BVS Filings — Bioventus Inc.

BVS Filings — Bioventus Inc. - FilingSpy

10-Q · Quarter ended Jun 27, 2026 · SEC filing ↗

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Management's Discussion and Analysis

The following discussion and analysis of Bioventus Inc.’s (sometimes referred to as “we,” “us,” “our,” “Bioventus” or “the Company”) financial condition and results of operations should be read in conjunction with the “Special Note Regarding Forward-Looking Statements” and our unaudited consolidated condensed financial statements and related notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q, as well as our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission (“SEC”) on March 5, 2026 (“2025 10-K”). 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, (ii) Surgical Solutions, and (iii) Restorative Therapies. 24 Table of Contents •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 and commercializing 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 bone cutting in 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 additional fresh fractures, especially for high-risk patients. The following table sets forth total net sales, net income and Adjusted EBITDA for the periods presented: Three Months Ended Six Months Ended June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025 Net sales $ 153,208 $ 147,660 $ 285,297 $ 271,536 Net income $ 36,205 $ 9,272 $ 40,151 $ 5,950 Adjusted EBITDA(a) $ 35,263 $ 33,751 $ 59,178 $ 52,963 Income per Class A common stock: Basic $ 0.49 $ 0.11 $ 0.54 $ 0.07 Diluted $ 0.47 $ 0.11 $ 0.52 $ 0.07 (a)See below under Results of Operations-Adjusted EBITDA for a reconciliation of net income to Adjusted EBITDA. Review of Potential Strategic Alternatives Following receipt of a recent unsolicited acquisition proposal from a party interested in acquiring the Company and multiple other expressions of interest, the Company’s Board of Directors has established a committee of independent directors, which, with the assistance of independent advisors, is evaluating a range of strategic options, including but not limited to a sale of the Company or continued execution of the Company’s standalone plan, aimed at maximizing value for shareholders. The Company has not set a timetable for completion of the strategic alternatives review process and there can be no assurance that the Company’s review will result in any transaction or other strategic outcome. Bioventus does not intend to disclose further developments unless and until the Board or committee has approved a specific transaction or strategic action or otherwise determines that such disclosure is appropriate or required by law. Other Significant Developments During the first and second quarters of 2026, the Company made discretionary prepayments of $22.0 million and $20.0 million, respectively, on the 2025 Term Loan, reducing its outstanding long-term debt. These prepayments were funded by strong operating cash flows and resulted in lower interest expense and borrowing costs, while also improving the Company's leverage and other financial metrics. Results of Operations For a description of the components of our results of operations, refer to Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2025 10-K. 25 Table of Contents The following table sets forth components of our consolidated condensed statements of operations as a percentage of net sales for the periods presented: Three Months Ended Six Months Ended June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025 Net sales 100.0 % 100.0 % 100.0 % 100.0 % Cost of sales (includes depreciation & amortization) 31.0 % 30.9 % 31.1 % 31.8 % Gross profit 69.0 % 69.1 % 68.9 % 68.2 % Selling, general and administrative expense 54.0 % 53.6 % 56.4 % 56.2 % Research and development expense 2.1 % 2.1 % 2.0 % 2.3 % Restructuring costs (0.3) % — % — % — % Depreciation and amortization 0.7 % 1.0 % 0.8 % 1.1 % Loss on disposals — % — % — % — % Operating income 12.5 % 12.4 % 9.7 % 8.6 % The following table presents a reconciliation of net income to Adjusted EBITDA for the periods presented: Three Months Ended Six Months Ended (in thousands) June 27, 2026 June 28, 2025 June 27, 2026 June 28, 2025 Net income $ 36,205 $ 9,272 $ 40,151 $ 5,950 Interest expense, net 4,068 7,494 8,394 15,003 Income tax (benefit) expense, net (20,897) 1,041 (20,326) 946 Depreciation and amortization(a) 10,945 12,049 22,150 23,914 Restructuring costs(b) (415) — 39 — Equity compensation(c) 5,041 3,643 8,305 6,057 Debt refinancing(d) 2 172 2 172 Shareholder litigation costs(e) 22 13 41 36 Loss on disposals(f) — 1 — 82 Other items(g) 292 66 422 803 Adjusted EBITDA $ 35,263 $ 33,751 $ 59,178 $ 52,963 (a)Includes for the three and six months ended June 27, 2026 and June 28, 2025, respectively, depreciation and amortization of $9.9 million, $10.6 million, $20.0 million, $20.9 million in cost of sales and $1.1 million, $1.4 million, $2.2 million, $3.0 million in operating expenses presented in the consolidated condensed statements of operations and comprehensive income. (b)Restructuring costs primarily resulted from severance associated