Myriad Genetics MYGN

Myriad Genetics sells prenatal business for $210M

Item 1.01 Enters material agreement, Item 7.01 Investor disclosure

Form
8-K
Filed
Importance
Major
  1. Sold prenatal health business including Foresight Carrier Screen and SneakPeek Early Gender Test
  2. Received $210 million in cash plus inventory value
  3. Buyer agrees to offer jobs to certain employees
  4. Closing subject to regulatory approvals and other conditions

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The reading, claim by claim

  1. In this Form 8-K filed October 20, 2026, Myriad Genetics reports under Item 1.01 that on October 19, 2026 it signed an Asset Purchase Agreement with Laboratory Corporation of America.
  2. Myriad agreed to sell certain assets and liabilities of its prenatal health business for $210 million in cash, plus the value of the inventory of the business at closing.
  3. The business includes the Foresight Carrier Screen, Prequel Prenatal Screen and FirstGene 4-in-1 Prenatal Screen laboratory developed tests and the SneakPeek Early Gender Test.
  4. The buyer has agreed to make employment offers to certain employees of the business on comparable terms.
  5. Closing is subject to conditions including the expiration or termination of any Hart-Scott-Rodino waiting period, any required state health care law approvals, and certain third-party consents.
  6. Either party may terminate if the deal has not closed by February 19, 2027, with an automatic extension to October 19, 2027 in certain regulatory circumstances.
  7. Buyer may owe a $10,500,000 termination fee if the agreement ends over failure to obtain certain regulatory clearances.
  8. Item 7.01 furnishes a press release dated October 20, 2026.
  9. In it, Labcorp expects the deal to add approximately $160 million in revenue in year one.
  10. The release says the transaction is expected to close by early 2027, and Myriad plans further comment on its third quarter earnings call on November 4, 2026.

10 of 10 claims matched the filing text.

For perspective, checked against its own source

From the 10-Q for the quarter ended June 30, 2026

  • For context, in its 10-Q for the quarter ended June 30, 2026, Myriad reported revenue of $190.7 million and net income of -$43.2 million.
  • Revenue changed -10.5% from a year earlier.

From the filing

ITEM 1.01 Entry into a Material Definitive Agreement.

ITEM 1.01 Entry into a Material Definitive Agreement.

On October 19, 2026, Myriad Genetics, Inc., a Delaware corporation (the "Company"), and Laboratory Corporation of America, a Delaware corporation ("Buyer"), entered into an Asset Purchase Agreement1 (the "Purchase Agreement"). Pursuant to the Purchase Agreement, the Company has agreed to sell and assign to Buyer, and Buyer has agreed to purchase and assume from the Company, certain assets and liabilities of the Company's prenatal health business, including the Company's Foresight Carrier Screen, Prequel Prenatal Screen and FirstGene 4-in-1 Prenatal Screen laboratory developed tests and the SneakPeek Early Gender Test3 (the "Business"), in exchange for $210 million in cash, plus the value of the inventory of the Business at closing2 (the "Transaction"). In connection with the Transaction, Buyer has agreed to make offers of employment to certain employees of the Business on terms that are comparable to those currently in effect for such employees.4

The Purchase Agreement contains customary representations, warranties and covenants, including, among other things, covenants relating to (i) the conduct of the Business between the signing of the Purchase Agreement and the closing of the Transaction and (ii) the efforts of the parties to cause the Transaction to be consummated, including obtaining certain consents and regulatory approvals.

Buyer has obtained "representation and warranty" insurance, which provides coverage for certain breaches of representations and warranties by the Company, subject to a deductible and certain other terms and conditions. Each of Buyer and the Company has agreed to indemnify the other for certain losses arising out of breaches of certain fundamental representations and warranties, covenants and for certain losses arising out of excluded liabilities or assumed liabilities, as applicable, subject to customary limitations.

The consummation of the Transaction is subject to the satisfaction or waiver of customary closing conditions, including (i) the expiration or termination of any required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (ii) receipt of any required approvals and the expiration or termination of any required waiting periods under applicable state health care laws5, (iii) the absence of any law or judgment that restrains or prohibits the closing, (iv) the absence of litigation having been commenced by any governmental authority that seeks to restrain or prohibit the closing, which litigation remains pending, (v) the absence of a material adverse effect on the financial condition or results of operations of the Business prior to closing, (vi) the accuracy of the respective representations and warranties of the parties (subject to certain materiality qualifiers), (vii) the performance in all material respects of the parties' respective covenants under the Purchase Agreement, and (viii) the receipt of certain required third-party consents. Concurrently with the execution of the Purchase Agreement, the Company and an affiliate of Buyer entered into a patent license agreement that will take effect as of the closing. At the closing, the parties or their applicable affiliates will enter into certain additional ancillary agreements, including a transition services agreement.

The Purchase Agreement contains customary termination rights, including that either party may terminate the Purchase Agreement if the Transaction has not closed by February 19, 2027, subject to an automatic extension to October 19, 2027 if the conditions related to applicable regulatory clearances have not been satisfied by such date6 but all other conditions to closing have been satisfied or validly waived, or if consummation of the Transaction would violate any final, non-appealable order of any governmental authority. In addition, under certain circumstances, Buyer may be required to pay to the Company a termination fee of $10,500,000 if th e Purchase Agreement is terminated as a result of the failure to obtain certain regulatory clearances.7

The foregoing description of the Purchase Agreement is only a summary and is qualified in its entirety by reference to the complete text of the Purchase Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated by reference herein.

