bvs-20260328

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

FORM 10-Q

________________

(Mark One)


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

For the quarterly period ended March 28, 2026


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

For the transition period from ____________ to ____________

Commission File Number: 001-37844

BIOVENTUS INC.

(Exact Name of Registrant as Specified in Its Charter)


Delaware						81-0980861
(State or Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification No.)

4721 Emperor Boulevard, Suite 100
Durham, North Carolina						27703
(Address of Principal Executive Offices)						(Zip Code)

(919) 474-6700

(Registrant’s Telephone Number, Including Area Code)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.001 par value per share	BVS	The Nasdaq Global Select Market

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

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

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

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☒

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

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

As of April 27, 2026, there were 67,748,048 shares of Class A common stock outstanding and 15,786,737 shares of Class B common stock outstanding.


BIOVENTUS INC.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

	Consolidated Condensed Statements of Operations and Comprehensive Income (Loss) for the three months ended March 28, 2026 and March 29, 2025	1

	Consolidated Condensed Balance Sheets as of March 28, 2026 and December 31, 2025	2

	Consolidated Condensed Statements of Changes in Stockholders’ Equity for the three months ended March 28, 2026 and March 29, 2025	3

	Consolidated Condensed Statements of Cash Flows for the three months ended March 28, 2026 and March 29, 2025	4

	Notes to the Unaudited Consolidated Condensed Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29

Item 4.	Controls and Procedures	29

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	30

Item 1A.	Risk Factors	32

Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	32

Item 3.	Defaults Upon Senior Securities	32

Item 4.	Mine Safety Disclosures	32

Item 5.	Other Information	32

Item 6.	Exhibits	32

Signature		34

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

As used in this Quarterly Report on Form 10-Q, unless expressly indicated or the context otherwise requires, references to “Bioventus,” “we,” “us,” “our,” the “Company,” and similar references refer to Bioventus Inc. and its consolidated subsidiaries, including Bioventus LLC (“BV LLC”).

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and Section 27A of the Securities Act of 1933, as amended (“Securities Act”), concerning our business, operations and financial performance and condition, as well as our plans, objectives and expectations for our business operations and financial performance and condition. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements including, without limitation, statements concerning: our future financial results and liquidity; our business strategy, position and operations; and expected sales trends, opportunities, market position and growth. In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “predict,” “potential,” “positioned,” “seek,” “should,” “target,” “will,” “would” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words.