with the elimination of certain positions and the consolidation of certain administrative functions and roles, as well as reversals resulting from severance contract cancellations. (c)Includes compensation expense resulting from awards granted under our equity-based compensation plans. (d)Consisted of third-party fees associated with our 2025 Credit Agreement. (e)Costs incurred as a result of certain shareholder litigation unrelated to our ongoing operations. (f)Represents the loss on the disposal of the Advanced Rehabilitation Business. (g)Other items during the three and six months ended June 27, 2026 primarily consisted of strategic transaction costs. Other items during the three months ended June 28, 2025 consisted of individually immaterial items that are not indicative of the Company’s ongoing operating performance. Other items during the six months ended June 28, 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. 26 Table of Contents Non-GAAP Financial Measures - Adjusted EBITDA We present Adjusted EBITDA, a non-GAAP financial measure, because we believe it is a useful indicator for management 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 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 strategic transaction costs, such as 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 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 Quarterly Report on Form 10-Q, including all tables referencing Adjusted EBITDA to its most directly comparable U.S. GAAP measure. Net Sales Three Months Ended Change (in thousands, except for percentage) June 27, 2026 June 28, 2025 $ % U.S. Pain Treatments $ 72,704 $ 64,436 $ 8,268 12.8 % Surgical Solutions 43,585 45,747 (2,162) (4.7 %) Restorative Therapies 18,176 18,592 (416) (2.2 %) Total U.S. net sales 134,465 128,775 5,690 4.4 % International Pain Treatments 9,044 8,872 172 1.9 % Surgical Solutions 6,767 6,969 (202) (2.9 %) Restorative Therapies 2,932 3,044 (112) (3.7 %) Total International net sales 18,743 18,885 (142) (0.8 %) Total net sales $ 153,208 $ 147,660 $ 5,548 3.8 % U.S. Net sales increased $5.7 million, or 4.4%, compared to the prior year period, driven by growth in the Pain Treatments portfolio. Net sales from Pain Treatments increased $8.3 million, reflecting 9.3% volume growth led by Durolane, and 3.6% price growth. Price growth of 1.6% was due to changes to previous rebate estimates that were more favorable than in the second quarter of 2025, driven by changes to third-party billing processes and shifts in covered lives. The remaining price growth was primarily driven by favorable customer mix relative to the second quarter of 2025. These increases were partially offset by lower net sales in Surgical Solutions and Restorative Therapies. Net sales from Surgical Solutions decreased $2.2 million compared to the prior year, primarily due to lower Ultrasonics volumes, while net sales from Restorative Therapies decreased $0.4 million compared to the prior year due to an unfavorable customer mix for our EXOGEN Bone Stimulation System. International Net sales were essentially unchanged compared to the prior year period, decreasing $0.1 million, or 0.8%. 27 Table of Contents Six Months Ended Change (in thousands, except for percentage) June 27, 2026 June 28, 2025 $ % U.S. Pain Treatments $ 128,861 $ 117,122 $ 11,739 10.0 % Surgical Solutions 86,126 86,591 (465) (0.5 %) Restorative Therapies 35,923 35,582 341 1.0 % Total U.S. net sales 250,910 239,295 11,615 4.9 % International Pain Treatments 16,313 15,104 1,209 8.0 % Surgical Solutions 12,254 11,359 895 7.9 % Restorative Therapies 5,820 5,778 42 0.7 % Total International net sales 34,387 32,241 2,146 6.7 % Total net sales $ 285,297 $ 271,536 $ 13,761 5.1 % U.S. Net sales increased $11.6 million, or 4.9%, compared to the prior year period. Net sales from Pain Treatments increased by $11.7 million, reflecting a 5.1% volume growth led by Durolane. Price increased 4.9% compared to the prior year, largely driven by the $4.2 million rebate change in estimate recorded in the first quarter of 2026 that resulted from the impact of third-party billing process changes. As previously disclosed, during the third quarter of 2025, a large private insurance payer informed us that it had implemented changes to its claims data management and billing systems, which the Company estimated could result in significantly higher rebate claims for our HA viscosupplement products than previously estimated or experienced. During the first quarter of 2026, we received the first deferred rebate billings processed under the payer’s updated billing methodology which were favorable compared to our prior estimates. The remainder of the price growth was driven primarily by favorable customer mix relative to the prior year period. Net sales from Surgical Solutions decreased $0.5 million, driven by a $2.0 million decline in Ultrasonics, partially offset by $1.5 million of growth in BGS. Restorative Therapies net sales were consistent with the prior year period. International Net sales increased $2.1 million, or 6.7%, compared to the prior year period, primarily driven