Myriad Genetics MYGN
Myriad Genetics reports $43.9 million net loss for Q3 2026
- Form
- 10-Q
- Filed
- Importance
- Notable
- Accession
- 0001628280-26-071767
- Revenue of $202.7 million for the three months ended Sep 30, 2026
- Net loss of $43.9 million for the three months ended Sep 30, 2026
- Diluted EPS of -$1.28 for the three months ended Sep 30, 2026
- Cash and equivalents of $107.1 million at Sep 30, 2026
Written from the 10-Q on EDGAR. AI can make mistakes. Check the filing.
What changed
10 changes since the June 2026 10-Q
Compared with the 10-Q 0000899923-26-000072, filed Jul 31, 2026.
The sale of our Prenatal Health business is subject to closing conditions, including regulatory approvals…
On October 19, 2026, we entered into the Purchase Agreement with Laboratory Corporation of America as Buyer.
From the filings
Now
The sale of our Prenatal Health business is subject to closing conditions, including regulatory approvals, and may not be completed on the anticipated terms or timeline, or at all, and the pendency of the sale, or any failure to complete the Transaction, could adversely affect our business, financial condition, and the market price of our common stock. On October 19, 2026, we entered into the Purchase Agreement with Laboratory Corporation of America as Buyer. Under the Purchase Agreement, we have agreed to sell certain assets and liabilities of the Company's Prenatal Health business, such assets referred to herein as the Prenatal Business, for $210 million in cash plus the value of the related inventory at closing of the Transaction. The consummation of the Transaction is subject to the satisfaction or waiver of customary closing conditions, including the expiration or termination of any required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and receipt of any required approvals and the expiration or termination of any required waiting periods under applicable state health care laws. Governmental authorities may seek to delay the Transaction, impose conditions on it or block it. No assurances can be given that any or all of the closing conditions will be satisfied in accordance with the terms of the Purchase Agreement.The attention of our management may be directed toward the consummation of the Transaction and related…
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…
From the filings
Now
The attention of our management may be directed toward the consummation of the Transaction and related matters, and their focus may be diverted from our day-to-day business operations, including from other opportunities that might otherwise be beneficial to us. 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 date 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 $10.5 million if the Purchase Agreement is terminated as a result of the failure to obtain certain regulatory clearances. If the Transaction is not consummated, we will not receive the expected proceeds and will have incurred significant costs and internal resources pursuing the Transaction. Any termination fee payable to us may not fully compensate us for our costs and lost opportunities. In addition, if the Transaction is not consummated, we may be unable to operate the business in the same manner as before the announcement of the Transaction. Until closing, the Purchase Agreement restricts how we conduct the Prenatal Business. These restrictions may limit our ability to pursue opportunities or respond to market developments. Uncertainty about the Transaction could also adversely affect our relationships with employees, providers, payors and suppliers. In addition, the Transaction could become the subject of litigation, which could be costly and could delay or prevent its completion.Any of these risks could have a material adverse effect on our business, financial condition, results of…
Any of these risks could have a material adverse effect on our business, financial condition, results of operations and stock price.
From the filings
Now
Any of these risks could have a material adverse effect on our business, financial condition, results of operations and stock price.If the sale of the Prenatal Business is completed, we will no longer receive revenue from that business, may…
If the Transaction is completed, we will no longer receive revenue or cash flow from the Prenatal Business.
From the filings
Now
If the sale of the Prenatal Business is completed, we will no longer receive revenue from that business, may not realize the anticipated benefits of the Transaction, and will remain subject to certain liabilities and obligations. If the Transaction is completed, we will no longer receive revenue or cash flow from the Prenatal Business. We may be unable to replace that revenue and cash flow through growth in our remaining businesses or other initiatives. We may also be unable to reduce the internal shared costs and operating expenses that currently support the Prenatal Business sufficiently, or quickly enough, to offset the loss in revenue. As a result, we may not realize the anticipated strategic, operational or financial benefits of the Transaction. At closing, we expect to enter into a transition services agreement. Performing our obligations under this agreement may require significant resources and management attention, and we may incur costs or liabilities in connection with this agreement that are not reimbursed by the Buyer. The transition of the Prenatal Business to the Buyer could also be more difficult, costly or time-consuming than anticipated and could disrupt our remaining operations and businesses. We will retain certain liabilities associated with the Prenatal Business, including certain liabilities arising from our billing, coding and reimbursement practices before the closing. We have also agreed to indemnify Buyer for certain losses arising from breaches of covenants and retained liabilities, subject to the limitations set forth in the Purchase Agreement. The Buyer has obtained representation and warranty insurance, but that insurance will not eliminate our potential exposure for retained liabilities or indemnification claims, which exposure could be significant. The purchase price is subject to adjustment based on the value of inventory at closing. Transaction expenses, taxes, indemnification payments and retained liabilities may reduce the net…New legal mention
In July 2024, GXD-Bio Corporation, or GXD, filed a patent infringement lawsuit at the Unified Patent Court against the Company and certain of its current and former international subsidiaries and Eurobio Scientific.
From the filings
Now
In July 2024, GXD-Bio Corporation, or GXD, filed a patent infringement lawsuit at the Unified Patent Court against the Company and certain of its current and former international subsidiaries and Eurobio Scientific.New legal mention
The lawsuit alleges that the EndoPredict Test, a test formerly offered by the Company, infringes upon a patent owned by GXD in Austria, Belgium, Germany, France, Italy, Luxembourg and the Netherlands.
From the filings
Now
The lawsuit alleges that the EndoPredict Test, a test formerly offered by the Company, infringes upon a patent owned by GXD in Austria, Belgium, Germany, France, Italy, Luxembourg and the Netherlands.New legal mention
On December 19, 2025, the Local Division Munich of the Unified Patent Court ruled that the EndoPredict Test does not infringe GXD's patent and GXD's patent is invalid because it claims subject matter that extends…
From the filings
Now
On December 19, 2025, the Local Division Munich of the Unified Patent Court ruled that the EndoPredict Test does not infringe GXD's patent and GXD's patent is invalid because it claims subject matter that extends beyond the content of the application as originally filed.New legal mention
In April 2026, GXD appealed the case and an oral hearing on the appeal was held at the Court of Appeal of the Unified Patent Court in October 2026.
From the filings
Now
In April 2026, GXD appealed the case and an oral hearing on the appeal was held at the Court of Appeal of the Unified Patent Court in October 2026.Cash down 7% from Jun 30
$107M, was $115M.
From the filings
Before
$115MNow
$107MNet income down 1.6% from Jun 30
−$43.9M, was −$43.2M.
From the filings
Before
−$43.2MNow
−$43.9M
Show the redline
Section by section. Added words and removed words against the earlier filing.
Cover page 2 changes
3 unchanged paragraphs
For the quarterly period ended June September 30, 2026
23 unchanged paragraphs
As of July 28, October 30, 2026, the registrant had 95,649,645 95,922,196 shares of $0.01 par value common stock outstanding.
