Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with Part I, Item 1A. Risk Factors and our consolidated financial statements and the related notes to those statements included elsewhere in this Annual Report on Form 10-K (“Annual Report”). In addition to historical consolidated financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Some of the numbers included herein have been rounded for the convenience of presentation. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed under Part 1, Item 1A. Risk Factors and elsewhere in this Annual Report. A discussion of the year ended December 31, 2024 compared to the year ended December 31, 2023 has been reported previously in our Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 11, 2025, under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations."

Executive Summary

We are a global medical device company focused on helping patients recover and live life to the fullest by relieving pain and addressing musculoskeletal challenges through a diverse portfolio of high-quality, innovative, and clinically proven solutions. We operate our business through two reporting segments, U.S. and International, and our portfolio of products is comprised of five patient-focused areas, grouped into three businesses based on clinical use: (i) Pain Treatments & PRP (“Pain Treatments”), (ii) Surgical Solutions and (iii) Restorative Therapies.

•Pain Treatments, consisting of:

◦Knee Osteoarthritis (“KOA”): Our product portfolio includes a range of intra-articular, hyaluronic acid (“HA”) injections that help relieve patient discomfort and improve quality of life. In the U.S., we also distribute the XCELL Platelet-Rich Plasma (“PRP”) system, a technology that is synergistic with our existing physician call points, as many surgeons who use HA also use PRP.

◦Peripheral Nerve Stimulation (“PNS”): We are focused on developing a full portfolio of peripheral nerve stimulation products with solutions for acute, temporary and chronic pain.

•Surgical Solutions, consisting of:

◦Ultrasonics: Our Ultrasonics business offers precision bone resection for patients with degenerative spine conditions and spinal deformities. This portfolio also enables precision ultrasonic neuro and general surgery to address brain tumors and pathologies of the liver and other organs.

◦Bone Graft Substitutes (“BGS”): Our BGS product portfolio includes a range of products that facilitate optimal bone fusion following a surgical procedure.

•Restorative Therapies, consisting of:

◦Fracture Care: We provide low-intensity pulse ultrasound to help patients who suffer from bone fractures that do not heal through traditional methods. We plan to expand our U.S. clinical fracture care indications to address the healing of fresh fractures, especially for high-risk patients.

The following table sets forth total net sales, net income (loss) and Adjusted EBITDA for the periods presented:

Years Ended December 31,

(in thousands, except for income (loss) per share) 2025 2024

Income (loss) per Class A common stock

(a)See below under Results of Operations-Adjusted EBITDA for a reconciliation of net income (loss) to Adjusted EBITDA.

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Significant Developments

2025 Credit Agreement

On July 31, 2025, we entered into a Credit Agreement (the “2025 Credit Agreement”) that provides for a $300.0 million term loan facility (the “2025 Term Loan”) and a $100.0 million revolving credit facility (the “2025 Revolver”). Proceeds from the 2025 Term Loan, borrowings of $30.0 million under the 2025 Revolver, and $2.6 million of available cash were used to fully repay the outstanding balance under the 2019 Credit and Guaranty Agreement, as amended, which totaled $332.6 million at the time of repayment. We recorded a $0.3 million loss on extinguishment and incurred $0.8 million in third-party costs as a result of these refinancing transactions.

XCELL PRP System

In August 2025, we fully launched the XCELL PRP System in the Orthopedic and Sports Medicine specialties across the U.S. market. The XCELL PRP System is designed to deliver customization, precision and efficiency with high platelet count in a single 10-minute process, allowing providers to select between leukocyte-rich and leukocyte-poor options with flexible dosing to meet individual patient and procedural needs.

Peripheral Nerve Stimulation

In July 2025, we received FDA 510(k) clearances for both TalisMann and StimTrial, expanding our innovative growth portfolio of PNS solutions for chronic pain management. These clearances mark an important step forward and represent a substantial growth opportunity as we look to expand in the PNS market. With TalisMann and StimTrial now FDA-cleared, we offer a comprehensive PNS portfolio that empowers physicians to potentially treat a broader spectrum of patients—from initial assessment to long-term therapy—with greater confidence and flexibility. This development also reinforces our commitment to delivering non-opioid, minimally invasive therapies designed to address real-world clinical needs.

TalisMann combines our patented electric field conduction technology with an integrated pulse generator to potentially reach deeper, larger nerves. This combination is designed to provide long-term relief from chronic nerve pain for patients, potentially increasing the number of patients who respond to neuromodulation therapy. From a physician's perspective, the increase in power allows for easier lead placement and potentially broadens addressable nerves. StimTrial provides physicians the ability to evaluate patient response to PNS therapy, which we expect will facilitate physician adoption and payer reimbursement where trial assessments are required. We began a limited commercial release of both TalisMann and StimTrial in select U.S. markets during the third quarter of 2025. The broader market launch of these products commenced in early 2026.

Advanced Rehabilitation Business

On December 31, 2024, we completed the sale of certain products within our Advanced Rehabilitation Business, including the L100, L300 Go, L360, H200, Vector Gait & Safety System and Bioness Integrated Therapy System (collectively, the “Advanced Rehabilitation Business”). This divestiture reflects our strategic decision to focus on core business areas and streamline operations. The Advanced Rehabilitation Business was considered non-core and required additional research and development investment to achieve its next stage of growth. We received $24.7 million of cash proceeds at closing, net of transactional fees, which were subject to a post-closing adjustment for net working capital. We paid $0.7 million in the second quarter of 2025 to settle the adjustment for net working capital. The net proceeds were used to pay $20.0 million in long-term debt obligations on December 31, 2024. We may also receive an aggregate of $20.0 million in potential earn-out payments based on the achievement of certain revenue and financial performance thresholds related to the Advanced Rehabilitation Business during the fiscal years ending December 31, 2025 and 2026. The revenue and specified financial performance criteria for the fiscal year ended December 31, 2025 were not achieved.

Components of our results of operations

Net Sales

We generate net sales from a portfolio of active healing products that serve physicians spanning the orthopedic continuum, including sports medicine, total joint reconstruction, hand and upper extremities, foot and ankle, podiatric surgery, trauma, spine and neurosurgery. We report sales net of contractual allowances, rebates and returns.

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We sell our products primarily through our direct sales team, which manages and maintains the sales relationship with healthcare providers, distribution centers or specialty pharmacies. Certain Surgical Solutions products are sold through independent distributors to hospitals so our neurosurgeon and orthopedic spine surgeon customers can use them in procedures. In certain international markets, we also sell to independent distributors on prearranged business terms, who manage or maintain the sales relationship with their physician customers. Refer to Item 8. Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note 2. Significant Accounting Policies for further information.

We generally recognize revenue at the point in time when control is transferred to the customer, for example, when the product is shipped to the customer, when the patient has accepted the product or upon consumption in a surgical procedure.

Cost of Sales

Our cost of sales primarily consists of costs of products purchased from our third-party suppliers, direct labor and allocated overhead associated with manufacturing and assembly, excess and obsolete inventory charges, shipping, inspection and related costs incurred in making our products available for sale or use. In addition, cost of sales includes depreciation related to production as well as amortization of product-related intellectual property and distribution rights associated with marketed products. Certain products are manufactured by or obtained from third-party suppliers primarily located in Japan, Switzerland, Sweden and the United States.

Gross Profit and Gross Margin

Gross profit consists of net sales less cost of sales. We calculate gross margin as gross profit divided by net sales. Our gross margin has been and will continue to be affected by a variety of factors, including costs of products purchased from our third-party suppliers, manufacturing costs, product mix and implementation over time of cost-reduction strategies. We expect net sales and product mix to vary quarter by quarter and therefore our gross profit will likely fluctuate from quarter to quarter.

Selling, General and Administrative Expense

Selling, general and administrative expense primarily consists of salaries, benefits and other related costs, including equity-based compensation, for personnel employed in sales, marketing, finance, legal, compliance, administrative, information technology, medical education and training, quality and human resource departments. Selling, general and administrative expense also includes third-party marketing, supply chain and distribution, product recall costs, information technology, legal, human resources, insurance and facilities expenses, selling, general and administrative expenses also include commissions, generally based on a percentage of sales, to our direct sales team and independent distributors. We expect our selling, general and administrative expenses will increase with the continued expansion of our sales organization and marketization of our current and pipeline products. We plan to hire more personnel to support the growth of our business. However, over time, as we grow our net sales, we expect selling, general and administrative expenses to decline as a percentage of net sales.

Research and Development Expense

Research and development expense primarily consists of employee compensation, equity-based compensation and related expenses, as well as contract research organization service expenses related to clinical trials. We expense internal research and development costs as incurred and research and development costs incurred by third parties as they perform contracted work. Our research and development expenses may vary substantially from period to period based on the timing of research and development activities. We are focused on internal research and development to broaden our portfolio across all products and undertake clinical research to support their marketization. As a result, we expect our research and development expenses to vary from low to the mid-single digits as a percentage of net sales as we introduce new products, extend existing product lines and expand indications. We see significant opportunity to develop innovative and clinically differentiated products in-house with our experienced research and development team. Clinical and preclinical development timelines, the probability of success and development costs can differ materially from expectations.

Restructuring Costs

We have restructured portions of our operations and future restructuring activities are possible. Identifying and calculating the cost to exit operations requires certain assumptions, the most significant of which are anticipated future liabilities. Although our estimates have been reasonably accurate in the past, significant judgment is required, and these estimates and assumptions may change as additional information becomes available and facts or circumstances change. Restructuring costs are recorded at estimated fair value. Key assumptions in determining the restructuring costs include negotiated terms and payments to terminate contractual obligations. In 2025, restructuring costs primarily related to severance costs associated with the elimination of several positions in order to optimize our organizational structure.

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Depreciation and Amortization

Depreciation expense primarily consists of depreciation of computer equipment and software as well as demonstration and consignment inventory, leasehold improvements, furniture, fixtures, machinery and equipment. Amortization expense primarily consists of amortization expense related to customer relationships and other intangible assets.

Interest Expense

Interest expense primarily consists of interest on our indebtedness, which currently consists of our term loan and revolving credit facility, which was incurred pursuant to the 2025 Credit Agreement. We have entered into interest rate swaps to limit our exposure to changes in the variable interest rate on our 2025 Term Loan. Interest expense includes any fair value gain or losses on these swaps.

Other Expense

Other expense primarily consists of foreign currency transaction and remeasurement gains and losses on transactions denominated in currencies other than our functional currency. Our foreign currency transaction and remeasurement gains and losses are primarily related to cash, liabilities and intercompany receivables and payables denominated in foreign currency. Other expense may also include certain nonrecurring items.

Income Tax Expense

The Company’s subsidiary, Bioventus LLC (“BV LLC”), is a partnership for U.S. federal tax purposes. Accordingly, the members include the profits and losses of BV LLC in their income tax returns. Certain wholly-owned subsidiaries of BV LLC are taxable entities for U.S. or foreign tax purposes and file tax returns in their local jurisdictions. Bioventus Inc. is subject to U.S. federal, state and local income taxes at the prevailing corporate tax rates with respect to our taxable income. In addition to tax expenses, we are obligated to make payments under the tax receivable agreement (“TRA”), which could be significant. The TRA obligates us to pay to Smith & Nephew, Inc. (“Continuing LLC Owner”) 85% of the amount of any realized tax benefits (or in some circumstances are deemed to realize) resulting from (i) increases in the tax basis of assets of BV LLC as a result of (a) any future redemptions or exchanges of LLC Interests and (b) certain distributions (or deemed distributions) by BV LLC and (ii) certain other tax benefits arising from payments we make under the TRA. For more information, see Item 8. Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note 11. Income Taxes for additional information.

