Quarterly report [Sections 13 or 15(d)]

Restructuring

Restructuring

9 Months Ended

Mar. 31, 2026

Note 13. Restructuring:

Fiscal 2025 Restructuring Actions:

During the fourth quarter of fiscal 2025, management engaged in a series of restructuring activities to optimize components of our global manufacturing processes. These activities included adjusting manufacturing locations and protocols of certain products to better align with geographical and customer demand. The Company is expecting to incur costs related to these actions through fiscal 2027, which will be recorded when specified criteria are met.

As part of these actions, certain assets and liabilities associated with the Exosome Diagnostics business were classified as held-for-sale, including $4.5 million of goodwill allocated on a relative fair value basis at June 30, 2025. As a result of an impairment test performed during fiscal 2025, a cumulative impairment charge of $83.1 million was recorded. During the quarter ended September 30, 2025, the Company entered into an agreement with a buyer to purchase the Exosome Diagnostics business for approximately $15.0 million, with approximately $6.8 million in stock received at closing. Additionally, we recognized a recovery of assets held-for-sale of $6.8 million during the quarter ended September 30, 2025 recorded within Selling, general, and administrative on the Condensed Consolidated Statements of Earnings. As part of the agreement, the Company and the buyer entered into a promissory note that will mature in September 2029 that requires the buyer to pay four annual installments of $2.5 million, of which up to $5.0 million is payable in the stock of the buyer, MDxHealth. As of March 31, 2026, the fair value of the note receivable was approximately $9.0 million and is included within Other current assets and Other assets on the Condensed Consolidated Balance Sheets.

The restructuring and restructuring-related charges for periods presented were recorded in the Condensed Consolidated Statements of Earnings and Comprehensive Income as follows (in thousands):


	Quarter Ended		Nine Months Ended
	March 31,		March 31,
	2026		2026
Cost of sales	$	1,036	$	3,990
Selling, general and administrative⁽¹⁾		1,800		2,267
Total	$	2,836	$	6,257

⁽¹⁾ Restructuring actions impacting research and development are not material to separately disclose and have been included within Selling, general, and administrative costs.

Restructuring and restructuring-related costs by segment are as follows (in thousands):


	Quarter ended March 31, 2026
		Employee		Asset-related		Recovery of
		severance		and other		assets held-for-sale		Total
Protein Sciences	$	556	$	1,565	$	—	$	2,121
Diagnostics and Spatial Biology		27		—		—		27
Corporate		454		234		—		688
Total	$	1,037	$	1,799	$	—	$	2,836


	Nine months ended March 31, 2026
		Employee		Asset-related		Recovery of
		severance		and other		assets held-for-sale		Total
Protein Sciences	$	2,374	$	5,850	$	—	$	8,224
Diagnostics and Spatial Biology		2,993		—		(6,789)		(3,796)
Corporate		1,290		539		—		1,829
Total	$	6,657	$	6,389	$	(6,789)	$	6,257

The following table summarizes the changes in the Company’s accrued restructuring balance, which is included within Accrued expenses in the accompanying Condensed Consolidated Balance Sheets. Other amounts reported as restructuring and restructuring-related costs in the accompanying Condensed Consolidated Statements of Earnings and Comprehensive Income have been summarized in the notes to the table (in thousands):


						Impairment (Recovery)
	Employee		Asset-related			of assets
	severance⁽¹⁾		and other⁽²⁾			held-for-sale	Total
Expense incurred in the fourth quarter of 2025	$	1,041	$	11,531	$	83,059	$	95,631
Cash payments		—		—		—		—
Non-cash adjustments		—		(11,471)		(83,059)		(94,530)
Accrued restructuring as of June 30, 2025	$	1,041	$	60	$	—	$	1,101
Expense incurred in fiscal 2026	$	6,657	$	6,389	$	(6,789)	$	6,257
Cash payments		(6,517)		(6,449)		—		(12,966)
Non-cash adjustments		—		—		6,789		6,789
Accrued restructuring as of March 31, 2026	$	1,181	$	—	$	—	$	1,181

⁽¹⁾ Relates to impacted employees’ final paycheck, separation payments, outplacement services, legal fees, and retention packages.

⁽²⁾ Primarily relates to impairment of inventory and equipment.

In the first quarter of fiscal 2025, the Company announced enterprise-wide restructuring focused on recovering operating margins and optimizing our manufacturing footprint. The Company is expecting to incur costs related to these actions through fiscal 2026, which will be recorded when specified criteria are met. The restructuring and restructuring-related charges for periods presented were recorded in the Condensed Consolidated Statements of Earnings and Comprehensive Income as follows (in thousands):


	Quarter Ended				Nine Months Ended
	March 31,				March 31,
	2026		2025		2026		2025
Cost of sales	$	116	$	137	$	1,155	$	7,726
Selling, general and administrative⁽¹⁾		—		283		—		5,927
Total	$	116	$	420	$	1,155	$	13,653

⁽¹⁾ Restructuring actions impacting research and development are not material to separately disclose and have been included within Selling, general, and administrative costs.

Restructuring and restructuring-related costs by segment are as follows (in thousands):


	Quarter ended March 31,
	2026						2025
		Employee		Asset-related				Employee		Asset-related
		severance		and other		Total		severance		and other		Total
Protein Sciences	$	71	$	45	$	116	$	10	$	119	$	129
Diagnostics and Spatial Biology		—		—		—		—		—		—
Corporate		—		—		—		291		—		291
Total	$	71	$	45	$	116	$	301	$	119	$	420


	Nine months ended March 31,
	2026						2025
		Employee		Asset-related				Employee		Asset-related
		severance		and other		Total		severance		and other		Total
Protein Sciences	$	769	$	386	$	1,155	$	2,323	$	10,291	$	12,614
Diagnostics and Spatial Biology		—		—		—		425		—		425
Corporate		—		—		—		610		4		614
Total	$	769	$	386	$	1,155	$	3,358	$	10,295	$	13,653

The following table summarizes the changes in the Company’s accrued restructuring balance, which is included within Other current liabilities in the accompanying Condensed Consolidated Balance Sheets. Other amounts reported as restructuring and restructuring-related costs in the accompanying Condensed Consolidated Statements of Income and Comprehensive Income have been summarized in the notes to the table (in thousands):


	Employee		Asset-related
	severance⁽¹⁾		and other⁽²⁾		Total
Expense incurred in the first quarter of 2025	$	2,852	$	7,417	$	10,269
Incremental expense incurred in remainder of 2025		593		3,555		4,148
Cash payments		(2,223)		(1,131)		(3,354)
Non-cash adjustments	$	—	$	(9,841)	$	(9,841)
Accrued restructuring as of June 30, 2025	$	1,222	$	—	$	1,222
Incremental expense incurred in fiscal 2026		769		386		1,155
Cash payments		(1,667)		(386)		(2,053)
Accrued restructuring as of March 31, 2026	$	324	$	—	$	324

⁽¹⁾ Relates to impacted employees’ final paycheck, separation payments, outplacement services, legal fees, and retention packages related to the closure or relocation of certain manufacturing sites.

⁽²⁾ Primarily relates to impairment of intangibles and inventory as a result of the closure and relocation of certain manufacturing sites.