2 unchanged paragraphs
Financial statements 100 changes
2 unchanged paragraphs
Cash and cash equivalents $ 115.2 107.1 $ 149.6
Trade accounts receivable 109.5 105.5 115.3
Prepaid taxes 1.8 1.5 12.0
Prepaid expenses and other current assets 31.9 29.2 25.1
Total current assets 289.0 271.9 332.6
Operating lease right-of-use assets 50.0 48.9 49.4
2 unchanged paragraphs
Total assets $ 638.9 $ 706.6
Other assets 4.9 4.8 5.6
Total assets $ 609.2 $ 706.6
2 unchanged paragraphs
Accounts payable $ 30.4 $ 30.0
Accrued liabilities 93.0 96.9
Total liabilities 335.0 338.6
Accounts payable $ 27.6 $ 30.0
Accrued liabilities 102.2 96.9
Current maturities of operating lease liabilities 7.3 7.8 6.9
Total current liabilities 130.7 137.6 133.8
Long-term debt 120.7 121.1 119.9
Noncurrent operating lease liabilities 82.5 80.5 83.0
Other long-term liabilities 1.1 1.0 1.9
Total liabilities 340.2 338.6
2 unchanged paragraphs
Common stock, 95.6 95.7 and 93.5 shares outstanding at June September 30, 2026 and December 31, 2025, respectively
Additional paid-in capital 1,502.1 1,511.2 1,489.0
1 unchanged paragraph
Accumulated deficit ( 1,200.0 1,243.9 ) ( 1,122.7 )
Total stockholders' equity 303.9 269.0 368.0
Total liabilities and stockholders' equity $ 638.9 609.2 $ 706.6
4 unchanged paragraphs
June 30, Six months ended
Research and development expense 25.0 25.6 52.1 53.1
Sales and marketing expense 83.1 71.9 156.7 141.1
General and administrative expense 57.8 66.8 120.0 133.3
September 30, Nine months ended
Research and development expense 26.5 28.2 78.6 81.3
Sales and marketing expense 83.9 71.0 240.6 212.1
General and administrative expense 67.2 67.9 187.2 201.2
Goodwill and long-lived asset impairment charges — 316.7 — 5.4 316.7
1 unchanged paragraph
Operating loss ( 38.9 ) ( 329.2 ) ( 69.6 ) ( 358.2 )
Operating loss ( 39.9 ) ( 23.3 ) ( 109.5 ) ( 381.5 )
1 unchanged paragraph
Interest income 0.4 0.2 1.1 0.5
Interest expense ( 4.1 ) ( 1.5 ) ( 8.2 ) ( 2.3 )
Interest income 0.6 0.5 1.7 1.0
Interest expense ( 4.1 ) ( 3.8 ) ( 12.3 ) ( 6.1 )
Other ( 0.2 ) 0.4 ( 0.2 ) 0.4
1 unchanged paragraph
Loss before income tax ( 42.6 ) ( 330.6 ) ( 76.7 ) ( 360.0 )
Income tax expense (benefit) 0.6 ( 0.1 ) 0.6 ( 29.4 )
Net loss $ ( 43.2 ) $ ( 330.5 ) $ ( 77.3 ) $ ( 330.6 )
Loss before income tax ( 43.6 ) ( 26.2 ) ( 120.3 ) ( 386.2 )
Income tax expense (benefit) 0.3 1.2 0.9 ( 28.2 )
Net loss $ ( 43.9 ) $ ( 27.4 ) $ ( 121.2 ) $ ( 358.0 )
4 unchanged paragraphs
June 30, Six months ended
Net loss $ ( 43.2 ) $ ( 330.5 ) $ ( 77.3 ) $ ( 330.6 )
Comprehensive loss $ ( 43.1 ) $ ( 330.0 ) $ ( 77.3 ) $ ( 329.9 )
September 30, Nine months ended
Net loss $ ( 43.9 ) $ ( 27.4 ) $ ( 121.2 ) $ ( 358.0 )
Change in foreign currency translation adjustment, net of tax ( 0.1 0.5 ) — ( 0.1 ) 0.7
Comprehensive loss $ ( 44.0 ) $ ( 27.4 ) $ ( 121.3 ) $ ( 357.3 )
16 unchanged paragraphs
Issuance of common stock under stock-based compensation plans, net of shares exchanged for withholding tax — ( 0.1 ) — — ( 0.1 )
Stock-based compensation expense — 12.2 — — 12.2
Net loss — — — ( 27.4 ) ( 27.4 )
BALANCES AT SEPTEMBER 30, 2025 $ 0.9 $ 1,486.8 $ ( 0.1 ) $ ( 1,114.8 ) $ 372.8
11 unchanged paragraphs
Issuance of common stock under stock-based compensation plans, net of shares exchanged for withholding tax — ( 0.1 ) — — ( 0.1 )
Stock-based compensation expense — 9.2 — — 9.2
Net loss — — — ( 43.9 ) ( 43.9 )
Other comprehensive loss, net of tax — — ( 0.1 ) — ( 0.1 )
BALANCES AT SEPTEMBER 30, 2026 $ 1.0 $ 1,511.2 $ 0.7 $ ( 1,243.9 ) $ 269.0
3 unchanged paragraphs
Six months ended June 30,
Nine months ended September 30,
1 unchanged paragraph
Net loss $ ( 77.3 ) $ ( 330.6 )
Net loss $ ( 121.2 ) $ ( 358.0 )
1 unchanged paragraph
Depreciation and amortization 25.0 28.5
Non-cash lease expense 2.1 5.6
Stock-based compensation expense 13.7 20.2
Depreciation and amortization 37.6 41.1
Non-cash lease expense 3.2 6.6
Stock-based compensation expense 22.9 32.4
2 unchanged paragraphs
Other non-cash adjustments 1.9 0.3
Other non-cash adjustments 2.8 1.6
1 unchanged paragraph
Trade accounts receivable 5.7 ( 15.4 )
Prepaid taxes 10.2 2.1
Other assets ( 0.3 ) ( 0.5 )
Accounts payable 2.9 3.6
Accrued liabilities ( 6.4 ) ( 29.2 )
1 unchanged paragraph
2 unchanged paragraphs
1 unchanged paragraph
1 unchanged paragraph
1 unchanged paragraph
1 unchanged paragraph
and 20 more changes in the filing
Note 2: REVENUE 21 changes
2 unchanged paragraphs
Three Months Ended June September 30,
1 unchanged paragraph
Cancer Care Continuum $ 100.9 $ 13.2 $ 114.1 $ 112.9 $ 14.8 $ 127.7
Prenatal Health 39.8 — 39.8 47.5 0.1 47.6
Mental Health 36.8 — 36.8 37.8 — 37.8
Total revenue $ 177.5 $ 13.2 $ 190.7 $ 198.2 $ 14.9 $ 213.1
Six months ended June 30,
Cancer Care Continuum $ 110.6 $ 13.3 $ 123.9 $ 108.5 $ 14.0 $ 122.5
Mental Health 39.5 — 39.5 38.7 — 38.7
Prenatal Health 39.3 — 39.3 44.5 — 44.5
Total revenue $ 189.4 $ 13.3 $ 202.7 $ 191.7 $ 14.0 $ 205.7
Nine Months Ended September 30,
1 unchanged paragraph
Cancer Care Continuum $ 207.7 $ 26.6 $ 234.3 $ 214.3 $ 29.0 $ 243.3
Prenatal Health 81.7 — 81.7 96.7 0.2 96.9
Mental Health 75.1 — 75.1 68.8 — 68.8
Total revenue $ 364.5 $ 26.6 $ 391.1 $ 379.8 $ 29.2 $ 409.0
Cancer Care Continuum $ 318.3 $ 39.9 $ 358.2 $ 322.8 $ 43.0 $ 365.8
Mental Health 114.6 — 114.6 107.5 — 107.5
Prenatal Health 121.0 — 121.0 141.2 0.2 141.4
Total revenue $ 553.9 $ 39.9 $ 593.8 $ 571.5 $ 43.2 $ 614.7
In determining the transaction price, the Company includes an estimate of the expected amount of consideration to be received. The estimate of revenue is affected by, among other factors, assumptions for changes in payor mix, payor collections, current customer contractual requirements, experience with collections from third-party payors, and changes in medical policies. When assessing the total consideration for insurance carriers and patients, revenue is further constrained for estimated refunds. The Company reserves certain amounts in Accrued liabilities in the Condensed Consolidated Balance Sheets in anticipation of requests for refunds of payments made previously by insurance carriers, which are accounted for as reductions in Revenue in the Condensed Consolidated Statements of Operations. and Comprehensive Loss.
