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Press release

Bioventus Reports Second Quarter Financial Results •Q2 reported revenue of $153.2 million increased 4%

image_0a.jpg

•Q2 GAAP earnings of $0.47 per diluted share compared to the prior-year period earnings of $0.11 per diluted share •Non-GAAP earnings* of $0.22 per diluted share compared to $0.21 per diluted share in the prior-year period •Cash from operations totaled $19.9 million •Company reaffirms revenue, Adjusted Diluted EPS* and cash from operations guidance for the full year 2026 •Company initiates review of strategic alternatives DURHAM, NC – August 5, 2026 – Bioventus Inc. (Nasdaq: BVS) (“Bioventus” or the “Company”), a global leader in innovations for active healing, today reported financial results for the three and six months ended June 27, 2026.

"Bioventus continued its positive momentum in the second quarter, with solid performance that positions us well for continued success in the second half of the year,” said Rob Claypoole, Bioventus President and Chief Executive Officer." We remain focused on disciplined execution while continuing to invest in our four growth drivers. We believe this compelling combination will accelerate revenue growth, strengthen profitability and earnings power, and drive significant free cash flow."

“The Bioventus Board of Directors has full confidence in the business and management team and is excited about the future prospects of the Company,” Claypoole continued. “At the same time, in light of the external interest we have received, the Board has formed a committee of independent directors, which has determined it is the right time to initiate a review of strategic alternatives. This decision reflects our steadfast commitment to exploring all opportunities to maximize value for our shareholders.”

Second Quarter 2026 Financial Results

For the second quarter, worldwide revenue of $153.2 million advanced 4%, driven by double-digit growth in Pain Treatments.

Net income attributed to Bioventus Inc. was $33.4 million, compared to $7.5 million in the prior-year period. In addition to higher operating profit driven by an increase in revenue, net income attributable to Bioventus Inc. benefited from the removal of the $24.6 million valuation allowance associated with the Company's deferred tax asset.

Adjusted EBITDA* of $35.3 million advanced 4% from $33.8 million in the prior-year period due to higher revenue growth, which was partially offset by increased investment to fund future growth.

GAAP earnings of $0.47 per diluted share of Class A common stock improved from $0.11 per diluted share in the prior-year period. Non-GAAP earnings of Class A common stock* of $0.22 per diluted share reflects an increase of 5% from $0.21 per diluted share in the prior-year period, driven by improved operating profit and lower interest expense.

*See below under “Use of Non-GAAP Financial Measures” for more details.

Revenue By Business

The following tables represent net sales by business and geographic region for the three months ended June 27, 2026 and June 28, 2025:

Three Months Ended

Change as Reported

Constant

Currency*

Change

(in thousands, except for percentage)

June 27, 2026

June 28, 2025

$

%

%

Pain treatments

$

81,748 

$

73,308 

$

8,440 

11.5 

%

11.3 

%

Surgical solutions

50,352 

52,716 

(2,364)

(4.5

%)

(4.6

%)

Restorative therapies

21,108 

21,636 

(528)

(2.4

%)

(2.5

%)

Total net sales

$

153,208

$

147,660

$

5,548

3.8

%

3.6

%

Pain Treatments: Global revenue of $81.7 million increased 11.5%, reflecting strong volume growth in the Company's Durolane hyaluronic acid therapy along with favorable customer mix relative to the second quarter of 2025.

Surgical Solutions: Global revenue of $50.4 million decreased 4.5%, due to a challenging prior-year comparison, and a shift in timing of certain Ultrasonics capital placements and international orders to the second half of the year.

Restorative Therapies: Global revenue of $21.1 million decreased 2.4% due to a change in customer mix, specifically with Medicare patients, for the EXOGEN Bone Stimulation System in addition to a challenging comparison to the prior year.

Three Months Ended

Change as Reported

Constant Currency* Change

(in thousands, except for percentage)

June 27, 2026

June 28, 2025

$

%

%

U.S.

