DEF 14A of QuidelOrtho Corp, Apr 27, 2026

DEF 14A of QuidelOrtho Corp

Filed Apr 27, 2026 · FY20250001906324-26-000018

Open on EDGAR

  1. Director Nominees

    Director Nominees We are seeking your vote FOR ALL of the director nominees below:

  2. Director Nominees

    | Name | Age | Director Since | Principal Occupation | | Brian J. Blaser | 61 | 2024 | President and Chief Executive Officer (“CEO”) of QuidelOrtho | | Kenneth F. Buechler, Ph.D., Chair | 72 | 2007 | Co-founder and former President and Chief Scientific Officer of Biosite, Inc. | | John R. Chiminski | 62 | 2024 | Former Executive Chair, President and Chief Executive Officer of Catalent, Inc. | | Evelyn S. Dilsaver | 70 | 2022 | Former President and Chief Executive Officer of Charles Schwab Investment Management | | R. Scott Huennekens | 61 | 2024 | Former Chairman, President and Chief Executive Officer of Verb Surgical, Inc. | | Edward L. Michael | 69 | 2018 | Managing Partner and Co-founder of LionBird Ventures and former Executive Vice President, Diagnostics Products at Abbott Laboratories | | Mary Lake Polan, M.D., Ph.D., M.P.H. | 82 | 1993 | Professor of Clinical Obstetrics, Gynecology and Reproductive Sciences, Yale University School of Medicine | | Ann D. Rhoads | 60 | 2020 | Former Chief Financial Officer of Forty Seven, Inc. | | Kenneth J. Widder, M.D. | 73 | 2014 | Former Chief Executive Officer of Sydnexis, Inc. | | Joseph D. Wilkins Jr. | 64 | 2021 | Senior Advisor for THEO Transformation Advisory and former executive at Atlantic Health System, Quest Diagnostics and Danaher-Beckman Coulter |

  3. Director Nominees

    | QuidelOrtho | 2 | 2026 Proxy Statement |

  4. Director Nominees

    | Table of Contents | Proxy Statement Summary |

  5. Nominees for Election

    Nominees for Election In accordance with our Amended & Restated Bylaws (the “Bylaws”), currently, the Board has fixed the number of directors constituting the Board at 11. On January 30, 2026, Matthew W. Strobeck, a current member of the Board, provided notice to the Board of his decision not to stand for re-election at the Annual Meeting. Dr. Strobeck will serve as a Board member until the Annual Meeting, and the size of the Board will be reduced from 11 to 10 directors as of the Annual Meeting. Our directors are elected at each annual meeting of stockholders for a one-year term. The Nominating and Corporate Governance Committee of the Board (the “Nominating and Governance Committee”) has recommended, and our Board has nominated Brian J. Blaser, Kenneth F. Buechler, John R. Chiminski, Evelyn S. Dilsaver, R. Scott Huennekens, Edward L. Michael, Mary Lake Polan, Ann D. Rhoads, Kenneth J. Widder and Joseph D. Wilkins Jr. for election to our Board at the Annual Meeting. In this Proposal One, stockholders are being asked to elect each of the 10 nominees to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified or until their earlier death, resignation or removal. Each of the nominees was most recently elected by stockholders at the 2025 annual meeting of stockholders. Each of the 10 nominees has consented to serve as a director if elected. Unless authority to vote for any director nominee is withheld, it is intended that each proxy received by the Company will be voted FOR ALL of the nominees. If, before the Annual Meeting, any of the nominees for director should become unable to serve if elected, or, for good cause, unwilling to serve, it is intended that shares represented by proxies received by the Company will be voted for such substitute nominees, if any, as may be recommended by the Board, or the Board may decrease the size of the Board.

  6. Nominees for Election

    | QuidelOrtho | 9 | 2026 Proxy Statement |

  7. Nominees for Election

    | Proposal One | Table of Contents |

  8. Biographical Information

    Biographical Information

  9. Biographical Information

    | Brian J. Blaser PRESIDENT AND CHIEF EXECUTIVE OFFICER Age: 61 Director Since: 2024 Committees: None | Mr. Blaser became our President, CEO, and a director in May 2024. Mr. Blaser previously served as Executive Vice President, Diagnostic Products of Abbott Laboratories, a global medical device company, from 2012 to June 2019, where he oversaw the company’s global diagnostics organization, including its core laboratory, point of care, rapid diagnostics and molecular diagnostics businesses. Prior to that role, Mr. Blaser served in various strategic, operational and diagnostic roles at Abbott Laboratories, since joining the company in 2004. Previously, he served in various leadership positions in operations, finance and engineering at the Ortho Clinical Diagnostics™ (“Ortho”) division of Johnson & Johnson, Eastman Kodak and General Motors. Mr. Blaser served on the board of directors of Quanterix Corp., a life sciences company, from 2023 to 2024. He also previously served on the board of directors of Meridian Bioscience Inc. and as senior advisor to McKinsey & Company. He currently serves as a member of the Board of Trustees of the University of Dayton and as the chair of the AdvaMedDx Division Board of Directors. Mr. Blaser received his M.B.A. with a Finance concentration from the Rochester Institute of Technology and his B.Sc. in Mechanical Engineering Technology from the University of Dayton. Mr. Blaser brings extensive diagnostics and senior leadership experience through his 15 years at Abbott Laboratories and his tenure at Ortho. He also has substantial governance experience through his service on the boards of directors of other public companies. Other Current Public Company Directorships: None Prior Public Company Directorships Within the Past 5 Years: Quanterix Corp. until 2024 |

  10. Biographical Information

    | QuidelOrtho | 10 | 2026 Proxy Statement |

  11. Biographical Information

    | Table of Contents | Proposal One |

  12. Biographical Information

    | Kenneth F. Buechler, Ph.D. CHAIR OF THE BOARD INDEPENDENT Age: 72 Director Since: 2007 Committees: Nominating and Governance Committee and Science and Technology Committee (Chair) | Dr. Buechler has served as the Chair of the Board since December 2022, and from August 2015 to May 2022. He previously served as the Lead Independent Director from May 2022 to December 2022. Dr. Buechler co-founded Biosite Inc. and held various roles there from 1988 until its acquisition by Alere Inc. in 2007, including serving as a director, President and Chief Scientific Officer, Senior Vice President, Research and Development, and Vice President, Research and Director of Chemistry. Prior to co-founding Biosite, Dr. Buechler was a senior research scientist for the diagnostics research and development group at Hybritech Inc. Dr. Buechler currently serves as a director of TriVirum, Inc. He previously served as chair of the board of directors of Sequenom Inc., a life sciences company, until its acquisition in September 2016, on the board of directors of Astute Medical Inc., a company that develops biomarkers for acute medical conditions, until its acquisition in April 2018, and on the board of directors of Edico Genome Inc., a DNA sequencing technology company, until its acquisition in May 2018. Dr. Buechler received his Ph.D. in Biochemistry and his bachelor’s degree in Chemistry from Indiana University. Dr. Buechler brings extensive experience in the field of diagnostics as a scientist and through his founding of Biosite Inc. He also has extensive executive leadership and governance experience through his service on the boards of directors of other companies. Other Current Public Company Directorships: None Prior Public Company Directorships Within the Past 5 Years: None |

  13. Biographical Information

    | QuidelOrtho | 11 | 2026 Proxy Statement |

  14. Biographical Information

    | Proposal One | Table of Contents |

  15. Biographical Information

    | John R. Chiminski INDEPENDENT Age: 62 Director Since: 2024 Committees: Audit Committee and Science and Technology Committee | Mr. Chiminski most recently served as the Executive Chair of Catalent, Inc., a global contract development and manufacturing organization, from July 2022 to June 2023, and previously served as its President and Chief Executive Officer from March 2009 to July 2022. He joined Catalent after more than 20 years of experience at GE Healthcare in engineering, operations, and senior leadership roles. From 2007 to 2009, Mr. Chiminski was President and Chief Executive Officer of GE Medical Diagnostics. From 2005 to 2007, he served as Vice President and General Manager of GE Healthcare’s Global Magnetic Resonance Business, and from 2001 to 2005, as Vice President and General Manager of Global Healthcare Services. Earlier at GE, he held various cross-functional leadership positions in both manufacturing and engineering. Mr. Chiminski currently serves as a director of Radiology Partners, Inc., a company that provides technology-enabled radiology services. Mr. Chiminski holds a B.S. from Michigan State University and an M.S. from Purdue University, both in electrical engineering, as well as a Master’s degree in Management from the Kellogg School of Management at Northwestern University. Mr. Chiminski brings substantial executive leadership experience through his former roles as President and Chief Executive Officer of Catalent, Inc. from 2009 to 2022 and GE Medical Diagnostics from 2007 to 2009. He has extensive industry expertise through his service in various senior leadership roles at GE Healthcare and has significant experience serving on the boards of directors of various public companies. Other Current Public Company Directorships: None Prior Public Company Directorships Within the Past 5 Years: •Catalent, Inc. until 2023 •PhenomeX Inc. until 2023 |

  16. Biographical Information

    | QuidelOrtho | 12 | 2026 Proxy Statement |

  17. Biographical Information

    | Table of Contents | Proposal One |

  18. Biographical Information

    | Evelyn S. Dilsaver INDEPENDENT Age: 70 Director Since: 2022 Committees: Audit Committee | Ms. Dilsaver previously served as President and Chief Executive Officer of Charles Schwab Investment Management, the mutual fund arm of The Charles Schwab Corporation, from 2004 to 2007. Prior to that, Ms. Dilsaver served in various leadership roles at The Charles Schwab Corporation for more than 16 years beginning in 1991, including as Executive Vice President and Senior Vice President, Asset Management Products and Services of Charles Schwab Investment Management. Ms. Dilsaver also serves as a director of Bailard Private Real Estate Fund, a private company, and as an advisory board member at Protiviti Inc. Ms. Dilsaver received her B.A. in Accounting from California State University-Hayward, School of Business and Economics and participated in the Stanford Graduate School of Business, Senior Executive Program. Ms. Dilsaver has extensive executive leadership experience through her former role as President and Chief Executive Officer of Charles Schwab Investment Management, as well as various senior executive leadership roles at the Charles Schwab Corporation spanning over 16 years. Ms. Dilsaver brings extensive background and knowledge across both the financial and healthcare industries, as well as significant experience serving on the boards of directors of various public companies, including serving as a director and chair of the audit committee of Ortho until May 2022. Other Current Public Company Directorships: •Tempur Sealy International Inc. - Audit Committee (chair) and Nominating and Corporate Governance Committee •Health Equity, Inc. – Nominating and Corporate Governance Committee (chair) •PACS Group - Nominating and Corporate Governance Committee (chair), Audit Committee and Compensation Committee Prior Public Company Directorships Within the Past 5 Years: Ortho until May 2022 – Audit Committee (chair) |

  19. Biographical Information

    | QuidelOrtho | 13 | 2026 Proxy Statement |

  20. Biographical Information

    | Proposal One | Table of Contents |

  21. Biographical Information

    | R. Scott Huennekens INDEPENDENT Age: 61 Director Since: 2024 Committees: Compensation Committee and Nominating and Corporate Governance Committee | Mr. Huennekens most recently served as Interim President and Chief Executive Officer of Hyperfine, Inc., a medical technology company, from July 2022 to October 2022. Prior to this role, he served as the President, Chief Executive Officer and chair of the board of directors of Verb Surgical, Inc. from August 2015 to January 2019. Prior to joining Verb Surgical, Mr. Huennekens was President, Chief Executive Officer and a board member of Volcano Corporation from March 2002 to February 2015. Mr. Huennekens currently serves as chair of the board of directors of Envista Holdings Corporation and as a director of NeuroPace Inc. He was previously on the boards of directors of Acutus Medical, Inc., NuVasive, Inc., Reva Medical, Inc., ViewRay, Inc., EndoChoice Holdings, Bellerophon Therapeutics Inc. and Hyperfine, Inc. Mr. Huennekens holds a B.S. in Business Administration from the University of Southern California and an M.B.A. from Harvard Business School. Mr. Huennekens has more than 20 years of executive leadership experience, including through his former roles as President and Chief Executive Officer of Hyperfine, Inc. from July 2022 to October 2022, Verb Surgical, Inc. from August 2015 to January 2019 and Volcano Corporation from 2002 to 2015. He also brings significant experience serving on the boards of directors of various public companies. Other Current Public Company Directorships: •Envista Holdings Corporation - Audit Committee and Nominating and Governance Committee •NeuroPace Inc. - Audit Committee Prior Public Company Directorships Within the Past 5 Years: •Acutus Medical, Inc. until January 2024 •Hyperfine, Inc. until May 2025 |