Income tax expense includes U.S. federal, state and international income taxes, including certain taxes applicable to BV LLC. Certain income and expense items in income tax returns are not reported in the same year as financial statements. We report the income tax effects of these differences as deferred income taxes. Valuation allowances recognized reduce the related deferred tax assets to an amount which are more likely than not to be realized. We recognize interest and penalties related to unrecognized tax benefits as a component of income tax expense.

Non-GAAP Financial Measures - Adjusted EBITDA

We present Adjusted EBITDA, a non-GAAP financial measure, because we believe it is a useful indicator that management uses to measure operating performance and for planning purposes, including the preparation of our annual operating budget and financial projections. We believe that Adjusted EBITDA is useful to our investors because it is frequently used by securities analysts, investors and other interested parties in their evaluation of the operating performance of companies in industries similar to ours. We define Adjusted EBITDA as net income (loss) before depreciation and amortization, provision of income taxes and interest expense, net, adjusted for the impact of certain cash, non-cash and other items that we do not consider in our evaluation of ongoing operating performance. These items include acquisition and divestiture related costs, certain shareholder litigation costs, impairment of assets, restructuring costs, equity-based compensation expense, debt refinancing, loss on extinguishment of debt, and other items. Adjusted EBITDA by segment consists of net sales and costs directly attributable to a segment, as well as an allocation of corporate overhead costs primarily based on a ratio of net sales by segment to total consolidated net sales.

Non-GAAP financial measures have limitations as an analytical tool and should not be considered in isolation or as a substitute for, or as superior to, the financial information prepared and presented in accordance with U.S. GAAP. These measures might exclude certain normal recurring expenses. Therefore, these measures might not provide a complete understanding of the Company's performance and should be reviewed in conjunction with the U.S. GAAP financial measures. Additionally, other companies might define their non-GAAP financial measures differently than we do. Investors are encouraged to review the reconciliation of the non-GAAP measure provided in this Annual Report on Form 10-K, including all tables referencing Adjusted EBITDA to its most directly comparable U.S. GAAP measure.

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Results of Operations

The following table sets forth components of our consolidated statements of operations as a percentage of net sales for the periods presented:

Years Ended December 31,

Cost of sales (including depreciation and amortization) 31.7 % 32.3 %

Selling, general and administrative expense 55.3 % 60.1 %

Research and development expense 2.1 % 2.4 %

Restructuring costs 0.4 % — %

Change in fair value of contingent consideration — % 0.2 %

Depreciation and amortization 1.0 % 1.3 %

Impairment of assets — % 6.3 %

Loss on disposals — % 0.1 %

Operating income (loss) 9.5 % (2.7 %)

The following table presents a reconciliation of net income (loss) to Adjusted EBITDA for the periods presented:

Years Ended December 31,

Acquisition and related costs(b) — 1,339

Shareholder litigation costs(c) 51 13,802

Restructuring costs(d) 2,235 (57)

Loss on extinguishment(g) 326 —

Impairment of assets(h) — 36,357

Loss on disposal of a business(i) 81 292

(a)Includes for the years ended December 31, 2025 and 2024, respectively, depreciation and amortization of $41.3 million and $41.9 million in cost of sales and $5.7 million and $7.7 million in operating expenses presented in the consolidated statements of operations and comprehensive income (loss).

(b)Includes acquisition and integration costs related to completed acquisitions and changes in fair value of contingent consideration.

(c)Costs incurred as a result of certain shareholder litigation unrelated to our ongoing operations.

(d)Restructuring costs in 2025 primarily related to severance associated with the elimination of several positions and the consolidation of certain administrative functions and roles. Costs incurred during 2024 reflect a reversal of expenses associated with employee transitions resulting from the sale of the Advanced Rehabilitation Business and certain contract terminations.

(e)Includes compensation expense resulting from awards granted under our equity-based compensation plans.

(f)Debt refinancing in 2025 related to certain third-party fees associated with our 2025 Credit Agreement. Activity in 2024 is attributable to advisory fees and debt amendment related costs related to our 2019 Credit and Guaranty Agreement, as amended.

(g)Losses recognized in connection with the refinancing of long-term debt.

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(h)Includes a non-cash impairment charge of $33.9 million for intangible assets solely attributable to our Advanced Rehabilitation Business, driven by the decision to divest and a $2.5 million non-cash impairment charge for right-of-use assets associated with exited office and warehouse spaces.

(i)Represents the loss on the disposal of the Advanced Rehabilitation Business.

(j)Other items during the year ended December 31, 2025 primarily consisted of $0.5 million of expenses related to the divestiture of the Advanced Rehabilitation Business, which was completed on December 31, 2024.

Other items during the year ended December 31, 2024 primarily consisted of $4.7 million, net of transactional fees, of expenses related to the divestiture of the Advanced Rehabilitation Business and transformative project costs of $1.7 million.

Net Sales

Years Ended December 31, Change

(in thousands, except for percentage) 2025 2024 $ %

U.S.

International

U.S.

Net sales decreased $4.7 million, or 0.9%, compared to the prior year. Net sales from Pain Treatments increased $13.3 million, driven by volume growth in Durolane. Net sales from Surgical Solutions increased $12.7 million due to volume growth in BGS and Ultrasonics. The $30.7 million decrease in net sales from Restorative Therapies was driven by the divestiture of the Advanced Rehabilitation Business, which contributed $38.2 million in net sales during the prior year. This decrease was partially offset by a $6.5 million increase in our net sales for our EXOGEN Bone Stimulation System.

International

Net sales decreased $0.5 million, or 0.7%, primarily due to the divestiture of the Advanced Rehabilitation Business, which contributed $7.3 million in net sales during the prior year. This decrease was mostly offset by volume growth in Pain Treatments for Durolane and in Surgical Solutions for Ultrasonics.

Gross Profit and Gross Margin

Years Ended December 31, Change

(in thousands, except for percentage) 2025 2024 $ %

Years Ended December 31,

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U.S.

Gross profit increased $1.1 million, or 0.3%, compared to the prior year, primarily driven by volume growth in Durolane, BGS and our EXOGEN Bone Stimulation System. This increase was partially offset by a $21.3 million reduction resulting from the divestiture of the Advanced Rehabilitation Business. Gross margin increased 0.8% in comparison to the prior year. This improvement was driven by a favorable product mix within BGS as well as enhanced collections associated with our EXOGEN Bone Stimulation System. These gains were partially offset by freight and tariff costs, as well as shifts in channel mix.

International

Gross profit decreased $1.1 million, or 2.9%, due to a $4.0 million reduction resulting from the divestiture of the Advanced Rehabilitation Business. This reduction was partially offset by growth from Durolane and the EXOGEN Bone Stimulation System. Gross margin decreased 1.3% due to product and country mix.

Selling, General and Administrative Expense

Years Ended December 31, Change

(in thousands, except for percentage) 2025 2024 $ %

Selling, general and administrative expenses decreased by $29.8 million, or 8.7%, primarily due to: (i) a $14.5 million decrease in compensation-related costs, partially attributable to the sale of the Advanced Rehabilitation Business; (ii) a $13.8 million reduction in shareholder litigation costs settled during 2024; and (iii) a $2.3 million decrease in administrative related expenses.

Research and Development Expense

Years Ended December 31, Change

(in thousands, except for percentage) 2025 2024 $ %

Research and development expense decreased $1.8 million, or 13.2%, primarily due to: (i) a $1.6 million reduction in consulting expenses resulting from the completion of certain projects; and (ii) a $0.7 million decrease in compensation related costs. These decreases were partially offset by a $0.3 million increase in stock-based compensation.

Restructuring Costs

Years Ended December 31, Change

(in thousands, except for percentage) 2025 2024 $ %

Restructuring costsNM - Not Meaningful $ 2,235 $ (52) $ 2,287 NM

Restructuring costs in 2025 primarily related to severance costs associated with the elimination of several positions in order to optimize our organizational structure. In 2024, there were expense reversals related to employee transition agreements associated with the sale of the Advanced Rehabilitation Business.

Change in Fair Value of Contingent Consideration

Years Ended December 31, Change

(in thousands, except for percentage) 2025 2024 $ %

Change in fair value of contingent consideration $ — $ 1,423 $ (1,423) (100.0 %)

Activity from the change in fair value of contingent consideration relates to the acquisition of Bioness in 2021. Certain milestones were achieved during the fourth quarter of 2024, and as a result, we ceased revaluing the contingent consideration liability in 2025. We made contingent consideration payments totaling $19.8 million during 2025, which fully settled the Bioness contingent consideration liability.

Depreciation and Amortization

Years Ended December 31, Change

(in thousands, except for percentage) 2025 2024 $ %

Depreciation and amortization decreased during the year ended December 31, 2025 compared with the prior year primarily due to certain information technology assets being fully depreciated in 2025.

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Impairment of Assets

In 2024, we evaluated the Advanced Rehabilitation Business for impairment following our decision to divest. Based on this evaluation, we recorded a $33.9 million impairment to reduce intangible assets to fair value less costs to sell, using the consideration agreed upon with the purchaser. Additionally, we recognized $2.5 million of impairment losses during the year ended December 31, 2024 for two right-of-use assets—office and warehouse spaces—that the Company exited during the year.

Loss on Disposals

The loss on disposals during the years ended December 31, 2025 and 2024 related to the sale of the Advanced Rehabilitation Business.

Other Expense (Income)

Years Ended December 31, Change

(in thousands, except for percentage) 2025 2024 $ %

Loss on extinguishment $ 326 $ — $ 326 NM

Interest expense, net decreased during the year ended December 31, 2025 compared to the prior year. This decrease was due to lower debt outstanding and a reduction in interest rates and applicable margins. Loss on extinguishment of debt recognized during the year ended December 31, 2025 was directly related to the refinancing of our debt obligations.

Other expense, net during 2025 was driven primarily by foreign currency losses. Other income, net during 2024 primarily reflected foreign currency gains, inclusive of a $1.0 million gain related to the recognition of previously unrealized gains and losses on the assets and liabilities of the Advanced Rehabilitation Business.

Income Tax Benefit, Net

Years Ended December 31, Change

(in thousands, except for percentage) 2025 2024 $ %

Effective tax rate 6.1 % 10.1 % (4.0 %)

The effective tax rate of 6.1% for the year ended December 31, 2025 was attributable to the release of reserves for uncertain tax positions and a positive change in the valuation allowance on deferred tax assets due to the utilization of net operating loss carryforwards. The effective rate was 10.1% for the year ended December 31, 2024 due to the recognition of deferred tax benefits from recorded impairments.

Noncontrolling Interest

Subsequent to the IPO and related transactions, we became the sole managing member of BV LLC, holding ownership interests of 81.0% and 80.6% as of December 31, 2025 and 2024, respectively. We consolidate BV LLC’s financial statements as we have both a majority economic interest and sole voting control over BV LLC. The portion of BV LLC not owned by us—19.0% as of December 31, 2025—is reflected as a noncontrolling interest, representing the share of BV LLC owned by the Continuing LLC Owner. Period-over-period changes in noncontrolling interest reflect the allocation of net income or loss attributable to the Continuing LLC Owner.

Segment Adjusted EBITDA

Adjusted EBITDA for each of our reportable segments is as follows:

Years Ended December 31, Change

(in thousands, except for percentage) 2025 2024 $ %

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U.S.

