations, expected future cash flows including growth rates, discount rates, terminal values and other assumptions used to evaluate the recoverability of long-lived assets and goodwill, estimated fair values of intangible assets and goodwill, amortization methods and periods, warranty reserves, certain accrued expenses, restructuring and other related charges, stock-based compensation, contingent liabilities, tax reserves and recoverability of our net deferred tax assets and related valuation allowances. We base our estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from these estimates if past experience or other assumptions do not turn out to be substantially accurate. Any differences may have a material impact on our financial condition and results of operations. For a discussion of how these and other factors may affect our business, see the “Cautionary Statement” regarding forward-looking statements set forth at the outset of this Item 2 and the “Risk Factors” set forth or incorporated by reference in Part II, Item 1A of this Quarterly Report on Form 10-Q as well as those described in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended September 27, 2025 or any other of our subsequently filed reports.

The critical accounting estimates that we believe affect our more significant judgments and estimates used in the preparation of our consolidated financial statements presented in this report are described in Management’s Discussion and Analysis of Financial Condition and Results of Operations and in the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended September 27, 2025. There have been no material changes to our critical accounting policies or estimates from those set forth in our Annual Report on Form 10-K for the fiscal year ended September 27, 2025.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Financial Instruments, Other Financial Instruments, and Derivative Commodity Instruments. Financial instruments consist of cash and cash equivalents, available-for-sale debt securities, accounts receivable, equity investments, foreign currency derivative contracts, an interest rate swap ~~agreements~~agreement, insurance contracts, accounts payable and debt obligations. Except for our outstanding 2028 and 2029 Senior Notes, the fair value of these financial instruments approximate their carrying amount. The fair value of our 2028 and 2029 Senior Notes was approximately $~~396~~400.80 million and $~~905~~938.17 million, respectively, as of ~~June~~December 2827, 2025. Amounts outstanding under our ~~2021~~2025 Credit Agreement of $1.17169 billion aggregate principal as of ~~June~~December 2827, 2025 were subject to variable rates of interest based on current market rates, and as such, we believe the carrying amount of these obligations approximates fair value.

Our primary market risk exposures are primarily related to interest rate risk and foreign currency exchange risk.

Interest Rate Risk. We incur interest expense on borrowings outstanding under our 2028 and 2029 Senior Notes, and ~~2021 Credit Agreement (and~~ 2025 Credit Agreement ~~as of July 15, 2025)~~. The 2028 and 2029 Senior Notes have fixed interest rates. Borrowings under our ~~2021~~2025 Credit Agreement currently bear interest at the SOFR Rate plus ~~SOFR Adjustment of 0~~1.10% ~~plus the applicable margin of 1.00%~~ per annum.

As of ~~June~~December 2827, 2025, there was $1.17169 billion of aggregate principal outstanding under the ~~2021~~2025 Credit Agreement. Since this debt obligation is a variable rate instrument, our interest expense associated with the instrument is subject to change. A hypothetical 10% adverse movement (increase in the SOFR rate) would increase annual interest expense by approximately $2.95 million, which is net of the impact of our interest rate swap hedge. We ~~have~~ entered into an interest rate swap ~~agreements~~agreement to help mitigate the interest rate volatility associated with the variable rate interest on the amounts outstanding under our credit facilities. We designated ~~these~~this derivative ~~instruments~~instrument as a cash flow hedge of the variability of the Term SOFR-based interest payments on $500 million of principal outstanding under the ~~2021~~2025 Credit Agreement.

49The return from cash and cash equivalents, and short-term investments, which are available-for-sale debt securities, will vary as short-term interest rates change. A hypothetical 100 basis point change in market rates would change annual interest income by approximately $19.4 million based on our current cash and investment balances.

Foreign Currency Exchange Risk. We conduct business worldwide and due to the global nature of our operations, we are exposed to currency exchange rate changes, which may cause fluctuations in earnings and cash flows in a number of currencies, primarily the Euro, U.K. Pound, Australian dollar, Canadian dollar, and Japanese Yen. Fluctuations in the currency exchange rates of currency exposures that are unhedged, such as in certain emerging markets, may result in future earnings and cash flow volatility. We have executed forward foreign currency contracts to hedge a portion of operating results. Additional information regarding our currency exchange rate derivative instruments is included in Note 9 to the Consolidated Financial Statements in this Quarterly Report on Form 10-Q.

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The return from cash and cash equivalents and short-term investments, which are available-for-sale debt securities, will vary as short-term interest rates change. A hypothetical 100 basis point change in market rates would change annual interest income by approximately $14.7 million based on our current cash and investment balances.