  22. Biographical Information

    | QuidelOrtho | 14 | 2026 Proxy Statement |

  23. Biographical Information

    | Table of Contents | Proposal One |

  24. Biographical Information

    | Edward L. Michael INDEPENDENT Age: 69 Director Since: 2018 Committees: Compensation Committee (Chair) and Science and Technology Committee | Mr. Michael is the Managing Partner of LionBird Ventures, a venture capital firm he co-founded in 2012, which focuses on investing in digital health and business services companies. For nearly 27 years, Mr. Michael held a variety of roles at Abbott Laboratories, including most recently as Executive Vice President, Diagnostic Products and previously in legal, commercial and operational roles in various Abbott divisions. Mr. Michael currently serves on the boards of directors of certain private LionBird portfolio companies. Mr. Michael received his B.A. from Indiana University and a J.D. from Indiana University School of Law. Mr. Michael brings substantial experience in the diagnostics industry and understanding of technology utilized by the Company through his executive leadership positions at Abbott Laboratories. Other Current Public Company Directorships: None Prior Public Company Directorships Within the Past 5 Years: None |

  25. Biographical Information

    | QuidelOrtho | 15 | 2026 Proxy Statement |

  26. Biographical Information

    | Proposal One | Table of Contents |

  27. Biographical Information

    | Mary Lake Polan, M.D., Ph.D., M.P.H. INDEPENDENT Age: 82 Director Since: 1993 Committees: Compensation Committee and Science and Technology Committee | Dr. Polan served as an Adjunct Professor in the Department of Obstetrics and Gynecology at Columbia University School of Medicine from 2007 to 2014. She rejoined the Department of Obstetrics and Gynecology at Yale University School of Medicine as a Professor of Clinical Obstetrics, Gynecology and Reproductive Sciences in 2015. Dr. Polan previously served as a Professor and Chair Emerita of the Department of Gynecology and Obstetrics at Stanford University School of Medicine from 1990 to 2005, and before that served on the faculty at Yale University. Dr. Polan received a B.A. degree from Connecticut College, a Ph.D. in Molecular Biophysics and Biochemistry and an M.D. from Yale University School of Medicine and her M.P.H. from the University of California, Berkeley. Dr. Polan remained at Yale New Haven Hospital for her residency in Obstetrics and Gynecology, followed by a Reproductive Endocrine Fellowship. Dr. Polan also serves as a director at the following private companies: NX Prenatal Inc., Or-Genix Therapeutics, Inc., Residents Diagnostics, Inc., MiraDx, Inc. and FABBiopharma, Inc. Dr. Polan is a prominent medical clinician, researcher and academician. She has extensive experience in the area of women’s health, which is an important area for us. As a medical doctor and practicing gynecologist, Dr. Polan brings an important practicing physician perspective in evaluating and overseeing the Company’s performance and strategic direction. She also has extensive governance experience through her service on the boards of directors of other companies. Other Current Public Company Directorships: None Prior Public Company Directorships Within the Past 5 Years: ChemBio Diagnostics until 2021 |

  28. Biographical Information

    | QuidelOrtho | 16 | 2026 Proxy Statement |

  29. Biographical Information

    | Table of Contents | Proposal One |

  30. Biographical Information

    | Ann D. Rhoads INDEPENDENT Age: 60 Director Since: 2020 Committees: Audit Committee (Chair) | Ms. Rhoads most recently served as Chief Financial Officer of Forty Seven, Inc., a formerly publicly-traded biotechnology company, from March 2018 to June 2020. Previously, Ms. Rhoads was the Executive Vice President and Chief Financial Officer of Zogenix, Inc., a formerly publicly-traded pharmaceutical company, from 2010 to January 2017. From 2000 to the end of 2009, Ms. Rhoads served as the Chief Financial Officer of Premier, Inc., a healthcare supply management company. From 1998 to 2000, she was the Vice President, Strategic Initiatives at Premier, Inc., and from 1993 to 1998, she was an investment professional with The Sprout Group, an institutional venture capital firm. Ms. Rhoads holds a B.S. in Finance from the University of Arkansas and an M.B.A. from Harvard Business School. Ms. Rhoads has a strong financial background as a former Chief Financial Officer of Forty Seven, Inc., Zogenix, Inc. and Premier, Inc. Ms. Rhoads is an audit committee financial expert as a result of her prior experience as Chief Financial Officer and as a board member and chair of the audit committee of other U.S. public companies. She also has extensive executive leadership and governance experience through her service on the boards of directors of other companies. Other Current Public Company Directorships: Globus Medical Inc. – Audit Committee (chair) and Nominating and Corporate Governance Committee Prior Public Company Directorships Within the Past 5 Years: •iTeos Therapeutics until August 2025 – Audit Committee (chair), Compensation Committee and Nominating and Corporate Governance Committee •Repare Therapeutics until January 2026 – Audit Committee (chair) and Nominating and Corporate Governance Committee |

  31. Biographical Information

    | QuidelOrtho | 17 | 2026 Proxy Statement |

  32. Biographical Information

    | Proposal One | Table of Contents |

  33. Biographical Information

    | Kenneth J. Widder, M.D. INDEPENDENT Age: 73 Director Since: 2014 Committees: Nominating and Governance Committee (Chair) and Science and Technology Committee | Dr. Widder has more than 30 years of experience working with biomedical companies. Dr. Widder previously served as the Executive Chair of OrphoMed Inc., a clinical-stage biopharmaceutical company, from 2017 to 2022, and was a founder, chair and Chief Executive Officer of Sydnexis, Inc., a private company developing low dose atropine for the treatment of myopia progression in children, from 2017 to 2022. Dr. Widder was a General Partner with LVP Life Science Ventures, a venture capital company for biotechnology and medical device start-ups, from 2007 to 2016. Dr. Widder holds an M.D. from Northwestern University and trained in pathology at Duke University. Dr. Widder has more than 30 years of experience leading and investing in biomedical companies. Dr. Widder also has a strong governance background through his service on the boards of directors of several other companies. As a medical doctor trained in pathology, Dr. Widder also provides valuable insight into the Company’s research pipeline, strategic direction and marketing position from the perspectives of both an executive and a physician. Other Current Public Company Directorships: Personalis, Inc. – Audit Committee and Nominating and Corporate Governance Committee Prior Public Company Directorships Within the Past 5 Years: Evoke Pharma, Inc. until December 2025 |

  34. Biographical Information

    | QuidelOrtho | 18 | 2026 Proxy Statement |

  35. Biographical Information

    | Table of Contents | Proposal One |

  36. Biographical Information

    | Joseph D. Wilkins Jr. INDEPENDENT Age: 64 Director Since: 2021 Committees: Compensation Committee and Nominating and Governance Committee | Mr. Wilkins currently serves as senior advisor for THEO Transformation Advisory, an advisory group, and has served in this position since October 2022. Previously, Mr. Wilkins served as Senior Vice President and Chief Transformation and Innovation Officer for Atlantic Health System, an integrated healthcare delivery system, from October 2016 to October 2018. Mr. Wilkins previously led commercial operations teams at Quest Diagnostics. He also held various executive leadership roles at Danaher-Beckman Coulter for approximately 28 years. Mr. Wilkins serves on the board of directors of Providence Health and Services, one of the nation’s largest healthcare systems, and the board of TGR Foundation, founded by Tiger Woods. Mr. Wilkins earned a B.A. and an M.B.A. in healthcare finance from Argosy University, is board-certified in healthcare management and serves as a Fellow of the American College of Healthcare Executives. Mr. Wilkins has more than 40 years of experience in the diagnostics and healthcare industry, including roles at healthcare consulting firms, an integrated healthcare delivery system company, and in venture capital. Other Current Public Company Directorships: None Prior Public Company Directorships Within the Past 5 Years: None |

  37. Biographical Information

    Election of each of the director nominees requires the affirmative vote of a plurality of the votes cast by the shares present virtually or represented by proxy at the Annual Meeting and entitled to vote on the election of directors. Broker non-votes, if any, and votes withheld will have no effect on the outcome of this proposal.

  38. Biographical Information

    | VOTE The Board recommends that stockholders vote “FOR ALL” director nominees set forth above. |

  39. Biographical Information

    | QuidelOrtho | 19 | 2026 Proxy Statement |

  40. Biographical Information

    Corporate Governance

  41. Deferred Compensation Program for Non-Employee Directors

    | Director Compensation | Table of Contents |

  42. Annual Equity Awards

    | Table of Contents | Director Compensation |

  43. Director Compensation Table

    Director Compensation Table The following table sets forth information relating to the compensation of our directors for the fiscal year ended December 28, 2025, other than our CEO who did not receive additional compensation as a director:

  44. Director Compensation Table

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Total ($) | | Kenneth F. Buechler, Ph.D. | 165,000 | 259,477 | 424,477 | | John R. Chiminski | 91,101 | 224,975 | 316,076 | | Evelyn S. Dilsaver | 75,000 | 210,000 | 285,000 | | R. Scott Huennekens | 91,101 | 210,000 | 301,101 | | Edward L. Michael | 95,000 | 228,973 | 323,973 | | Mary Lake Polan, M.D., Ph.D., M.P.H. | 75,000 | 232,478 | 307,478 | | Ann D. Rhoads | 100,000 | 219,994 | 319,994 | | Matthew W. Strobeck, Ph.D. | 75,000 | 210,000 | 285,000 | | Kenneth J. Widder, M.D. | 90,000 | 236,999 | 326,999 | | Joseph D. Wilkins Jr. | 75,000 | 210,000 | 285,000 |

  45. Director Compensation Table

    1.This column reports the amount of Covered Fees, including cash payments or Covered Fees deferred in exchange for RSUs (“Covered Fees RSUs”). 2.This column represents the grant date fair value with respect to the RSUs and Director Premium RSUs granted in 2025. For additional information on the valuation assumptions with respect to the 2025 grants, see the “—Annual Equity Awards” section above and Note 12 of our Consolidated Financial Statements in the Annual Report. At December 28, 2025, the aggregate number of shares of common stock subject to RSUs, including Covered Fees RSUs and Director Premium RSUs, held by each non-employee director was: Dr. Buechler 31,731 shares; Mr. Chiminski 9,755 shares; Ms. Dilsaver 6,829 shares; Mr. Huennekens 6,829 shares; Mr. Michael 16,031 shares; Dr. Polan 20,469 shares; Ms. Rhoads 10,187 shares; Dr. Strobeck 6,829 shares; Dr. Widder 15,832 shares; and Mr. Wilkins Jr. 6,829 shares. At December 28, 2025, the aggregate number of shares of common stock subject to stock options held by each non-employee director was: Dr. Buechler 5,851 shares; Dr. Strobeck 259 shares; and Dr. Widder 5,065 shares.

  46. 2026 Director Compensation

    2026 Director Compensation Consistent with the Compensation Committee’s annual review of our director compensation program, the Compensation Committee reviewed the amount of compensation paid to our non-employee directors. In connection with its review of our director compensation program, the Compensation Committee engaged Compensia and considered its advice, as well as other information. Upon the conclusion of this process, the Compensation Committee determined and recommended to the Board that there would be no change to director compensation in 2026 from the previous year.