Cash collections for certain tests delivered may differ from rates estimated due to changes in the estimated transaction price for contractual adjustments, obtaining updated information from payors and patients that was unknown at the time the performance obligation was met, settlements with third-party payors, or as a result of third-party payors disputing bills or denying payment for tests that the Company has performed, among other reasons. As a result of this new information, the Company updates its estimate of the amounts to be recognized for previously delivered tests. During the three and six nine months ended June September 30, 2026, the Company recognized $ 11.0 million and a $ 8.0 10.3 million in reductions reduction to revenue respectively, for tests in which the performance obligation of delivering the test results was met in prior periods. During the three months ended September 30, 2026, and six the three and nine months ended June September 30, 2025, the impact of the amounts to be recognized for tests in which the performance obligation was met in a prior period was not material to the Condensed Consolidated Statements of Operations.
Note 3: FAIR VALUE MEASUREMENTS 1 change
4 unchanged paragraphs
The carrying amounts of certain financial instruments—including cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses—approximate their fair values due to their short-term maturities. Additionally, the carrying value of our long-term debt as of June September 30, 2026 approximates its fair value due to the debt's floating interest rate based on prevailing market rates. The Company's fair value measurements related to impairment testing for goodwill and certain intangible assets were determined using Level 3 unobservable inputs; see Note 5, "Goodwill and Intangible Assets" for further discussion.
Note 4: PROPERTY, PLANT AND EQUIPMENT, NET 10 changes
(in millions) June 30,
The property, plant and equipment at June September 30, 2026 and December 31, 2025 were as follows:
(in millions) September 30,
Leasehold improvements $ 78.2 78.6 $ 80.4
Equipment 122.4 122.5 121.5
1 unchanged paragraph
Less accumulated depreciation ( 91.7 96.4 ) ( 87.9 )
2 unchanged paragraphs
June 30, Six months ended
September 30, Nine months ended
1 unchanged paragraph
Depreciation expense $ 4.8 $ 4.9 $ 9.5 $ 10.0
Depreciation expense $ 4.9 $ 4.8 $ 14.4 $ 14.8
Note 5: GOODWILL AND INTANGIBLE ASSETS 18 changes
The change in the carrying amount of goodwill for the six nine months ended June September 30, 2026 is as follows:
2 unchanged paragraphs
A sustained decline in the Company's share price and market capitalization during the first quarter of 2026 was identified as a triggering event requiring an interim goodwill impairment test. As a result, The fair value of each reporting unit impairment test was estimated performed as of March 31, 2026, prior to changes in the composition of the Company's reporting units, including the Women's Health reporting unit. The Company estimated the value of each reporting unit using a combination of the market approach, based on observable revenue multiples of guideline public companies, and the income approach. The income approach considered projected revenue and profitability of each reporting unit and a discount rate reflective of the risk-adjusted cost of capital of 17 % for the Women's Health reporting unit. The Company corroborated the reasonableness of the estimated reporting unit fair values by reconciling the values to the Company's enterprise value and market capitalization, including the consideration of a control premium. Accordingly, this fair value measurement is classified as Level 3 in the fair value hierarchy because it is based primarily upon unobservable inputs that reflect management's assumptions.
As a result of the impairment test, during the three months ended March 31, 2026, the Company recognized a goodwill impairment charge of $ 4.5 million attributable to the Women's Health reporting unit, reducing the carrying value of goodwill for the reporting unit to its estimated fair value of zero . The goodwill impairment charge is reflected within Goodwill and long-lived asset impairment charges in the Condensed Consolidated Statements of Operations. The Company determined that the goodwill balances for the Mental Health and International reporting units were not impaired. The remaining goodwill value of $ 47.1 million consists of $ 29.8 million for the Mental Health reporting unit and $ 17.3 million for the International reporting unit. No goodwill impairment charges were recognized during the three months ended June September 30, 2026.
2 unchanged paragraphs
Developed technologies $ 475.0 $ ( 365.2 ) $ 109.8
Internal-use software 21.9 ( 6.7 ) 15.2
Licensed technologies 4.5 ( 0.6 ) 3.9
Total intangible assets $ 513.1 $ ( 374.1 ) $ 139.0
At September 30, 2026
Developed technologies $ 475.0 $ ( 371.5 ) $ 103.5
Internal-use software 26.6 ( 8.1 ) 18.5
Trademarks 2.0 ( 1.6 1.7 ) 0.4 0.3
Licensed technologies 5.0 ( 0.8 ) 4.2
Internal-use software (in-process) 9.7 5.3 — 9.7 5.3
Total intangible assets $ 513.9 $ ( 382.1 ) $ 131.8
8 unchanged paragraphs
June 30, Six months ended
September 30, Nine months ended
1 unchanged paragraph
Amortization of intangible assets $ 7.8 $ 9.4 $ 15.7 $ 18.8
Amortization of intangible assets $ 7.9 $ 7.9 $ 23.6 $ 26.7
Note 6: ACCRUED LIABILITIES 10 changes
(in millions) June 30,
Accrued royalties 5.9 4.7
The Company's accrued liabilities at June September 30, 2026 and December 31, 2025 were as follows:
(in millions) September 30,
Employee compensation and benefits $ 39.2 45.4 $ 51.2
Accrued taxes payable 6.8 6.3 5.7
Refunds payable and reserves 21.5 24.6 19.9
Accrued royalties 6.6 4.7
Other accrued liabilities 19.6 19.3 15.4
Total accrued liabilities $ 93.0 102.2 $ 96.9
Note 7: LONG-TERM DEBT 8 changes
(in millions) June 30,
The Company's long-term debt at June September 30, 2026 and December 31, 2025 consisted of the following amounts:
(in millions) September 30,
1 unchanged paragraph
Unamortized debt discount and issuance costs ( 8.1 7.7 ) ( 8.9 )
2 unchanged paragraphs
The Credit Facility matures on July 31, 2030 (the "Maturity Date"). All r epayments are subject to an accrued exit fee. The Company may also elect to prepay all or any portion of the amounts owed prior to the Maturity Date subject to a repayment premium, in addition to the exit fee. Loans outstanding under the Credit Facility bear interest at a rate per annum equal to (x) the greater of the one-month Secured Overnight Financing Rate ("S OFR") Rate and 2.5 % plus (y) an applicable margin of 6.5 %. Commencing on September 30, 2029, and on the last business day of each fiscal quarter thereafter, the Company is required to make a scheduled principal payment equal to 2.5 % of the unpaid principal amount of the Loans outstanding on the fourth anniversary of the Closing Date, together with any applicable exit fee and repayment premium. Any undrawn portion of the Delayed Draw Loans is subject to a fee of 0.5 % per annum, payable each interest period based on the amou nt that remains undrawn through June 30, 2027. The interest rates for borrowings under the Credit Agreement as of June September 30, 2026 and December 31, 2025 were 10.1 10.2 % and 10.4 %, respectively.