Pain Treatments

$

72,704 

$

64,436 

$

8,268 

12.8

%

12.8

%

Surgical Solutions

43,585 

45,747 

(2,162)

(4.7

%)

(4.7

%)

Restorative Therapies

18,176 

18,592 

(416)

(2.2

%)

(2.2

%)

Total U.S. net sales

134,465

128,775

5,690

4.4

%

4.4

%

International

Pain Treatments

9,044 

8,872 

1.9

%

0.5

%

Surgical Solutions

6,767 

6,969 

(202)

(2.9

%)

(3.7

%)

Restorative Therapies

2,932 

3,044 

(112)

(3.7

%)

(4.2

%)

Total International net sales

18,743

18,885

(142)

(0.8

%)

(1.8

%)

Total net sales

$

153,208

$

147,660

$

5,548

3.8

%

3.6

%

U.S.: Revenue of $134.5 million increased 4.4% driven by Pain Treatments, reflecting strong volume growth in the Company's Durolane hyaluronic acid therapy along with favorable customer mix relative to the second quarter of 2025.

International: Revenue of $18.7 million decreased 0.8%, was essentially unchanged compared to the prior-year period, which was partially attributable to a shift in timing of orders to the second half of the year.

Recent Business Highlights

Bioventus continues to advance its strategic priorities with key achievements, including making a discretionary principal prepayment of $20.0 million on its term loan during the second quarter, funded by strong operating cash flows. The reduction in long-term debt lowers future interest payments and borrowing costs with the improved financial metrics in the Company's credit agreement.

*See below under “Use of Non-GAAP Financial Measures” for more details.

2026 Financial Guidance

Bioventus is reaffirming its 2026 Financial Guidance provided on May 6, 2026. For the twelve months ending December 31, 2026, the Company expects:

•Net sales of $600 million to $610 million. This reflects growth of approximately 6% to 7%.

•Adjusted EPS* of $0.75 to $0.79.

•Cash from Operations of $84 million to $89 million.

The Company does not provide U.S. GAAP financial measures, other than net sales and cash from operations, on a forward-looking basis, because the Company is unable to predict with reasonable certainty the impact and timing of strategic transaction related expenses, accounting fair-value adjustments, and certain other reconciling items without unreasonable efforts. These items are uncertain, depend on various factors, and could be material to the Company’s results computed in accordance with U.S. GAAP.

Review of Potential Strategic Alternatives

Following receipt of a recent unsolicited acquisition proposal and multiple other expressions of interest, Bioventus today announced that it has initiated a review of strategic alternatives.

The Bioventus Board of Directors continues to have strong confidence in the Company’s management team and its strategy as a standalone company, and today’s quarterly update demonstrates continued performance and momentum in the business. However, in light of the acquisition proposal and other indications of interest the Company has received, the Board has established a committee of independent directors, which, with the assistance of Evercore as financial advisor and Latham & Watkins as legal counsel, 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 the completion of 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 it determines that such disclosure is appropriate or necessary.

About Bioventus

Bioventus delivers clinically proven, cost-effective products that help people heal quickly and safely. Its mission is to make a difference by helping patients resume and enjoy active lives. The Innovations for Active Healing from Bioventus include offerings for Pain Treatments, Surgical Solutions and Restorative Therapies. Built on a commitment to high quality standards, evidence-based medicine and strong ethical behavior, Bioventus is a trusted partner for physicians worldwide. For more information, visit www.bioventus.com and follow the Company on LinkedIn and X. Bioventus and the Bioventus logo are registered trademarks of Bioventus LLC.

Second Quarter 2026 Earnings Conference Call

Management will host a conference call to discuss the Company’s financial results and provide a business update, with a question and answer session, at 8:30 a.m. Eastern Time on August 5, 2026. Those who would like to participate in the conference call may dial 1-800-715-9871 (Conference ID 8813117) and refer to the Bioventus Inc. Conference Call.

A live webcast of the call and any accompanying materials will also be provided on the investor relations section of the Company's website at https://ir.bioventus.com/.

The webcast will be archived on the Company’s website at https://ir.bioventus.com/ and available for replay until August 4, 2027.

*See below under “Use of Non-GAAP Financial Measures” for more details.

Legal Notice Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements concerning the review of potential strategic alternatives; the potential outcomes, impact and timing thereof; our business position and operations; our future financial results and liquidity; 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.

Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Important factors that may cause actual results to differ materially from current expectations include, among other things: whether the objectives of the Company's strategic alternatives review process will be achieved; the terms, structure, timing, benefits and costs of any strategic transaction; whether any such transaction will be consummated at all; the risk that the strategic alternatives review process and its announcement could have an adverse effect on the ability of the Company to retain customers and retain and hire key personnel and maintain relationships with customers, suppliers, employees, stockholders and other business relationships and on its operating results and business generally; the risk that the strategic alternatives review process could divert the attention and time of the Company’s management; the risk of costs or expenses resulting from the strategic alternatives review process; the risk of any litigation relating to the strategic alternatives review process; 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 FDA’s reclassification 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 EXOGEN system in light of the FDA’s reclassification and our hyaluronic acid 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 Bioventus’ 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. Except to the extent required by law, the Company undertakes no obligation to update or review any estimate, projection, or forward-looking statement. Actual results may differ materially from those set forth in the forward-looking statements.

BIOVENTUS INC.

Consolidated condensed balance sheets

As of June 27, 2026 and December 31, 2025

(Amounts in thousands, except share amounts) (unaudited)

June 27, 2026

December 31, 2025

Assets

Current assets:

Cash and cash equivalents

$

29,457 

$

51,238 

Accounts receivable, net

138,406 

128,303 

Inventory

79,807 

82,236 

Prepaid and other current assets

9,857 

11,065 

Total current assets

257,527 

272,842 

Property and equipment, net

20,527 

21,899 

Goodwill

7,462 

7,462 

Intangible assets, net

351,046 

368,419 

Operating lease assets

4,225 

5,122 

Deferred tax assets

29,052 

5,522 

Investment and other assets

3,507 

2,293 

Total assets

$

673,346 

$

683,559 

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable

$

20,196 

$

10,928 

Accrued liabilities

109,361 

130,242 

Current portion of long-term debt

18,750 

15,000 

Other current liabilities

4,144 

4,210 

Total current liabilities

152,451 

160,380 

Long-term debt, less current portion

229,702 

278,951 

Deferred income taxes liabilities

Other long-term liabilities

13,213 

15,348 

Total liabilities

395,934 

455,112 

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 June 27, 2026 and December 31, 2025, 68,211,818 and 67,097,716 shares issued and outstanding as of June 27, 2026 and December 31, 2025, respectively

Class B common stock, $0.001 par value, 50,000,000 shares authorized, 15,786,737 shares issued and outstanding as of June 27, 2026 and December 31, 2025

Additional paid-in capital

527,925 

520,851 

Accumulated deficit

(298,375)

(334,929)

Accumulated other comprehensive loss

(1,328)

(1,900)

Total stockholders’ equity attributable to Bioventus Inc.

228,306 

184,105 

Noncontrolling interest

49,106 

44,342 

Total stockholders’ equity

277,412 

228,447 

Total liabilities and stockholders’ equity

$

673,346 

$

683,559 

BIOVENTUS INC.

Consolidated condensed statements of operations and comprehensive income (Amounts in thousands, except share and per share data, unaudited)

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 

Cost of sales (including depreciation and amortization of

    $9,893, $10,603, $19,980 and $20,868, respectively)

47,542 

45,570 

88,862 

86,390 

Gross profit

105,666 

102,090 

196,435 

185,146 

Selling, general and administrative expense

82,740 

79,110 

161,065 

152,612 

Research and development expense

3,173 

3,172 

5,640 

6,183 

Restructuring costs

(415)

— 

— 

Depreciation and amortization

1,041 

1,439 

2,148 

3,032 

Loss on disposals

— 

— 

Operating income

19,127 

18,368 

27,543 

23,237 

Interest expense, net

4,068 

7,494 

8,394 

15,003 

Other (income) expense

(249)

(676)

1,338 

Other expense

3,819 

8,055 

7,718 

16,341 

Income before income taxes

15,308 

10,313 

19,825 

6,896 

Income tax (benefit) expense, net

(20,897)

1,041 

(20,326)

Net income

36,205 

9,272 

40,151 

5,950 

Income attributable to noncontrolling interest

(2,764)

(1,813)

(3,597)

(1,128)

Net income attributable to Bioventus Inc.