Adjusted EBITDA increased $5.5 million, or 5.8%, compared to the prior year period, reflecting lower operating expenses, including: (i) a $5.1 million reduction in selling, general and administrative expenses, most of which was attributable to the divestiture of the Advanced Rehabilitation Business and the corresponding decrease in compensation-related costs; and (ii) a $1.9 million decrease in research and development expenses due to lower consulting costs as certain research and development projects were completed. These improvements were partially offset by a $1.9 million increase in other expense driven by unfavorable movements in foreign currency.

International

Adjusted EBITDA increased $1.8 million or 13.7%, compared to the prior year period. The increase was primarily driven by lower selling, general and administrative expenses, partially offset by lower gross profit primarily resulting from the divestiture of the Advanced Rehabilitation Business.

Liquidity and Capital Resources

Sources of Liquidity

Our principal liquidity needs have historically been for acquisitions, working capital, research and development, clinical trials, and capital expenditures. We expect these needs to continue as we develop and market new products and further expand into international markets.

On December 31, 2024, we closed the sale of the Advanced Rehabilitation Business, which was considered non-core and required additional research and development expenditures to achieve its next stage of growth. We received cash proceeds of $24.7 million at closing, net of transactional fees, which were subject to a post-closing adjustment for net working capital. We paid $0.7 million in the second quarter of 2025 to settle the adjustment for net working capital. Net proceeds from the transaction were used to pay $20.0 million in long-term debt obligations on December 31, 2024. We may also receive up to an additional $20.0 million in contingent earn-out payments, based on the achievement of certain revenue and financial performance thresholds related to the Advanced Rehabilitation Business during the fiscal years ending December 31, 2025 and 2026. The revenue and specified financial performance criteria for the fiscal year ended December 31, 2025 were not achieved.

On July 31, 2025, we entered into the 2025 Credit Agreement that provides for a $300.0 million term loan (the “2025 Term Loan”) and a $100.0 million revolving credit facility (the “2025 Revolver”). Proceeds from the 2025 Credit Agreement, including $30.0 million in borrowings under its revolver and $2.6 million in available cash, were used to fully repay the outstanding balance under the 2019 Credit and Guaranty Agreement, as amended, which totaled $332.6 million as of July 31, 2025.

The 2025 Credit Agreement is expected to provide $2.0 million of annual interest expense savings, increased liquidity and extended debt maturity to July 2030. On August 1, 2025, we entered into two interest rate swaps to mitigate the interest rate risk associated with our floating-rate SOFR-based borrowings under the 2025 Credit Agreement. Under the terms of swaps, we pay a fixed interest rate in exchange for SOFR-based variable interest throughout the life of the instruments. The interest rate swaps have a weighted average fixed interest rate of 3.60% and an aggregate notional value of $150.0 million, or 50.0% of the 2025 Term Loan.

The five-year 2025 Revolver includes an initial annual commitment fee of 0.30%, calculated based on the average daily amount of the available revolving commitment, which includes revolving and swingline loans as well as letters of credit (“LOC”). The commitment fee is payable quarterly in arrears on the last day of each calendar quarter and at maturity. The commitment rate is subject to adjustment based on our leverage ratio. Swingline loans are available as base rate option loans and LOCs are limited to $7.5 million under the 2025 Credit Agreement.

As of December 31, 2025, we had $97.8 million available on the 2025 Revolver, net of $2.2 million in outstanding LOCs. This availability, combined with our existing cash balances and expected cash flows from operations, provides us with sufficient liquidity to meet our near-term obligations and support ongoing operations for the next twelve months.

We anticipate that, to the extent additional capital is required, we will seek funding through a combination of equity financings, the incurrence of additional indebtedness, or other strategic sources of capital. Our ability to access these sources will depend on market conditions, our financial performance, and other factors.

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We may explore divestiture opportunities for non-core assets to improve our liquidity position. In addition, we may raise additional funds to finance future cash needs through receivables or royalty financings or corporate collaboration and licensing arrangements. If we raise additional funds by issuing equity securities or convertible debt, our stockholders will experience dilution. If we raise additional funds through collaboration and licensing arrangements with third parties, it might be necessary to relinquish valuable rights to our products, future revenue streams or product candidates, or to grant licenses on terms that might not be favorable to us. We cannot be certain that additional funding will be available on acceptable terms, or at all. Any failure to raise capital in the future might have a negative impact on our financial condition and our ability to pursue our business strategies.

Future Cash Requirements

The following table summarizes certain estimated future cash requirements under our various contractual obligations committed to as of December 31, 2025 in total and disaggregated into current and long-term obligations.

(in thousands) Current Long-Term Total

(a)Refer to Item 8. Financial Statements and Supplementary Data—Notes to the Consolidated Financial Statements—Note 5. Financial Instruments in this Annual Report for further information regarding long-term debt obligations.

(b)Refer to Item 8. Financial Statements and Supplementary Data—Notes to the Consolidated Financial Statements—Note 12. Commitments and Contingencies in this Annual Report for further information regarding operating and finance lease liabilities.

(c)Amounts that are contractually committed to as of December 31, 2025 related to multi-year exclusive supply agreements. Generally, our purchase obligations under these supply agreements are based on forecasted requirements, subject in some cases to an annual contractual minimum.

Other Cash Requirements

We enter into contracts in the normal course of business with various third parties for development, collaboration and other services for operating purposes. These contracts provide for termination upon notice. Payments due upon cancellation generally consist only of payments for services provided or expenses incurred, including non-cancellable obligations of our service providers, up to the date of cancellation. Certain agreements include contingent events that upon occurrence would require payment. For information regarding Commitments and Contingencies, refer to Item 8. Financial Statements and Supplementary Data in this Annual Report.

Tax Receivable Agreement

The BV LLC Agreement provides for the payment of certain distributions to the Continuing LLC Owner in amounts sufficient to cover the income taxes imposed with respect to the allocation of taxable income from BV LLC as well as obligations within the TRA. Under the TRA, we are required to make cash payments to the Continuing LLC Owner equal to 85% of the tax benefits, if any, that we actually realize (or in certain circumstances are deemed to realize), as a result of (1) increases in the tax basis of assets of BV LLC resulting from (a) any future redemptions or exchanges of LLC Interests, and (b) certain distributions (or deemed distributions) by BV LLC and (2) certain other tax benefits arising from payments under the TRA. We expect the amount of the cash payments required to be made under the TRA will be significant. The actual amount and timing of any payments under the TRA will vary depending upon a number of factors, including the timing of redemptions or exchanges by the Continuing LLC Owner, the amount of gain recognized by the Continuing LLC Owner, the amount and timing of the taxable income we generate in the future, and the federal tax rates then applicable. Any payments made by us to the Continuing LLC Owner under the TRA will generally reduce the amount of overall cash flow that might have otherwise been available to us. To the extent that we are unable to make payments under the TRA for any reason, such payments generally will be deferred and will accrue interest until paid; provided, however, that nonpayment for a specified period may constitute a material breach of a material obligation under the TRA and therefore accelerate payments due under the TRA.

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Indebtedness

The 2025 Credit Agreement contains affirmative and negative covenants applicable to senior secured credit facilities, including covenants that, among other things, limit or restrict our ability to, subject to negotiated exceptions, incur additional indebtedness, liens on our assets, engage in acquisitions or dispositions, pay dividends or make other distributions, enter into transactions with affiliated persons, make investments, change the nature of our business or organizational documents, or prepay or make modifications to other indebtedness that would adversely affect the lenders.

The 2025 Credit Agreement also contains financial covenants including a maximum consolidated total net leverage ratio of 4.00 to 1.00 for the quarter ending September 30, 2025 through the quarter ending December 31, 2025, and starting with the fiscal quarter ending March 31, 2026 and for each fiscal quarter thereafter, a maximum consolidated total net leverage ratio of 3.50 to 1.00. We may elect to increase such ratio level by 0.50 to 1.00 following certain permitted acquisitions. A minimum interest coverage ratio of 2.50 to 1.00 must also be maintained. The 2025 Revolver also includes standard provisions related to conditions of borrowing and customary events of default. We were in compliance with the financial covenants under the 2025 Credit Agreement as of December 31, 2025, and expect to remain in compliance for the next twelve months. We do not expect any of these covenants or restrictions to affect or limit our ability to conduct business in the ordinary course.

As of December 31, 2025, we had $294.0 million outstanding under the 2025 Term Loan, net of original issue discount and deferred financing costs, and no outstanding borrowings under the 2025 Revolver.

Refer to Item 8. Financial Statements and Supplementary Data—Notes to the Consolidated Financial Statements—Note 5. Financial Instruments for further details on the Company’s indebtedness.

Information Regarding Cash Flows

Cash and cash equivalents as of December 31, 2025 totaled $51.2 million, compared to $41.6 million as of December 31, 2024. As of December 31, 2025, $41.3 million and $9.9 million of our cash and cash equivalents was held within the U.S. and International segments, respectively. The change in cash was primarily due to the following:

Years Ended December 31, Change

(in thousands, except for percentage) 2025 2024 $ %

Operating Activities

Net cash inflows from operating activities increased $35.9 million due to cash collections on net sales, lower interest payments due to favorable interest rates and reduced debt levels, and one-time charges in 2024 including the payment of certain shareholder litigation costs and expenses related to the divestiture of the Advanced Rehabilitation Business. These operating inflows were partially offset by higher rebate and compensation-related payments.

Investing Activities

Net cash flows from investing activities decreased $26.2 million for the year ended December 31, 2025 compared to the prior year. Investing cash flows for 2025 primarily consisted of $2.6 million in capital expenditures, largely related to information technology investments, and a $0.7 million working capital settlement associated with the sale of the Advanced Rehabilitation Business. Investing cash flows for 2024 consisted of $24.7 million in proceeds from the sale of the Advanced Rehabilitation Business and $1.7 million in capital expenditures and the purchase of distribution rights.

Financing Activities

Net cash outflows from financing activities increased $7.6 million for the year ended December 31, 2025 compared to the prior year. The increase in cash outflow was driven by a $19.8 million contingent consideration payment related to the acquisition of Bioness in 2021 and the receipt of $4.5 million of deferred consideration in 2024 associated with the prior‐year sale of the Wound Business. These cash flows were partially offset by the impact of revolving credit facility activity, as we made $15.0 million of payments on revolving credit facilities during 2024, whereas 2025 activity consisted of offsetting borrowings and repayments in 2025, resulting in no net change in financing cash flows for the year. Also contributing to the offset was $2.2 million in net cash inflows related to the refinancing of long‐term debt obligations, including proceeds from the 2025 Credit Agreement, principal payments, and associated financing costs.

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Recently Issued Accounting Pronouncements

Refer to Item 8. Financial Statements and Supplementary Data—Notes to the Consolidated Financial Statements—Note 2. Significant Accounting Policies for information regarding accounting pronouncements that may impact our financial statements in future periods.

Critical Accounting Estimates

The preparation of the consolidated financial statements requires us to make assumptions, estimates and judgments that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities as of the date of the consolidated financial statements, and the reported amounts of sales and expenses during the reporting periods. Certain of our more critical accounting policies require the application of significant judgment by management in selecting the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty.

We use historical experience and other assumptions as the basis for our judgments in making these estimates. Because future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Any changes in these estimates will be reflected in our consolidated financial statements as they occur. Refer to Item 8. Financial Statements and Supplementary Data—Notes to the Consolidated Financial Statements—Note 2. Significant Accounting Policies for a further description of our significant accounting policies. The critical accounting estimates discussed below represent the most significant judgments and assumptions we use to prepare our consolidated financial statements and are important to understanding and interpreting our reported results.