The Credit Facility is also subject to customary mandatory prepayments with the proceeds of indebtedness and certain asset sales and casualty events in certain circumstances, including potentially with respect to proceeds to be received from the Company's sale of certain assets of its Prenatal Health business to Laboratory Corporation of America, as described in Note 15, "Subsequent Events". In addition to the exit fee and repayment premium referenced above, voluntary and mandatory prepayments and all other payments of the Credit Facility must also be accompanied by payment of accrued interest on the principal amount repaid or prepaid. The Credit Facility is also subject to other customary fee arrangements.
1 unchanged paragraph
The Credit Facility requires the Company and its subsidiaries, on a consolidated basis, to comply with a minimum trailing twelve-month revenue test as of the end of each month, commencing with the month ending December 31, 2025 at $ 615.0 million and increasing quarterly to $ 974.0 million beginning on December 31, 2029 and thereafter. In addition, the Credit Facility contains customary representations and warranties and affirmative and negative covenants, including covenants that limit or restrict the ability of the Company and its subsidiaries ability to incur liens, incur indebtedness, dispose of assets, make investments, make certain restricted payments, merge or consolidate and enter into certain speculative hedging arrangements. The Credit Facility includes a number of customary events of default, including, among other things, nonpayment defaults, covenant defaults, cross-defaults to other material indebtedness, bankruptcy and insolvency defaults, material judgment defaults and the occurrence of a change of control. If any event of default occurs (subject, in certain instances, to specified grace periods), the principal, premium, if any, interest and any other monetary obligations on all of the then outstanding amounts under the Credit Facility may become due and payable immediately. The Company was in compliance with all applicable covenants under the Credit Agreement as of June September 30, 2026.
See Note 15, "Subsequent Events" for additional information about the Credit Agreement and the Loans as a result of the pending sale of certain assets of the Company's Prenatal Health business described in Note 15.
Note 8: PREFERRED AND COMMON STOCKHOLDERS' EQUITY 13 changes
The Company is authorized to issue up to 5.0 million shares of preferred stock, par value $ 0.01 per share. There were no shares of preferred stock outstanding at June September 30, 2026.
The Company is authorized to issue up to 150.0 million shares of common stock, par value $ 0.01 per share. There were 95.6 95.7 million shares of common stock issued and outstanding at June September 30, 2026.
1 unchanged paragraph
A summary of the changes in the issued and outstanding common stock for the six nine months ended June September 30, 2026 and 2025 is as follows:
2 unchanged paragraphs
Common stock issued upon exercise of options, vesting of restricted stock units, and purchases under employee stock purchase plan, net of shares exchanged for withholding tax 2.1 2.2 1.8
Common stock issued and outstanding at end of period 95.6 95.7 93.1
2 unchanged paragraphs
June 30, Six months ended
September 30, Nine months ended
1 unchanged paragraph
Weighted-average shares outstanding used to compute basic EPS 94.8 92.5 94.2 92.0 95.7 93.1 94.7 92.3
1 unchanged paragraph
June 30, Six months ended
Weighted-average shares outstanding and dilutive securities used to compute diluted EPS 94.8 92.5 94.2 92.0 95.7 93.1 94.7 92.3
Certain outstanding options and restricted stock units ("RSUs") were excluded from the computation of diluted earnings per share because the effect would have been anti-dilutive. These potential dilutive shares of common stock, which may be dilutive to future diluted earnings per share, are as follows:
September 30, Nine months ended
1 unchanged paragraph
Anti-dilutive options and RSUs excluded from EPS computation 11.3 8.3 11.3 8.3 11.0 8.2 11.0 8.2
Note 9: STOCK-BASED COMPENSATION 36 changes
On June 4, 2026, the Company's stockholders approved the adoption of the 2026 Employee, Director and Consultant Equity Incentive Plan (the "2026 Plan") which replaced the 2017 Employee, Director and Consultant Equity Incentive Plan (the "2017 Plan") as the Company's equity incentive plan for future awards. The 2026 Plan allows the Company, under the direction of the Compensation and Human Capital Committee (the "CHCC") of the Company's Board of Directors, to make grants of stock options, stock grants, and stock-based awards, including restricted stock unit awards and stock appreciation rights, to employees, consultants and directors. The 2026 Plan provides for the issuance of up to approximately 8.5 million shares of common stock, which includes shares of common stock that were available for future grants under the 2017 Plan as of June 4, 2026. In addition, any shares subject to awards granted under the 2017 Plan that are forfeited, expire, or are cancelled without the delivery of shares on or after June 4, 2026, up to an aggregate maximum of approximately 8.7 million shares of common stock, will become available for issuance under the 2026 Plan. Following stockholder approval of the 2026 Plan, no further awards will be granted under the 2017 Plan, although outstanding awards under the 2017 Plan remain in effect subject to the terms of the 2017 Plan and the individual awards. As of June September 30, 2026, the Company had 5.8 5.5 million shares of common stock available for grant under the 2026 Plan. Shares subject to RSUs granted under the 2026 Plan that are cancelled or forfeited without the issuance of shares will again become available for issuance under the 2026 Plan.
1 unchanged paragraph
A summary of the stock option activity for the six months ended June 30, 2026 is as follows:
(number of shares in millions) Number
Options outstanding at December 31, 2025 0.7 $ 13.38
Options canceled or expired ( 0.2 ) 13.38
Options outstanding at June 30, 2026 0.5 $ 13.38
Options exercisable at June 30, 2026 0.5 $ 13.38
The performance and market conditions associated with PSU awards granted as part of the Company's compensation program during the three nine months ended June September 30, 2026 include vesting that is based on revenue targets ( 34 % weighting), adjusted earnings per share targets ( 33 % weighting), and relative total stockholder return ( 33 % weighting) measured against the Nasdaq Health Care Index (IXHC) using the 20 -trading day averages at the beginning and end of the measurement period. The measurement period for revenue, adjusted earnings per share, and relative total stockholder return is January 1, 2026 through December 31, 2028. The Company estimates the likelihood of achievement of performance conditions for all PSU awards at the end of each period. To the extent the performance conditions for those awards or portions thereof are considered probable of being achieved, such awards or portions thereof are expensed over the performance period. The portion of the awards pertaining to relative total stockholder return represents market conditions and, accordingly, the estimated fair value of such awards is recognized over the performance period.
During the nine months ended September 30, 2026, the Company's remaining outstanding stock options expired. As of June September 30, 2026, there was were no stock options outstanding and no remaining unrecognized stock-based compensation expense associated with the Company's outstanding related to stock options. There were No stock options were granted during the six nine months ended June September 30, 2026.
