Bioventus Inc. SEC Filings

Bioventus Inc. is a global medical device company focused on relieving pain and treating musculoskeletal conditions through three businesses: Pain Treatments, Surgical Solutions and Restorative Therapies. In 2025, its U.S. and International segments generated 88% and 12% of total net sales, respectively.

The company highlights growth plans to strengthen leading positions in hyaluronic acid knee osteoarthritis injections, bone graft substitutes and EXOGEN fracture care, expand its Ultrasonics platform, and grow internationally. It also emphasizes new peripheral nerve stimulation products TalisMann and StimTrial, which received FDA 510(k) clearances in July 2025.

The filing includes an extensive risk summary covering leverage under a 2025 Credit Agreement, potential capital needs, litigation exposure, dependence on a limited product set, reimbursement and pricing pressures, regulatory and cybersecurity risks, and future loss of emerging growth company reporting benefits.

Bioventus Inc. reported a strong turnaround for 2025, moving from a prior-year loss to profitability and guiding to further growth in 2026. Fourth-quarter 2025 revenue was $157.9 million, up 2.8% reported and 10.0% on an organic basis, with GAAP earnings of $0.21 per diluted share and non-GAAP earnings of $0.24.

For full-year 2025, revenue was $568.1 million, down 0.9% reported but up 7.5% organically after divesting the Advanced Rehabilitation Business. Net income attributable to Bioventus was $22.7 million versus a $36.1 million loss last year, and Adjusted EBITDA rose 6.8% to $116.3 million. Adjusted EPS increased 21.4% to $0.68.

The company generated $74.7 million of cash from operations in 2025, up 92%, and reduced debt by $29 million in the fourth quarter, strengthening its balance sheet. For 2026, Bioventus expects net sales of $600–$610 million (about 6–7% growth), Adjusted EPS of $0.73–$0.77 (about 7–13% growth), and cash from operations of $82–$87 million.

Bioventus Inc. SVP & CFO Mark Leonard Singleton reported RSU vesting and related share movements. On February 15, 2026, 20,153 Restricted Stock Units were converted into 20,153 shares of Class A common stock at $0.00 per share.

Each RSU represents a right to receive one share of Class A common stock. To cover tax obligations, 9,429 Class A shares were disposed of at $8.27 per share in a tax-withholding transaction. After these transactions, Singleton directly owned 151,812 shares of Class A common stock and 40,304 RSUs, subject to time-based vesting conditions tied to continued service.

Bioventus Inc. senior vice president and chief compliance officer Katrina J. Church exercised restricted stock units and received Class A common shares. On February 15, 2026, 4,375 restricted stock units were converted, resulting in 4,375 shares of Class A common stock. A separate transaction shows 2,133 Class A shares were disposed of at $8.27 per share to cover tax obligations tied to this equity award. After these transactions, she directly holds 57,799 shares of Class A common stock and 8,750 restricted stock units. Each restricted stock unit represents a contingent right to one Class A share and vests in four equal installments on each of the first four anniversaries of February 15, 2024, assuming she continues in service.

Bioventus Inc. SVP & General Counsel Anthony D'Adamio reported equity award activity involving restricted stock units and Class A common stock. On February 15, 2026, he acquired 12,980 shares of Class A common stock at $0.00 per share through the exercise or conversion of restricted stock units, increasing his direct holdings of Class A common stock to 144,396 shares.

On the same date, 6,327 shares of Class A common stock were disposed of at $8.27 per share in a tax-withholding disposition, leaving him with 138,069 directly held shares. Each restricted stock unit represents a contingent right to receive one share of Class A common stock and vests in four equal installments on each of the first four anniversaries of February 15, 2024, subject to his continued service.

Nantahala Capital Management, LLC, together with Wilmot B. Harkey and Daniel Mack, reports beneficial ownership of Bioventus Inc. Class A common stock on a Schedule 13G/A amendment. As of December 31, 2025, they may be deemed to beneficially own 6,047,403 shares, representing 9.03% of the outstanding Class A shares.

The reporting persons have shared power to vote and dispose of all 6,047,403 shares through funds and separately managed accounts controlled by Nantahala, and no sole voting or dispositive power. They state the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Bioventus.

Bioventus Inc. President and CEO Robert E. Claypoole reported equity award activity involving the company’s Class A common stock. On January 9, 2026, 93,750 restricted stock units were converted into 93,750 shares of Class A common stock at an exercise price of $0. On the same date, 41,717 shares of Class A common stock were withheld at a price of $8.03 per share, typically reflecting shares withheld to cover taxes, leaving Claypoole with 116,997 shares of Class A common stock held directly after these transactions. Following the conversion, he also held 187,500 restricted stock units, each representing a contingent right to receive one share of Class A common stock. These RSUs vest in four equal installments on each of the first four anniversaries of January 10, 2024, subject to his continued service.

Bioventus Inc. (BVS) reported a change in insider status through a Form 3 filing under Section 16(a) of the Exchange Act. The reporting person is identified as a director of the company and the form is filed by one reporting person.

As of the event date of 11/14/2025, the director reports beneficial ownership of 0 shares of Bioventus Class A common stock, held directly, and no derivative securities are listed in the filing.

Bioventus Inc. reported that its Board of Directors appointed Ajay Dhankhar, PhD, as a Class II director effective November 14, 2025. He will serve until the company’s 2026 annual stockholders meeting or until a successor is selected and qualified. Dr. Dhankhar is currently Chief Corporate Development & Strategy Officer at Smith & Nephew plc and has extensive experience in healthcare advisory and life sciences strategy, including senior roles at Lazard and McKinsey & Company.

The appointment is made under a Stockholders Agreement that allows certain Smith & Nephew stockholders to designate up to two directors, and Dr. Dhankhar is their second designee alongside Philip G. Cowdy. Bioventus states that Dr. Dhankhar will not receive compensation for his Board service and that he has no family relationships with company insiders and no disclosable related-party transactions.