  47. 2026 Director Compensation

    | QuidelOrtho | 35 | 2026 Proxy Statement |

  48. 2026 Director Compensation

    | Director Compensation | Table of Contents |

  49. Overview and Philosophy

    Overview and Philosophy The core objectives of our compensation program continue to be to (1) support our mission, strategic imperatives and values by adopting a “pay-for-performance” philosophy that provides incentives to our executive officers and employees that are designed to support this core objective; (2) create stockholder value and align the interests of management with those of our stockholders; and (3) attract, retain and motivate highly qualified and experienced executives. To advance these objectives, our compensation program is designed with the following principles: •provide an opportunity for the Company to communicate to our executive officers our performance expectations and priorities directly through the selection of financial and other performance measures on which executive compensation is based, and align payouts with achievement of those performance measures; •align compensation so that management shares in the value created from their efforts and the Company’s compensation expense is correlated to its profitability and stockholder returns; •balance rewards appropriately between efforts and results; •offer a competitive total compensation opportunity; and •provide a significant portion of total compensation paid to our executive officers in equity and dependent upon the achievement of performance goals of the Company. Our compensation program focuses on both short and long-term performance results of the Company and consists of three key elements: (1) base salaries, which reflect individual positions and responsibilities; (2) annual cash incentive opportunities, which are a function of the short-term performance of the Company and the individuals; and (3) long-term equity incentive opportunities under our equity incentive programs, generally in the form of grants of stock options, time-based RSUs and/or performance-based RSUs, which link the interests of our executive officers with our other stockholders. We may also make special compensation awards, when the Compensation Committee determines appropriate, to recognize changes in responsibilities and outstanding performance. Each of our compensation elements is designed to simultaneously fulfill one or more of our core compensation objectives. When setting compensation for 2025 and in determining compensation policies, the Compensation Committee continued its engagement of Compensia to advise on the Company’s executive compensation program. The Compensation Committee considered the advice of Compensia and continued to apply the same general compensation principles and philosophy. The Compensation Committee also considered the results of the stockholder advisory vote on executive compensation that took place at the 2024 annual meeting of stockholders. In that vote, which was advisory and not binding, our stockholders approved the compensation of our named executive officers as disclosed in the Proxy Statement for the 2024 annual meeting of stockholders with over 94% of votes cast in favor of the compensation of our named executive officers. In addition, at the 2025 annual meeting of stockholders, our stockholders approved the compensation of our named executive officers as disclosed in the Proxy Statement for the 2025 annual meeting of stockholders with over 90% of votes cast in favor of the compensation of our named executive officers. Such meeting occurred after the Compensation Committee set compensation for 2025, but the Compensation Committee considered such support in establishing compensation for 2026 and determined not to make any material changes directly as a result of such vote.

  50. Use of Independent Compensation Consultant

    Use of Independent Compensation Consultant The Compensation Committee retains independent compensation consultants, such as Compensia, to assist it in assessing the competitiveness of the NEOs’ compensation. Pursuant to the factors set forth in Item 407 of Regulation S-K of the Exchange Act, the Compensation Committee has reviewed the independence of Compensia and conducted a conflicts of interest assessment (taking into consideration factors specified in the Nasdaq listing standards) and has concluded that Compensia is independent and its work for the Compensation Committee has not raised any conflicts of interest. No other fees were paid to Compensia except fees related to its services to the Compensation Committee.

  51. Compensation Program Design and Key Elements Used to Achieve Compensation Objectives

    Compensation Program Design and Key Elements Used to Achieve Compensation Objectives The Compensation Committee generally reviews our executive compensation practices on an annual basis. As an initial step of this review process, the Compensation Committee, with the support of Compensia and management, reviews the composition of our peer group. The overall purpose of this peer group is to provide a market frame of reference for evaluating our current or proposed compensation arrangements, understanding compensation trends among comparable companies, and reviewing other compensation-related topics that may arise. The companies in our peer group are selected based on various criteria, including revenue and market capitalization. Our 2025 peer group was drawn from publicly-traded biotechnology, healthcare equipment, healthcare technology, healthcare services, healthcare supplies, and life sciences tools and services companies, headquartered in the United States with: •annual revenue generally between $1.0 billion and $7.1 billion; and •market capitalization generally between $679.0 million and $10.9 billion. For 2024 and 2025, the following peer group companies were used for compensation comparisons: 2024 Peer Group:

  52. Stock Option and RSU Grant Practices

    Stock Option and RSU Grant Practices As discussed above, the Company uses stock options as part of its overall compensation program. Stock options provide individuals with the right to purchase a specified number of shares of our common stock at a specific price. The Company sets the exercise price of the stock options that it awards at or above the closing price of our common stock on the grant date. Accordingly, the stock option will have value to the individual generally only if they continue their service to the Company during the vesting period and generally only if and to the extent that the market price of the underlying shares of common stock appreciates over the option term. The Company also uses time-based and performance-based RSUs as part of its overall compensation program. RSUs provide individuals with the right to receive shares of our common stock upon a specified vesting schedule or performance vesting criteria. Accordingly, RSUs will have value to the individual generally only if they continue their service to the Company during the vesting period and in the case of performance-based RSUs, generally only if the performance vesting criteria are met. RSUs will have increased value to the individual to the extent that the market price of the underlying shares of common stock appreciates, and the value of performance-based RSUs will also depend on the degree to which performance criteria are met. Awards of equity-based compensation to our executive officers, such as stock options and RSUs, are determined and approved by the Compensation Committee or the Board. Equity awards are typically granted at the time of hire for executive officers and then annually as part of the overall executive compensation review. Specific terms of the equity awards are determined based on the individual’s position in the organization, the applicable annual equity incentive program, guidance of compensation consultants, relevant compensation survey data and peer group compensation practices, as discussed above under the “—Compensation Program Design and Key Elements Used to Achieve Compensation Objectives” section. For executive officers, new hire grants are approved by the Compensation Committee or the Board when the executive officer’s hire is approved, with the actual equity award grant issued on the 15th of the month following the first date of employment. For stock options, the exercise price is set at the closing price of our common stock on that date. Equity awards granted under our annual equity incentive program are generally made as of the date of Compensation Committee or Board approval. Such approval typically occurs prior to the end of the first quarter in each calendar year, with grants effective on the date of Compensation Committee or Board approval, and for stock options, at an exercise price at or above the closing price of our common stock on the grant date. When these annual equity awards are granted to executive officers, other than our CEO and CFO, the Compensation Committee evenly allocates between stock options and RSUs, with 50% of the number of shares awarded in the form of non-qualified stock options and 50% of the number of shares awarded in the form of RSUs. In addition, the Compensation Committee has determined it would be in the best interest of stockholders to utilize a greater percentage of performance-based equity awards to incentivize our CEO and other senior executive officers to achieve certain Company performance goals. Accordingly, in February 2024 and January 2025, the Compensation Committee granted a greater percentage of equity awards to our senior executive officers in the form of performance-based RSUs. A more detailed discussion of the performance-based RSUs granted in January 2025 is provided below under the “—Annual Long-term Equity Incentive Awards” section. The Compensation Committee currently intends to continue to grant a percentage of senior executive officers’ equity awards in the form of performance-based awards. In 2025, the Compensation Committee did not take material nonpublic information into account when determining the timing and terms of equity-based awards, including stock options, and the Company did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  53. Stock Option and RSU Grant Practices

    | QuidelOrtho | 43 | 2026 Proxy Statement |

  54. Stock Option and RSU Grant Practices

    | Executive Compensation | Table of Contents |

  55. Annual Cash Incentive Program

    Annual Cash Incentive Program Our annual cash incentive program provides executive officers the opportunity to receive competitive levels of annual cash bonuses and is designed to reward them for their contributions to the Company’s annual corporate objectives and for their individual performance. Our annual cash incentive program is adopted by the Compensation Committee on an annual basis, and each participating executive officer is entitled to receive a cash bonus based on achievement of certain corporate goals and their individual performance. Corporate and individual performance goals and bonus payouts are calibrated to strike the appropriate balance between being reasonably achievable, and thereby motivating executives, and targeting improved performance. The balance is intended to result in the Company receiving an appropriate return on its investment in the annual cash incentive program. Corporate performance goals are selected to require sustained performance and results from executive officers. Individual performance goals are established each year and tailored for each executive’s area of expertise and responsibilities and designed to advance the Company’s strategy, objectives and initiatives. Each eligible executive officer’s potential cash bonus under the annual cash incentive program is expressed as a percentage of base salary as of the end of the fiscal year. In April 2025, the Compensation Committee approved a cash incentive plan applicable to our executive officers and certain other employees for the 2025 fiscal year (the “2025 Cash Incentive Plan”). For executive officers, the 2025 Cash Incentive Plan had two components to determine their bonus payout: (1) corporate performance, which comprised 70% of their bonus payout (the “Company Component”), and (2) individual performance, which comprised 30% of their bonus payout (the “Individual Component”).

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  58. Annual Cash Incentive Program

    The Company Component was predicated upon achievement of both (1) revenue targets and (2) adjusted EBITDA targets, each as determined by the Compensation Committee and/or the Board (the “Financial Targets”). Each of these Financial Targets included targets at minimum, plan/target and maximum payout. The minimum targets served as the threshold level of performance upon which the incentive pool would begin to fund for that Financial Target. While each of the Financial Targets was measured independently, bonus payouts under the 2025 Cash Incentive Plan were conditioned on the Company achieving the minimum target for adjusted EBITDA, unless, in the sole judgment of the Compensation Committee, there were compelling reasons to grant exceptions to this condition. Achievement of the Financial Target at plan/target earned the target cash incentive opportunity. The maximum targets served as the point at which executive officers earn the highest possible cash incentive opportunity for that Financial Target. Bonus payouts were calculated along a linear continuum of the Financial Targets from minimum to plan/target and from plan/target to maximum. The Compensation Committee may adjust the Financial Targets to take into account acquisitions and divestitures and the respiratory season (so that executive officers are not rewarded or penalized for the financial impact of transactions or events that were not anticipated when the Financial Targets were originally set) and may exercise discretion in modifying bonus payouts to take into account significant events that were not contemplated under the plan, including unexpected changes in the prevalence of respiratory disease. Under the 2025 Cash Incentive Plan, bonus payouts under the Company Component were weighted 40% for the revenue target and 60% for the adjusted EBITDA target. For purposes of the 2025 Cash Incentive Plan, adjusted EBITDA is as disclosed in the Company’s filings with the SEC and is net income before interest expense, net, provision for income taxes and depreciation and amortization for the 2025 fiscal year attributable to the Company, adjusted to exclude: (1) variances attributable to fluctuations in foreign exchange rates (i.e., constant currency basis); (2) acquisition and integration costs; and (3) impacts of certain non-cash, unusual or other items that are included in net income that the Company does not consider indicative of its ongoing operating performance.

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  61. Annual Cash Incentive Program

    The table below sets forth the threshold, target and maximum goals and actual results for the Company Component of the 2025 Cash Incentive Plan. In line with peer compensation practices, the Compensation Committee established the Financial Targets under the 2025 Cash Incentive Plan based on our 2025 annual operating plan and prevailing industry conditions. Modest downward adjustments were made to certain revenue targets under the 2025 Cash Incentive Plan compared to those under the 2024 Cash Incentive Plan, consistent with an anticipated reduction in COVID-19 revenues in 2025, the absence of one-time, non-recurring revenue payments in 2025, and the wind-down of our U.S. donor screening business. However, adjusted EBITDA targets under the 2025 Cash Incentive Plan were set higher than those under the 2024 Cash Incentive Plan to reflect expectations for improved operating and cost discipline, portfolio optimization and margin expansion. The Compensation Committee established the Financial Targets under the 2025 Cash Incentive Plan to reinforce rigorous pay-for-performance alignment, which were deemed to be challenging yet reasonably achievable to motivate executives to target improved performance.