1 unchanged paragraph
A summary of the RSU awards activity under the Company's equity plans and inducement awards, including PSU awards, for the six nine months ended June September 30, 2026 is as follows:
2 unchanged paragraphs
RSUs granted 7.0 $ 5.04
RSUs vested ( 2.2 ) $ 14.09
RSUs canceled ( 1.1 ) $ 4.92
RSUs unvested and outstanding at June 30, 2026 10.8 $ 7.05
RSUs granted 7.4 $ 4.77
RSUs vested ( 2.3 ) $ 14.10
RSUs canceled ( 1.2 ) $ 5.34
RSUs unvested and outstanding at September 30, 2026 11.0 $ 6.69
2 unchanged paragraphs
June 30, Six months ended
Shares are issued under the Amended and Restated 2012 Purchase Plan twice yearly at the end of each offering period and the number of shares that may be purchased by any participant during an offering period is limited to 5,000 shares. The first offering period of 2026 started on December 1, 2025 and ended on June 11, 2026. The second offering period of 2026 began on June 12, 2026 and will end on November 30, 2026. As of June September 30, 2026, 3.3 million shares of common stock were available for issuance under the Amended and Restated 2012 Purchase Plan. Shares purchased under, and compensation associated with, the Amended and Restated 2012 Purchase Plan for the three and six nine months ended June September 30, 2026 and 2025 are as follows:
September 30, Nine months ended
2 unchanged paragraphs
Plan compensation expense $ 2.1 $ 0.3 $ 2.1 $ 0.8
Plan compensation expense $ 0.5 $ 0.1 $ 2.6 $ 0.9
1 unchanged paragraph
June 30, Six months ended
Stock-based compensation expense recognized and included in the Condensed Consolidated Statements of Operations and Comprehensive Loss was allocated as follows:
September 30, Nine months ended
1 unchanged paragraph
Research and development expense 1.6 2.0 2.8 4.1
Sales and marketing expense 1.2 2.0 2.0 3.5
General and administrative expense 3.9 6.4 8.2 12.0
Total stock-based compensation expense $ 7.2 $ 10.7 $ 13.7 $ 20.2
Cost of revenue $ 0.5 0.2 $ 0.3 $ 0.7 0.9 $ 0.6 0.9
Research and development expense 1.3 2.0 4.2 6.1
Sales and marketing expense 0.7 2.1 2.7 5.6
General and administrative expense 7.0 7.8 15.1 19.8
Total stock-based compensation expense $ 9.2 $ 12.2 $ 22.9 $ 32.4
As of June September 30, 2026, there was $ 54.7 43.4 million of total unrecognized stock-based compensation expense related to RSUs that is expected to be recognized over a weighted-average period of 2.3 2.2 years. The Company recognizes forfeitures as they occur. In the event that a PSU is determined to be improbable of vesting, the Company records an adjustment to reverse all previously recognized expense associated with the equity award in the current period.
Note 10: INCOME TAXES 2 changes
In order to determine the Company's quarterly provision for income taxes, the Company used an estimated annual effective tax rate that is based on expected annual income and statutory tax rates in the various jurisdictions in which the Company operates. Certain significant or unusual items are separately recognized in the quarter during which they occur and can be a source of variability in the effective tax rate from quarter to quarter. For the three months ended June September 30, 2026, income tax expense was $ 0.6 0.3 million, or approximately ( 1.4 0.7 )% of pre-tax loss, compared to $ 0.1 1.2 million income tax benefit, expense, or approximately 0.0 ( 4.6 )% of pre-tax loss, for the three months ended June September 30, 2025. For the six nine months ended June September 30, 2026, income tax expense was $ 0.6 0.9 million, or approximately ( 0.78 0.7 )% of pre-tax loss, compared to an income tax benefit of $ 29.4 28.2 million, or approximately 8.2 7.3 % of pre-tax loss, for the six nine months ended June September 30, 2025.
For the three and six months ended June 30, 2026, all periods presented, the Company's effective tax rate differs from the U.S. federal statutory rate primarily due to the recognition of valuation allowances. Due to The Company's cumulative loss and the exhaustion of future taxable income from the reversal of taxable temporary differences, the Company's estimated annual effective tax rate for the current year includes Company maintains a valuation allowance against the current year increase in deferred tax assets For the three months ended June 30, 2025, the Company's effective tax rate differs from the U.S. federal statutory rate primarily due that are not expected to the recognition of valuation allowances. be realized, including deferred tax assets generated by current year losses, and for the six nine months ended June September 30, 2025, the Company's effective tax rate differs from the U.S. federal statutory rate primarily due to the recognition of a valuation allowances and unrecognized tax benefits. allowance against the valuation allowances include any tax-deductible loss from the $ 316.7 million of long-lived asset impairment charges. recorded Additionally, for the three nine months ended June September 30, 2025, the effective tax rate was also impacted by the release of unrecognized tax benefits released were primarily related to tax refund claims following the Coronavirus Aid, Relief, and Economic Security Act. Following the success of these claims, the Company remeasured or released the unrecognized benefits resulting in a discrete tax benefit of $ 29.6 million in the six nine months ended June September 30, 2025.
Note 11: LEASES 1 change
1 unchanged paragraph
The Company previously amended the lease for its west Salt Lake City headquarters in 2024 to expand the facility in anticipation of future operating needs. During the six three months ended June 30, March 31, 2026, the Company took possession of the remaining square footage of the west Salt Lake City facility and recognized an additional $ 2.7 million right-of-use asset and corresponding lease liability, net of a tenant improvement allowance not yet received of approximately $ 6.5 million. Future rent payments associated with the expanded space are approximately $ 18.2 million.
Note 12: COMMITMENTS AND CONTINGENCIES 4 changes
3 unchanged paragraphs
The Company assesses legal contingencies to determine the degree of probability and range of possible loss for potential accrual and disclosure in its financial statements.
The Company assesses legal contingencies to determine the degree of probability and range of possible loss for potential accrual and disclosure in its financial statements. When evaluating legal contingencies, the Company may be unable to provide a meaningful estimate due to a number of factors, including that the proceedings may be in early stages, there may be uncertainty as to the outcome of pending appeals or motions, there may be significant factual issues to be resolved, and there may be complex or novel legal theories to be presented. In addition, damages may not be specified or the damage amounts claimed may be unsupported, exaggerated or unrelated to possible outcomes, and therefore, such amounts are not a reliable indicator of potential liability.
As of June September 30, 2026, the Company has not recorded any material accrual for loss contingencies associated with legal proceedings or other matters or determined that an unfavorable outcome is probable and reasonably estimable in accordance with ASC 450, Contingencies . However, it is possible that the ultimate resolution of legal proceedings or other matters, if unfavorable, may be material to the Company's results of operations, financial condition or cash flows. Further, in the event that damages from an unfavorable resolution of one or more of these proceedings exceed the aggregate amount of the coverage limits of the Company's insurance, or if the Company's insurance carriers disclaim coverage, the amounts payable by the Company could also have a material adverse impact on the Company's results of operations, financial condition or cash flows.