Revenue Recognition Estimates

Variable Consideration Estimates

We recognize revenue generally at a point in time upon transfer of control of the promised product to customers in an amount that reflects the consideration we expect to receive in exchange for those products. We exclude taxes collected from customers and remitted to governmental authorities from revenues.

Revenues are recorded at the transaction price, which is determined as the contracted price net of estimates of variable consideration resulting from discounts, rebates, returns, chargebacks, contractual allowances, estimated third-party payer settlements, and certain distribution and administration fees offered in customer contracts and other indirect customer contracts relating to the sale of products. We establish reserves for the estimated variable consideration based on the amounts earned or eligible to be claimed on the related sales. Where appropriate, these estimates take into consideration a range of possible outcomes, which are probability-weighted for relevant factors such as our historical experience, current contractual requirements, specific known market events and trends, industry data and forecasted customer buying and payment patterns. The amount of variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. We regularly update our reserves as new information becomes available, including newly received payer or customer invoices, by incorporating this information into our reserves at the end of each reporting period, as needed.

At the end of the third quarter of 2025, a large private insurance payer informed us that it had made changes to its claims data management and billing systems and that, as a result, we may experience significantly larger rebate volumes for our HA viscosupplement products than we had previously experienced. Using the expected value method, we estimated the variable consideration related to this contract based on the range of possible outcomes and the probabilities of each outcome. Rebates accrued under this contract, including the estimated impact of the billing system changes, totaled $16.4 million at December 31, 2025 compared to $14.4 million at December 31, 2024.

Accounts Receivable Allowances for Credit Losses

We maintain allowances for credit losses to provide for receivables we do not expect to collect. We base the allowance on an assessment of customer creditworthiness, historical payment experience, the age of outstanding receivables and other information, as applicable.

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Fair Value

We record certain assets and liabilities at fair value. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy that prioritizes the inputs used to measure fair value is described below. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. Assets and liabilities are categorized based on the lowest level that is significant to the valuation.

The three levels of inputs used to measure fair value are as follows:

•Level 1—Quoted prices in active markets for identical assets or liabilities;

•Level 2—Observable inputs other than quoted prices included within Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data; and

•Level 3—Unobservable inputs that are supported by little or no market data. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

Business Combinations

We record identifiable assets acquired, liabilities assumed and any noncontrolling interest in an acquiree resulting from a business combination at their estimated fair values on the date of the acquisition. We generally have third-party valuations completed for intangible assets in a business combination using a discounted cash flow analysis, incorporating various assumptions. Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired, including the amount assigned to identifiable intangible assets. The most significant estimates and assumptions inherent in a discounted cash flow analysis include the amount and timing of projected future cash flows, discount rate used to measure the risks inherent in the future cash flows, assessment of the asset’s life cycle, and competitive and other trends impacting the asset, including consideration of technical, legal, regulatory, economic and other factors. Each of these factors and assumptions can significantly affect the value of the intangible asset.

Acquired in-process research and development (“IPR&D”) is the fair value of projects for which the related products have not received regulatory approval and have no alternative future use and is capitalized as an indefinite-lived intangible asset. Due to inherent uncertainty related to research and development, actual results could differ materially from the assumptions used in the discounted cash flow model. Additionally, there are risks including, but not limited to, delay or failure to receive regulatory requirements to conduct clinical trials, required market clearances, or patent issuance, and that the research and development project does not result in a successful product.

Contingent Consideration

We recognize contingent consideration liabilities resulting from business combinations at estimated fair value on the acquisition date, and at each subsequent reporting period. Significant judgment is employed in determining the appropriateness of the estimates and assumptions as of the acquisition date and in post-acquisition periods. The Company initially values contingent consideration related to business combinations using a probability-weighted calculation of potential payment scenarios discounted at rates reflective of the risks associated with the expected future cash flows. Significant estimates and assumptions required for these valuations include the probability of achieving regulatory approval under specified time frames, product sales projections under various scenarios and discount rates used to calculate the present value of the estimated payments. After the initial valuation, the Company will use its best estimate to measure contingent consideration at each subsequent reporting period. Gains and losses are recorded in selling, general and administrative expenses within the consolidated statements of operations and comprehensive income (loss).

Impairment of Goodwill and Indefinite-Lived Intangible Assets

We evaluate goodwill for impairment annually during the fourth quarter, or more frequently if events or changes in circumstances indicate that the asset might be impaired. We analyze all other indefinite-lived intangible assets qualitatively to determine if it is more likely than not that an impairment exists. If we meet the qualitative criteria, we perform a quantitative analysis to determine if an impairment exists. Our reporting units are U.S. and International and we analyze each reporting unit separately in our impairment evaluations.

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In 2025, we elected to perform a qualitative goodwill assessment to determine whether it is more likely than not that the carrying amount of any reporting unit exceeded its fair value. This qualitative assessment considered the totality of relevant financial and entity specific factors, and consisted of: (i) comparing the most recent fair value assessment performed in 2024 to the 2025 carrying value; (ii) comparing estimated long-term growth projections and future forecasts completed by third-party specialists in 2024 to updated 2025 projections prepared by management; and (iii) determining whether any events or circumstances occurred since the last quantitative analysis performed in 2024 that would have been likely to effect the fair value of the reporting unit. Based on the qualitative assessment, we concluded that it is not more likely than not that the fair value of any reporting unit is below its carrying value. Accordingly, a quantitative goodwill impairment test was not required.

Our impairment process in 2024 included applying a quantitative impairment analysis to the fair value of the reporting unit and comparing it to its carrying value. We used independent third-party valuation specialists and year-to-date October data to assist management in performing the 2024 annual impairment evaluation. We determined the fair value of U.S. and International reporting units based primarily on an income approach, which incorporated the use of a discounted free cash flow analysis. The discounted free cash flow analysis was based on significant judgments, including the current operating budgets, estimated long-term growth projections and future forecasts for each reporting unit. We discounted future cash flows based on a market comparable weighted average cost of capital rate for each reporting unit. The discount rates used in the discounted free cash flow analyses reflected the risks inherent in the expected future cash flows generated by the respective intangible assets. Market risk, industry risk and a small company premium had impact on the discount rate. The value of each reporting unit was determined on a stand-alone basis from the perspective of a market participant and represents the price we estimated we would have received in a sale of the reporting unit in an orderly transaction between market participants at the measurement date. Significant judgments inherent in this analysis included estimating the amount and timing of future cash flows and the selection of appropriate discount rates, royalty rates and long-term growth rate assumptions. Changes in estimates and assumptions could materially affect the determination of fair value for each reporting unit and could result in an impairment charge, which could be material to our financial position and results of operations.

There were no goodwill impairment charges for the years ended December 31, 2025, 2024 or 2023. Refer to Item 8. Financial Statements and Supplementary Data—Notes to the Consolidated Financial Statements—Note 3. Balance Sheet Information for further discussion regarding goodwill.

Equity-Based Compensation

Equity-based compensation expense generated from the granting of restricted stock units represents the fair value of the stock measured at the market price on the date of grant. Restricted stock equity-based compensation expense is recognized over the vesting period.

We use the Monte Carlo simulation model to determine equity-based compensation expense generated from the granting of performance restricted stock units. This model estimates total shareholder return for our Class A common stock relative to a peer group consisting of companies included in the Russell 2000 Medical Equipment Index, along with additional selected companies.

The fair value of time-based stock options is determined using the Black-Scholes valuation model, with such value recognized as expense over the service period, net of actual forfeitures. Assumptions used in determining stock option fair value include the risk-free interest rate, expected dividend yield, expected price volatility, expected life of stock options and weighted-average fair value of stock options granted. The expected term of the options granted is estimated using the simplified method. Expected volatility is based on the historical volatility of our peers’ common stock. The risk-free interest rate is determined based upon a constant U.S. Treasury security rate with a contractual life that approximates the expected term of the option.

Income Taxes

The tax provision for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items, if any, that arise during the period. Each quarter, we update our estimate of our annual effective tax rate, and if the estimated annual effective tax rate changes, we make a cumulative adjustment in such period. The quarterly tax provision, and estimate of our annual effective tax rate, are subject to variation due to several factors, including variability in pre-tax income (or loss), the mix of jurisdictions to which such income relates, changes in how we conduct business, and tax law developments.

We maintain a valuation allowance on certain deferred tax assets that we have determined are not more-likely-than-not to be realizable and assess the need for an adjustment to this valuation allowance on a quarterly basis. The assessment is based on estimates of future sources of taxable income for the jurisdictions in which we operate and the periods over which deferred tax assets will be realizable. In the event we determine we will be able to realize all or part of the net deferred tax assets in the future, all or part of the valuation allowance will be reversed in the period it is determined. The release of all or part of the valuation allowance against deferred tax assets may cause greater volatility in the effective tax rate in the periods in which it is reversed.

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We recognize a tax benefit from any uncertain tax positions only if they are more likely than not to be sustained upon examination based on the technical merits of the position. The amount of the accrual for which an exposure exists is measured as the largest amount of benefit determined on a cumulative probability basis that we believe is more likely than not to be realized upon ultimate settlement of the position. Components of the reserve, if relevant, are classified as a current or noncurrent liability in the consolidated balance sheet based on when we expect each of the items to be settled. Interest and penalties related to unrecognized tax benefits are recognized as a component of income tax expense.

Emerging Growth Company and Smaller Reporting Company Status

We qualify as an “emerging growth company” pursuant to the provisions of the JOBS Act. For as long as we are an “emerging growth company,” we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, reduced disclosure obligations relating to the presentation of financial statements in the “Management’s discussion and analysis of financial condition and results of operations” section and exemptions from the requirements of holding advisory “say-on-pay” votes on executive compensation and shareholder advisory votes on golden parachute compensation. We have availed ourselves of the reduced reporting obligations and executive compensation disclosure in this Annual Report and expect to continue to avail ourselves of the reduced reporting obligations available to emerging growth companies in future filings.

In addition, an emerging growth company can delay its adoption of certain accounting standards until those standards would otherwise apply to private companies. However, we are choosing to “opt out” of such extended transition period, and as a result, we plan to comply with any new or revised accounting standards on the relevant dates on which non-emerging growth companies must adopt such standards. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

We will continue to qualify as an emerging growth company until the earliest of:

•December 31, 2026 (the last day of our fiscal year following the fifth anniversary of the date of our IPO);

•The last day of our fiscal year in which we have annual gross revenues of $1.235 billion or more;

•The date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt;

•The date on which we are deemed to be a “large accelerated filer,” which will occur at such time as we (1) have an aggregate worldwide market value of common equity securities held by non-affiliates of $700 million or more as of the last business day of our second fiscal quarter, (2) have been required to file annual and quarterly reports under the Exchange Act for a period of at least 12 months, (3) have filed at least one annual report pursuant to the Exchange Act, and (4) are not eligible to use the requirements for smaller reporting companies as defined in Rule 12b-2 under the Exchange Act (annual revenue less than $100 million and either no public float or a public float of less than $700 million).