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Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and actual results may differ materially from those set forth in the forward-looking statements. Important factors that may cause actual results to differ materially from current expectations include, among other things: the risks related to unexpected increases in the volume of rebate claims; the risks related to tariffs and unexpected changes in tariffs, trade barriers and regulatory requirements, export licensing requirements or other restrictive actions by the United States or retaliatory tariffs and other actions taken by foreign governments; the U.S. Food and Drug Administration (“FDA”) regulatory process is expensive, time-consuming and uncertain, and the failure to obtain and maintain required regulatory clearances and approvals could prevent us from commercializing our products; we may be unable to successfully commercialize newly developed or acquired products or therapies within expected timeframes; if clinical studies of our future product candidates do not produce results necessary to support regulatory clearance or approval in the United States or elsewhere, we will be unable to expand the indications for or commercialize these products; if we fail to properly manage growth or scale our business processes, systems, or data management, our business could suffer; our ability to maintain our competitive position depends on our ability to attract, retain and motivate our senior management team and highly qualified personnel necessary to execute our strategic plans; demand for our products may decrease as a result of healthcare cost-containment and drug pricing initiatives by the federal government, which could negatively impact the commercial success of affected products; we may face issues with respect to the supply of our products or their components due to product quality and regulatory compliance issues, including increased costs, disruptions of supply, shortages, contamination or mislabeling; we might not meet certain of our debt covenants under our 2025 Credit Agreement and might be required to repay our indebtedness on an accelerated basis; there are restrictions on operations and other costs associated with our indebtedness; we might require additional capital to fund our current financial obligations and support business growth; failure to establish and maintain effective financial controls could adversely affect our business and stock price; we might not be able to complete acquisitions or successfully integrate new businesses, products or technologies in a cost-effective and non-disruptive manner; our cash is maintained at financial institutions, often in balance that exceed federally insured limits; we are subject to securities class action litigation and may be subject to similar or other litigation, in the future, which will require significant management time and attention, result in significant legal expenses or costs not covered by our insurers, and may result in unfavorable outcomes; we are highly dependent on a limited number of products; our long-term growth depends on our ability to develop, acquire and commercialize new products, line extensions or expanded indications; demand for our existing portfolio of products and any new products, line extensions or expanded indications depends on the continued and future acceptance of our products by physicians, patients, third-party payers and others in the medical community; the proposed down classification of non-invasive bone growth stimulators, including our EXOGEN system, by the FDA could increase future competition for bone growth stimulators and otherwise adversely affect the Company’s sales of EXOGEN; failure to achieve and maintain adequate levels of coverage and/or reimbursement for our products or future products, the procedures using our products, such as our hyaluronic acid (“HA”) viscosupplements, or future products we may seek to commercialize; pricing and other competitive factors; governments outside the United States might not provide coverage or reimbursement of our products; we compete and may compete in the future against other companies, some of which have longer operating histories, more established products or greater resources than we do; if our HA products are reclassified from medical devices to drugs in the United States by the FDA, it could negatively impact our ability to market these products and may require that we conduct costly additional clinical studies to support current or future indications for use of those products; our failure to properly manage our anticipated growth and strengthen our brands; risks related to product liability claims; fluctuations in demand for our products; issues relating to the supply of our products or their components due to product quality and regulatory compliance issues, including increased costs, disruptions of supply, shortages, contamination or mislabeling; our reliance on a limited number of third-party manufacturers to manufacture certain of our products; if our facilities are damaged or become inoperable, we will be unable to continue to research, develop and manufacture certain of our products; economic, political, regulatory and other risks related to international sales, manufacturing and operations; failure to maintain contractual relationships; security breaches, unauthorized access to or disclosure of information, cyberattacks, or other incidents, or the perception that confidential information in our or our vendors’ or service providers’ possession or control is not secure; failure of key information technology and communications systems, process or sites; risks related to our future capital needs; failure to comply with extensive governmental regulation relevant to us and our products; we may be subject to enforcement action if we engage in improper claims submission practices and resulting audits or denials of our claims by government agencies could reduce our net sales or profits; unstable political or economic conditions, including due to government shutdowns; legislative or regulatory reforms; our business might experience adverse impacts due to public health outbreaks; risks related to intellectual property matters; the dilution of our Class A common stockholders upon an exchange of the outstanding common membership interests in Bioventus LLC could adversely affect the market price of our Class A common stock and the resale of such shares could cause the market price of our Class A common stock to fall; and the other risks identified in our Annual Report on Form 10-K for the year ended December 31, 2025 as such factors may be updated from time to time in our other filings with the SEC which are accessible on the SEC’s website at www.sec.gov and the Investor Relations page of Bioventus’ website at https://ir.bioventus.com. You are urged to consider these risk factors carefully in evaluating forward-looking statements. Except to the extent required by law, the Company undertakes no obligation to update or revise any estimate or forward-looking statement for any reason, even if new information becomes available in the future.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

Bioventus Inc.

Consolidated Condensed Statements of Operations and Comprehensive Income (Loss)

Three Months Ended March 28, 2026 and March 29, 2025

(Amounts in thousands, except share amounts)

(Unaudited)


	Three Months Ended
	March 28, 2026		March 29, 2025
Net sales	$	132,089	$	123,876
Cost of sales (including depreciation and amortization of $10,087 and $10,265, respectively)	41,320		40,820
Gross profit	90,769		83,056
Selling, general and administrative expense	78,325		73,502
Research and development expense	2,467		3,011
Restructuring costs	454		—
Depreciation and amortization	1,107		1,593
Loss on disposals	—		81
Operating income	8,416		4,869
Interest expense, net	4,326		7,509


Other (income) expense	(427)		777
Other expense	3,899		8,286
Income (loss) before income taxes	4,517		(3,417)
Income tax expense (benefit), net	571		(95)
Net income (loss)	3,946		(3,322)
(Income) loss attributable to noncontrolling interest	(833)		685
Net income (loss) attributable to Bioventus Inc.	$	3,113	$	(2,637)

Net income (loss)	$	3,946	$	(3,322)
Other comprehensive income (loss), net of tax
Change in foreign currency translation adjustments	(1,468)		633
Change in the fair value of cash flow hedges	1,000		—
Comprehensive income (loss)	3,478		(2,689)
Comprehensive (income) loss attributable to noncontrolling interest	(744)		563
Comprehensive income (loss) attributable to Bioventus Inc.	$	2,734	$	(2,126)

Income (loss) per share of Class A common stock:
Basic	$	0.05	$	(0.04)
Diluted	$	0.04	$	(0.04)

Weighted-average shares of Class A common stock outstanding:
Basic	67,296,336		66,008,683
Diluted	70,008,291		66,008,683

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

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Bioventus Inc.