$

33,441 

$

7,459 

$

36,554 

$

4,822 

Income per share of Class A common stock:

Basic

$

0.49 

$

0.11 

$

0.54 

$

0.07 

Diluted

$

0.47 

$

0.11 

$

0.52 

$

0.07 

Weighted-average shares of Class A common stock outstanding:

Basic

67,869,148

66,500,433

67,589,178

66,258,679

Diluted

70,838,486

68,536,759

70,429,825

68,765,591

BIOVENTUS INC.

Consolidated condensed statements of cash flows

(Amounts in thousands, unaudited)

Three Months Ended

Six Months Ended

June 27, 2026

June 28, 2025

June 27, 2026

June 28, 2025

Operating activities:

Net income

$

36,205 

$

9,272 

$

40,151 

$

5,950 

Adjustments to reconcile net income to net cash from operating activities:

Depreciation and amortization

10,945 

12,049 

22,150 

23,914 

Equity-based compensation

5,041 

3,643 

8,305 

6,057 

Deferred income taxes

(22,289)

(22,154)

Unrealized loss (gain) on foreign currency fluctuations

(123)

(365)

Loss on disposals

— 

— 

Other, net

1,606 

Changes in working capital

(10,168)

(20,343)

(30,724)

Net cash from operating activities

19,873 

25,938 

28,807 

6,607 

Investing activities:

Settlement from the sale of a business

— 

(686)

— 

(686)

Purchase of property and equipment

(960)

(683)

(1,534)

(1,509)

Purchases of equity securities

(1,500)

— 

(1,500)

— 

Net cash from investing activities

(2,460)

(1,369)

(3,034)

(2,195)

Financing activities:

Proceeds from issuance of Class A common stock

1,317 

1,467 

Tax withholdings on equity-based compensation

(294)

— 

(1,338)

— 

Payment of contingent consideration

— 

(10,771)

— 

(19,771)

Borrowing on revolver

— 

— 

— 

15,000 

Payment on revolver

— 

(5,000)

— 

(10,000)

Payments on long-term debt

(23,750)

— 

(45,750)

— 

Other, net

(241)

(209)

(461)

(412)

Net cash from financing activities

(23,432)

(14,663)

(46,576)

(13,716)

Effect of exchange rate changes on cash

(370)

(978)

Net change in cash and cash equivalents

(6,389)

10,108 

(21,781)

(8,672)

Cash and cash equivalents at the beginning of the period

35,846 

22,802 

51,238 

41,582 

Cash and cash equivalents at the end of the period

$

29,457 

$

32,910 

$

29,457 

$

32,910 

Use of Non-GAAP Financial Measures

Organic Revenue Growth

The Company defines the term “organic revenue” as revenue in the stated period excluding the impact from business acquisitions and divestitures. The Company uses the related term “organic revenue growth” or "organic growth" to refer to the financial performance metric of comparing the stated period's organic revenue with the comparable reported revenue of the corresponding period in the prior-year. The Company believes that these non-GAAP financial measures, when taken together with GAAP financial measures, allow the Company and its investors to better measure the Company’s performance and evaluate long-term performance trends. Organic revenue growth also facilitates easier comparisons of the Company’s performance with prior and future periods and relative comparisons to its peers. The Company excludes the effect of acquisitions and divestitures because these activities can have a significant impact on the Company's reported results, which the Company believes makes comparisons of long-term performance trends difficult for management and investors.

Adjusted EBITDA, Non-GAAP Gross Profit, Non-GAAP Gross Margin, Non-GAAP Operating Income, Non-GAAP Operating Expenses, Non-GAAP R&D, Non-GAAP Operating Margin, Non-GAAP Net Income, and Adjusted Earnings per Share of Class A Common Stock We present Adjusted EBITDA, Non-GAAP Gross Profit, Non-GAAP (or Adjusted) Gross Margin, Non-GAAP Operating Income, Non-GAAP Operating Expenses, Non-GAAP R&D, Non-GAAP Operating Margin, Non-GAAP Net Income, and Adjusted Earnings per Share of Class A common stock, all non-GAAP financial measures, to supplement our GAAP financial reporting because we believe these measures are useful indicators of our operating performance.