On June 28, 2025, we determined that we no longer qualify as a “smaller reporting company,” as defined by Rule 12b-2 of the Exchange Act. Accordingly, we will not be able to avail ourselves of certain exemptions and relief from various reporting requirements available to smaller reporting companies beginning with our Quarterly Report on Form 10-Q for the quarterly period ended March 28, 2026. We will continue to be required to comply with the “accelerated filer” disclosure obligations, subject to certain exemptions and relief from various reporting requirements that are applicable to emerging growth companies.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

Quantitative and Qualitative Disclosures about Market Risk

We are exposed to various market risks, which may result in potential losses arising from adverse changes in market rates, such as interest rates and foreign exchange rates. We do not enter into derivatives or other financial instruments for trading or speculative purposes. We may use derivative instruments to manage exposures to interest rates and foreign currencies. Derivatives are recorded on the balance sheet at fair value at each balance sheet date. We have elected the fair value method of accounting and do not designate whether the derivative instrument is an effective hedge of an asset, liability or firm commitment. Changes in the fair values of derivative instruments are recognized in the consolidated statements of operations and comprehensive income (loss) in the period incurred.

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Interest Rate Risk

Our cash and cash equivalents balance as of December 31, 2025 consisted of demand deposits and institutional money market funds held in U.S. and foreign banks. Cash equivalents consist of highly liquid investment securities with original maturities on the date of purchase of three months or less and can be exchanged for a known amount of cash. We are exposed to the market risk related to fluctuations in interest rates and market prices for our cash equivalents. We are also exposed to interest rate risk in connection with borrowings under our 2025 Credit Agreement, which bear interest at a floating rate based on three-month SOFR plus an applicable borrowing margin. As of December 31, 2025, a 1.0% increase in interest rate would result in a $12.0 million increase in total interest payable over the remaining life of the 2025 Term Loan, exclusive of any interest rate swap impact. For variable rate debt, interest rate changes generally do not affect the fair value of the 2025 Credit Agreement, but impact future earnings and cash flows, assuming other factors are constant. In the ordinary course of business, we may enter into contractual arrangements to reduce our exposure to interest rate risks, subject to any applicable limitations in our financing arrangements.

Foreign Exchange Risk Management

We operate in countries other than the United States and are exposed to foreign currency risks. We bill most direct sales outside of the United States in local currencies. We expect that the percentage of our sales denominated in foreign currencies will increase in the foreseeable future as we continue to expand into international markets. When sales or expenses are not denominated in U.S. Dollars, a fluctuation in exchange rates could affect our net income. We believe that the risk of a significant impact on our operating income from foreign currency fluctuations is minimal. Although we do not currently have any foreign currency hedges, we have used foreign exchange forward contracts in the past to protect against the impact of foreign currency fluctuations and may use forward contracts, derivatives or other hedges for foreign exchange risk management purposes in the future, subject to any applicable limitations in our financing arrangements.

Effects of Inflation

We do not believe that inflation has had a material effect on our results of operations during the periods presented herein.

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Item 8. Financial Statements and Supplementary Data.

Index to Consolidated Financial Statements

Page

Bioventus Inc.

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248) 88

Consolidated Statements of Operations and Comprehensive Income (Loss) 89

Consolidated Balance Sheets 90

Consolidated Statements of Changes in Stockholders’ Equity 91

Consolidated Statements of Cash Flows 92

Notes to the Consolidated Financial Statements 93

Note 1. Organization 93

Note 2. Significant Accounting Policies 95

Note 3. Balance Sheet Information 104

Note 4. Divestitures 107

Note 5. Financial Instruments 107

Note 6. Fair Value Measurements 110

Note 7. Equity-Based Compensation 111

Note 8. Stockholders’ Equity 114

Note 9. Earnings Per Share 115

Note 10. Restructuring Costs 116

Note 12. Commitments and Contingencies 120

Note 13. Revenue Recognition 124

Note 15. Discontinued Operations 127

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders

Bioventus Inc.

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of Bioventus Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Companyas of December 31, 2025 and 2024, and the results of itsoperations and itscash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Basis for opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/GRANT THORNTON LLP

We have served as the Company’s auditor since 2019.

Raleigh, North Carolina

March 5, 2026

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Bioventus Inc.

Consolidated Statements of Operations and Comprehensive Income (Loss)

Years Ended December 31, 2025, 2024 and 2023

(Amounts in thousands, except share amounts)

Change in fair value of contingent consideration — 1,423 719

Loss on extinguishment 326 — —

Income tax (benefit) expense, net (1,565) (5,293) 85

Loss from discontinued operations, net of tax — — (74,429)

Other comprehensive income (loss), net of tax

Change in foreign currency translation adjustments 1,806 (4,194) 1,140

Change in the fair value of cash flow hedges (991) — —

Income (loss) per share of Class A common stock from:

Continuing operations—basic $ 0.34 $ (0.56) $ (1.54)

Discontinued operations—basic — — (0.95)

Basic income (loss) per Class A common stock $ 0.34 $ (0.56) $ (2.49)

Continuing operations—diluted $ 0.33 $ (0.56) $ (1.54)

Discontinued operations—diluted — — (0.95)

Diluted income (loss) per Class A common stock $ 0.33 $ (0.56) $ (2.49)

Weighted-average shares of Class A common stock outstanding:

The accompanying notes are an integral part of these consolidated financial statements.

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Bioventus Inc.

Consolidated Balance Sheets as of December 31, 2025 and 2024

(Amounts in thousands, except share amounts)

Assets

Current assets:

Liabilities and Stockholders' Equity

Current liabilities:

Current portion of contingent consideration — 19,573

Deferred income tax liabilities 433 564

Commitments and Contingencies (Note 12)

Stockholders’ Equity:

Preferred stock, $0.001 par value, 10,000,000 shares authorized, 0 shares issued

Accumulated other comprehensive loss (1,900) (2,573)

Total stockholders’ equity attributable to Bioventus Inc. 184,105 147,940

Total liabilities and stockholders’ equity $ 683,559 $ 727,956

The accompanying notes are an integral part of these consolidated financial statements.

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Bioventus Inc.

Consolidated Statements of Changes in Stockholders’ Equity

Years Ended December 31, 2025, 2024 and 2023

(Amounts in thousands, except share amounts)

Shares Amount Shares Amount

Issuance of Class A common stock for equity plans 1,204,422 1 — — 777 — — — 778

Change in noncontrolling interest allocation — — — — 513 — — (513) —

Distributions to members — — — — — — — (111) (111)

Other comprehensive income — — — — — 904 — 228 1,132

Change in noncontrolling interest allocation — — — — 495 — — (495) —

Other comprehensive loss — — — — — (3,367) — (814) (4,181)

Tax withholdings on equity-based compensation awards — — — — (9) — — — (9)

Change in noncontrolling interest allocations — — — — 72 — — (72) —

Distributions to members — — — — — — — (5) (5)

Cash flow hedging, net — — — — — (802) — (189) (991)

The accompanying notes are an integral part of these consolidated financial statements.

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Bioventus Inc.

Consolidated Statements of Cash Flows

Years Ended December 31, 2025, 2024 and 2023

(Amounts in thousands)

Operating activities:

Less: Loss from discontinued operations, net of tax — — (74,429)

Provision (benefit) for expected credit losses 1,256 (434) (1,103)

Change in fair value of contingent consideration — 1,423 719

Loss on extinguishment 326 — —

Unrealized (gain) loss on foreign currency fluctuations (360) (259) 665

Changes in operating assets and liabilities:

Other current and noncurrent assets and liabilities (1,679) (2,525) (1,970)

Net cash from operating activities - continuing operations 74,673 38,795 17,513

Net cash from operating activities - discontinued operations — — (2,169)

Investing activities:

(Settlement) proceeds from the sale of a business (686) 24,678 34,675

Investments and acquisition of distribution rights — (709) —

Net cash from investing activities - continuing operations (3,248) 22,963 27,313

Net cash from investing activities - discontinued operations — — (11,506)

Financing activities:

Proceeds from issuance of Class A and B common stock 2,074 2,442 778

Tax withholdings on equity-based compensation (9) — —

Receipt of deferred consideration — 4,500 —

Payment of contingent consideration (19,771) — —

Proceeds from the issuance of long-term debt, net of discount 31,907 — —

Payments on the extinguishment of long-term debt (65,765) — —

Effect of exchange rate changes on cash 371 (2,560) 629

Cash and cash equivalents at the beginning of the period 41,582 36,964 31,837

Cash and cash equivalents at the end of the period $ 51,238 $ 41,582 $ 36,964

Supplemental disclosure of noncash investing and financing activities

The accompanying notes are an integral part of these consolidated financial statements.

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Bioventus Inc.

Notes to the Consolidated Financial Statements

(Amounts in thousands, except unit and share amounts)

1. Organization

The Company

Bioventus Inc. (together with its subsidiaries, the “Company”) was formed as a Delaware corporation for the purpose of facilitating an initial public offering (“IPO”) and other related transactions to carry on the business of Bioventus LLC and its subsidiaries (“BV LLC”). Bioventus Inc. functions as a holding company with no direct operations, material assets or liabilities other than the equity interest in BV LLC. BV LLC is a limited liability company formed under the laws of the state of Delaware on November 23, 2011 and operates as a partnership. BV LLC commenced operations in May 2012.

On February 16, 2021, the Company completed its IPO, which was conducted through what is commonly referred to as an umbrella partnership C Corporation (“UP-C”) structure. The Company has majority interest, sole voting interest, and controls the management of BV LLC. As a result, the Company consolidates the financial results of BV LLC and reports a noncontrolling interest representing the interest of BV LLC held by its continuing LLC owner.

The Company is a global medical device company focused on helping patients recover and live life to the fullest by relieving pain and addressing musculoskeletal challenges through a diverse portfolio of high-quality, innovative, and clinically-proven solutions. The Company is headquartered in Durham, North Carolina and had approximately 930 employees at December 31, 2025.

Interim Periods

The Company reports quarterly interim periods on a 13-week basis within a standard calendar year. Each annual reporting period begins on January 1 and ends on December 31. Each quarter ends on the Saturday closest to calendar quarter-end, with the exception of the fourth quarter, which ends on December 31. The 13-week quarterly periods for fiscal year 2025 ended on March 29, June 28 and September 27. Comparable periods for 2024 ended on March 30, June 29 and September 28. The first and fourth quarters may vary in length depending on the calendar year.

Revision of Previously Issued Financial Statements for Correction of Immaterial Error

During the quarter ended March 29, 2025, the Company identified an error in its equity-based compensation expense, which is recorded in selling, general, and administrative expense and research and development expense for the fiscal year ended December 31, 2024 and related quarterly periods. The Company’s third-party administrator unintentionally changed the grant-date fair value of the restricted stock units granted on March 15, 2024. The change made by the third-party administrator occurred after the Company had performed its routine quarterly review over the accuracy and completeness of the fair value of new grants in its system. As a result, equity-based compensation expense was calculated in the system based on an incorrect value, causing an understatement of equity-based compensation expense as reflected in the below analysis. The Company identified the misstatement during its preparation and review of the definitive proxy statement for the Company’s 2025 Annual Meeting of Stockholders. The misstatement did not impact revenues or cash flows.

The annual financial statements affected by this error included the consolidated statements of operations and comprehensive income (loss), consolidated balance sheets and consolidated statements of changes in stockholders’ equity issued in the Company’s filed Annual Report on Form 10-K for the year ended December 31, 2024. The quarterly statements impacted by the error included the consolidated condensed statements of operations and comprehensive income (loss), consolidated condensed balance sheets and consolidated condensed statement of changes in stockholders’ equity issued in the Company’s Quarterly Reports filed on Form 10-Q for the periods ended March 30, June 29 and September 28, 2024.