by growth in Pain Treatments, including increased demand in Durolane, as well as higher volumes within Ultrasonics. Gross Profit and Gross Margin Three Months Ended Change (in thousands, except for percentage) June 27, 2026 June 28, 2025 $ % U.S. $ 94,080 $ 90,657 $ 3,423 3.8 % International 11,586 11,433 153 1.3 % Total $ 105,666 $ 102,090 $ 3,576 3.5 % Three Months Ended June 27, 2026 June 28, 2025 Change U.S. 70.0 % 70.4 % (0.4 %) International 61.8 % 60.5 % 1.3 % Total 69.0 % 69.1 % (0.1 %) U.S. Gross profit increased $3.4 million, or 3.8%, compared to the prior year period, driven by higher net sales. The gross margin decrease of 0.4% was primarily attributable to: (i) a 0.4% unfavorable impact from freight charges; (ii) a 0.3% unfavorable impact from lower average selling price (“ASP”) for our EXOGEN Bone Stimulation System; and (iii) a 0.2% unfavorable impact from scrap charges and manufacturing variances. These headwinds were partially offset by a 0.7% favorable impact from lower depreciation and amortization expense. 28 Table of Contents International Gross profit increased $0.2 million, and gross margin increased 1.3% compared to the prior year period, primarily driven by lower amortization expense recognized in cost of sales and royalty income. Six Months Ended Change (in thousands, except for percentage) June 27, 2026 June 28, 2025 $ % U.S. $ 176,120 $ 166,186 $ 9,934 6.0 % International 20,315 18,960 1,355 7.1 % Total $ 196,435 $ 185,146 $ 11,289 6.1 % Six Months Ended June 27, 2026 June 28, 2025 Change U.S. 70.2 % 69.4 % 0.8 % International 59.1 % 58.8 % 0.3 % Total 68.9 % 68.2 % 0.7 % U.S. Gross profit increased $9.9 million, or 6.0%, compared to the prior year period, driven by revenue growth in Pain Treatments. The gross margin increase of 0.8% was primarily attributable to: (i) a 0.6% favorable impact from lower depreciation and amortization expense; and (ii) a 0.5% positive impact from HA products resulting from favorable pricing and rebates. These favorable impacts on gross margin were partially offset by a 0.4% unfavorable impact from scrap charges and manufacturing variances. International Gross profit increased $1.4 million, or 7.1%, compared to the prior year period, primarily driven by revenue growth in all businesses. Gross margin increased by 0.3% due to lower amortization expense recognized in cost of sales and royalty income, partially offset with one-time costs for servicing and repairs. Selling, General and Administrative Expense Three Months Ended Change (in thousands, except for percentage) June 27, 2026 June 28, 2025 $ % Selling, general and administrative expense $ 82,740 $ 79,110 $ 3,630 4.6 % Selling, general and administrative expenses increased $3.6 million, or 4.6%, compared to the prior year period, primarily due to: (i) a $1.7 million increase in professional service costs, including legal-related expenses; (ii) a $1.3 million increase in stock-based compensation expense; and (iii) a $0.7 million increase in sales commissions and selling expenses. Six Months Ended Change (in thousands, except for percentage) June 27, 2026 June 28, 2025 $ % Selling, general and administrative expense $ 161,065 $ 152,612 $ 8,453 5.5 % Selling, general and administrative expenses increased $8.5 million, or 5.5%, compared to the prior year period, primarily due to: (i) a $2.7 million increase in commission and selling expenses; (ii) a $2.1 million increase in stock-based compensation expense; (iii) a $2.0 million increase in compensation-related costs driven by higher wages including bonuses; and (iv) a $1.7 million increase in professional service costs, including legal-related expenses. 29 Table of Contents Research and Development Expense Three Months Ended Change (in thousands, except for percentage) June 27, 2026 June 28, 2025 $ % Research and development expense $ 3,173 $ 3,172 $ 1 — % Research and development expense remained consistent with the prior year period. Six Months Ended Change (in thousands, except for percentage) June 27, 2026 June 28, 2025 $ % Research and development expense $ 5,640 $ 6,183 $ (543) (8.8 %) Research and development expense decreased $0.5 million, or 8.8%, compared to the prior year period, primarily due to lower consulting expenses following the completion of certain projects, partially offset with an increase in compensation-related costs. Restructuring Costs Three Months Ended Change (in thousands, except for percentage) June 27, 2026 June 28, 2025 $ % Restructuring costsNM - Not meaningful $ (415) $ — $ (415) NM Six Months Ended Change (in thousands, except for percentage) June 27, 2026 June 28, 2025 $ % Restructuring costs $ 39 $ — $ 39 NM Restructuring costs incurred during 2026 primarily related to severance costs associated with a restructuring plan initiated in 2025 that focused on the elimination of several positions to optimize our organizational structure. During the three months ended June 27, 2026, we recorded a net restructuring benefit of $0.4 million related to a canceled severance contract associated with the 2025 Restructuring Plan. Depreciation and Amortization Three