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. See the table below for a reconciliation of Net Income to Adjusted EBITDA. Our management uses Adjusted EBITDA principally as a measure of our operating performance and believes 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. Our management also uses Adjusted EBITDA for planning purposes, including the preparation of our annual operating budget and financial projections.

Our management uses Non-GAAP Gross Profit, Non-GAAP Gross Margin, Non-GAAP Operating Income, Non-GAAP Operating Expense, Non-GAAP Operating Margin and Non-GAAP Net Income principally as measures of our operating performance and believes that these non-GAAP financial measures are useful to better understand the long term performance of our core business and to facilitate comparison of our results to those of peer companies. Our management also uses these non-GAAP financial measures for planning purposes, including the preparation of our annual operating budget and financial projections.

We define Non-GAAP Gross Profit as gross profit, 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 depreciation and amortization included in the cost of goods sold and strategic transaction costs, such as acquisition and divestiture related costs in the cost of goods sold. We define Non-GAAP Gross Margin as Non-GAAP Gross Profit divided by net sales. See the table below for a reconciliation of gross profit and gross margin to Non-GAAP Gross Profit and Non-GAAP Gross Margin.

We define Non-GAAP Operating Income as operating income, 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 depreciation and amortization, strategic transaction costs, such as acquisition and divestiture related costs, certain shareholder litigation costs, impairment of assets, restructuring costs, debt refinancing and other items. Non-GAAP Operating Margin is defined as Non-GAAP Operating Income divided by net sales. See the table below for a reconciliation of operating income and operating margin to Non-GAAP Operating Income and Non-GAAP Operating Margin.

*See “Use of Non-GAAP Financial Measures” for more details.

We define Non-GAAP Operating Expenses as operating expenses, adjusted to exclude certain cash, non-cash and other items that we do not consider in our evaluation of ongoing operating performance. These items include depreciation and amortization, strategic transaction costs, such as acquisition and divestiture related costs, certain shareholder litigation costs, impairment of assets, restructuring costs, debt refinancing and other items. See the table below for a reconciliation of operating expenses to Non-GAAP Operating Expenses.

We define Non-GAAP R&D as research and development, adjusted to exclude certain cash, non-cash and other items that we do not consider in our evaluation of ongoing operating performance. These items include depreciation and amortization, strategic transaction costs, such as acquisition and divestiture related costs, restructuring costs, and other items. See the table below for a reconciliation of operating expenses to Non-GAAP R&D.

We define Non-GAAP Net Income as Net Income, 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 depreciation and amortization, strategic transaction costs, such as acquisition and divestiture related costs, certain shareholder litigation costs, restructuring costs, impairment of assets, debt refinancing, loss on extinguishment of debt, other items, the tax effect of adjusting items and discrete tax items. Discrete tax items include the tax impact related to significant transactions that are not part of our ongoing operating performance, and current and deferred income tax expense commensurate with Non-GAAP Net Income. See the table below for a reconciliation of Net Income to Non-GAAP Net Income.

We define Adjusted Earnings per Class A share as Earnings per Class A share, 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 depreciation and amortization, strategic transaction costs, such as acquisition and divestiture related costs, certain shareholder litigation costs, restructuring costs, impairment of assets, debt refinancing, loss on extinguishment of debt, other items, and the tax effect of adjusting items divided by weighted average number of shares of Class A common stock outstanding during the period. We also modify Adjusted Earnings per Class A share for discrete tax items as discussed above. These discrete tax items are recorded at the Bioventus Inc. parent company level and therefore are not adjusted to remove the impact of noncontrolling interest. See the table below for a reconciliation of loss per Class A share to Non-GAAP Earnings per Class A share.

Net Sales, International Net Sales Growth and Constant Currency Basis Net Sales, International Net Sales Growth and Constant Currency Basis are non-GAAP measures, which are calculated by translating current and prior-year results at the same foreign currency exchange rate. Constant currency can be presented for numerous GAAP measures, but is most commonly used by management to facilitate the comparison of sales in foreign currencies to prior periods and analyze net sales performance without the impact of changes in foreign currency exchange rates.