Consolidated Condensed Balance Sheets as of March 28, 2026 and December 31, 2025

(Amounts in thousands, except share amounts)

(Unaudited)


	March 28, 2026		December 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	35,846	$	51,238
Accounts receivable, net	120,525		128,303
Inventory	83,187		82,236
Prepaid and other current assets	10,255		11,065
Total current assets	249,813		272,842
Property and equipment, net	21,294		21,899
Goodwill	7,462		7,462
Intangible assets, net	359,659		368,419
Operating lease assets	4,687		5,122
Deferred tax assets	5,522		5,522
Investment and other assets	2,102		2,293
Total assets	$	650,539	$	683,559

Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	24,050	$	10,928
Accrued liabilities	101,135		130,242
Current portion of long-term debt	18,750		15,000
Other current liabilities	4,160		4,210
Total current liabilities	148,095		160,380
Long-term debt, less current portion	253,326		278,951
Deferred income tax liabilities	568		433
Other long-term liabilities	14,285		15,348
Total liabilities	416,274		455,112
Commitments and contingencies (Note 11)
Stockholders’ Equity
Preferred stock, $0.001 par value, 10,000,000 shares authorized, 0 shares issued
Class A common stock, $0.001 par value, 250,000,000 shares authorized as of March 28, 2026 and December 31, 2025, 67,639,073 and 67,097,716 shares issued and outstanding as of March 28, 2026 and December 31, 2025, respectively	68		67
Class B common stock, $0.001 par value, 50,000,000 shares authorized, 15,786,737 shares issued and outstanding as of March 28, 2026 and December 31, 2025	16		16
Additional paid-in capital	522,912		520,851
Accumulated deficit	(331,816)		(334,929)
Accumulated other comprehensive loss	(2,279)		(1,900)
Total stockholders’ equity attributable to Bioventus Inc.	188,901		184,105
Noncontrolling interest	45,364		44,342
Total stockholders’ equity	234,265		228,447
Total liabilities and stockholders’ equity	$	650,539	$	683,559

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

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Bioventus Inc.

Consolidated Condensed Statements of Changes in Stockholders’ Equity

Three Months Ended March 28, 2026 and March 29, 2025

(Amounts in thousands, except share amounts)

(Unaudited)


Three Months Ended March 28, 2026
	Class A Common Stock			Class B Common Stock
	Shares	Amount		Shares	Amount		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Non- controlling Interest		Total Stockholders' Equity
Balance at December 31, 2025	67,097,716	$	67	15,786,737	$	16	$	520,851	$	(1,900)	$	(334,929)	$	44,342	$	228,447
Issuance of Class A common stock for equity plans	541,357	1		—	—		119		—		—		—		120
Tax withholdings on equity-based compensation awards	—	—		—	—		(1,044)		—		—		—		(1,044)
Net income	—	—		—	—		—		—		3,113		833		3,946
Change in noncontrolling interest allocation	—	—		—	—		242		—		—		(242)		—
Equity-based compensation	—	—		—	—		2,744		—		—		520		3,264
Cash flow hedging, net	—	—		—	—		—		810		—		190		1,000
Translation adjustment	—	—		—	—		—		(1,189)		—		(279)		(1,468)
Balance at March 28, 2026	67,639,073	$	68	15,786,737	$	16	$	522,912	$	(2,279)	$	(331,816)	$	45,364	$	234,265


Three Months Ended March 29, 2025
	Class A Common Stock			Class B Common Stock
	Shares	Amount		Shares	Amount		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Non- controlling Interest		Total Stockholders' Equity
Balance at December 31, 2024	65,758,341	$	66	15,786,737	$	16	$	508,092	$	(2,573)	$	(357,661)	$	37,664	$	185,604
Issuance of Class A common stock for equity plans	473,047	—		—	—		150		—		—		—		150
Net loss	—	—		—	—		—		—		(2,637)		(685)		(3,322)
Change in noncontrolling interest allocation	—	—		—	—		159		—		—		(159)		—
Equity-based compensation	—	—		—	—		2,021		—		—		393		2,414
Translation adjustment	—	—		—	—		—		511		—		122		633
Balance at March 29, 2025	66,231,388	$	66	15,786,737	$	16	$	510,422	$	(2,062)	$	(360,298)	$	37,335	$	185,479

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

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Bioventus Inc.