Months Ended Change (in thousands, except for percentage) June 27, 2026 June 28, 2025 $ % Depreciation and amortization $ 1,041 $ 1,439 $ (398) (27.7 %) Six Months Ended Change (in thousands, except for percentage) June 27, 2026 June 28, 2025 $ % Depreciation and amortization $ 2,148 $ 3,032 $ (884) (29.2 %) Depreciation and amortization decreased during the three and six months ended June 27, 2026 compared to the prior year period, primarily due to certain information technology assets being fully depreciated in 2025. Loss on Disposals The loss on disposals during the three and six months ended June 28, 2025 related to the sale of the Advanced Rehabilitation Business. Other Expense Three Months Ended Change (in thousands, except for percentage) June 27, 2026 June 28, 2025 $ % Interest expense, net $ 4,068 $ 7,494 $ (3,426) (45.7 %) Other (income) expense (249) 561 (810) (144.4 %) Interest expense, net decreased $3.4 million, during the three months ended June 27, 2026 compared to the prior period primarily due to lower debt outstanding and reduced interest rates and applicable margins following the completion of our debt refinancing in the third quarter of 2025. Other (income) expense, net during the three months ended June 27, 2026 was driven by foreign currency gains, compared to foreign currency losses in the prior year period. 30 Table of Contents Six Months Ended Change (in thousands, except for percentage) June 27, 2026 June 28, 2025 $ % Interest expense, net $ 8,394 $ 15,003 $ (6,609) (44.1 %) Other (income) expense (676) 1,338 (2,014) (150.5 %) Interest expense, net decreased $6.6 million during the six months ended June 27, 2026 compared to the prior year period, primarily due to lower debt outstanding and reduced interest rates and applicable margins following the completion of our debt refinancing in the third quarter of 2025. Other (income) expense, net during the six months ended June 27, 2026 was driven by foreign currency gains, compared to foreign currency losses in the prior year period. Income Tax Expense (Benefit), Net Three Months Ended Change (in thousands, except for percentage) June 27, 2026 June 28, 2025 $ % Income tax expense (benefit), net $ (20,897) $ 1,041 $ (21,938) NM Effective tax rate 136.5 % 10.1 % 126.4 % Six Months Ended Change (in thousands, except for percentage) June 27, 2026 June 28, 2025 $ % Income tax expense (benefit), net $ (20,326) $ 946 $ (21,272) NM Effective tax rate 102.5 % 13.7 % 88.8 % Our effective tax rate was 136.5% and 102.5% for the three and six months ended June 27, 2026, respectively, compared with 10.1% and 13.7% for the three and six months ended June 28, 2025, respectively. The significant increase in the effective tax rate for both periods was primarily driven by the $24.6 million income tax benefit recognized from the release of the valuation allowance related to certain deferred tax assets following our determination that those assets are more likely than not to be realized. The prior year effective tax rates reflected income earned in foreign jurisdictions, partially offset, in the case of the six months ended June 28, 2025, by the release of certain reserves for uncertain tax positions. Noncontrolling Interest Subsequent to the IPO and related transactions, we became the sole managing member of BV LLC, holding ownership interests of 81.2% and 81.0% as of June 27, 2026 and December 31, 2025, 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—18.8% as of June 27, 2026—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 Three Months Ended Change (in thousands, except for percentage) June 27, 2026 June 28, 2025 $ % U.S. $ 30,488 $ 28,475 $ 2,013 7.1 % International $ 4,775 $ 5,276 $ (501) (9.5 %) U.S. Adjusted EBITDA increased $2.0 million, or 7.1%, compared to the prior year period. This increase was primarily attributable to higher gross profit and favorable movements in foreign currency. These improvements were partially offset by higher professional service costs and commission and selling expenses. International Adjusted EBITDA decreased $0.5 million, or 9.5%, compared to the prior year period, primarily due to higher segment adjusted general and administrative expenses. 31 Table of Contents Six Months Ended Change (in thousands, except for percentage) June 27, 2026 June 28, 2025 $ % U.S. $ 51,630 $ 45,530 $ 6,100 13.4 % International $ 7,548 $ 7,433 $ 115 1.5 % U.S. Adjusted EBITDA increased $6.1 million, or 13.4%, compared to the prior year period, primarily due to higher gross profit driven by increased sales, favorable rebates, and favorable foreign currency movements. These improvements were partially offset by higher commission and selling expenses, compensation-related expenses, and professional fees. International Adjusted EBITDA increased $0.1 million, or 1.5%, compared to the prior year period, primarily due to higher gross profit driven by increased sales, mostly offset with higher segment adjusted general and administrative expenses. 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 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. 