  62. Annual Cash Incentive Program

    | Financial Targets (In millions)(1) | Threshold ($) | Plan/Target ($) | Maximum ($) | Actual ($) | | Revenue (40% Weighted) | 2,610 | 2,747 | 3,022 | 2,726 | | Adjusted EBITDA (60% Weighted) | 570 | 600 | 660 | 613 |

  63. Annual Cash Incentive Program

    1.Based on constant currency and excludes the impact of foreign exchange. With respect to the Individual Component, the CEO had the opportunity to adjust the bonus payout to each of the other executive officers to account for their individual performance during 2025, which were then approved by the Compensation Committee. This opportunity to adjust bonus payouts allowed the CEO to differentiate and appropriately recognize the contributions of each executive officer to the Company’s goals for 2025. Performance against established goals and objectives was used as a guideline for any adjustments made to bonus payouts. An executive must receive an annual performance review of at least “mostly achieved” in order to initiate payment under the Individual Component. The bonus payable under the Individual Component may be set between 25% and 150% of the executive’s target individual performance bonus. Notwithstanding the Individual Component, achievement of the adjusted EBITDA target would determine whether the 2025 Cash Incentive Plan was funded and achievement of the Company Component would determine the overall bonus pool available under the plan. Aggregate bonus payouts paid under the 2025 Cash Incentive Plan may not exceed the overall bonus pool available under the plan. The following table sets forth the threshold, plan/target and maximum bonus potential under the 2025 Cash Incentive Plan for each NEO as a percentage of such NEO’s base salary:

  64. Annual Cash Incentive Program

    | Name | Threshold (%) | Plan/Target (%) | Maximum (%) | | Brian J. Blaser President and CEO | 26.25 | 125.0 | 187.5 | | Joseph M. Busky CFO | 21.0 | 100.0 | 150.0 | | Michelle A. Hodges Former CLO | 21.0 | 100.0 | 150.0 | | Philip D. McLellan COO | 15.75 | 75.0 | 112.5 | | Jonathan P. Siegrist EVP of R&D and CTO | 15.75 | 75.0 | 112.5 |

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  67. Annual Cash Incentive Program

    In January 2026, the Compensation Committee approved the following target achievements and bonus payouts under the 2025 Cash Incentive Plan for each NEO, which was subject to the Company’s audited financial statements for fiscal year 2025 being consistent with the preliminary unaudited financial performance presented to the Compensation Committee and bonus payouts being appropriately adjusted in the event of any changes:

  68. Annual Cash Incentive Program

    | Name | Company Component(1) (%) | Individual Component (%) | Bonus ($) | | Brian J. Blaser President and CEO | 102.8 | 100.0(2) | 1,274,500 | | Joseph M. Busky CFO | 102.8 | 150.0(3) | 795,328 | | Michelle A. Hodges Former CLO | 102.8 | 100.0(2) | 637,250 | | Philip D. McLellan COO | 102.8 | 100.0(2) | 393,821 | | Jonathan P. Siegrist EVP of R&D and CTO | 102.8 | 110.0(4) | 452,640 |

  69. Annual Cash Incentive Program

    1.Calculated based on achievement of (a) the revenue target below the plan/target level at 92% and (b) the adjusted EBITDA target above the plan/target level at 110%. 2.Messrs. Blaser and McLellan and Ms. Hodges achieved their respective pre-established individual performance goals and, as a result, were each awarded 100% under the Individual Component. 3.Mr. Busky was awarded 150% under the Individual Component to recognize him for exceeding his pre-established individual goals, including his leadership on various Company strategic initiatives and for driving efforts to improve business efficiency. 4.Dr. Siegrist was awarded 110% under the Individual Component to recognize him for exceeding his pre-established individual goals in achieving key R&D milestones, advancing the R&D pipeline and strengthening the R&D organization and processes.

  70. Deferred Bonus Program

    Deferred Bonus Program Prior to the start of each respective cash incentive plan year, each NEO is eligible to elect to participate in the QuidelOrtho Employee Deferred Compensation Plan with respect to any bonus awards received under the 2025 Cash Incentive Plan, 2026 Cash Incentive Plan (as defined below) and future cash incentive plans. Under the Employee Deferred Compensation Plan, participating officers may elect to receive 50% or 100% of the cash value of their respective bonus award (the “Covered Bonus”) (payable (if applicable) per the terms and conditions of the applicable cash incentive plan) in the form of fully vested RSUs (the “Converted RSUs”), plus an additional premium on such percentage of the Covered Bonus in the form of additional RSUs, which are subject to a one-year vesting requirement (the “Premium RSUs”). The additional premium applicable to the Premium RSUs is determined based on the length of time of the deferral period (between the grant date, which is the date on which the bonus is otherwise payable, and the date the shares of common stock underlying the Converted RSUs are to be issued) selected by the participating officer as follows: (1) if one (1) year from the grant date, a premium of 10% on the amount deferred of the Covered Bonus; (2) if two (2) years from the grant date, a premium of 20% on the amount deferred of the Covered Bonus; or (3) if four (4) years from the grant date, a premium of 30% on the amount deferred of the Covered Bonus. Other than Ms. Hodges, the NEOs did not participate in the 2025 Employee Deferred Compensation Plan or the 2026 Employee Deferred Compensation Plan. Ms. Hodges elected to participate in the 2025 Employee Deferred Compensation Plan and deferred 50% of her 2025 Covered Bonus for a period of four years, which is irrevocable.

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  73. Deferred Bonus Program

    The Converted RSUs are fully vested on the grant date. The Premium RSUs are fully vested on the first anniversary of the grant date. Subject to the terms and conditions in the grant award agreement, the shares of common stock underlying Converted RSUs will be issued as soon as administratively practicable after the earliest of: (1) the end of the deferral period selected by the participating officer; (2) the participating officer’s separation from the Company; or (3) a Change in Control (as defined in the 2018 Plan). The shares of common stock underlying the Premium RSUs have the same applicable issuance periods as outlined in the foregoing sentence for Converted RSUs with acceleration of the one-year vesting requirement in connection with a Change in Control, subject to the participating officer’s continued service through to the date of such Change in Control. If a participating officer’s service is terminated for any reason (outside of a Change in Control) prior to the one-year vesting requirement, the Premium RSUs will be forfeited and canceled as of the date of such termination of service.

  74. Annual Long-term Equity Incentive Awards

    Annual Long-term Equity Incentive Awards Annual long-term equity incentive awards in the form of stock options, time-based RSUs and/or performance-based RSUs are intended to align the interests of our executive officers with those of our other stockholders and promote retention of our executive officers by using continued service, and in the case of performance-based awards, the achievement of specified performance criteria, as a requirement to receive the value of the awards. The number of shares of common stock underlying stock option and/or RSU grants is related to the executive officer’s role, level of responsibility and individual performance and allows executives to share in the value they help create. Generally, the Compensation Committee does not consider an executive officer’s stock holdings or outstanding equity awards in determining the number of equity awards to be granted; however, the Compensation Committee does consider the total number of outstanding shares of our common stock, the relative dilution to stockholders, as well as our gross equity burn rate, issued equity overhang and total equity overhang in determining the number of equity awards to be granted. The Compensation Committee also considers current market conditions using Compensia’s analysis of competitive market data and peer group compensation practices. The Compensation Committee believes that our executive officers should be fairly compensated each year relative to market pay levels of the Company’s peer group. The Compensation Committee views long-term equity incentive awards as a primary compensation means for retaining executives. In January 2025, the Compensation Committee approved the 2025 long-term equity incentive program (the “2025 Equity Incentive Program”), which includes a performance-based long-term incentive program (the “2025 Performance LTI Program”). The 2025 Performance LTI Program applied to Messrs. Blaser and Busky. Under the 2025 Equity Incentive Program, each NEO received equity awards in the form of non-qualified stock options, time-based RSUs and/or performance-based RSUs as follows:

  75. Annual Long-term Equity Incentive Awards

    | Name | Performance-based RSUs (# shares) | Non-qualified Stock Options (# shares) | Time-based RSUs (# shares) | Target Dollar Value of Aggregate Award ($) | | Brian J. Blaser President and CEO | 96,507 | — | 64,338 | 7,000,000 | | Joseph M. Busky CFO | 25,275 | — | 25,276 | 2,200,000 | | Michelle A. Hodges Former CLO | — | 23,508 | 23,509 | 1,600,000 | | Philip D. McLellan COO | — | 14,692 | 14,693 | 1,000,000 | | Jonathan P. Siegrist EVP of R&D and CTO | — | 7,347 | 7,346 | 500,000(1) |

  76. Annual Long-term Equity Incentive Awards

    1.The aggregate value of Dr. Siegrist’s equity award was established in September 2024 in connection with his employment offer.

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  79. Annual Long-term Equity Incentive Awards

    Under the 2025 Performance LTI Program, (1) Mr. Blaser received equity awards with 40% of the aggregate award value in the form of time-based RSUs and 60% of the aggregate award value in the form of performance-based RSUs and (2) Mr. Busky received equity awards with 50% of the aggregate award value in the form of time-based RSUs and 50% of the aggregate award value in the form of performance-based RSUs. The performance-based RSUs are measured against total shareholder return (“TSR” and such performance-based RSUs, we refer to as the “TSR PSUs”). The 2025 Performance LTI Program provides the opportunity to earn up to the maximum number of TSR PSUs at the end of a three-year performance period from January 1, 2025 to December 31, 2027 based on the Company’s relative TSR rank against a predefined TSR comparison group that is comprised of the companies listed in the S&P Midcap 400 Health Sector Index at the time of grant (the “Comparison Group”). TSR is measured based on the 30 trading days immediately preceding the performance period and the 30 trading days at the end of the performance period. Based on the Company’s relative percentile achievement of TSR over the performance period against the Comparison Group, the participating NEOs would earn a specified percentage of TSR PSUs as follows:

  80. Annual Long-term Equity Incentive Awards

    | Percentile Rank Relative TSR | Payout % of Target PSUs | | <25th | 0% | | 25th | 50% | | 50th | 100% | | 75th or better | 200% |

  81. Annual Long-term Equity Incentive Awards

    Payouts for achievement in between these relative TSR percentiles are scaled linearly. Payout is capped at 100% of the TSR PSUs if our stock price depreciates during the performance period, even if the Company’s relative percentile achievement of TSR against the Comparison Group is above 50%. The vesting periods for the TSR PSUs are each over a three-year period. For example, if an NEO retires at the end of the first year, he will be eligible to receive one-third of the total payout at the end of the three-year performance period, subject to achievement of the targets. For Ms. Hodges, Mr. McLellan and Dr. Siegrist, the Compensation Committee determined to equally weight the number of shares awarded to them for long-term equity awards between stock options and time-based RSUs, which the Compensation Committee believed was in alignment with peer group practices. In 2025, for Ms. Hodges, Mr. McLellan and Dr. Siegrist, approximately 50% of their equity award shares were provided in the form of non-qualified stock options and approximately 50% of their equity award shares were provided in the form of time-based RSUs. The vesting for the non-qualified stock options is over a three-year period, with one-third of the underlying shares of common stock vesting each year on the anniversary of the grant date. The stock options have an exercise price equal to the closing price of our common stock on the grant date. The vesting periods for the time-based RSUs are each over a three-year period, with one-third of the underlying shares of common stock vesting each year on the anniversary of the grant date.

  82. Annual Cash Incentive Program

    Annual Cash Incentive Program For the cash incentive plan applicable to our executive officers and certain other employees for the 2026 fiscal year (the “2026 Cash Incentive Plan”), the Compensation Committee determined to maintain a structure substantially similar to the 2025 Cash Incentive Plan. However, for 2026, adjusted free cash flow was added as a third financial target in addition to revenue and adjusted EBITDA. In addition, the Company Component was increased from 70% of bonus payout to 90% and the Individual Component was decreased from 30% of bonus payout to 10%. For purposes of the 2026 Cash Incentive Plan, adjusted free cash flow is operating cash flow minus capital expenditures, including investments, net of proceeds from government assistance allocated to fixed assets. The Compensation Committee reviewed the threshold, plan/target and maximum bonus potential under the 2026 Cash Incentive Plan for each NEO, and determined that there would be no change to the NEOs’ bonus potential under the 2026 Cash Incentive Plan from those under the 2025 Cash Incentive Plan.