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In July 2024, GXD-Bio Corporation, or GXD, filed a patent infringement lawsuit at the Unified Patent Court against the Company and certain of its current and former international subsidiaries and Eurobio Scientific. The lawsuit alleges that the EndoPredict Test, a test formerly offered by the Company, infringes upon a patent owned by GXD in Austria, Belgium, Germany, France, Italy, Luxembourg and the Netherlands. GXD seeks damages and an injunction prohibiting the defendants from selling the EndoPredict Test in those jurisdictions. As previously disclosed, the Company sold its EndoPredict testing business to Eurobio Scientific on August 1, 2024. As part of the EndoPredict transaction, the Company agreed, subject to certain terms and conditions, to indemnify Eurobio Scientific for certain losses arising from the GXD lawsuit. On December 19, 2025, the Local Division Munich of the Unified Patent Court ruled that the EndoPredict Test does not infringe GXD's patent and GXD's patent is invalid because it claims subject matter that extends beyond the content of the application as originally filed. In April 2026, GXD appealed the case and an oral hearing on the appeal was held at the Court of Appeal of the Unified Patent Court in October 2026. A decision on the appeal is expected around the end of 2026.
Note 14: SUPPLEMENTAL CASH FLOW INFORMATION 12 changes
Six Months Ended June 30,
The Company's supplemental cash flow information for the six nine months ended June September 30, 2026 and 2025 is as follows:
Nine Months Ended September 30,
2 unchanged paragraphs
Cash paid for interest 6.6 1.7
Cash paid for interest 10.0 4.9
2 unchanged paragraphs
Operating lease right-of-use assets $ 2.8 $ 1.8 2.2
Operating lease liabilities ( 2.8 ) ( 1.8 2.2 )
5 unchanged paragraphs
Cash and cash equivalents $ 115.2 $ 74.4
Restricted cash 1.6 9.3
Cash and cash equivalents $ 107.1 $ 145.4
Restricted cash 0.7 9.4
Total cash, cash equivalents, and restricted cash $ 116.8 107.8 $ 83.7 154.8
Forward-looking statements 152 changes
6 unchanged paragraphs
• risks related to the sale of certain assets of our Prenatal Health business, including the risk that the sale may not be completed on the anticipated terms or timeline, or at all, and the pendency of or failure to complete the sale;
• the risk that we may not realize the anticipated benefits of the sale of certain assets of our Prenatal Health business, and risks related to the liabilities and obligations we may retain following the closing of the sale;
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We believe there are significant growth opportunities in addressing the pressing healthcare needs of patient populations through innovative molecular diagnostic testing and precision medicine solutions and services. Our long-term growth strategy is built on leveraging our differentiated strengths, including our reputation for trusted high-quality tests and customer service, and our established, extensive commercial reach in community medicine. Our strategy also leverages investments in science and innovation, technology-enabled operations, an enhanced customer experience, strong commercial execution, and scalable operations. Our strategic intent is to accelerate profitable growth by focusing on (i) providing a comprehensive testing menu for the Cancer Care Continuum market with a priority for high growth applications; (ii) growing our Prenatal Health and Mental Health revenues at or above market growth; and (iii) delivering sustained profitable growth through financial and operational discipline and leveraging our operating model. Under this strategy, we plan to leverage our strong scientific foundation, deep clinical partnerships, and technology-enabled capabilities to expand adoption of our testing portfolio and integrate our precision medicine solutions more deeply into clinical workflows across the Cancer Care Continuum Prenatal Health, and Mental Health. We are committed to making molecular testing accessible and actionable for patients and providers while driving long-term growth and profitability.
In October 2026, we entered into a definitive agreement, or the Purchase Agreement, to sell certain assets and liabilities of our Prenatal Health business, including the Foresight Carrier Screen, Prequel Prenatal Screen, FirstGene 4-in-1 Prenatal Test and the SneakPeek Early Gender Test, or the Transaction, to Laboratory Corporation of America, or the Buyer, for $210 million plus the value of the related inventory at closing. The Transaction is subject to customary closing conditions, including regulatory approvals and is expected to close by early 2027. We intend to use the net proceeds from the Transaction for general corporate purposes, which may include the repayment of all or a portion of the Loans under the Credit Facility, funding operations and investment in our Cancer Care Continuum business. See Note 7, "Long-Term Debt, and Note 15, "Subsequent Events," in the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.
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• In July 2026, we engaged a leading professional services firm to support initiatives intended to increase efficiency and scalability to accelerate profitable growth.
• In July 2026, we announced results from a new large-scale meta-analysis demonstrating the strong prognostic performance of our Prolaris biopsy test in localized prostate cancer.
• In June 2026, we announced the appointment of Raj Jampa as our new Chief Technology Officer, effective June 1, 2026.
• In June 2026, we announced expanded availability of Precise MRD for colorectal, renal, and breast cancers, supported by new published data further supporting the assay's performance and clinical utility.
• In May 2026, we launched Prolaris + AI, the first prostate cancer test to combine genomics and digital pathology artificial intelligence, or AI, which we believe further enhances personalized treatment insights for prostate cancer patients and their physicians.
• In April 2026, we announced the presentation of six abstracts, including two podium presentations, at the American Association for Cancer Research (AACR) 2026 Annual Meeting, highlighting continued clinical evidence supporting our oncology portfolio.
• In October 2026, we announced a new collaboration with SOPHiA GENETICS to advance prostate genomic instability score (PrGIS) technology to support precision oncology approaches with AstraZeneca.
• In September 2026, we announced the appointment of Vishal Sikri as our new Executive Vice President, Commercial, effective September 16, 2026.
• In July 2026, we announced the full commercial launch of the FirstGene Multiple Prenatal Screen, the only laboratory test that runs four prenatal genetic screens simultaneously from a single blood draw as early as eight weeks gestation.
Results of Operations for the Three Months Ended June September 30, 2026 and 2025
The results of operations for the three months ended June September 30, 2026 and 2025 are discussed below.
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Three months ended June September 30, % of Total Revenue
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Cancer Care Continuum $ 114.1 $ 127.7 $ (13.6) 60% 60%
Prenatal Health 39.8 47.6 (7.8) 21% 22%
Mental Health 36.8 37.8 (1.0) 19% 18%
Total revenue $ 190.7 $ 213.1 $ (22.4) 100% 100%
Cancer Care Continuum $ 123.9 $ 122.5 $ 1.4 61% 60%
Mental Health 39.5 38.7 0.8 20% 19%
Prenatal Health 39.3 44.5 (5.2) 19% 21%
Total revenue $ 202.7 $ 205.7 $ (3.0) 100% 100%
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Three months ended June September 30,
1 unchanged paragraph
Cancer Care Continuum 95 90 6 %
Prenatal Health 144 159 (9) %
Mental Health 140 135 4 %
Revenue decreased $22.4 million for the three months ended June 30, 2026 compared to the same period in the prior year. The decrease was due in part to an $11.0 million reduction to revenue resulting from changes in estimates of cash collections for tests for which the performance obligation had been satisfied in prior periods. Cancer Care Continuum revenue decreased $13.6 million due to a 15% decrease in revenue per test due to declines in reimbursement and due to unfavorable changes in estimates associated primarily with orders from the first quarter of 2026, partially offset by a 6% increase in volume. Prenatal Health revenue decreased $7.8 million due to a 9% decrease in volume and an 8% decrease in revenue per test due to declines in reimbursement. Mental Health revenue decreased $1.0 million due to a 6% decrease in revenue per test primarily due to unfavorable changes in estimates associated with aged orders, partially offset by a 4% increase in volume.