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 the 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. On each of March 31, 2026 and June 30, 2026, we made our scheduled principal payments of $3.8 million on the 2025 Term Loan. In addition, during the first and second quarters of 2026, we made discretionary prepayments of $22.0 million and $20.0 million, respectively, on the 2025 Term Loan. These prepayments were made to reduce future interest expense, and we believe the prepayments align with our capital optimization strategy and liquidity objectives. As of June 27, 2026, we had $98.4 million of available borrowing capacity under the 2025 Revolver, net of $1.6 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 supports our ongoing operations for the next twelve months. To the extent additional capital is required, we anticipate that 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. 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. 32 Table of Contents Future Cash Requirements The following table summarizes material changes to our estimated future cash requirements associated with debt and related obligations as of June 27, 2026: Remainder of 2026 Thereafter Total Long-term debt(a) $ 11,250 $ 239,250 $ 250,500 Interest payments on long-term debt obligations(a) 8,663 54,711 63,374 $ 19,913 $ 293,961 $ 313,874 (a)Refer to Item 1. Financial Information—Notes to the Unaudited Consolidated Condensed Financial Statements—Note 4. Financial Instruments in this report for further information regarding our long-term debt obligations. Other than the above changes to debt and related obligations, there have been no material changes to our estimated future cash requirements as disclosed in Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2025 10-K. We enter into contracts in the ordinary course of business with various third parties for development, collaboration and other services. These agreements generally include provisions allowing for termination upon notice. In the event of cancellation, payments typically consist of amounts due for services rendered or expenses incurred through the termination date, including non-cancellable obligations of our service providers. Certain agreements also contain contingent provisions that may require payment upon the occurrence of specified events. For additional information regarding commitments and contingencies, refer to Item 1. Financial Information—Notes to the Unaudited Consolidated Condensed Financial Statements—Note 11. Commitments and Contingencies. 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. 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 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 June 27, 2026. We do not expect any of these covenants or restrictions to affect or limit our ability to conduct business in the ordinary course. During the six months ended June 27, 2026, we made total principal payments of $45.8 million on the 2025 Term Loan, consisting of a scheduled quarterly payment of $3.8 million and two discretionary payments totaling $42.0 million. As of June 27, 2026, we had an outstanding balance of $248.5 million under the 2025 Term Loan, net of original issue discount and deferred financing costs. 33 Table of Contents Refer to Item 1. Financial Information—Notes to the Unaudited Consolidated Condensed Financial Statements—Note 4. Financial Instruments for further details on the Company’s indebtedness. Other For information regarding Commitments and Contingencies, refer to Item 1. Financial Information—Notes to the Unaudited Consolidated Condensed Financial Statements—Note 11. Commitments and Contingencies of this Quarterly Report on Form 10-Q. Information Regarding Cash Flows Cash and cash equivalents as of June 27, 2026 totaled $29.5 million, compared to $51.2 million as of December 31, 2025. The change in cash was primarily due to the following: Six Months Ended Change (in thousands, except for percentage) June 27, 2026 June 28, 2025 $ % Net cash from operating activities $ 28,807 $ 6,607 $ 22,200 NM Net cash from investing activities (3,034) (2,195) (839) 38.2 % Net cash from financing activities (46,576) (13,716) (32,860) 239.6 % Effect of exchange rate changes on cash (978) 632 (1,610) NM Net change in cash, cash equivalents $ (21,781) $ (8,672) $ (13,109) 151.2 % Operating Activities Net cash inflows from operating activities increased by $22.2 million compared to the prior year period, primarily reflecting lower interest payments due to reduced debt levels and favorable interest rates, as well as decreases in inventory purchases and bonus payments, partially offset with higher compensation-related costs. Investing Activities Net cash outflows from investing activities increased by $0.8 million compared to the prior year period, primarily as a result of purchases of investments, partially offset by lower capital expenditures. Capital expenditures in both periods primarily consisted of information technology-related investments. Financing Activities Net cash outflows from financing activities was $46.6 million for the six months ended June 27, 2026, primarily