  83. Annual Long-term Equity Incentive Awards

    Annual Long-term Equity Incentive Awards In January 2026, the Compensation Committee approved the 2026 long-term equity incentive program (the “2026 Equity Incentive Program”), which includes a performance-based long-term incentive program (the “2026 Performance LTI Program”). The 2026 Performance LTI Program applies to Messrs. Blaser and Busky. Under the 2026 Equity Incentive Program, each NEO received equity awards in the form of non-qualified stock options, time-based RSUs and/or performance-based RSUs as follows:

  84. Annual Long-term Equity Incentive Awards

    | Name | Performance-based RSUs (# shares) | Non-qualified Stock Options (# shares) | Time-based RSUs (# shares) | Target Dollar Value of Aggregate Award ($) | | Brian J. Blaser President and CEO | 154,582 | — | 213,470 | 10,000,000 | | Joseph M. Busky CFO | 29,444 | — | 29,444 | 1,600,000 | | Michelle A. Hodges Former CLO | — | 38,561 | 38,562 | 1,600,000 | | Philip D. McLellan COO | — | 36,150 | 36,152 | 1,500,000 | | Jonathan P. Siegrist EVP of R&D and CTO | — | 36,150 | 36,152 | 1,500,000 |

  85. Annual Long-term Equity Incentive Awards

    Under the 2026 Performance LTI Program, (1) Mr. Blaser received equity awards with 58% of the aggregate award value in the form of time-based RSUs and 42% of the aggregate award value in the form of TSR PSUs, and (2) Mr. Busky received equity awards with 50% of the aggregate award value in the form of time-based RSUs and 50% of the aggregate award value in the form of TSR PSUs. The Compensation Committee granted a greater percentage of Mr. Blaser’s equity awards in the form of time-based RSUs in consideration of the holding power of his current equity and to recognize his performance and contributions to the Company, support retention and continuity in leadership, and maintain alignment with the Company’s pay-for-performance objectives while providing Mr. Blaser with a total equity opportunity that remains competitive with market levels. The 2026 Performance LTI Program provides the opportunity to earn up to the maximum number of TSR PSUs at the end of a three-year performance period from January 1, 2026 to December 31, 2028 based on the Company’s relative TSR rank against the Comparison Group on the same terms as the 2025 Performance LTI Program. For Ms. Hodges, Mr. McLellan and Dr. Siegrist, the Compensation Committee determined to weight the number of shares awarded for long-term equity awards between stock options and RSUs, which the Compensation Committee believed was in alignment with peer

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  88. Annual Long-term Equity Incentive Awards

    group practices. In 2026, for Ms. Hodges, Mr. McLellan and Dr. Siegrist, approximately 50% of their equity award shares were provided in the form of non-qualified stock options and approximately 50% of their equity award shares were provided in the form of time-based RSUs. The vesting for the non-qualified stock options is over a three-year period, with one-third of the underlying shares of common stock vesting each year on the anniversary of the grant date. The stock options have an exercise price equal to the closing price of our common stock on the grant date. The vesting periods for the time-based RSUs are each over a three-year period, with one-third of the underlying shares of common stock vesting each year on the anniversary of the grant date.

  89. Employment and Severance Agreements

    Employment and Severance Agreements We have entered into Severance and CIC Agreements with our NEOs in order to (1) foster their objectivity in making decisions that may result in the NEO’s position being eliminated or the NEO otherwise being involuntarily terminated or with respect to any pending or threatened change in control transaction and (2) alleviate certain risks and uncertainties with regard to our NEOs’ financial and professional security that may be created by an involuntary termination or a pending or threatened change in control transaction. The details of the Severance and CIC Agreements and any employment or retirement arrangements entered into with our NEOs are provided in the “—Employment, Severance and Change in Control Arrangements” section.

  90. Summary Compensation Table

    Summary Compensation Table The following table sets forth information relating to fiscal years 2025, 2024 and 2023 compensation of our CEO, CFO and three other most highly compensated persons serving as executive officers as of December 28, 2025:

  91. Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) ($) | Bonus(2) ($) | Stock Awards(3) ($) | Option Awards(4) ($) | Non-equity Incentive Plan Compensation(5) ($) | All Other Compensation(6) ($) | Total ($) | | Brian J. Blaser President and CEO | 2025 | 1,000,000 | — | 8,965,822 | — | 1,274,500 | 15,460 | 11,255,782 | | | 2024 | 634,615 | — | 13,434,938 | — | 863,014 | 112,370 | 15,044,937 | | Joseph M. Busky CFO | 2025 | 680,000 | 1,150,999 | 2,714,831 | — | 795,328 | 14,462 | 5,355,620 | | | 2024 | 593,167 | — | 3,290,442 | — | 714,000 | 102,001 | 4,699,610 | | | 2023 | 569,250 | 230,625 | 1,292,222 | 760,170 | — | 90,751 | 2,943,018 | | Michelle A. Hodges Former CLO | 2025 | 625,000 | 533,025 | 1,121,526 | 575,702 | 637,250 | 15,567 | 3,508,070 | | | 2024 | 539,898 | — | 1,742,892 | 356,357 | 656,250 | 15,703 | 3,311,100 | | | 2023 | 514,135 | 271,688 | 646,154 | 353,255 | — | 15,253 | 1,800,485 | | Philip D. McLellan COO | 2025 | 515,000 | 100,000 | 639,439 | 359,801 | 393,821 | 13,931 | 2,021,992 | | | 2024 | 407,266 | — | 579,564 | 219,885 | 405,563 | 9,944 | 1,622,222 | | Jonathan P. Siegrist EVP of R&D and CTO | 2025 | 575,000 | 250,000 | 319,698 | 179,925 | 452,640 | 13,833 | 1,791,096 | | | 2024 | 117,211 | 250,000 | 2,249,994 | — | 106,683 | 742 | 2,724,630 |

  92. Summary Compensation Table

    1.The amounts shown reflect the base salaries earned by the NEOs during the applicable year. The amounts for Mr. Blaser and Dr. Siegrist for 2024 have been pro-rated for the respective time periods they served in their respective roles with the Company. The amount for Mr. McLellan for 2024 consists of the salary he earned in his prior role before his promotion to COO on November 15, 2024 and the salary he earned as COO after November 15, 2024. 2.The amounts shown for 2025 reflect (a) a supplemental cash bonus provided to Mr. Busky in recognition of his contributions in 2025 to the Company’s cost-savings efforts, (b) cash retention awards that were paid to Messrs. Busky and McLellan and Ms. Hodges in 2025 and (c) half of the one-time sign-on cash bonus that was paid to Dr. Siegrist in 2025. The amount shown for 2024 reflects half of the one-time sign-on cash bonus that was paid to Dr. Siegrist in 2024. The amounts shown for 2023 reflect (a) 75% of the integration/retention cash bonus award that was paid to Ms. Hodges on the first anniversary of the closing of the business combination (the “Combinations”) pursuant to a Business Combination Agreement entered into as of December 22, 2021 (the “Business Combination Agreement”), by and among Quidel, Ortho, QuidelOrtho and the other parties referenced therein, and (b) 60% of the integration/retention cash bonus award that was paid to Mr. Busky on the first anniversary of the closing of the Combinations. 3.This column represents the grant date fair value of time-based and performance-based RSUs granted during fiscal years 2025, 2024 and 2023, as well as (a) for 2025, the Premium RSUs associated with the 2024 Employee Deferred Compensation Plan and (b) for 2023, the Premium RSUs associated with the 2022 Employee Deferred Compensation Plan, as described in Note (2) of the “Nonqualified Deferred Compensation” table. See the “Grants of Plan-based Awards in Fiscal Year 2025” table for information on RSUs granted in 2025. Time-based RSUs were valued based on the closing price of our common stock on the grant date. The grant date fair values of the TSR PSUs granted in 2025 to Messrs. Blaser and Busky were measured using a Monte Carlo simulation valuation model under the definitions in Accounting Standards Codification (“ASC”) Topic 718. The simulation model applies a risk-free interest rate and an expected volatility assumption. The risk-free rate was assumed to equal the yield on a three-year Treasury bond on the grant date. Volatility was based on historical volatility for the 2.92-year period preceding the grant date. The per share value of TSR PSUs for the January 29, 2025 grants is $63.89. For these TSR PSUs, if maximum performance had been assumed, the aggregate market values as of the date of grant would have been $12,331,664 for Mr. Blaser and $3,229,640 for Mr. Busky. For additional information with respect to the 2025 grants, refer to Notes 11 and 12 of our Consolidated Financial Statements in the Annual Report.

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  95. Summary Compensation Table

    For the performance-based RSUs granted to Messrs. Blaser and Busky in 2024, a Monte Carlo simulation valuation model was used to calculate the grant date fair values. The simulation model applies a risk-free interest rate and an expected volatility assumption. The risk-free rate was assumed to equal the yield on a three-year Treasury bond on the grant date. Volatility was based on historical volatility for the 2.92-year period preceding the grant date. The per share value of TSR PSUs for the February 8, 2024 grant is $91.36 and for the May 15, 2024 grant is $66.41. 4.This column represents the grant date fair value of stock options granted during fiscal years 2025, 2024 and 2023. The grant date fair value of stock options is determined using the Black-Scholes option pricing model. The amount for Mr. Busky for 2023 also includes the incremental fair value of certain options that were modified as of February 1, 2023. For additional information on the valuation assumptions with respect to the 2025 grants, refer to Note 12 of our Consolidated Financial Statements in the Annual Report. See the “Grants of Plan-based Awards in Fiscal Year 2025” table for information on stock options granted in 2025. 5.This column represents the approved awards to each NEO under the 2025 Cash Incentive Plan, 2024 Cash Incentive Plan and 2023 Cash Incentive Plan. Each NEO could also elect to participate in the 2025 Employee Deferred Compensation Plan, 2024 Employee Deferred Compensation Plan and 2023 Employee Deferred Compensation Plan (other than Dr. Siegrist for the 2024 plan) with respect to any payments received under the 2025 Cash Incentive Plan, 2024 Cash Incentive Plan and 2023 Cash Incentive Plan, respectively. Dr. Siegrist was not eligible to participate in the 2024 Employee Deferred Compensation Plan because his service with the Company commenced after the applicable election period. The cash bonus under the 2025 Cash Incentive Plan will be paid in April 2026 and the cash bonus under the 2024 Cash Incentive Plan was paid in April 2025. The NEOs who were serving in an executive officer role in 2023 did not receive cash bonus payments for 2023. The amounts shown are inclusive of the cash component and deferred Converted RSUs component of the electing officer’s award, but do not include the Premium RSUs component, which is included as a component of the amounts in the “Stock Awards” column for the year in which such Premium RSUs were granted. 6.All other compensation for 2025 consists of the following:

  96. Summary Compensation Table

    | | Tax Gross-ups ($) | Perquisites and Other Personal Benefits ($) | 401(k) Contributions ($) | Long-term Disability(a) ($) | Group Term Life Insurance(b) ($) | | Brian J. Blaser | — | — | 10,500 | 4,398 | 562 | | Joseph M. Busky | — | — | 10,500 | 3,400 | 562 | | Michelle A. Hodges | — | — | 10,500 | 4,701 | 366 | | Philip D. McLellan | — | — | 9,954 | 3,415 | 562 | | Jonathan P. Siegrist | — | — | 10,500 | 2,771 | 562 |

  97. Summary Compensation Table

    a.The Company funded both a long-term disability plan available only to our executive officers and a long-term disability plan available to all employees, including our executive officers, in a total amount equal to 60% of the applicable NEO’s annual salary. b.The Company funded a group term life insurance plan in an amount equal to two times the NEO’s annual salary with a maximum of $650,000, a benefit that is provided to all employees.