Cancer Care Continuum 98 94 4 %
Mental Health 141 137 3 %
Prenatal Health 138 155 (11) %
Revenue decreased $3.0 million for the three months ended September 30, 2026 compared to the same period in the prior year, as lower Prenatal Health revenue offset growth in Cancer Care Continuum and Mental Health revenues. Prenatal Health revenue decreased $5.2 million, primarily due to an 11% decrease in volume. Cancer Care Continuum revenue increased $1.4 million primarily due to a 4% increase in volume partially offset by a 3% decrease in revenue per test. Mental Health revenue increased $0.8 million primarily due to a 3% increase in volume.
Three months ended June September 30,
1 unchanged paragraph
Cost of revenue $ 63.7 $ 61.3 $ 2.4 4 %
Cost of revenue $ 65.0 $ 61.9 $ 3.1 5 %
Cost of revenue as a % of total revenue 33.4 32.1 % 28.8 30.1 %
Cost of revenue for the three months ended June September 30, 2026 increased $2.4 $3.1 million compared to the same period in the prior year primarily due to increased fulfillment costs and increased personnel-related costs.
1 unchanged paragraph
Three months ended June September 30,
1 unchanged paragraph
Research and development expense $ 25.0 $ 25.6 $ (0.6) (2) %
Research and development expense $ 26.5 $ 28.2 $ (1.7) (6) %
Research and development expense as a % of total revenue 13.1 % 12.0 13.7 %
Research and development expense for the three months ended June September 30, 2026 was relatively consistent with research and development expenses incurred in the same period of the prior year.
1 unchanged paragraph
Three months ended June September 30,
1 unchanged paragraph
Sales and marketing expense $ 83.1 $ 71.9 $ 11.2 16 %
Sales and marketing expense $ 83.9 $ 71.0 $ 12.9 18 %
Sales and marketing expense as a % of total revenue 43.6 41.4 % 33.7 34.5 %
Sales and marketing expense increased by $11.2 $12.9 million for the three months ended June September 30, 2026 compared to the prior year period primarily due to a $5.0 $10.6 million increase in personnel-related costs as we strategically invest reflecting additional investment in our sales and marketing commercial organization and a $4.2 $2.4 million increase in marketing and sales expenses. other sales-related activities.
1 unchanged paragraph
Three months ended June September 30,
1 unchanged paragraph
General and administrative expense $ 57.8 $ 66.8 $ (9.0) (13) %
General and administrative expense decreased by $9.0 million for the three months ended June 30, 2026 compared to the prior year period primarily due to a decrease in personnel-related costs of $5.4 million, a decrease of $2.0 million in rent expense, and a $1.6 million decrease in amortization for previously impaired intangible assets.
Goodwill and Long-lived Asset Impairment Charges
Three months ended June 30, Change
(in millions) 2026 2025 % Change
Goodwill and long-lived asset impairment charges $ — $ 316.7 $ (316.7) (100) %
Goodwill and long-lived asset impairment charges as a % of total revenue — % 148.6 %
Goodwill and long-lived asset impairment charges for the prior year period included goodwill impairment charges of $234.7 million and intangible asset impairment charges of $82.0 million related to our Women's Health and Mental Health reporting units. There were no impairment charges in the current period.
General and administrative expense $ 67.2 $ 67.9 $ (0.7) (1) %
General and administrative expense as a % of total revenue 30.3 33.2 % 31.3 33.0 %
General and administrative expense for the three months ended September 30, 2026 decreased $0.7 million compared to the prior-year period, primarily due to a $5.3 million decrease in personnel-related costs, partially offset by a $4.7 million increase in professional fees related to strategic and operational initiatives focused on improving efficiency, productivity and scalability.
Three months ended June September 30,
1 unchanged paragraph
Other expense, net $ (3.7) $ (1.4) $ (2.3) 164.3 %
Other expense, net for the three months ended June 30, 2026 increased $2.3 million as compared to the same period in the prior year primarily due to an increase in interest expense related to our term loan secured in July 2025.
Income Tax Expense (Benefit)
Other expense, net $ (3.7) $ (2.9) $ (0.8) 27.6 %
Other expense, net for the three months ended September 30, 2026 was relatively consistent with the prior-year period.
Three months ended June September 30,
1 unchanged paragraph
Income tax expense (benefit) $ 0.6 $ (0.1) $ 0.7 (700.0) %
Effective tax rate (1.4) % — %
Income tax expense $ 0.3 $ 1.2 $ (0.9) (75.0) %
Effective tax rate (0.7) % (4.6) %
1 unchanged paragraph
For the three months ended June September 30, 2026 there was and 2025, we recorded income tax expense of $0.6 $0.3 million and our $1.2 million, respectively, resulting in effective tax rate was (1.4)%. For the three months ended June 30, 2025, there was income tax benefit rates of $0.1 million (0.7)% and our effective tax rate was approximately 0.0%. For (4.6)%, respectively. The three months ended June 30, 2026 and 2025, our effective tax rate differs rates for both periods differed from the U.S. federal statutory rate primarily due to the recognition of valuation allowances Due to our cumulative loss and the exhaustion of future taxable income from the reversal of taxable temporary differences, on deferred tax assets. Our estimated annual effective tax rate for the current year period includes reflects a valuation allowance against the majority of the current year increase in deferred tax assets due to our cumulative losses and the exhaustion of future taxable income from the reversal of taxable temporary differences.
Results of Operations for the Six Nine Months Ended June September 30, 2026 and 2025
The results of operations for the six nine months ended June September 30, 2026 and 2025 are discussed below.
1 unchanged paragraph
Six Nine months ended June September 30, % of Total Revenue
1 unchanged paragraph
Cancer Care Continuum $ 234.3 $ 243.3 $ (9.0) 60% 59%
Prenatal Health 81.7 96.9 (15.2) 21% 24%
Mental Health 75.1 68.8 6.3 19% 17%
Total revenue $ 391.1 $ 409.0 $ (17.9) 100% 100%
Cancer Care Continuum $ 358.2 $ 365.8 $ (7.6) 60% 60%
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and 72 more changes in the filing
Market risk 1 change
1 unchanged paragraph
We have been and may continue to be exposed to fluctuations in foreign currencies with regard to certain agreements with service providers. While our expenses are predominantly denominated in U.S. dollars, approximately 6% 4% of our revenue for the six nine months ended June September 30, 2026 is was denominated in other currencies, primarily in Japanese yen. A hypothetical 10% change in the value of the Japanese yen relative to the U.S. dollar would result in less than a 1% 0.4% change in our revenue. We do not currently utilize hedging strategies to mitigate foreign currency risk.
1 unchanged paragraph
Controls and procedures 2 changes
2 unchanged paragraphs
As of the end of the period covered by this Quarterly Report on Form 10-Q, we evaluated the effectiveness of the design and operation of our Disclosure Controls, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer. Based on the evaluation of our Disclosure Controls, our Chief Executive Officer and Chief Financial Officer have concluded that, as of June September 30, 2026, our Disclosure Controls were effective to provide reasonable assurance that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time period specified in the SEC's rules and forms and 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.