reflecting $42.0 million of discretionary prepayments of long-term debt. Net cash outflows from financing activities was $13.7 million for the six months ended June 28, 2025, primarily reflecting a $19.8 million payment of contingent consideration related to a prior acquisition, partially offset by $5.0 million of net borrowings under our former revolving credit facility. Off-balance Sheet Arrangements We do not have any off-balance sheet arrangements. Contractual Obligations There have been no material changes to our contractual obligations as disclosed in our 2025 10-K. Critical Accounting Estimates Our discussion of operating results is based upon the unaudited consolidated condensed financial statements and accompanying notes, which have been prepared in accordance with U.S. GAAP. The preparation of these statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Our estimates are based on our historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Changes in the facts or circumstances underlying these estimates could result in material changes and actual results could differ from these estimates. In the event we dispose of assets before the end of their previously stated useful life, we may incur an impairment charge. Our critical accounting estimates are detailed in Part II. Item 7. Management’s Discussion and Analysis of Financial condition and Results of Operations of our 2025 10-K and we have no material changes to such disclosures.

Legal Proceedings

Bioventus shareholder litigation On January 12, 2023, the Company and certain of its current and former directors and officers were named as defendants in a putative class action lawsuit filed in the Middle District of North Carolina (the “Court”), Ciarciello v. Bioventus Inc., No. 1:23– cv – 00032-CCE-JEP (M.D.N.C.). The complaint asserted violations of Sections 10(b) and 20(a) of the Exchange Act and of Sections 11 and 15 of the Securities Act and generally alleges that the Company failed to disclose certain information regarding its rebate practices, its business and financial prospects, and the sufficiency of internal controls regarding financial reporting. The complaint sought damages in an unspecified amount. On April 12, 2023, the Court appointed Wayne County Employees’ Retirement System as lead plaintiff. The plaintiff’s amended consolidated complaint was filed with the Court on June 12, 2023. On July 17, 2023, the defendants filed a motion to dismiss the complaint raising a number of legal and factual deficiencies with the amended consolidated complaint. In response to the defendants’ motion to dismiss, the lead plaintiff filed a second amended complaint on July 31, 2023. The defendants moved to dismiss the second amended complaint on August 21, 2023, which the Court granted in part and denied in part on November 6, 2023. The Court dismissed the plaintiff’s Securities Act claims, but allowed the plaintiff’s Exchange Act claims to proceed into discovery. On July 15, 2024, a Stipulation and Agreement of Settlement (the “Settlement Agreement”) by and between the lead plaintiff and the defendants was filed with the Court, and the Court preliminarily approved the Settlement Agreement on August 13, 2024. The Court entered judgment on December 18, 2024, granting final approval of the terms of the Settlement Agreement and dismissing all claims against the defendants, including the Company. The parties settled without any admission of liability or wrongdoing by any party. The settlement amount of $15.3 million, together with interest earned thereon, was paid in 2024 by the defendants and/or the defendant’s insurers. On October 4, 2023, certain of the Company’s current and former directors and officers were named as defendants in a derivative shareholder lawsuit, (in which the Company is a nominal defendant), filed in the United States District Court for the District of Delaware, Grogan, on behalf of Bioventus Inc., v. Reali, et al., No. 1:23-CV-01099-RGA (D. Del.). The complaint asserts violations of Section 14(a) of the Exchange Act, breaches of fiduciary duties and related state law claims, and a claim for contribution, and generally alleges the same purported misconduct as alleged in the Ciarciello case. On January 12, 2024, the Court agreed to stay this case pending resolution of the Ciarciello case. 35 Table of Contents On February 9, 2024, another plaintiff filed a derivative shareholder lawsuit against certain of the Company’s current and former directors and officers, (in which the Company is a nominal defendant), in the United States District Court for the District of Delaware, Sanderson, on behalf of Bioventus Inc., v. Reali, et al., No. 1:24-cv-00180-RGA (D. Del.). Like the Grogan case, this case asserts violations of Section 10(b) of the Exchange Act, breaches of fiduciary duties and related state law claims, and a claim for contribution, and generally alleges the same purported misconduct as alleged in the Ciarciello case. On May 1, 2024, the parties filed a stipulation to consolidate the Sanderson and Grogan derivative matters and stay them on terms similar to those entered