Limitations of the Usefulness of Non-GAAP Measures

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 GAAP. These measures might exclude certain normal recurring expenses. Therefore, these measures may not provide a complete understanding of the Company's performance and should be reviewed in conjunction with the 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 measures provided in this press release, including in the tables below, to their most directly comparable GAAP measures. Additionally, the Company does not provide GAAP financial measures on a forward-looking basis because the Company is unable to predict with reasonable certainty the impact and timing of strategic transaction related expenses, accounting fair-value adjustments and certain other reconciling items without unreasonable efforts. These items are uncertain, depend on various factors, and could be material to the Company’s results computed in accordance with GAAP.

*See “Use of Non-GAAP Financial Measures” for more details.

Reconciliation of Net Income to Adjusted EBITDA (unaudited)

Three Months Ended

Six Months Ended

Twelve Months Ended

($, thousands)

June 27, 2026

June 28, 2025

June 27, 2026

June 28, 2025

December 31, 2025

Net income

$

36,205

$

9,272

$

40,151

$

5,950

$

27,274

Interest expense, net

4,068

7,494

8,394

15,003

26,486

Income tax (benefit) expense, net

(20,897)

1,041

(20,326)

(1,565)

Depreciation and amortization(a)

10,945

12,049

22,150

23,914

47,011

Restructuring costs(b)

(415)

—

—

2,235

Equity compensation(c)

5,041

3,643

8,305

6,057

12,673

Shareholder litigation costs(d)

Debt refinancing(e)

Loss on extinguishment(f)

—

—

—

—

Loss on disposals(g)

—

—

Other items(h)

Adjusted EBITDA

$

35,263

$

33,751

$

59,178

$

52,963

$

116,277

(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.

The year ended December 31, 2025 includes depreciation and amortization of $41.3 million in cost of sales and $5.7 million in operating expenses.

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

(e)Consisted of third-party fees associated with our 2025 Credit Agreement.

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

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

(h)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 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.

During the year ended December 31, 2025, other items primarily consisted of $0.5 million of expenses related to the divestiture of the Advanced Rehabilitation Business, which was completed on December 31, 2024.

*See “Use of Non-GAAP Financial Measures” for more details.

Reconciliation of Other Reported GAAP Measures to Non-GAAP Measures

Three Months Ended June 27, 2026

Gross Profit

Operating Expenses(a)

R&D

Operating Income

Net Income

Diluted EPS(j)

Reported GAAP measure

$

105,666

$

83,366

$

3,173

$

19,127

$

36,205

$

0.47

Reported GAAP margin

69.0

%

12.5

%

Depreciation and amortization(b)

9,893 

1,041 

10,945 

10,945 

0.13 

Restructuring costs(c)

— 

(415)

— 

(415)

(415)

— 

Shareholder litigation costs(d)

— 

— 

— 

Debt refinancing(f)

— 

— 

— 

Other items(g)

— 

— 

— 

Tax effect of adjusting items(h)

— 

— 

— 

— 

(2,722)

(0.03)

Valuation allowance and tax adjustments(i)

— 

— 

— 

— 

(24,639)

(0.35)

Non-GAAP measure

$

115,559

$

82,402

$

3,162

$

29,995

$

19,690

$

0.22

Non-GAAP margin

75.4

%

19.6

%

Non-GAAP Gross Margin

Non-GAAP Operating Expenses

Non-GAAP R&D

Non-GAAP Operating Income

Non-GAAP Net income

Adjusted EPS

Three Months Ended June 28, 2025

Gross Profit

Operating Expenses(a)

R&D

Operating Income

Net Income

Diluted EPS(j)

Reported GAAP measure

$

102,090

$

80,550

$

3,172

$

18,368

$

9,272

$

0.11

Reported GAAP margin

69.1

%

12.4

%

Depreciation and amortization(b)

10,603 

1,439 

12,049 

12,049 

0.14 

Shareholder litigation costs(d)

— 

— 

— 

Loss on disposal of a business(e)

— 

— 

— 

Debt refinancing(f)

— 

— 

— 

Other items(g)

— 

(47)

— 

Tax effect of adjusting items(h)

— 

— 

— 

— 

(3,088)

(0.04)