Foreign Currency Exchange Risk. We conduct business worldwide and due to the global nature of our operations, we are exposed to currency exchange rate changes, which may cause fluctuations in earnings and cash flows in a number of currencies, primarily the Euro, U.S. dollar, U.K. Pound, Australian dollar, Canadian dollar, Chinese Yuan and Japanese Yen. Fluctuations in the currency exchange rates of currency exposures that are unhedged, such as in certain emerging markets, may result in future earnings and cash flow volatility. We have executed forward foreign currency contracts and foreign currency options (principally the Japanese Yen) to hedge a portion of results. Additional information regarding our currency exchange rate derivative instruments is included in Note 11 to the current period’s consolidated financial statements.

We believe that the operating expenses of our international subsidiaries that are incurred in local currencies will not have a material adverse effect on our business, results of operations or financial condition, and accordingly, foreign currency exchange risk is not significant to the Company. We believe a hypothetical 10% increase or decrease in foreign currencies that we transact in would not have a material adverse impact on our financial condition or results of operations.

Item 4. Controls and Procedures.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As of ~~June~~December 2827, 2025, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective as of ~~June~~December 2827, 2025.

An evaluation was also performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of any change in our internal control over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. That evaluation did not identify any change in our internal control over financial reporting that occurred during our latest fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

Information with respect to this Item may be found in Note 1210 to the Consolidated Financial Statements in this Quarterly Report on Form 10-Q, which information is incorporated herein by reference.

Additional information on our commitments and contingencies can be found in our Annual Report on Form 10-K for our fiscal year ended September 2827, ~~2024~~2025.

Item 1A. Risk Factors.

There are no material changes from the risk factors as previously disclosed in our Annual Report on Form 10-K for our fiscal year ended September 2827, ~~2024~~2025 or any of our subsequently filed reports.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Issuer’s Purchases of Equity Securities

Period of Repurchase	Total Number ofShares Purchased(#) (1)	Average PricePaid Per Share($) (1)		Total Number ofShares Purchased As Part of PubliclyAnnounced Plans or Programs (#) (1)	MaximumNumber (or Approximate Dollar Value) of Shares That May Yet Be Purchased Under OurPrograms (in millions) ($) (1)
March 30, 2025 – April 26, 2025	—	$	—	—	$	973.1
September 28, 2025 – October 25, 2025	—	$	—	—	$	937.5
April 27, 2025 – May 24, 2025	667,618	53.36		667,618	937.5
October 26, 2025 27, 2025 – November 22, 2025	—	—		—	937.5
May 25, 2025 – June 28, 2025	—	—		—	937.5
November 23, 2025 – December 27, 2025	—	—		—	937.5
Total	~~667,618~~—	$	~~53.36~~—	~~667,618~~—	$	937.5

___________________________________

(1)On September 12, 2024, the Board of Directors authorized a stock repurchase program, with a five-year term, to repurchase up to $1.5 billion of the Company’s outstanding stock. As of ~~June~~December 2827, 2025, $937.5 million remained unused under this program. The repurchase program does not obligate the Company to acquire a minimum amount of shares. Shares may be repurchased in privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 under the Exchange Act. For additional information regarding the Company’s repurchase programs, please see “Management's Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Stock Repurchase Program.”

Item 5. Other Information

Rule 10b5-1 Trading Plans

During the ~~third~~first quarter of fiscal 2025, none of our directors or executive officers adopted or terminated any Rule 10b5-1 trading plans or non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K).

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Item 6. Exhibits.

(a) Exhibits

Incorporated byReference

ExhibitNumber

Exhibit Description

Form

Filing Date/Period EndDate

10.1*

~~Refinancing~~Form ~~Amendment No. 4 and Amendment to Pledge and Security Agreement, dated as~~ of ~~July~~Executive ~~15,~~Retention ~~2025,~~Letter ~~among Hologic, Inc., the subsidiaries of Hologic, Inc. party thereto, the lenders and issuing banks party thereto, and Bank of America, N.A., as administrative agent and as collateral agent.~~(1)

Filed Herewith

10.2*

Severance and Change of Control Agreement by and between Hologic, Inc. and Anne M. Liddy dated April 4, 2025. (1)

Filed Herewith

31.1*

Certification of Hologic’s CEO pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*

Certification of Hologic’s CFO pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**

Certification of Hologic’s CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**

Certification of Hologic’s CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH*

Inline XBRL Taxonomy Extension Schema Document.

101.CAL*

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB*

Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE*

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

101.DEF*

Inline XBRL Taxonomy Extension Definition.

104*

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

_______________

(1) Indicates management contract or compensatory plan, contract or arrangement.

* Filed herewith.

** Furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		Hologic, Inc.
		(Registrant)
Date:	~~July~~January 3129, ~~2025~~2026	/s/ Stephen P. MacMillan
		Stephen P. MacMillanChairman, President and Chief Executive Officer(Principal Executive Officer)
Date:	~~July~~January 3129, ~~2025~~2026	/s/ Karleen M. Oberton
		Karleen M. Oberton
		Chief Financial Officer(Principal Financial Officer)

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