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  100. Grants of Plan-Based Awards in Fiscal Year 2025

    Grants of Plan-Based Awards in Fiscal Year 2025 The following table sets forth all plan-based awards granted to our NEOs during fiscal year 2025:

  101. Grants of Plan-Based Awards in Fiscal Year 2025

    | Name | Grant Date | Approval Date | Estimated Future Payouts Under Non-equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#)(4) | Exercise or Base Price of Option Awards ($/sh)(5) | Grant Date Fair Value of Stock and Option Awards ($)(6) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Brian J. Blaser | 01/29/25 | 01/29/25 | — | — | — | 48,254 | 96,507 | 193,014 | — | — | — | 6,165,832 | | | 01/29/25 | 01/29/25 | — | — | — | — | — | — | 64,338 | — | — | 2,799,990 | | | | | 262,500 | 1,250,000 | 1,875,000 | — | — | — | — | — | — | — | | Joseph M. Busky | 01/29/25 | 01/29/25 | — | — | — | 12,638 | 25,275 | 50,550 | — | — | — | 1,614,820 | | | 01/29/25 | 01/29/25 | — | — | — | — | — | — | 25,276 | — | — | 1,100,012 | | | | | 142,800 | 680,000 | 1,020,000 | — | — | — | — | — | — | — | | Michelle A. Hodges | 01/29/25 | 01/29/25 | — | — | — | — | — | — | — | 23,508 | 43.52 | 575,702 | | | 01/29/25 | 01/29/25 | — | — | — | — | — | — | 23,509 | — | — | 1,023,112 | | | 04/18/25 | 01/29/25 | — | — | — | — | — | — | 3,910 | — | — | 98,415 | | | | | 131,250 | 625,000 | 937,500 | — | — | — | — | — | — | — | | Philip D. McLellan | 01/29/25 | 01/29/25 | — | — | — | — | — | — | — | 14,692 | 43.52 | 359,801 | | | 01/29/25 | 01/29/25 | — | — | — | — | — | — | 14,693 | — | — | 639,439 | | | | | 81,113 | 386,250 | 579,375 | — | — | — | — | — | — | — | | Jonathan P. Siegrist | 01/29/25 | 01/29/25 | — | — | — | — | — | — | — | 7,347 | 43.52 | 179,925 | | | 01/29/25 | 01/29/25 | — | — | — | — | — | — | 7,346 | — | — | 319,698 | | | | | 90,563 | 431,250 | 646,875 | — | — | — | — | — | — | — |

  102. Grants of Plan-Based Awards in Fiscal Year 2025

    1.These columns show the potential value of the payout for each NEO under the 2025 Cash Incentive Plan, if the threshold, target and maximum goals are satisfied for all performance measures. The business measurements, performance goals and salary and bonus multiples for determining the payout are described in the “—Compensation Discussion and Analysis—Annual Cash Incentive Program” section. Payouts were made as described in the “—Compensation Discussion and Analysis—Annual Cash Incentive Program” section and in Note (5) to the Summary Compensation Table. 2.These columns show the potential number of awards to be paid out to Messrs. Blaser and Busky related to the TSR PSUs. The TSR PSUs for Messrs. Blaser and Busky were granted in January 2025. The 2025 Performance LTI Program provides the opportunity to earn up to the maximum number of TSR PSUs at the end of a three-year performance period from January 1, 2025 to December 31, 2027 based on the Company’s relative TSR against the S&P Midcap 400 Health Sector Index. The payout scale is from 0% to 200%; the participating NEOs would earn specified percentages of TSR PSUs based on the Company’s relative percentile achievement of TSR over the performance period. If the Company’s relative TSR is less than 25%, there is no payout; if it is 25%, the payout is 50%; if it is 50%, the payout is 100%; and if it is 75% or higher, the payout is 200%. Payouts for achievement in between these relative TSR percentiles are scaled linearly. Payout is capped at 100% of the TSR PSUs if our stock price depreciates during the performance period, even if the Company’s relative TSR is above 50%. 3.This column shows the number of time-based RSUs granted in 2025 to the NEOs. Generally, time-based RSUs for the NEOs vest over a three-year period, with one-third of the underlying shares of common stock vesting each year on the anniversary of the grant date. This column also includes the number of Premium RSUs granted on April 18, 2025 to Ms. Hodges. 4.This column shows the number of stock options granted in 2025 to the NEOs. Stock options for Ms. Hodges, Mr. McLellan and Dr. Siegrist vest over a three-year period, with one-third of the underlying shares of common stock vesting each year on the anniversary of the grant date.

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  105. Grants of Plan-Based Awards in Fiscal Year 2025

    5.This column shows the exercise price for the stock options granted, which was the closing price of our common stock on the grant date. 6.This column shows the full grant date fair value under ASC Topic 718 of time-based RSUs, performance-based RSUs and stock options granted to the NEOs in 2025. For time-based RSUs, fair value is calculated using the closing price of our common stock on the grant date. For performance-based RSUs, fair value is calculated using the Monte Carlo simulation model based on the relative TSR on the grant date. The grant date fair value is the amount that we would expense in our Consolidated Financial Statements over the award’s vesting schedule, unless the NEO leaves the Company. For stock options, fair value is calculated using the Black-Scholes value on the grant date and is the amount that we would expense in our Consolidated Financial Statements over the award’s vesting schedule, unless the NEO leaves the Company. For additional information on the valuation assumptions, refer to Note 12 of our Consolidated Financial Statements in the Annual Report.

  106. Grants of Plan-Based Awards in Fiscal Year 2025

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  108. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table sets forth information on the stock options, time-based RSUs and performance-based RSUs held by the NEOs as of December 28, 2025. This table includes unexercised and unvested stock options and unvested time-based RSUs and performance-based RSUs. Each equity grant is shown separately for each NEO. The vesting schedule for each grant is shown following this table based on the grant date. The market value of the stock awards is based on the closing price of our common stock as of December 26, 2025, which was $29.30. For additional information about the stock options and RSUs, see the “—Compensation Discussion and Analysis—Annual Long-term Equity Incentive Awards” section.

  109. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | Option Grant Date | Option Awards(1) | | | | Stock Awards | | | | | | Name | | Number of Securities Underlying Unexercised Options — Exercisable (#) | Number of Securities Underlying Unexercised Options — Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Stock Award Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Brian J. Blaser | | | | | | 05/15/24(2) | | | 66,725 | 1,955,043 | | | | | | | | 05/15/24(2) | | | 93,416 | 2,737,089 | | | | | | | | 05/15/24(3) | 41,518 | 1,216,477 | | | | | | | | | | 01/29/25(2) | | | 96,507 | 2,827,655 | | | | | | | | 01/29/25(3) | 64,338 | 1,885,103 | | | | Joseph M. Busky | 07/07/20 | 42,024 | — | 119.06 | 07/07/30 | | | | | | | | 06/01/22 | 10,411 | — | 92.74 | 06/01/32 | | | | | | | | 03/28/23 | 9,850 | 4,925 | 87.46 | 03/28/33 | 03/28/23(3) | 4,925 | 144,303 | | | | | | | | | | 02/08/24(2) | | | 11,936 | 349,725 | | | | | | | | 02/08/24(3) | 11,937 | 349,754 | | | | | | | | | | 01/29/25(2) | | | 25,275 | 740,558 | | | | | | | | 01/29/25(3) | 25,276 | 740,587 | | | | Michelle A. Hodges | 12/01/20 | 2,105 | — | 188.95 | 12/01/30 | | | | | | | | 02/01/21 | 1,892 | — | 254.00 | 02/01/31 | | | | | | | | 01/31/22 | 4,828 | 1,610 | 103.36 | 01/31/32 | 01/31/22(3) | 1,610 | 47,173 | | | | | | | | | | 01/31/22(4) | 1,814 | 53,150 | | | | | 03/28/23 | 4,924 | 2,462 | 87.46 | 03/28/33 | 03/28/23(3) | 2,463 | 72,166 | | | | | 02/08/24 | 3,197 | 6,396 | 67.02 | 02/08/34 | 02/08/24(3) | 6,396 | 187,403 | | | | | | | | | | 11/18/24(3) | 10,698 | 313,451 | | | | | 01/29/25 | — | 23,508 | 43.52 | 01/29/35 | 01/29/25(3) | 23,509 | 688,814 | | | | | | | | | | 04/18/25(5) | 3,910 | 114,563 | | |

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  112. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | Option Grant Date | Option Awards(1) | | | | Stock Awards | | | | | | Name | | Number of Securities Underlying Unexercised Options — Exercisable (#) | Number of Securities Underlying Unexercised Options — Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Stock Award Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Philip D. McLellan | 11/02/20 | 1,678 | — | 248.41 | 11/02/30 | | | | | | | | 02/01/21 | 1,352 | — | 254.00 | 02/01/31 | | | | | | | | 01/31/22 | 3,380 | 1,127 | 103.36 | 01/31/32 | 01/31/22(3) | 1,127 | 33,021 | | | | | | | | | | 01/31/22(4) | 847 | 24,817 | | | | | 04/26/23 | 3,890 | 1,946 | 88.67 | 04/26/33 | 04/26/23(3) | 1,946 | 57,018 | | | | | 04/22/24 | 3,238 | 6,476 | 39.08 | 04/22/34 | 04/22/24(3) | 6,476 | 189,747 | | | | | 01/29/25 | — | 14,692 | 43.52 | 01/29/35 | 01/29/25(3) | 14,693 | 430,505 | | | | Jonathan P. Siegrist | | | | | | 10/15/24(3) | 37,314 | 1,093,300 | | | | | 01/29/25 | — | 7,347 | 43.52 | 01/29/35 | 01/29/25(3) | 7,346 | 215,238 | | |

  113. Outstanding Equity Awards at 2025 Fiscal Year-End

    1.Generally, stock options are time-based and vest over three to four years. For stock options that were not exercisable at December 28, 2025 and were granted on March 28, 2023, April 26, 2023, February 8, 2024, April 22, 2024 or January 29, 2025 presented in the table above, one-third of the underlying shares of common stock vest each year on the anniversary of the grant date over a three-year period. For the stock options that were not exercisable at December 28, 2025 and were granted on January 31, 2022 presented in the table above, 25% of the underlying shares of common stock vest each year on the anniversary of the grant date over a four-year period. 2.Represents TSR PSUs granted to Messrs. Blaser and Busky. TSR PSUs granted on February 8, 2024, May 15, 2024 and January 29, 2025 vest over a three-year performance period based on the Company’s relative TSR against the S&P Midcap 400 Health Sector Index. The February 8, 2024 grant vests based on TSR performance from January 1, 2024 to December 31, 2026, the May 15, 2024 grant vests based on TSR performance from May 6, 2024 to December 31, 2026, and the January 29, 2025 grants vest based on TSR performance from January 1, 2025 to December 31, 2027. The payout scale is from 0% to 200%; the participating NEOs would earn specified percentages of TSR PSUs based on the Company’s relative percentile achievement of TSR over the applicable performance period. If the Company’s relative TSR is less than 25%, there is no payout; if it is 25%, the payout is 50%; if it is 50%, the payout is 100%; and if it is 75% or higher, the payout is 200%. Payouts for achievement in between these relative TSR percentiles are scaled linearly. Payout is capped at 100% of the TSR PSUs if our stock price at the end of the performance period is less than our stock price at the beginning of the performance period, even if the Company’s relative TSR is above 50%. 3.Represents time-based RSUs granted to the NEOs. For RSUs granted on January 31, 2022, 25% of the RSUs vest each year on the anniversary of the grant date over a four-year period. For RSUs granted on March 28, 2023, April 26, 2023, February 8, 2024, April 22, 2024, May 15, 2024, October 15, 2024, November 18, 2024 or January 29, 2025, one-third of the RSUs vest each year on the anniversary of the grant date over a three-year period. 4.Represents integration/retention equity awards granted in the form of time-based RSUs to Ms. Hodges and Mr. McLellan. For RSUs granted on January 1, 2022, 50% of the RSUs vest on the second anniversary of the grant date and the remaining 50% of the RSUs vest in equal annual installments (25% per year) thereafter. 5.Represents Premium RSUs granted to Ms. Hodges on April 18, 2025 under the 2024 Employee Deferred Compensation Plan, which will fully vest on April 18, 2026.

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  116. Option Exercises and RSUs Vested in Fiscal Year 2025

    Option Exercises and RSUs Vested in Fiscal Year 2025 The following table sets forth RSUs that vested for the NEOs during fiscal year 2025. None of our NEOs exercised stock options during fiscal year 2025.

  117. Option Exercises and RSUs Vested in Fiscal Year 2025

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Brian J. Blaser | — | — | 20,759 | 685,670 | | Joseph M. Busky | — | — | 5,968 | 255,968 | | | — | — | 4,925 | 171,833 | | | — | — | 5,392 | 165,373 | | | — | — | 21,367 | 615,797 | | Michelle A. Hodges | — | — | 3,424 | 148,807 | | | — | — | 474 | 20,600 | | | — | — | 3,197 | 137,119 | | | — | — | 2,463 | 85,934 | | | — | — | 420 | 12,491 | | | — | — | 11,873 | 342,180 | | | — | — | 390 | 10,651 | | | — | — | 5,349 | 113,827 | | Philip D. McLellan | — | — | 1,973 | 85,747 | | | — | — | 338 | 14,689 | | | — | — | 3,237 | 79,177 | | | — | — | 1,945 | 54,635 | | | — | — | 420 | 12,491 | | | — | — | 4,749 | 136,866 | | Jonathan P. Siegrist | — | — | 18,656 | 509,495 |

  118. Option Exercises and RSUs Vested in Fiscal Year 2025

    1.The value realized on vesting reflects the number of shares subject to RSUs that vested during fiscal year 2025 multiplied by the closing price of our common stock on the applicable vesting date.