The Company concluded that these errors were not material, individually or in the aggregate, as evaluated under the Securities and Exchange Commission Staff Accounting Bulletin Topic 1.M - Materiality, Topic 1.N - Considering the Effects of Prior Year Misstatements in Current Year Financial Statements and Financial Accounting Standards Board ASC 250-10, Accounting Changes and Error Corrections. To facilitate comparison between periods, the Company will adjust previously reported financial information for the immaterial error in future filings, as further explained below.

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The Company revised the following amounts in the consolidated statements of operations and comprehensive income (loss), the consolidated balance sheets and the consolidated statements of changes in stockholders’ equity, as applicable, originally reported in the Form 10-K for the annual period ended December 31, 2024, in this Annual Report on Form 10-K for the year ended December 31, 2025:

Comprehensive loss attributable to noncontrolling interest 11,105 633 11,738

Comprehensive loss attributable to Bioventus Inc. (36,909) (2,583) (39,492)

Consolidation

The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The consolidated financial statements include the Company, its subsidiaries and investments in which the Company has control. Amounts pertaining to the noncontrolling ownership interests held by third parties in the operating results and financial position of the Company’s controlled subsidiaries are reported as noncontrolling interests. All intercompany balances and transactions have been eliminated in consolidation.

Segment Reporting

The Company identifies a business as an operating segment if: (i) it engages in business activities from which it may earn revenues and incur expenses; (ii) its operating results are regularly reviewed by the Chief Operating Decision Maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance; and (iii) it has available discrete financial information. The Company’s CODM is its President and Chief Executive Officer. The CODM reviews financial information at the operating segment level to allocate resources and to assess the operating results and financial performance for each operating segment.

The Company’s two reportable segments are U.S. and International. U.S. and International products are primarily sold to physicians spanning the orthopedic continuum, including sports medicine, total joint reconstruction, hand and upper extremities, foot and ankle, podiatric surgery, trauma, spine and neurosurgery, as well as directly to their patients. Refer to Note 13. Revenue Recognition and Note 14. Segments for further information regarding the Company’s business segments.

Use of Estimates

The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities, at the date of the financial statements, as well as the reported amounts of revenues and expenses during the period. On an ongoing basis, management evaluates these estimates, including those related to contractual allowances and sales incentives, allowance for credit losses, inventory reserves, goodwill and intangible assets impairment, valuation of assets and liabilities assumed in acquisitions, useful lives of long lived assets, fair value measurements, litigation and contingent liabilities, income taxes, and equity-based compensation. Management bases its estimates on historical experience, future expectations and other relevant assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from those estimates.

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2. Significant Accounting Policies

Recently Issued Accounting Pronouncements Not Yet Adopted

In addition to qualifying both as a smaller reporting company and emerging growth company, the Company is an accelerated filer under SEC rules and regulations for purposes of this Annual Report.

In December 2025, The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2025-11 (“ASU 2025-11”), Interim Reporting (Topic 270). The amendments in this update result in a comprehensive list of interim disclosures that are required by U.S. GAAP. The objective of ASU 2025-11 is to provide clarity about the current requirements, rather than evaluate whether to expand or reduce interim disclosure requirements. The amendments in ASU 2025-11 also include a disclosure principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The intent of the disclosure principle, which is modeled after previous disclosure requirements, is to help entities determine whether disclosures not specified in Topic 270 should be disclosed in interim reporting periods. The amendments in ASU 2025-11 also clarify the applicability of Topic 270, the types of interim reporting, and the form and content of interim financial statements in accordance with U.S. GAAP. The FASB expects that these clarifications will enhance consistency in interim reporting for all entities. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted and the amendments in 2025-11 can be applied either prospectively or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating ASU 2025-11 to determine its impact on the Company’s consolidated financial statements and disclosures, as well as the method and timing of adoption.

In November 2025, the FASB issued Accounting Standards Update 2025-09 (“ASU 2025-09”), Derivatives and Hedging (Topic 815). The objective of ASU 2025-09 is to more closely align hedge accounting with the economics of an entity’s risk management activities. The amendments included in ASU 2025-09 intend to better reflect strategies in financial reporting by enabling entities to achieve and maintain hedge accounting for highly effective economic hedges of forecasted transactions by: (1) expanding the hedged risks permitted to be aggregated in a group of individual forecasted transaction, thereby enabling entities to apply hedge accounting to potentially broader portfolios of forecasted transactions; (2) establishing an operable model to facilitate the application of cash flow hedge accounting to forecasted interest payments on variable-rate debt instruments with contractual terms that permit the borrower to change the interest rate index and interest rate frequency upon which interest is accrued; (3) expanding hedge accounting for forecasted purchases and sales of nonfinancial assets; (4) updating the hedge accounting guidance to accommodate differences in the loan and swap markets that developed after the cessation of the London Interbank Offered Rate; and (5) eliminating the recognition and presentation mismatch related to a dual hedge strategy.

ASU 2025-09 will be effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted on any date on or after the issuance of ASU 2025-09. The amendments under ASU 2025-09 must be adopted on a prospective basis for all hedging relationships. An entity may elect to adopt ASU 2025-09 for hedging relationships that exist as of the date of adoption and are permitted to modify certain critical terms of certain existing hedging relationships without dedesignating the hedge. The Company is currently evaluating ASU 2025-09 to determine its impact on the Company’s consolidated financial statements and disclosures.

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In September 2025, the FASB issued Accounting Standards Update 2025-06 (“ASU 2025-06”), Intangibles—Goodwill and Other—Internal-Use Software. ASU 2025-06 eliminates prescriptive and sequential software development stages, thus requiring companies to capitalize software costs when both of the following occur: (1) management authorizes and commits to funding the software project; and (2) it is probable that the project will be completed and the software will be used to perform its intended function (referred to as the “probable-to-complete recognition method”). In evaluating the probable-to-complete recognition method, an entity must consider whether there is significant uncertainty associated with the development activities of the software (referred to as “significant development uncertainty”). The two factors to consider in determining whether there is significant development uncertainty are whether: (1) the software being developed has technological innovations or novel, unique, or unproven functions or features, and the uncertainty related to those technological innovations, functions, or features, if identified, has not been resolved through coding and testing; and (2) the company has determined what it needs the software to do (for example, functions or features), including whether the company has identified or continues to substantially revise the software’s significant performance requirements. ASU 2025-06 specifies that the disclosures in Subtopic 360-10, Property, Plant, and Equipment—Overall are required for all capitalized internal-use software costs, regardless of how the company presents those costs in the financial statements. Additionally, ASU 2025-06 clarifies that the intangibles disclosures are not required for capitalized internal-use software costs. Further, ASU 2025-06 supersedes the website development costs guidance and incorporates the recognition requirements for website-specific development costs from Subtopic 350-50 into Subtopic 350-40. ASU 2025-06 will be effective for all entities for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The amendments under ASU 2025-06 may be adopted prospectively, retrospectively, or with modified transition adoption for certain in-process projects. The Company is currently evaluating ASU 2025-06 to determine its impact on the Company’s consolidated financial statements and disclosures, as well as the method and timing of adoption.

In November 2024, the FASB issued Accounting Standards Update 2024-03 (“ASU 2024-03”), Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, which requires additional disclosures regarding income statement expense categories. The additional disclosures will further disaggregate relevant expense captions in tabular form within the notes to the consolidated financial statements because they include one or more expense categories such as: (1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization and (5) depreciation, depletion and amortization recognized as part of oil- and gas-producing activities or other types of depletion expenses. ASU 2024-03 also requires: (i) disclosure of certain amounts that are already required to be disclosed under current requirements in the same disclosure as the other disaggregation requirements; (ii) a qualitative description of the amount remaining in relevant expense captions that are not separately disaggregated quantitatively; and (iii) disclosure of the total amount of selling expenses. In January 2025, the FASB issued Accounting Standards Update 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures: Clarifying the Effective Date, further defining that ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within the annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments in this update should be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this update, or (2) retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating ASU 2024-03 to determine its impact on the Company’s disclosures and method of adoption and plans to adopt ASU 2024-03 in the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2027. The Company expects that further disaggregation of income statement captions will be necessary, which will be disclosed in the notes to the consolidated financial statements upon the adoption of ASU 2024-03.

Accounting Pronouncements Recently Adopted

The Company adopted FASB’s Accounting Standards Update 2023-09, Income Taxes, for the annual period ended December 31, 2025 on a retrospective basis. Refer to Note 11. Income Taxes for further details regarding impact of adoption.

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Variable Interest Entity

The Company reviews each investment and collaboration agreement to determine if it has a variable interest in the entity. In assessing whether the Company has a variable interest in the entity as a whole, the Company considers and makes judgments regarding the purpose and design of the entity, the value of the licensed assets to the entity, the value of the entity’s total assets and the significant activities of the entity. If the Company has a variable interest in the entity as a whole, the Company assesses whether or not the Company is a primary beneficiary of that variable interest entity (“VIE”), based on a number of factors, including: (i) which party has the power to direct the activities that most significantly affect the VIE’s economic performance, (ii) the parties’ contractual rights and responsibilities pursuant to the collaboration agreement, and (iii) which party has the obligation to absorb losses of or the right to receive benefits from the VIE that could be significant to the VIE. If the Company determines that it is the primary beneficiary of a VIE at the onset of the collaboration, the collaboration is treated as a business combination and the Company consolidates the financial statement of the VIE into the Company’s consolidated financial statements. On a quarterly basis, the Company evaluates whether it continues to be the primary beneficiary of the consolidated VIE. If the Company determines that it is no longer the primary beneficiary of a consolidated VIE, it deconsolidates the VIE in the period the determination is made.

Assets and liabilities recorded as a result of consolidating financial results of the VIE into the Company’s consolidated balance sheet do not represent additional assets that could be used to satisfy claims against the Company’s general assets or liabilities for which creditors have recourse to the Company’s general assets.

Noncontrolling Interest

The Company records noncontrolling interest on its consolidated balance sheet related to the economic interest in BV LLC held by the only continuing BV LLC owner as well as consolidated VIEs. The Company records loss attributable to noncontrolling interest on its consolidated statements of operations, which reflects the net loss for the reporting period, adjusted for changes in the noncontrolling interest holders claim to net assets, including contingent milestone and royalty payments, which are evaluated each reporting period.

Deconsolidation and Discontinued Operations

Upon the occurrence of certain events and on a regular basis, the Company evaluates whether it no longer has a controlling interest in its subsidiaries, including consolidated VIEs. If the Company determines it no longer has a controlling interest, the subsidiary is deconsolidated. The Company records a gain or loss on deconsolidation based on the difference on the deconsolidation date between (i) the aggregate of (a) the fair value of any consideration received, (b) the fair value of any retained noncontrolling investment in the former subsidiary and (c) the carrying amount of any noncontrolling interest in the subsidiary being deconsolidated, less (ii) the carrying amount of the former subsidiary’s assets and liabilities.

The Company assesses whether a deconsolidation is required to be presented as discontinued operations in its consolidated financial statements on the deconsolidation date. This assessment is based on if the deconsolidation represents a strategic shift that has or will have a major effect on the Company’s operations or financial results. If the Company determines that a deconsolidation requires presentation as a discontinued operation on the deconsolidation date, it will present the former subsidiary as a discontinued operation for all periods presented.

Effect of Foreign Currency

The assets and liabilities of foreign subsidiaries whose functional currency is the local currency are translated into U.S. Dollars at exchange rates in effect at the end of the reporting period. Equity accounts are translated at historical exchange rates. Revenues and expenses are translated at the exchange rate on the transaction date. Translation adjustments resulting from this process are included in accumulated other comprehensive income (loss) as a separate component of stockholders’ equity.