Consolidated Condensed Statements of Cash Flows

Three Months Ended March 28, 2026 and March 29, 2025

(Amounts in thousands)

(Unaudited)


	Three Months Ended
	March 28, 2026		March 29, 2025
Operating activities:
Net income (loss)	$	3,946	$	(3,322)
Adjustments to reconcile net income (loss) to net cash from operating activities:
Depreciation and amortization	11,205		11,865
Provision for credit losses	230		650
Equity-based compensation	3,264		2,414
Deferred income taxes	135		43
Loss on disposals	—		81


Unrealized loss (gain) on foreign currency fluctuations	54		(242)
Other, net	275		381
Changes in operating assets and liabilities:
Accounts receivable	7,318		9,004
Inventories	(2,648)		(1,881)
Accounts payable and accrued expenses	(15,367)		(39,104)
Other current and noncurrent assets and liabilities	522		780
Net cash from operating activities	8,934		(19,331)
Investing activities:


Purchase of property and equipment	(574)		(826)
Net cash from investing activities	(574)		(826)
Financing activities:
Proceeds from issuance of Class A common stock	120		150
Tax withholdings on equity-based compensation	(1,044)		—
Payment of contingent consideration	—		(9,000)
Borrowing on revolver	—		15,000
Payment on revolver	—		(5,000)




Payments on long-term debt	(22,000)		—
Other, net	(220)		(203)
Net cash from financing activities	(23,144)		947
Effect of exchange rate changes on cash	(608)		430
Net change in cash and cash equivalents	(15,392)		(18,780)
Cash and cash equivalents at the beginning of the period	51,238		41,582
Cash and cash equivalents at the end of the period	$	35,846	$	22,802
Supplemental disclosure of noncash investing and financing activities:


Accounts payable for purchase of property, plant and equipment	$	534	$	140

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

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Bioventus Inc.

Notes to the Unaudited Consolidated Condensed 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 as part of an initial public offering (“IPO”) in February 2021, conducted through what is commonly referred to as an umbrella partnership C Corporation (“UP-C”) structure. Bioventus Inc. functions as a holding company with no direct operations, material assets or liabilities other than the equity interest in Bioventus LLC and its subsidiaries (“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. 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 940 employees at March 28, 2026.

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 2026 end on March 28, June 27, and September 26. Comparable periods for 2025 ended on March 29, June 28, and September 27. The first and fourth quarters may vary in length depending on the calendar year.

Unaudited Interim Financial Information

The accompanying unaudited consolidated condensed financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Pursuant to these rules and regulations, they do not include all information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of the Company’s financial condition and results of operations have been included. Operating results for the periods presented are not necessarily indicative of the results that may be expected for the full year. As such, the information included in this report should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The consolidated condensed balance sheets at December 31, 2025 have been derived from the audited consolidated financial statements of the Company, but do not include all the disclosures required by U.S. GAAP.

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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Recent Accounting Pronouncements

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 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. 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 ASU 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 condensed 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 individually forecasted transactions, 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 is 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 condensed financial statements and disclosures.

In September 2025, the FASB issued Accounting Standards Update 2025-06 (“ASU 2025-06”), Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40). ASU 2025-06 eliminates prescriptive and sequential software development stages, thus requiring entities 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 a 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 condensed financial statements and disclosures, as well as the method and timing of adoption.

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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 condensed 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 definition of and 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 the method of adoption and its impact on the Company’s disclosures. The Company plans to adopt ASU 2024-03 in its 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 condensed financial statements upon the adoption of ASU 2024-03.