  119. Option Exercises and RSUs Vested in Fiscal Year 2025

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  121. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table sets forth compensation deferred by each NEO during fiscal year 2025:

  122. Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last FY(1) ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY(2) ($) | Aggregate Withdrawals/Distributions in Last FY ($) | Aggregate Balance at Last FYE(3) ($) | | Brian J. Blaser | — | — | — | — | — | | Joseph M. Busky | — | — | — | — | — | | Michelle A. Hodges | 328,116 | — | 69,987 | — | 398,103 | | Philip D. McLellan | — | — | (39,513) | — | 77,440 | | Jonathan P. Siegrist | — | — | — | — | — |

  123. Nonqualified Deferred Compensation

    1.Represents the amount of incentive compensation deferred under the 2024 Employee Deferred Compensation Plan by each NEO. The amount is included as a component of “Non-equity Incentive Plan Compensation” for 2024 in the Summary Compensation Table. 2.Represents the change in value of the deferred incentive compensation for each NEO relating to the 2021 Employee Deferred Compensation Plan, 2022 Employee Deferred Compensation Plan, 2023 Employee Deferred Compensation Plan and 2024 Employee Deferred Compensation Plan (collectively, the “Deferred Bonus Plans”). 3.Aggregate deferrals include deferrals from the Deferred Bonus Plans. Each employee participating in a Deferred Bonus Plan is eligible for Premium RSUs equal to either 10%, 20% or 30% of the deferred cash incentive bonus, depending on the length of deferral elected by the employee. Pursuant to the Deferred Bonus Plans, (a) Ms. Hodges received the following RSUs on April 18, 2025: 16,946 shares (including 3,910 Premium RSUs) and (b) Mr. McLellan received the following RSUs on January 31, 2022: 2,643 shares (including 634 Premium RSUs). Ms. Hodges’ deferred amount is reported as her compensation in the “Stock Awards” and “Non-equity Incentive Plan Compensation” columns of the Summary Compensation Table (with Premium RSUs being reported as “Stock Awards” in the year of grant and Converted RSUs being reported as “Non-equity Incentive Plan Compensation” in the year with respect to which the deferred cash incentive bonus was earned).

  124. CEO Pay Ratio

    CEO Pay Ratio We are providing the following information regarding the relationship of the annual total compensation of our CEO and that of our “median employee,” as required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K. The pay ratio information provided below is a reasonable estimate calculated in a manner consistent with these pay ratio disclosure rules. In determining the pay ratio information, we first identified our “median employee” for the 2025 fiscal year by using the following methodology, as permitted by the SEC’s pay ratio disclosure rules: •We selected December 28, 2025 as the date upon which we would identify our employee population and median employee and, from our tax and payroll records, we compiled a list of 6,537 total full-time, part-time, temporary and seasonal employees who were employed on that date. •We used total cash compensation during the 2025 fiscal year as a consistently applied compensation measure to identify our median employee from the employees on the list, excluding our CEO. For this purpose, we define total cash compensation as base wages. We did not include incentive cash compensation because our incentive cash compensation program does not extend throughout the organization and would therefore not be expected to impact the determination of the median employee. Once our median employee was identified in the manner described above, we calculated the annual total compensation of the median employee using the same methodology that we used to determine the annual total compensation of our CEO, as reported in the Summary Compensation Table above. For our 2025 fiscal year: •The annual total compensation of the median employee was $73,316; •The annual total compensation of our CEO, as reported in the Summary Compensation Table, was $11,255,782; and •The ratio of the annual total compensation of our CEO to the annual total compensation of the median employee was estimated to be 154 to 1. It should be noted that the SEC’s pay ratio disclosure rules provide reporting companies with flexibility in determining the methodology used to identify the median employee and the pay ratio. Accordingly, our methodology may differ materially from the methodology used by other companies to prepare their pay ratio disclosures, which may contribute to a lack of comparability between our pay ratio and the pay ratio reported by other companies, including those within our industry.

  125. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance metrics of the Company. For further information on the Company’s pay-for-performance philosophy and how the Company’s executive compensation is designed to align with the Company’s performance, refer to the “—Compensation Discussion and Analysis” section.

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  128. Pay Versus Performance

    | (a) | (b) | (c) | (b) | (c) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | Year | Summary Compensation Table Total for Mr. Blaser(1) ($) | Compensation Actually Paid to Mr. Blaser(2) ($) | Summary Compensation Table Total for Mr. Iskra(1) ($) | Compensation Actually Paid to Mr. Iskra(2) ($) | Summary Compensation Table Total for Mr. Bryant(1) ($) | Compensation Actually Paid to Mr. Bryant(2) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(3) ($) | Average Compensation Actually Paid to Non-PEO NEOs(4) ($) | Value of Initial Fixed $100 Investment Based On: | | Net (Loss) Income (in millions) (7) ($) | Adjusted EBITDA (in millions) (8) ($) | | | | | | | | | | | Total Shareholder Return(5) ($) | Peer Group Total Shareholder Return(6) ($) | | | | 2025 | 11,255,782 | 531,459 | — | — | — | — | 3,169,195 | 1,802,226 | 15.90 | 99.39 | (1,131.8) | 597.0 | | 2024 | 15,044,937 | 14,425,587 | 6,191,573 | 1,784,689 | 12,050,065 | (1,069,501) | 3,556,530 | 1,826,605 | 24.80 | 81.07 | (2,052.0) | 542.9 | | 2023 | — | — | — | — | 6,757,143 | 3,955,336 | 2,924,669 | 2,029,077 | 41.02 | 81.77 | (10.1) | 723.2 | | 2022 | — | — | — | — | 12,885,604 | 6,654,018 | 3,831,285 | 2,506,945 | 47.69 | 76.75 | 548.7(9) | 1,331.0(9) | | 2021 | — | — | — | — | 5,464,148 | 3,080,082 | 2,465,773 | 1,985,148 | 75.14 | 96.45 | 704.2 | 970.8 |

  129. Pay Versus Performance

    1.The dollar amounts reported are the amounts of total compensation reported in our Summary Compensation Table for Mr. Blaser, our President and CEO since May 2024, Mr. Iskra, our former interim CEO from February through May 2024 and Mr. Bryant, our former CEO from March 2009 through February 2024. In 2024, in connection with Mr. Iskra’s termination by us without Cause in November 2024, he received $2,601,801, which was comprised of (a) his severance benefits pursuant to the terms of his Severance and CIC Agreement and (b) his cash retention award that was granted in February 2024 in the amount of $639,630, which became payable upon his termination. In 2024, in connection with Mr. Bryant’s termination by us without Cause in February 2024, he received severance benefits pursuant to the terms of his Severance and CIC Agreement in the amount of $5,604,225. In 2022, Mr. Bryant received a success cash bonus award and 25% of his integration/retention cash bonus award that was paid upon the closing of the Combinations and the remaining 75% was paid in 2023. 2.The dollar amounts reported represent the amount of “compensation actually paid,” as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with SEC rules, the following adjustments were made to total compensation to determine the compensation actually paid:

  130. Pay Versus Performance

    | Year | Reported Summary Compensation Table Total for Mr. Blaser ($) | Reported Value of Equity Awards(a) ($) | Equity Award Adjustments(b) ($) | Compensation Actually Paid to Mr. Blaser ($) | | 2025 | 11,255,782 | (8,965,822) | (1,758,501) | 531,459 |

  131. Pay Versus Performance

    a.The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. b.The equity award adjustments for each applicable year include, if applicable, the addition (or subtraction, as applicable) of the following: i.the year-end fair value of any equity awards granted in the applicable year that were outstanding and unvested as of the end of the year; ii.the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that were outstanding and unvested as of the end of the applicable year; iii.for awards that were granted and vested in the applicable year, the fair value as of the vesting date; iv.for awards granted in prior years that vested in the applicable year, the amount equal to the change in fair value as of the vesting date (from the end of the prior fiscal year); v.for awards granted in prior years that failed to meet the vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and vi.the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year.

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  134. Pay Versus Performance

    The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments for Mr. Blaser are as follows:

  135. Pay Versus Performance

    | Year | Year-end Fair Value of Equity Awards Granted in the Year and Unvested at the End of the Year ($) | Year-over-Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Change in Fair Value from End of Prior Year to Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value ($) | Total Equity Award Adjustments ($) | | 2025 | 5,165,086 | (6,690,671) | N/A | (232,916) | N/A | N/A | (1,758,501) |

  136. Pay Versus Performance

    3.The dollar amounts reported represent the average of the amounts reported for the NEOs as a group (excluding our CEOs) in the “Total” column of the Summary Compensation Table for each applicable year. The names of each of the NEOs (excluding our CEOs) included for purposes of calculating the average amounts in each applicable year are as follows: (a) for 2025, Messrs. Busky and McLellan, Ms. Hodges and Dr. Siegrist; (b) for 2024, Mr. Busky, Ms. Hodges, Mr. McLellan, our COO since November 2024, Dr. Siegrist, our EVP of R&D and CTO since October 2024, Robert Bujarski, our former interim President, EVP and COO until November 2024, and Patrick Klein, our former SVP, Chief Administrative Officer until March 2024; (c) for 2023, Messrs. Busky, Bujarski and Iskra and Werner Kroll, who served as our SVP, R&D until October 2024; (d) for 2022, Randall Steward, who served as our CFO until May 27, 2022, Mr. Busky, who became our CFO effective May 27, 2022, Mr. Bujarski, Ms. Hodges and Dr. Kroll; and (e) for 2021, Messrs. Steward and Bujarski, Ms. Hodges and Dr. Kroll. In 2025, (i) Messrs. Busky and McLellan and Ms. Hodges received cash retention awards of $586,327, $100,000 and $533,025, respectively and (ii) Dr. Siegrist received 50% of his one-time sign-on cash bonus of $500,000. In 2024, in connection with Mr. Bujarski’s termination by us without Cause in November 2024, he received $2,848,252, which was comprised of (i) his severance benefits pursuant to the terms of his Severance and CIC Agreement and (ii) his cash retention award that was granted in February 2024 in the amount of $639,630, which became payable upon his termination. Also in 2024, Dr. Siegrist received 50% of his one-time sign-on cash bonus of $500,000. In 2022, Messrs. Bujarski and Steward, Ms. Hodges and Dr. Kroll received a success cash bonus award and/or 25% of their integration/retention cash bonus award that were paid upon the closing of the Combinations, with the remaining 75% paid in 2023. Mr. Busky also received a transaction bonus and 40% of his retention bonus that was paid upon the closing of the Combinations, with the remaining 60% paid in 2023. 4.The dollar amounts reported represent the average amount of “compensation actually paid” to the NEOs as a group (excluding our CEOs), as computed in accordance with SEC rules. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding our CEOs) during the applicable year. In accordance with the SEC rules, the following adjustments were made to average total compensation for the NEOs as a group (excluding our CEOs) for each year to determine the compensation actually paid, using the same methodology described in Note 2 above:

  137. Pay Versus Performance

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs ($) | Average Reported Value of Equity Awards ($) | Average Equity Award Adjustments(a) ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2025 | 3,169,195 | (1,477,731) | 110,762 | 1,802,226 |

  138. Pay Versus Performance

    a.The amounts deducted or added in calculating the total average equity award adjustments are as follows:

  139. Pay Versus Performance

    | Year | Average Year-end Fair Value of Equity Awards Granted in the Year and Unvested at the End of the Year ($) | Year-over- Year Average Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Average Change from End of Prior Year to Vesting Date in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Average Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value ($) | Total Average Equity Award Adjustments ($) | | 2025 | 937,888 | (470,196) | N/A | (356,930) | N/A | N/A | 110,762 |

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  142. Pay Versus Performance

    5.Cumulative TSR is calculated based on a fixed investment of $100 from the beginning of calendar year 2021 (the earliest year in the table) through the end of the applicable year, assuming reinvestment of dividends. 6.Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: NASDAQ Healthcare Composite Index. 7.The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. 8.Adjusted EBITDA consists of net income before interest expense, net, provision for (benefit from) income taxes and depreciation and amortization and eliminates (a) certain non-operating income or expense items and (b) impacts of certain non-cash, unusual or other items that are included in net income, which we do not consider indicative of our ongoing operating performance. 9.In 2022, Net Income decreased to $548.7 million while Adjusted EBITDA increased to $1,331.0 million, primarily due to the closing of the Combinations, which resulted in one-time increased costs in 2022, including higher depreciation and amortization expense, acquisition and integration costs and interest expenses (the “Increased Costs”). Specifically, the 2022 decrease in Net Income was impacted by the Increased Costs while the 2022 increase in Adjusted EBITDA was primarily driven by the inclusion of Ortho’s Adjusted EBITDA and the Increased Costs were excluded from Adjusted EBITDA, as described in Note 8 above.