Foreign currency transaction gains and losses are included in other expense (income) in the consolidated statements of operations and other comprehensive income (loss). The Company recorded foreign currency transaction losses of $1,976 for the year ended December 31, 2025 and gains of $1,306 and $351 for the years ended December 31, 2024 and 2023, respectively.

Comprehensive Income (Loss)

Comprehensive income (loss) consists of two components: net income (loss) and other comprehensive income (loss), which refers to gains and losses that are recorded under U.S. GAAP as an element of stockholders’ equity and is excluded from net income (loss). The Company’s other comprehensive income (loss) consists of a defined benefit plan adjustment, changes in fair value of interest rate swaps, and foreign currency translation adjustments from those subsidiaries not using the U.S. Dollar as their functional currency.

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Cash and Cash Equivalents

Cash equivalents consist of highly liquid investments with an original maturity of three months or less at date of purchase. The Company’s cash is primarily held in financial institutions in the United States and the Netherlands. The Company maintains cash balances in the United States in excess of the federally insured limits.

Fair Value

The Company records certain assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for that asset or liability in an orderly transaction between market participants at the measurement date.

The Company applies a three-level fair value hierarchy that prioritizes the input used in measuring fair value. This hierarchy requires the use of observable inputs whenever available and minimizes the use of unobservable inputs. Assets and liabilities are categorized within the hierarchy based on the lowest level input that is significant to the fair value measurement:

•Level 1—Quoted prices in active markets for identical assets or liabilities;

Refer to Note 6. Fair Value Measurements for further details regarding the Company’s assets and liabilities measured at fair value.

Revenue Recognition

Sale of Products

The Company derives revenue primarily from product sales in its (i) Pain Treatments portfolio, which includes osteoarthritic (“OA”) pain treatments, which are hyaluronic acid (“HA”), viscosupplementation therapies and peripheral nerve stimulation products, (ii) Surgical Solutions portfolio, which includes bone graft substitutes, tissue resection, ultrasonic bone cutting and sculpting systems and other surgical products, and (iii) Restorative Therapies portfolio, which includes minimally invasive fracture treatments. The Company sells directly to healthcare institutions, patients, distributors and dealers. The Company also enters into arrangements with pharmacy and health benefit managers that provide for privately negotiated rebates, chargebacks and discounts with respect to the purchase of the Company’s products.

The Company recognizes revenue generally at a point in time upon transfer of control of the promised product to customers in an amount that reflects the consideration it expects to receive in exchange for those products. The Company excludes taxes collected from customers and remitted to government authorities from revenues.

Revenues are recorded at the transaction price, which is determined as the contracted price net of estimates of variable consideration resulting from discounts, rebates, returns, chargebacks, contractual allowances, estimated third-party payer settlements, and certain distribution and administration fees offered in customer contracts and other indirect customer contracts relating to the sale of products. The Company establishes reserves for the estimated variable consideration based on the amounts earned or eligible to be claimed on the related sales. Where appropriate, these estimates take into consideration a range of possible outcomes, which are probability-weighted for relevant factors such as the Company’s historical experience, current contractual requirements, specific known market events and trends, industry data and forecasted customer buying and payment patterns. The amount of variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. The Company regularly updates its reserves as new information becomes available, including newly received payer or customer invoices, by incorporating this information into its reserves at the end of each reporting period, as needed.

At the end of the third quarter of 2025, a large private insurance payer informed the Company that it had made changes to its claims data management and billing systems and that, as a result, the Company could experience significantly larger rebate volumes for its HA viscosupplement products than the Company had previously experienced. Using the expected value method, the Company estimated the variable consideration related to this contract based on the range of possible outcomes and the probabilities of each outcome. Rebates accrued under this contract, including the estimated impact of the billing system changes, totaled $16,401 at December 31, 2025 compared to $14,449 at December 31, 2024.

Pain Treatments

Revenue from customers, such as healthcare providers, distribution centers or specialty pharmacies, is recognized at the point in time when control is transferred to the customer, typically upon shipment.

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Distributor Chargebacks

The Company has preexisting contracts with established rates with many of the distributors’ customers that require the distributors to sell products at their established rate. The Company offers chargebacks to distributors who supply these customers with products. The Company reduces revenue at the time of sale for the estimated future chargebacks. The Company records chargeback reserves as a reduction of accounts receivable and bases the reserves on the expected value by using probability-weighted estimates of volume of purchases, inventory holdings and historical chargebacks requested for each distributor.

Discounts and Gross-To-Net Deductions

The Company offers retrospective discounts and gross-to-net deductions linked to the volume of purchases which may increase at negotiated thresholds within a contract-buying period. The Company reduces revenue and records the reserve as a reduction to accounts receivable for the estimated discount and rebate at the expected amount the customer will earn, based on historical buying trends and forecasted purchases.

Surgical Solutions

Most of the Company’s product sales related to bone graft substitutes are through consignment inventory with hospitals, where ownership remains with the Company until the hospital or ambulatory surgical center (“ASC”) performs a surgery and consumes the consigned inventory. The Company recognizes revenue when the surgery has been performed. Control of the product is not transferred until the customer consumes it, as the Company is able to request the return or transfer of the product to a third-party prior to the product’s use. An unconditional obligation to pay for the product does not exist until the customer uses it.

The Company consistently recognizes revenue from sales of its ultrasonic products in accordance with shipping terms. Control is transferred to the customer when the product is shipped or received, and revenue is recognized accordingly.

Restorative Therapies

The Company recognizes revenue from third-party payers, such as governmental agencies, insurance companies or managed care providers, when the Company transfers control to the patient, typically when the patient has accepted the product or upon delivery. The Company records this revenue at the contracted rate, net of contractual allowances and estimated third-party payer settlements at the time of sale, or an estimated price based on historical data and other available information for non-contracted payers. The Company estimates the contractual allowances using the portfolio approach and based on probability weighting historical data and collections history within those portfolios. The portfolios determined using the portfolio approach consist of the following customer groups: government payers, commercial payers, and patients.

Settlements with third-party payers for retroactive revenue adjustments due to audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price using the expected amount method. These settlements are estimated based on the terms of the payment agreement with the payer, correspondence from the payer and historical settlement activity, including an assessment to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the retroactive adjustment is subsequently resolved. Estimated settlements are adjusted in future periods as adjustments become known (that is, new information becomes available), or as years are settled or are no longer subject to such audits, reviews and investigations. The Company is not aware of any claims, disputes or unsettled matters with any payer that would materially affect revenues for which the Company has not adequately provided for or disclosed in the accompanying consolidated financial statements. Refer to Note 12. Commitments and Contingencies for further information.

The Company recognizes revenue from patients (self-pay and insured patients with coinsurance and deductible responsibilities) based on billed amounts giving effect to any discounts and implicit price concessions. Implicit price concessions represent differences between amounts billed and the amounts the Company expects to collect from patients, which considers historical collection experience and current market conditions. The Company recognizes revenue from other restorative therapies products generally at the point in time when control is transferred to the customer, either upon shipment or delivery, depending on the product.

Product Returns

The Company estimates the amount of returns and reduces revenue in the period the related product revenue is recognized. The Company records a liability for expected returns based on probability-weighted historical data.

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Accounts Receivable, Net

Accounts receivable, net are amounts billed and currently due from customers. The Company records the amounts due net of allowance for credit losses. The Company maintains an estimated allowance for credit losses to provide for receivables the Company does not expect to collect. The Company bases the allowance on an assessment of customer creditworthiness, historical payment experience, the age of outstanding receivables and other information as applicable. Collection of the consideration that the Company expects to receive typically occurs within 30 to 90 days of billing. The Company applies the practical expedient for contracts with payment terms of one year or less which does not consider the effects of the time value of money. Occasionally, the Company enters into payment agreements with patients that allow payment terms beyond one year. In those cases, the financing component is not deemed significant to the contract.

Contract Assets

Contract assets consist of unbilled amounts resulting from estimated future royalties from an international distributor that exceeds the amount billed. Contract assets totaling $177 and $76 as of December 31, 2025 and 2024, respectively, are included in prepaid and other current assets on the consolidated balance sheets.

Contract Liabilities

Contract liabilities consist of customer advance payments or deposits and deferred revenue. Occasionally for certain international customers, the Company requires payments in advance of shipping product and recognizing revenue resulting in contract liabilities. Contract liabilities were $955 and $1,679 as of December 31, 2025 and 2024, respectively, and are included in accrued liabilities on the consolidated balance sheets.

Shipping and Handling

The Company classifies amounts billed for shipping and handling as a component of net sales. The related shipping and handling fees and costs as well as other distribution costs are included in cost of sales. The Company has elected to recognize shipping and handling activities that occur after control of the related product transfers to the customer as fulfillment costs and are included in cost of sales.

Contract Costs

The Company applies the practical expedient of recognizing the incremental costs of obtaining contracts as an expense when incurred as the amortization period of the assets that the Company otherwise would have recognized is one year or less. These incremental costs include the Company’s sales incentive programs for the internal sales force and third-party sales agents as the compensation is commensurate with annual sales activities. These costs are included in selling, general and administrative expense on the consolidated statements of operations and comprehensive income (loss).

Inventory

The Company values its inventory at the lower of cost or net realizable value and adjusts for the value of inventory that is estimated to be excess, obsolete or otherwise unmarketable. Cost is determined using the first-in, first-out method. Elements of cost in inventory include raw materials, direct labor, manufacturing overhead and inbound freight. The Company records allowances for excess and obsolete inventory based on historical and estimated future demand and market conditions. Inventory items used for demonstration purposes, rentals and consigned generators are classified as property and equipment.

Business Combinations

Accounting for acquisitions requires the Company to recognize separately from goodwill assets acquired and the liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While best estimates and assumptions are used to accurately value assets acquired and liabilities assumed at the acquisition date, as well as contingent consideration where applicable, estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with a corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded within the consolidated statements of operations and comprehensive income (loss). Subsequent changes in the estimated fair value of contingent consideration are recognized in earnings in the period of change.

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Long-Lived Assets

The carrying values of property, equipment, intangible assets, and other long-lived and indefinite-lived assets are reviewed for recoverability if facts, events or changes in circumstances indicate that a potential impairment might have occurred. If such a review indicates that carrying values may not be recoverable, the Company performs an assessment to determine if an impairment charge is required to reduce carrying values to estimated fair value. If quoted market prices are not available, fair value is estimated using an undiscounted value of estimated future cash flows. Upon retirement or sale of property and equipment, the cost of assets disposed of and the related accumulated depreciation and amortization are removed from the accounts, and any resulting gain or loss is included in income from operations.

The Company recorded an impairment loss of $33,901 during the year ended December 31, 2024 within the U.S. reporting segment for net intellectual property attributable to the Advanced Rehabilitation Business, which includes products such as the L100, L300 Go, L360, H200, Vector Gait & Safety System and Bioness Integrated Therapy System (BITS). This loss was recorded in impairment of assets within the consolidated statements of operations and comprehensive income (loss). Refer to Note 4. Divestitures for further information regarding the sale of advanced rehabilitation products and the impairment loss.

The Company recorded impairment losses of $2,456 for two right-of-use assets related to office and warehouse spaces during the year ended December 31, 2024. The Company ceased using these assets during 2024 and intended to sublease them. During the fourth quarter of 2024, the probability of subleasing declined due to market saturation and proximity to lease expiration. A recoverability analysis indicated that the carrying values exceeded undiscounted future cash flows on potential subleases, triggering impairment. Fair value was determined using market prices for similar assets and probability-based assumptions on sublease opportunities. The carrying values of the right-of-use assets exceeded their fair values, resulting in a loss recorded in the impairment of assets within the consolidated statements of operations and comprehensive income (loss).