1 unchanged paragraph
There were no changes in our internal control over financial reporting that occurred during the three months ended June September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Risk factors 13 changes
In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors and other cautionary statements described under the heading "Risk Factors" included in Part I, Item 1A of our Annual Report on Form 10-K filed with the SEC on February 24, 2026, as updated below, which could materially affect our business, financial condition or future results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition or future results. There have been no material changes in our risk factors from those described in our Annual Report on Form 10-K filed with the SEC on February 24, 2026, other than as set forth below. We may disclose changes to risk factors or additional risk factors from time to time in our future filings with the SEC.
The sale of our Prenatal Health business is subject to closing conditions, including regulatory approvals, and may not be completed on the anticipated terms or timeline, or at all, and the pendency of the sale, or any failure to complete the Transaction, could adversely affect our business, financial condition, and the market price of our common stock.
On October 19, 2026, we entered into the Purchase Agreement with Laboratory Corporation of America as Buyer. Under the Purchase Agreement, we have agreed to sell certain assets and liabilities of the Company's Prenatal Health business, such assets referred to herein as the Prenatal Business, for $210 million in cash plus the value of the related inventory at closing of the Transaction. The consummation of the Transaction is subject to the satisfaction or waiver of customary closing conditions, including the expiration or termination of any required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and receipt of any required approvals and the expiration or termination of any required waiting periods under applicable state health care laws. Governmental authorities may seek to delay the Transaction, impose conditions on it or block it. No assurances can be given that any or all of the closing conditions will be satisfied in accordance with the terms of the Purchase Agreement.
The attention of our management may be directed toward the consummation of the Transaction and related matters, and their focus may be diverted from our day-to-day business operations, including from other opportunities that might otherwise be beneficial to us.
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 date 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 $10.5 million if the Purchase Agreement is terminated as a result of the failure to obtain certain regulatory clearances. If the Transaction is not consummated, we will not receive the expected proceeds and will have incurred significant costs and internal resources pursuing the Transaction. Any termination fee payable to us may not fully compensate us for our costs and lost opportunities. In addition, if the Transaction is not consummated, we may be unable to operate the business in the same manner as before the announcement of the Transaction.
Until closing, the Purchase Agreement restricts how we conduct the Prenatal Business. These restrictions may limit our ability to pursue opportunities or respond to market developments. Uncertainty about the Transaction could also adversely affect our relationships with employees, providers, payors and suppliers. In addition, the Transaction could become the subject of litigation, which could be costly and could delay or prevent its completion.
Any of these risks could have a material adverse effect on our business, financial condition, results of operations and stock price.
If the sale of the Prenatal Business is completed, we will no longer receive revenue from that business, may not realize the anticipated benefits of the Transaction, and will remain subject to certain liabilities and obligations.
If the Transaction is completed, we will no longer receive revenue or cash flow from the Prenatal Business. We may be unable to replace that revenue and cash flow through growth in our remaining businesses or other initiatives. We may also be unable to reduce the internal shared costs and operating expenses that currently support the Prenatal Business sufficiently, or quickly enough, to offset the loss in revenue. As a result, we may not realize the anticipated strategic, operational or financial benefits of the Transaction.
At closing, we expect to enter into a transition services agreement. Performing our obligations under this agreement may require significant resources and management attention, and we may incur costs or liabilities in connection with this agreement that are not reimbursed by the Buyer. The transition of the Prenatal Business to the Buyer could also be more difficult, costly or time-consuming than anticipated and could disrupt our remaining operations and businesses.
We will retain certain liabilities associated with the Prenatal Business, including certain liabilities arising from our billing, coding and reimbursement practices before the closing. We have also agreed to indemnify Buyer for certain losses arising from breaches of covenants and retained liabilities, subject to the limitations set forth in the Purchase Agreement. The Buyer has obtained representation and warranty insurance, but that insurance will not eliminate our potential exposure for retained liabilities or indemnification claims, which exposure could be significant.
The purchase price is subject to adjustment based on the value of inventory at closing. Transaction expenses, taxes, indemnification payments and retained liabilities may reduce the net proceeds we ultimately receive and the benefits we ultimately realize from the Transaction may be less than anticipated. We intend to use the net proceeds from the Transaction for general corporate purposes, which may include the repayment of all or a portion of the Loans under the Credit Facility, funding operations and investment in our Cancer Care Continuum business.
Any such prepayment would reduce the proceeds available to fund our operations and invest in our Cancer Care Continuum business. In addition, the Credit Agreement requires that the Company's revenues for the most recently ended period of twelve consecutive months exceed certain revenue threshold amounts set forth in the Credit Agreement. Following the closing of the Transaction, the Company will continue to be required to comply with this revenue covenant with an expected lower overall revenue base due to the sale of the Prenatal business. Failure to comply with that covenant would constitute an event of default and could result in all outstanding amounts under the Credit Facility becoming immediately due and payable.
Unregistered sales of stock 1 change
1 unchanged paragraph
We did not repurchase any of our equity securities during the q uarter ended June September 30, 2026.
Other information 1 change
1 unchanged paragraph
During the quarter ended June September 30, 2026, none of our directors or executive officers adopted , modified or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement" (as defined in Item 408 of Regulation S-K).
Exhibits 10 changes
10.3 F orm of Restricted Stock Unit Agreement under the 2026 Employee, Director and Consultant Equity Incentive Plan (Director) (incorporated by reference to Exhibit 99.2 to the Company's Registration Statement on Form S-8, Registration No. 333-296486, filed with the SEC on June 4, 2026). +
10.4 Form of Restricted Stock Unit Agreement under the 2026 Employee, Director and Consultant Equity Incentive Plan ( Employee ) (incorporated by reference to Exhibit 99. 3 to the Company's Registration Statement on form S-8, Registration No. 333-296486, filed with the SEC on June 4, 2026) .+
10.5 N on-Employee Director Compensation Policy (effective June 2026) . +
10.1 Amended and Restated 2012 Employee Stock 2.1* Asset Purchase Plan, Agreement, dated as amended of October 1 9 , 2026, by and between Myriad Genetics, Inc. and Laboratory Corporation of America (incorporated by reference to Exhibit 10.1 Ex hibit 2.1 to the Company's Current Report on Form 8-K , File No. 000-26642, 000 -26642, filed with the SEC on June 4 October 20 , 202 6 2026 ) .
10.2 10.1+ Separation Agreement and Release of Claims, dated October 6, 2026, Employee, Director by and Consultant Equity Incentive Plan between Myriad Genetics, Inc. and Brian Donnelly (incorporated by reference to Exhibit 10. 2 10.1 to the Company's Current Report on Form 8-K, File No. 000-26642, filed with the SEC on June 4, 202 6 October 9 , 2026) .
2 unchanged paragraphs
32.1** Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
6 unchanged paragraphs
104 The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended June September 30, 2026 has been formatted in Inline XBRL.
1 unchanged paragraph
* 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.
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Date: July 31, November 6, 2026 By: /s/ Samraat S. Raha
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Date: July 31, November 6, 2026 By: /s/ Benjamin R. Wheeler
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Unchanged: Notes to the financial statements, Note 1: BASIS OF PRESENTATION, Note 13: SEGMENT REPORTING AND RELATED INFORMATION, MD&A, Legal proceedings, Defaults on senior securities, Mine Safety Disclosures
Only in this filing: Note 15: SUBSEQUENT EVENTS
Compared by code from the two filings' text and XBRL. Not advice.
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