Non-GAAP measure

$

112,693

$

78,972

$

3,076

$

30,645

$

18,485

$

0.21

Non-GAAP margin

76.3

%

20.8

%

Non-GAAP Gross Margin

Non-GAAP Operating Expenses

Non-GAAP R&D

Non-GAAP Operating Income

Non-GAAP Net income

Adjusted EPS

Six Months Ended June 27, 2026

Gross Profit

Operating Expenses(a)

R&D

Operating

Income

Net Income

Diluted EPS(j)

Reported GAAP measure

$

196,435

$

163,252

$

5,640

$

27,543

$

40,151

$

0.52

Reported GAAP margin

68.9

%

9.7

%

Depreciation and amortization(b)

19,980 

2,148 

22,150 

22,150 

0.26 

Restructuring costs(c)

— 

— 

— 

Shareholder litigation costs(d)

— 

— 

— 

Debt refinancing(f)

— 

— 

— 

Other items(g)

— 

— 

— 

Tax effect of adjusting items(h)

— 

— 

— 

— 

(5,686)

(0.07)

Valuation allowance and tax adjustments(i)

— 

— 

— 

— 

(24,639)

(0.35)

Non-GAAP measure

$

216,415

$

160,524

$

5,618

$

50,273

$

32,480

$

0.36

Non-GAAP margin

75.9

%

17.6

%

Non-GAAP Gross Margin

Non-GAAP Operating Expenses

Non-GAAP R&D

Non-GAAP Operating Income

Non-GAAP Net Income

Adjusted EPS

*See “Use of Non-GAAP Financial Measures” for more details.

Six Months Ended June 28, 2025

Gross Profit

Operating Expenses(a)

R&D

Operating Income

Net Income

Diluted EPS(j)

Reported GAAP measure

$

185,146

$

155,726

$

6,183

$

23,237

$

5,950

$

0.07

Reported GAAP margin

68.2

%

8.6

%

Depreciation and amortization(b)

20,868 

3,032 

23,914 

23,914 

0.28 

Shareholder litigation costs(d)

— 

— 

— 

Loss on disposal of a business(e)

— 

— 

— 

Debt refinancing(f)

— 

— 

— 

Other items(g)

— 

0.01 

Tax effect of adjusting items(h)

— 

— 

— 

— 

(6,277)

(0.07)

Non-GAAP measure

$

206,014

$

151,659

$

6,011

$

48,344

$

24,680

$

0.29

Non-GAAP margin

75.9

%

17.8

%

Non-GAAP Gross Margin

Non-GAAP Operating Expenses

Non-GAAP R&D

Non-GAAP Operating Income

Non-GAAP

Net Income

Adjusted EPS

(a)The "Reported GAAP Measure" under the "Operating Expenses" column is a sum of all GAAP operating expense line items, excluding research and development.

(b)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.

(c)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.

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

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

(f)Consisted of third-party fees associated with our 2025 Credit Agreement.

(g)Other items include charges associated with strategic transactions, such as potential acquisitions or divestitures, as well as costs related to a transformative project aimed at redesigning the Company's systems and information processing infrastructure.

Other items during the 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.

(h)An estimated tax impact for adjustments to Non-GAAP Net Income was calculated by applying a rate of 25.1% for the three and six months ended June 27, 2026 and June 28, 2025.

(i)Valuation allowance and tax adjustments for the three and six months ended June 27, 2026 include the removal of $24.6 million, of which $21.8 million relates to discrete tax adjustments and $2.8 million relates to non-discrete items, both associated with changes in the deferred tax valuation allowance that are not commensurate with Non-GAAP Net Income* and Adjusted EPS*. These adjustments are recorded at the Bioventus Inc. parent company level and are therefore not adjusted to remove the impact of noncontrolling interest.

(j)Adjustments are pro-rated to exclude the weighted average non-controlling interest ownership of 18.8% and 19.1%, respectively, for the three and six months ended June 27, 2026 and June 28, 2025.

Investor Inquiries and Media:

Dave Crawford

Bioventus

investor.relations@bioventus.com

Joele Frank, Wilkinson Brimmer Katcher:

Kelly Sullivan / Kara Brickman

1-212-355-4449

Source: Bioventus Inc.. This release was filed with the U.S. Securities and Exchange Commission on Aug 5, 2026 and is reproduced here as issued. View the filing.

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