The Company recorded an impairment loss of $78,615 during the year ended December 31, 2023 within the U.S. reporting segment related to net intellectual property attributable to the TheraSkin and TheraGenesis products, which were sold in May 2023. The loss was recorded in impairment of assets within the consolidated statements of operations and comprehensive income (loss).Refer to Note 4. Divestitures for further information regarding this impairment.

Except for the previously described impairments of intangibles, there were no other events, facts or circumstances for the years ended December 31, 2025, 2024 and 2023 that resulted in any impairment charges to the Company’s property, equipment, intangible or other long-lived assets.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization expense are recognized using the straight-line method over the estimated useful life of each asset, or the shorter of the lease term or useful life if related to leasehold improvements. Refer to Note 12. Commitments and Contingencies for further details regarding leased assets. Depreciation of generators used with certain surgical solutions are consigned to customers and depreciation is charged to selling expenses. The useful lives in years are as follows:

Computer software and hardware 3 - 5

Demonstration and consignment inventory 5

Furniture and fixtures 7

Leasehold improvements 7

Machinery and equipment 7

Intangible Assets

Finite‐lived intangible assets were initially recorded at fair value upon acquisition and are amortized using the straight‐line method over their estimated weighted‐average useful lives. The useful lives (in years) are as follows:

Weighted Average Useful Life

Intellectual property 19.4

Distribution rights 9.3

Developed technology 9.7

Goodwill

The Company evaluates goodwill for impairment annually on October 31, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The Company evaluates Goodwill separately for its two reporting units: U.S. and International.

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For the current year, the Company performed a qualitative assessment to determine whether it was more likely than not that the fair value of the international reporting unit was less than its carrying amount. There was no goodwill balance in the U.S. reporting unit. This qualitative assessment considered all relevant macroeconomic, industry, financial, and entity‐specific factors in accordance with ASC 350. Specifically, the Company compared the results of its most recent fair value quantitative assessment from 2024 to the 2025 carrying values and concluded that the fair value significantly exceeded the carrying amount of the reporting unit. The Company also determined no events or circumstances occurred since the last quantitative analysis that would have been likely to cause a significant decrease in the fair value of the reporting unit. Further, the Company evaluated updated long-term growth projections, noting that no factors indicated a quantitative analysis should be performed. Accordingly, a quantitative goodwill impairment test was not deemed necessary in accordance with ASC 350.

In prior years, the Company elected to bypass the qualitative assessment and performed a quantitative goodwill impairment analysis. A reporting unit's fair value is determined using the income approach and discounted cash flow models by utilizing Level 3 inputs and assumptions such as future cash flows, discount rates, long-term growth rates, market value and income tax considerations. Specifically, the value of each reporting unit is determined on a stand-alone basis from the perspective of a market participant and represents the price estimated to be received in a sale of the reporting unit in an orderly transaction between market participants at the measurement date. If the fair value of the reporting unit is less than its carrying value, the Company will recognize the difference as an impairment loss, which is limited to the amount of goodwill allocated to the reporting units.

There were no goodwill impairment charges for the years ended December 31, 2025, 2024 and 2023.

The Company qualitatively analyzes all other indefinite-lived intangible assets to determine if it is more likely than not that an impairment exists. If so, the Company performs a quantitative analysis to determine whether, and to what extent, an impairment exists.

There were no impairment charges on indefinite-lived intangible assets for the years ended December 31, 2025, 2024 and 2023.

Software Development Costs

The Company capitalizes internal and external costs incurred to develop internal-use software during the application development stage for software design, configuration, coding and testing upon placing the asset in service and then amortizes these costs on a straight-line basis over the estimated useful life of the product, not to exceed three years. The Company does not capitalize costs that are precluded from capitalization in authoritative guidance, such as preliminary project phase costs, training costs or data conversion costs. Capitalized software costs totaled $34,163 and $37,621 as of December 31, 2025 and 2024 and the related accumulated amortization totaled $31,659 and $33,324, respectively. Amortization expense was $3,632, $5,578 and $6,694 for the years ended December 31, 2025, 2024 and 2023, respectively.

Acquired In-Process Research and Development

The fair value of in-process research and development (“IPR&D”) assets acquired in a business combination are capitalized and accounted for as indefinite-lived intangible assets and are not amortized until development is completed and the product is available for sale. Once the product is available for sale, the asset is transferred to developed technology and amortized over its estimated useful life. Impairment tests for IPR&D assets occur at least annually in December, or more frequently if events or changes in circumstances indicate that the asset might be impaired. If the fair value of the intangible assets is less than the carrying amount, an impairment loss is recognized for the difference.

Concentration of Risk

The Company provides credit to its customers in the normal course of business. The Company does not require collateral or other securities to support customer receivables. Credit losses are provided for through allowances and have historically been materially within management’s estimates.

Certain suppliers provide the Company with product that results in a significant percentage of total sales for the years ended December 31 as follows:

Supplier C 7 % 7 % 8 %

Supplier D 6 % 7 % 7 %

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Accounts payable to these significant suppliers at December 31 were as follows:

Supplier C $ — $ 1,077

Certain products provide the Company with a significant percentage of total sales for the years ended December 31 as follows:

Product D 7 % 7 % 8 %

Product E 6 % 7 % 7 %

Restructuring Costs

The Company has restructured portions of its operations and may engage in future restructuring activities. Identifying and calculating the cost to exit these operations requires certain assumptions, the most significant of which relate to anticipated future liabilities. Although estimates have historically been reasonably accurate, significant judgment is required, and these estimates and assumptions may change as additional information becomes available or as facts and circumstances evolve.

Restructuring costs are recorded at estimated fair value. Key assumptions in determining restructuring costs include negotiated terms and payments to terminate contractual obligations. These costs have generally consisted of employee severance and related benefits, lease termination and facility closure costs and other exit-related expenses.

Equity-Based Compensation

The Company measures compensation cost for all share-based payments at fair value and recognizes this cost as compensation expense over the vesting period. The Company uses the Black-Scholes method to value options and the market price on the date of grant to value restricted stock. The Company utilizes the straight-line amortization method to recognize the expense associated with the awards with graded vesting terms. Compensation expense is included in selling, general and administrative expense and research and development expense on the consolidated statement of operations and comprehensive income (loss) based upon the classification of the employees who were granted the awards.

Advertising Costs

Advertising costs include costs incurred to promote the Company’s business and are expensed as incurred and recorded as selling, general and administrative expense within the consolidated statement of operations and comprehensive income (loss). Advertising costs were $4,140, $4,422 and $3,853 for the years ended December 31, 2025, 2024 and 2023, respectively.

Research and Development Expense

Research and development expense consists primarily of employee compensation and related expenses as well as contract research organization services. Internal research and development costs are expensed as incurred. Research and development costs incurred by third parties are expensed as the contracted work is performed.

Collaborative Agreements

The Company periodically enters into strategic alliance agreements with counterparties to produce products and/or provide services to customers. Alliances created by such agreements are not legal entities, have no employees, no assets and have no true operations. These arrangements create contractual rights and the Company accounts for these alliances as collaborative arrangements by reporting costs incurred from transactions within research and development expense within the consolidated statements of operations comprehensive income (loss).

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Contingencies

The Company records a liability in the consolidated financial statements on an undiscounted basis for loss contingencies when a loss is known or considered probable and the amount may be reasonably estimated. If the reasonable estimate of known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a loss is reasonably possible but not known or probable, and may be reasonably estimated, the estimated loss or range of loss is disclosed. Legal fees expected to be incurred in connection with a loss contingency are not included in the estimated loss contingency. The Company accrues for any legal costs as they are incurred.

Income Taxes

The Company accounts for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and income tax basis of assets and liabilities, and for operating losses and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the years in which those items are expected to be realized. Tax law and rate changes are recorded in the period such changes are enacted. The Company establishes a valuation allowance when it is more likely than not that certain deferred tax assets will not be realized in the foreseeable future.

The Company recognizes a tax benefit from any uncertain tax positions only if they are more likely than not to be sustained upon examination based on the technical merits of the position. The amount of the accrual for which an exposure exists is measured as the largest amount of benefit determined on a cumulative probability basis that the Company believes is more likely than not to be realized upon ultimate settlement of the position. Components of the reserve, if relevant, are classified as a current or noncurrent liability in the consolidated balance sheet based on when the Company expects each of the items to be settled. Interest and penalties related to unrecognized tax benefits are recognized as a component of income tax expense.

Earnings Per Share

Basic earnings per share is calculated using net income or loss attributable to Bioventus Inc. Class A common stockholders, divided by the weighted-average Class A common stock outstanding. Diluted earnings per share is calculated using net income attributable to Bioventus Inc. Class A common stockholders, divided by the weighted average Class A common stock outstanding adjusted for the effect of granted stock awards determined to be dilutive under the treasury stock method.

3. Balance Sheet Information

Accounts Receivable, Net

Accounts receivable, net are amounts billed and currently due from customers. The Company records the amounts due net of allowance for credit losses. Collection of the consideration that the Company expects to receive typically occurs within 30 to 90 days of billing. The Company applies the practical expedient for contracts with payment terms of one year or less which does not consider the effects of the time value of money. Occasionally, the Company enters into payment agreements with patients that allow payment terms beyond one year. In those cases, the financing component is not deemed significant to the contract.

Accounts receivable, net of allowances, consisted of the following as of December 31:

Less: Allowance for credit losses (2,903) (2,864)

Due to the short-term nature of the Company’s receivables, the estimate of expected credit losses is based on the aging of its accounts receivables. The allowance is adjusted on a specific identification basis for certain accounts as well as pooling of accounts with similar characteristics. The Company has a diverse customer base and had one customer representing approximately 28.1% and 20.4% of the accounts receivable balance as of December 31, 2025 and 2024, respectively. Historically, the Company’s reserves have been adequate to cover credit losses.

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Changes in credit losses were as follows for the years ended December 31:

(Provision) benefit for expected credit losses (1,256) 434

Inventory

Inventory consisted of the following as of December 31:

Property and Equipment, Net

Property and equipment, net consisted of the following as of December 31:

Demonstration and consignment inventory 10,666 9,695

Assets not yet placed in service 701 269

Depreciation expense from continuing operations was $8,033, $10,533 and $12,121 for the years ended December 31, 2025, 2024 and 2023, respectively. The Company incurred a $2,038 disposal loss on fixed assets during the year ended December 31, 2023 as a result of the integration of acquisitions. The loss was recorded in loss on disposals within the consolidated statements of operations and other comprehensive income (loss).

Goodwill

The Company’s goodwill totaled $7,462 as of December 31, 2025 and 2024, all of which fully resides within the International business segment. Accumulated goodwill impairment losses totaled $189,197 as of December 31, 2025 and 2024.

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Intangible Assets, Net

Intangible assets, net consisted of the following as of December 31:

Customer relationships(c) — 57,700

Less accumulated amortization:

Customer relationships(c) — (57,700)

Developed technology and other (9,634) (8,486)

BVS US Equity

BVS · 10-K · period ended 2025-12-31

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

Item 8. Financial Statements and Supplementary Data.

BVS US Equity☆

BVS · 10-K · period ended 2025-12-31

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

Item 8. Financial Statements and Supplementary Data.

BVS US Equity