2. Balance Sheet Information

Accounts Receivable, Net

Accounts receivable, net consists of 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:


	March 28, 2026		December 31, 2025
Accounts receivable	$	123,584	$	131,206
Less: Allowance for credit losses	(3,059)		(2,903)
	$	120,525	$	128,303

Due to the short-term nature of the Company’s receivables, the estimate of expected credit losses is based on aging of its accounts receivable balances. 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 23.4% and 28.1% of the accounts receivable balance as of March 28, 2026 and December 31, 2025, respectively. Historically, the Company’s reserves have been adequate to cover credit losses.

Inventory

Inventory consisted of the following as of:


	March 28, 2026		December 31, 2025
Raw materials and supplies	$	19,301	$	21,240
Finished goods	63,886		60,996
	$	83,187	$	82,236

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Accrued Liabilities

Accrued liabilities consisted of the following as of:


	March 28, 2026		December 31, 2025
Gross-to-net deductions	$	58,906	$	73,487
Bonus and commission	12,449		25,040
Compensation and benefits	6,194		6,560
Accrued interest	2,848		3,168
Income and other taxes	4,809		5,135
Other liabilities	15,929		16,852
	$	101,135	$	130,242

3. Divestitures

On December 31, 2024, the Company completed the sale of certain products within its advanced rehabilitation business, including the L100, L300 Go, L360, H200, Vector Gait & Safety System and Bioness Integrated Therapy System (collectively, the “Advanced Rehabilitation Business”). The divestiture aligns with the Company’s focus on core operations and the Advanced Rehabilitation Business required additional research and development expenditures to achieve its next stage of growth. The Company may receive up to $20,000 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 year ending December 31, 2026.

4. Financial Instruments

Long-term debt consisted of the following as of:


2025 Credit Agreement	March 28, 2026		December 31, 2025
2025 Term Loan	$	274,250	$	296,250


Less:
Current portion of long-term debt	(18,750)		(15,000)
Unamortized debt issuance cost	(539)		(570)
Unamortized discount	(1,635)		(1,729)
	$	253,326	$	278,951

2025 Credit Agreement

On July 31, 2025, the Company entered into a Credit Agreement (the “2025 Credit Agreement”) with Wells Fargo Bank, National Association, and a syndicate of financial institutions and other entities (collectively, the “Lenders”). The 2025 Credit Agreement consists of a $300,000 term loan facility (the “2025 Term Loan”) and a $100,000 revolving credit facility (the “2025 Revolver” and, together with the 2025 Term Loan, the “2025 Term Loan Facilities”).

Proceeds from the 2025 Term Loan, borrowings of $30,000 under the 2025 Revolver, and $2,562 in available cash were used to repay the outstanding balance under the 2019 Credit and Guaranty Agreement, as amended, which totaled $332,562 as of July 31, 2025.

The Company evaluated the refinancing of the 2019 Credit and Guaranty Agreement on a creditor‑by‑creditor basis. Transactions with continuing lenders were recognized as modifications of existing debt. In relation to the new lender, the transaction was recognized as the issuance of new debt. The Company accounted for transactions with exiting lenders as debt extinguishments.

As a result of the 2025 Credit Agreement, the Company received cash proceeds of $28,125 from a new creditor and $5,078, net of repayments, from several continuing creditors. In connection with the termination of the 2019 Credit and Guaranty Agreement, the Company paid $65,765, primarily to exiting creditors, with a portion paid to a continuing creditor that was partially extinguished. The Company recorded an original issue discount of $1,296 related to the 2025 Credit Agreement, which was capitalized within the consolidated condensed balance sheets. These capitalized discounts are amortized as interest expense, net, on a straight-line basis over the term of the 2025 Term Loan Facilities, which approximates the effective interest method. The majority of the capitalized discounts originated from loans with continuing creditors.

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As of March 28, 2026, the outstanding balance on the 2025 Term Loan was $272,076, net of discount of $1,635 and deferred financing costs of $539. These amounts include portions of the original issue discounts and deferred financing costs attributable to returning Lenders from the 2019 Credit and Guaranty Agreement. Interest expense, net includes deferred cost amortization of $163 and $381 for the three months ended March 28, 2026 and March 29, 2025, respectively. The effective interest rate on the 2025 Term Loan was 5.67% as of March 28, 2026.

The 2025 Term Loan and 2025 Revolver mature on July 31, 2030 (“Maturity”). On March 27, 2026, the Company made a discretionary prepayment of $22,000 on the 2025 Term Loan that reduced the final payment due at Maturity.

SEC Form 10-Q filed by Bioventus Inc.