in the Grogan case. On May 2, 2024, the Court granted the stipulation and ordered the consolidation of the Sanderson and Grogan cases, captioned In re Bioventus Inc. Derivative Litigation, No.: 1:23-cv-01099-RGA (D. Del.). The Court also stayed the consolidated case. Following resolution of the Ciarciello case, on December 30, 2024, the plaintiffs in the consolidated case filed an amended complaint asserting the same claims as in the Grogan case against certain of the Company’s current and former directors and officers. On January 6, 2025, the Court entered a scheduling order, under which the defendants had until March 3, 2025 to file a motion to dismiss the amended complaint. On February 21, 2025, the parties submitted a joint stipulation to stay the proceedings to allow the parties time to negotiate a settlement. On April 22, 2025, June 23, 2025, October 24, 2025, December 23, 2025, February 3, 2026, and April 1, 2026, the parties submitted status updates requesting more time to continue their settlement discussions. On July 17, 2026, the parties informed the Court that they had reached a settlement-in-principal and would submit a further status report by August 31, 2026, advising the Court of the status of their negotiations regarding attorney’s fees. The settlement is limited to implementation by the Company of certain corporate governance reforms and the Company does not presently expect that the attorney fee awards will be material. On July 31, 2024, another plaintiff filed a derivative complaint against certain of the Company’s current and former officers and directors, (in which the Company is a nominal defendant), in the United States District Court for the Middle District of North Carolina, captioned Vince, on behalf of Bioventus Inc. v. Reali et. al., No. 1:24-cv-00639-CCE-JEP (M.D.N.C.). Like the Grogan case, the Vince case asserts violations of Section 14(a) of the Exchange Act, breaches of fiduciary duties, unjust enrichment, contribution, and waste and generally alleges the same purported misconduct as alleged in the Ciarciello case. On November 11, 2024, the defendants filed a motion to transfer the Vince case to the United States District Court for the District of Delaware, pursuant to the forum selection clause in Bioventus’s certificate of incorporation. On January 14, 2025, the Court granted the motion and transferred the Vince case to the District of Delaware. On February 14, 2025, the plaintiff requested voluntary dismissal of the Vince case without prejudice and the Court granted the request that same day. On February 20, 2025, plaintiff Vince refiled a derivative complaint against certain of Bioventus’ current and former officers and directors, (in which the Company is a nominal defendant), in the Delaware Chancery Court, captioned Vince, on behalf of Bioventus Inc. v. Reali et al., No. 2025-0192-LWW (Del. Ch.). Like the prior complaint, which he voluntarily dismissed, Vince asserts breaches of fiduciary duties, unjust enrichment, contribution, and waste, and generally alleges the same purported misconduct as alleged in the Ciarciello case. On March 24, 2025, the defendants filed a motion to dismiss the complaint, or in the alternative, to stay the case. On February 26, 2025, another plaintiff filed a derivative complaint against certain of Bioventus’s current and former officers and directors, (in which the Company is a nominal defendant), in the Delaware Court of Chancery, captioned Bouchereau, on behalf of Bioventus Inc. v. Reali et al., No. 2025-0214-BWD (Del. Ch.). The complaint is nearly identical to the Vince complaint and asserts breaches of fiduciary duties, unjust enrichment, contribution, and waste, and generally alleges the same purported misconduct as alleged in the Ciarciello case. On April 2, 2026, the parties filed a stipulation to consolidate the Vince and Bouchereau derivative matters, which the Court granted that same day and captioned the consolidated action, In re Bioventus Inc. Stockholder Derivative Litigation, No. 2025-0192-LWW. On July 17, 2026, the parties informed the Court that they had reached a settlement-in-principal, together with the plaintiffs in In re Bioventus Inc. Derivative Litigation, No.: 1:23-cv-01099-RGA (D. Del.), and would submit a further status report by August 31, 2026, advising the Court of the status of their negotiations regarding attorney’s fees. The settlement is limited to implementation by the Company of certain corporate governance reforms and the Company does not presently expect that the attorney fee awards will be material. On March 6, 2025, another plaintiff filed a derivative complaint against certain of Bioventus’s current and former officers and directors, (in which the Company is a nominal defendant), in the United States District Court for the Middle District of North Carolina, captioned Hyung v. Reali et al., No. 1:25-cv-00177-CCE-JEP (M.D.N.C.). Like the other derivative cases, the Hyung case asserts violations of Section 14(a) of the Exchange Act, contribution, breaches of fiduciary duties, aiding and abetting, gross mismanagement, waste, and generally