  143. Analysis of the Information Presented in the Pay versus Performance Table

    Analysis of the Information Presented in the Pay versus Performance Table While the Company utilizes several performance measures to align executive compensation with the Company’s performance, all such performance measures are not presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, we are providing the following descriptions of the relationships between information presented in the Pay versus Performance table:

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  149. Analysis of the Information Presented in the Pay versus Performance Table

    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth the number of shares of our common stock beneficially owned as of April 10, 2026 (except as otherwise indicated in the footnotes to the table) by (1) each person known by us as of such date to beneficially own more than 5% of our outstanding common stock, (2) each of our directors and nominees, (3) each of the NEOs (as included in the Summary Compensation Table herein) and (4) all current directors and executive officers as a group. On April 10, 2026, there were 68,095,220 shares of our common stock outstanding.

  150. Analysis of the Information Presented in the Pay versus Performance Table

    | | Beneficial Ownership of Common Stock(1)(2) | | | | Number of Shares (#) | Percent of Class (%) | | >5% Stockholders | | | | BlackRock, Inc.(3) 50 Hudson Yards New York, New York 10001 | 9,995,336 | 14.7 | | The Vanguard Group(4) 100 Vanguard Boulevard Malvern, Pennsylvania 19355 | 7,796,462 | 11.4 | | T. Rowe Price Investment Management, Inc.(5) 1307 Point Street Baltimore, Maryland 21231 | 5,629,965 | 8.3 | | FMR LLC(6) 245 Summer Street Boston, Massachusetts 02210 | 5,420,218 | 8.0 | | Rubric Capital Management LP(7) 155 E. 44th Street, Suite 1630 New York, New York 10017 | 3,777,157 | 5.5 | | Invesco Ltd.(8) 1331 Spring Street NW, Suite 2500 Atlanta, Georgia 30309 | 3,470,656 | 5.1 | | Non-Employee Directors | | | | Kenneth F. Buechler, Ph.D.(9) | 141,194 | * | | John R. Chiminski(10) | 11,181 | * | | Evelyn S. Dilsaver(11) | 17,453 | * | | R. Scott Huennekens(12) | 9,352 | * | | Edward L. Michael(13) | 37,245 | * |

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  153. Analysis of the Information Presented in the Pay versus Performance Table

    | | Beneficial Ownership of Common Stock(1)(2) | | | | Number of Shares (#) | Percent of Class (%) | | Mary Lake Polan, M.D., Ph.D., M.P.H.(14) | 50,094 | * | | Ann D. Rhoads(15) | 25,883 | * | | Matthew W. Strobeck, Ph.D.(16) | 89,636 | * | | Kenneth J. Widder, M.D.(17) | 57,531 | * | | Joseph D. Wilkins Jr.(18) | 18,705 | * | | Named Executive Officers | | | | Brian J. Blaser(19) | 85,974 | * | | Joseph M. Busky(20) | 122,318 | * | | Michelle A. Hodges(21) | 88,272 | * | | Philip D. McLellan(22) | 51,747 | * | | Jonathan P. Siegrist(23) | 15,868 | * | | All current directors and executive officers as a group (17 persons)(24) | 768,907 | 1.1 |

  154. Analysis of the Information Presented in the Pay versus Performance Table

    *Indicates ownership of less than 1% of our outstanding common stock. 1.Beneficial ownership is determined in accordance with SEC rules. Unless otherwise noted, and subject to applicable community property laws, each director and executive officer has sole voting and dispositive power with respect to the shares indicated. The address for our directors and executive officers is c/o QuidelOrtho Corporation, 9975 Summers Ridge Road, San Diego, California 92121. 2.Shares of common stock subject to stock options or RSUs exercisable or vesting on or within 60 days of April 10, 2026 are deemed outstanding for computing the number of shares and the percentage ownership of the person holding such stock options or RSUs, but are not deemed outstanding for computing the percentage ownership of any other person. 3.Based on information reported in Amendment No. 5 to a Schedule 13G filed with the SEC on July 17, 2025 by BlackRock, Inc., which reported beneficial ownership of 9,995,336 shares of common stock with respect to which BlackRock, Inc. has sole voting power over 9,853,000 shares and sole dispositive power over 9,995,336 shares. 4.Based on information reported in Amendment No. 5 to a Schedule 13G filed with the SEC on July 29, 2025 by The Vanguard Group, which reported beneficial ownership of 7,796,462 shares of common stock with respect to which The Vanguard Group has shared voting power over 84,476 shares, sole dispositive power over 7,628,449 shares and shared dispositive power over 168,013 shares. In Amendment No. 6 to a Schedule 13G filed with the SEC on March 27, 2026, The Vanguard Group subsequently reported that due to an internal realignment it no longer has, or is deemed to have, beneficial ownership over Company securities beneficially owned by various subsidiaries and/or business divisions. The Vanguard Group also reported that certain subsidiaries or business divisions that formerly had, or were deemed to have, beneficial ownership with The Vanguard Group, will report beneficial ownership separately (on a disaggregated basis). 5.Based on information reported in Amendment No. 5 to a Schedule 13G filed with the SEC on April 8, 2026 by T. Rowe Price Investment Management, Inc., which reported beneficial ownership of 5,629,965 shares of common stock with respect to which T. Rowe Price Investment Management, Inc. has sole voting power over 5,612,705 shares and sole dispositive power over 5,629,965 shares. 6.Based on information reported in Amendment No. 1 to a Schedule 13G filed with the SEC on February 5, 2026 by FMR LLC and Abigail P. Johnson, which reported beneficial ownership of 5,420,218 shares of common stock with respect to which (i) FMR LLC has sole voting power over 5,416,389 shares and sole dispositive power over 5,420,218 shares and (ii) Ms. Johnson has sole dispositive power over 5,420,218 shares. 7.Based on information reported in Amendment No. 3 to a Schedule 13G filed with the SEC on February 13, 2026 by Rubric Capital Management LP and David Rosen, managing member of Rubric Capital Management GP LLC, the general partner of Rubric Capital Management LP, which reported beneficial ownership of 3,777,157 shares of common stock with respect to which Rubric Capital Management LP and Mr. Rosen have shared voting and dispositive power over 3,777,157 shares.

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    | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | Table of Contents |

  157. Analysis of the Information Presented in the Pay versus Performance Table

    8.Based on information reported in a Schedule 13G filed with the SEC on February 12, 2026 by Invesco Ltd., which reported beneficial ownership of 3,470,656 shares of common stock with respect to which Invesco Ltd. has sole voting power over 3,450,932 shares and sole dispositive power over 3,470,656 shares. 9.Includes (i) 5,851 shares of common stock issuable upon the exercise of options that are exercisable on or within 60 days of April 10, 2026, (ii) 8,985 shares of common stock underlying an equal number of RSUs that vest on or within 60 days of April 10, 2026, (iii) 21,951 shares of common stock underlying an equal number of fully vested RSUs for which settlement has been deferred, (iv) 200 shares of common stock that are beneficially owned by Dr. Buechler as custodian of his children’s Uniform Transfers to Minors Act accounts and (v) 200 shares of common stock jointly owned with his children. 10.Includes (i) 6,829 shares of common stock underlying an equal number of RSUs that vest on or within 60 days of April 10, 2026 and (ii) 1,829 shares of common stock underlying an equal number of fully vested RSUs for which settlement has been deferred. 11.Includes 6,829 shares of common stock underlying an equal number of RSUs that vest on or within 60 days of April 10, 2026. 12.Includes 6,829 shares of common stock underlying an equal number of RSUs that vest on or within 60 days of April 10, 2026. 13.Includes (i) 8,081 shares of common stock underlying an equal number of RSUs that vest on or within 60 days of April 10, 2026 and (ii) 7,812 shares of common stock underlying an equal number of fully vested RSUs for which settlement has been deferred. 14.Includes (i) 7,802 shares of common stock underlying an equal number of RSUs that vest on or within 60 days of April 10, 2026, (ii) 12,299 shares of common stock underlying an equal number of fully vested RSUs for which settlement has been deferred and (iii) 17,353 shares of common stock held by a Grantor Retained Annuity Trust (Dr. Polan has sole voting and dispositive power with respect to such shares in her capacity as the sole trustee of such trust). 15.Includes (i) 8,236 shares of common stock underlying an equal number of RSUs that vest on or within 60 days of April 10, 2026 and (ii) 2,626 shares of common stock underlying an equal number of fully vested RSUs for which settlement has been deferred. 16.Includes (i) 259 shares of common stock issuable upon the exercise of options that are exercisable on or within 60 days of April 10, 2026, (ii) 6,829 shares of common stock underlying an equal number of RSUs that vest on or within 60 days of April 10, 2026, (iii) 38,145 shares of common stock held by Birchview Fund, LLC (Dr. Strobeck has sole voting and dispositive power with respect to such shares in his capacity as the Managing Partner of such entity) and (iv) 16,630 shares of common stock beneficially owned by Dr. Strobeck as custodian of his children’s Uniform Gift to Minors Act and other accounts. 17.Includes (i) 5,065 shares of common stock issuable upon the exercise of options that are exercisable on or within 60 days of April 10, 2026, (ii) 8,012 shares of common stock underlying an equal number of RSUs that vest on or within 60 days of April 10, 2026 and (iii) 7,393 shares of common stock underlying an equal number of fully vested RSUs for which settlement has been deferred. 18.Includes 6,829 shares of common stock underlying an equal number of RSUs that vest on or within 60 days of April 10, 2026. 19.Includes (i) 20,759 shares of common stock underlying an equal number of RSUs that vest on or within 60 days of April 10, 2026 and (ii) 40,073 shares of common stock held by a Revocable Trust (Mr. Blaser has sole voting and dispositive power with respect to such shares in his capacity as a trustee of such trust). 20.Includes (i) 67,210 shares of common stock issuable upon the exercise of options that are exercisable on or within 60 days of April 10, 2026 and (ii) 10,290 shares of common stock held by a Revocable Trust (Mr. Busky has shared voting and dispositive power with respect to such shares in his capacity as a trustee of such trust). 21.Includes (i) 32,052 shares of common stock issuable upon the exercise of options that are exercisable on or within 60 days of April 10, 2026 and (ii) 13,036 shares of common stock underlying an equal number of fully vested RSUs for which settlement has been deferred. 22.Includes (i) 24,746 shares of common stock issuable upon the exercise of options that are exercisable on or within 60 days of April 10, 2026, (ii) 5,184 shares of common stock underlying an equal number of RSUs that vest on or within 60 days of April 10, 2026 and (iii) 2,643 shares of common stock underlying an equal number of fully vested RSUs for which settlement has been deferred. 23.Includes 2,449 shares of common stock issuable upon the exercise of options that are exercisable on or within 60 days of April 10, 2026. 24.All current directors and executive officers as a group, and includes an aggregate of (i) 123,901 shares of common stock issuable upon the exercise of options that are exercisable on or within 60 days of April 10, 2026, (ii) 106,171 shares of common stock underlying an equal number of RSUs that vest on or within 60 days of April 10, 2026 and (iii) 56,553 shares of common stock underlying an equal number of fully vested RSUs for which settlement has been deferred. Except for the information relating to stock options and RSUs, all information with respect to beneficial ownership of shares of common stock in this section is based on filings made by the respective beneficial owners with the SEC or information the beneficial owners provided to us.

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