The Purchase Agreement has been included to provide investors with information regarding its terms and is not intended to provide any other factual information about the Company, Buyer or the Business. The representations, warranties and covenants in the Purchase Agreement were made solely for the benefit of the parties as of specific dates, may be qualified by confidential disclosure schedules, and may be subject to contractual standards of materiality that differ from those applicable to investors. Investors should not rely on them as characterizations of the actual state of facts or condition of the Company, Buyer or the Business.

ITEM 7.01 Regulation FD Disclosure

ITEM 7.01 Regulation FD Disclosure

Furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference in this Item 7.01 is a press release announcing the Company's entry into the Purchase Agreement.8

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

ITEM 9.01 Financial Statements and Exhibits.

ITEM 9.01 Financial Statements and Exhibits.

Exhibit

Number Description

2.1* Asset Purchase Agreement, dated as of October 19, 2026, by and between Myriad Genetics, Inc. and Laboratory Corporation of America.

99.1 Press Release of Myriad Genetics, Inc., dated October 2 0 , 2026.8

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.

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 hereunto duly authorized.

MYRIAD GENETICS, INC.

Date: October 20, 2026 By: /s/ Benjamin R. Wheeler

Benjamin R. Wheeler

Chief Financial Officer

Myriad Genetics and Labcorp Announce Definitive Agreement for Myriad to Sell Prenatal Health Testing Business to Labcorp

Transaction to benefit patients through expanded access and support Myriad's strategic priorities

SALT LAKE CITY and BURLINGTON, N.C., October 20, 2026 - Myriad Genetics, Inc. (NASDAQ: MYGN), a leader in molecular diagnostic testing and precision medicine, and Labcorp (NYSE: LH), a global leader in innovative and comprehensive laboratory services, today announce they have entered into a definitive agreement for Myriad to sell its Prenatal Health testing business, which includes the Prequel ® , Foresight ® , SneakPeek ® , and FirstGene ® tests, to Labcorp for $210 million in cash, plus the value of the inventory of the Prenatal Health testing business at closing.

"This announcement is the direct outcome of our disciplined strategic review process, which is focused on sharpening our portfolio, enhancing operational execution, and driving shareholder value," said Sam Raha, President and CEO, Myriad Genetics. "This transaction is expected to be accretive to Myriad's revenue growth and profitability, while meaningfully strengthening the balance sheet to support continued investment in our strategic priorities tied to the cancer care continuum and long-term value creation. Working closely with Labcorp, one of the nation's largest laboratory service providers, we expect a smooth transition that preserves uninterrupted patient access to our prenatal tests."

When complete, the transaction is expected to provide more patients and physicians with expanded access to Labcorp's comprehensive, high-quality laboratory services, convenient patient service center network, robust data analytics and digital tools.

"This transaction supports Labcorp's specialty testing growth strategy," said Bryan Vaughn, Executive Vice President and President of Diagnostics, Labcorp. "Myriad Genetics has built a highly complementary reproductive genetics platform, supported by innovative screening solutions and deep scientific expertise. By combining these capabilities with Labcorp's operational strength and high-quality women's health portfolio, we aim to improve outcomes, expand access to advanced screening solutions and enhance the patient and provider experience."

Labcorp expects the transaction to add approximately $160 million in revenue in year one9, to be slightly accretive to adjusted earnings in year one, and to reach average diagnostics segment margins by end of year two, once fully integrated.

Over the last twelve months, Myriad's Prenatal Health testing portfolio has been used by thousands of providers and over 600,000 patients. Myriad plans to provide further commentary regarding this transaction, and other related organizational changes, on its third quarter earnings call on November 4, 2026.10

The deal is subject to regulatory clearance and customary closing conditions, and the transaction is expected to close by early 202710.

Guggenheim Securities, LLC is acting as exclusive financial advisor, and Covington & Burlington LLP is acting as legal advisor to Myriad Genetics.

Barclays is acting as financial advisor, and Polsinelli is acting as legal advisor to Labcorp.

About Myriad Genetics

Myriad Genetics is a leading molecular diagnostic and precision medicine company committed to advancing health and well-being for all. Myriad Genetics develops and commercializes molecular tests that help patients and providers uncover genetic insights. Our tests assess the risk of developing disease or disease progression and guide treatment decisions across medical specialties where molecular insights can significantly improve patient care, support earlier detection, enable more precise treatment and contribute to lowering healthcare costs. For more information, visit myriad.com.

About Labcorp

Labcorp (NYSE: LH) is a global leader of innovative and comprehensive laboratory services that helps doctors, hospitals, pharmaceutical companies, researchers and patients make clear and confident decisions. We provide insights and advance science to improve health and improve lives through our unparalleled diagnostics and drug development laboratory capabilities. The company's nearly 71,000 employees serve clients in approximately 100 countries, provided support for more than 85% of the new drugs and therapeutic products approved by the FDA in 2025 and performed more than 750 million tests for patients around the world. Learn more at www.labcorp.com.

Myriad Genetics Safe Harbor Statement

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the sale of Myriad's Prenatal Health testing business; the expected benefits of the transaction, including that it will be accretive to Myriad's revenue growth and profitability, strengthen its balance sheet, and support investment in its strategic priorities; and the expectation that the transaction w

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