alleges the same purported misconduct as alleged in the Ciarciello case. On May 13, 2025, the defendants filed a motion to transfer the Hyung case to the United States District Court for the District of Delaware, pursuant to the forum selection clause in Bioventus’s certificate of incorporation, or in the alternative, to dismiss the case. On July 1, 2025, the Court granted the motion to transfer and transferred the Hyung case to the District of Delaware. The plaintiff subsequently filed a notice of appeal of that order to the United States Court of Appeals for the Fourth Circuit on July 16, 2025. On July 25, 2025, the plaintiff filed a joint stipulation to voluntarily dismiss the appeal. On July 8, 2025, the plaintiff filed an amended complaint in the District of Delaware, captioned Hyung v. Reali, et. al., No. 1:25-cv-00806-RGA (D. Del.). 36 Table of Contents The defendants filed a motion to dismiss the Hyung case on October 10, 2025. On May 8, 2026, the Court granted the motion to dismiss and dismissed the Hyung case without prejudice. On June 1, 2026, plaintiff Hyung refiled a derivative complaint against certain of Bioventus’ current and former officers and directors, (in which the Company is a nominal defendant), in the United States District Court for the District of Delaware, captioned Hyung v. Reali, et. al., No. 1:26-cv-00635-JCG (D. Del.). Like the prior complaint, which was dismissed, Hyung asserts breaches of fiduciary duties, unjust enrichment, mismanagement, and waste, and generally alleges the same purported misconduct as alleged in the Ciarciello case. On July 21, 2026, the defendants filed a motion to stay the case or, in the alternative, to dismiss the complaint. That motion is pending. The Company believes the claims alleged in the above actions, including the pending derivative matters, lack merit and intends to defend itself vigorously. Except as described above, the outcomes of these matters are not presently determinable, and any loss is neither probable nor reasonably estimable.

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Risk Factors

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors and other cautionary statements described under the heading Risk Factors included in our 2025 10-K, which could materially affect our businesses, financial condition, or future results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may adversely affect our business, financial condition, or future results. Except for such additional information and the risk factors set forth below, there have been no material changes in our risk factors from those described in our 2025 10-K. We cannot assure you that our review of strategic alternatives will result in us pursuing a transaction or that any such transaction would be successfully completed, and the process of reviewing strategic alternatives or its conclusion could adversely affect our business and our stockholders. In August 2026, the Company announced that a committee of independent directors of the Board of Directors of the Company is engaged in a review of potential strategic alternatives aimed at maximizing value for the Company's stockholders following the receipt of an unsolicited acquisition proposal and other unsolicited indications of interest. The committee is actively working with independent financial and legal advisors in the review process. No assurance can be given as to the timeline or outcome of the strategic alternatives review process, including whether the process will result in a transaction or that any transaction that is agreed to will be completed. Entry into or completion of any potential transaction or other strategic alternatives would be dependent on a number of factors that may be beyond our control, including, among other things, market conditions, industry trends, regulatory approvals and the availability of financing for a potential transaction on reasonable terms. Even if a transaction is entered into, there can be no assurance that it will be successful or have a positive effect on stockholder value. The committee may also determine that no transaction is in the best interest of our stockholders. We expect to incur expenses associated with identifying, evaluating and negotiating potential strategic alternatives. The process of reviewing potential strategic alternatives may be time consuming, distracting and disruptive to our business operations. We may also incur additional unanticipated expenses in connection with this process. In addition, we may be subject to costly and time-consuming litigation related to or as a result of the process. Further, the process may result in the loss of potential business opportunities and have a negative effect on the market price and volatility of our common stock, as well as our ability to recruit and retain qualified personnel. In addition, speculation regarding any developments related to the review of strategic alternatives and perceived uncertainties related to the future of the Company could cause our stock price to fluctuate significantly, which could adversely affect our business and stockholders.