Myriad Genetics to sell assets for $210M plus inventory
Labcorp expects approximately $160 million in year-one revenue from the business, with average diagnostics segment margins by the end of year two.
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Form Type
8-K
Rhea-AI Filing Summary
Myriad Genetics agreed to sell and assign certain assets and liabilities of its prenatal health business to Laboratory Corporation of America (Labcorp) for $210 million in cash, plus the value of the business’s inventory at closing. The business includes Foresight Carrier Screen, Prequel Prenatal Screen, FirstGene 4-in-1 Prenatal Screen and SneakPeek Early Gender Test.
Closing is subject to regulatory clearances and customary conditions, and the transaction is expected to close by early 2027. Either party may terminate if it has not closed by February 19, 2027; that date automatically extends to October 19, 2027 if regulatory clearance conditions remain unmet while all other conditions are satisfied or validly waived. Under certain circumstances, Labcorp may be required to pay Myriad a $10.5 million termination fee if failure to obtain certain regulatory clearances results in termination.
Myriad expects the transaction to be accretive to revenue growth and profitability and to strengthen its balance sheet. Labcorp expects approximately $160 million in year-one revenue, slightly accretive adjusted earnings in year one, and average diagnostics segment margins by the end of year two once fully integrated.
8-K Event Classification
3 items: 1.01, 7.01, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Cash consideration: $210 million in cash
Expected year-one revenue: Approximately $160 million
Potential termination fee: $10.5 million
+3 more
6 metrics
Cash consideration
$210 million in cash
Asset purchase consideration, plus the value of inventory at closing
Expected year-one revenue
Approximately $160 million
Revenue Labcorp expects the transaction to add in year one
Potential termination fee
$10.5 million
May be payable if certain regulatory clearance failures result in termination
Outside date
February 19, 2027
Either party may terminate if the transaction has not closed by this date
Possible extended outside date
October 19, 2027
Applies under the stated regulatory-clearance and other-closing-condition terms
Patients served
Over 600,000 patients
Patients who used Myriad’s Prenatal Health testing portfolio over the last twelve months
Key Terms
Asset Purchase Agreement, representation and warranty insurance, Hart-Scott-Rodino Antitrust Improvements Act, adjusted earnings, +1 more
5 terms
Asset Purchase Agreement financial
"entered into an Asset Purchase Agreement"
An asset purchase agreement is a legal contract in which a buyer agrees to buy specific assets and contracts of a business rather than buying the company’s stock or ownership. It matters to investors because it determines exactly what is being bought and what liabilities stay behind — like buying the furniture and equipment from a store but not the building or past debts — which affects the deal’s value, taxes and future risk exposure.
representation and warranty insurance financial
"obtained representation and warranty insurance"
Insurance that pays for losses arising from breaches of the seller’s representations and warranties in a merger or acquisition agreement. The policy reimburses the insured party for damages if a statement made in the purchase contract proves false, subject to the policy’s limits, retention (deductible), covered claims period, and specific exclusions; it typically does not cover matters the insured knew about before closing or intentional fraud unless expressly included. Common effects include shifting risk away from the seller, reducing or replacing escrow and indemnity holdbacks, and requiring claim proof consistent with the underlying purchase agreement’s terms.
Hart-Scott-Rodino Antitrust Improvements Act regulatory
"waiting period under the Hart-Scott-Rodino Antitrust Improvements Act"
A U.S. law that requires companies planning large mergers or acquisitions to notify federal antitrust authorities and wait for review before completing the deal. Think of it like applying for a building permit: regulators check whether the combined business would unfairly hurt competition and can clear the deal, impose changes, or seek to stop it, so the process affects transaction timing, cost, and whether expected benefits reach investors.
adjusted earnings financial
"slightly accretive to adjusted earnings in year one"
Adjusted earnings are a company’s profit figure that has been altered to remove one-time, unusual or non-operational items so it better reflects the business’s regular performance. Think of it like looking at a household budget but ignoring a big, unusual expense or windfall to see what normal monthly cash flow looks like; investors use adjusted earnings to compare companies and trends, but should watch what is excluded because choices can change the picture.
transition services agreement financial
"including a transition services agreement"
A transition services agreement is a formal arrangement where one company continues to provide essential services—such as IT, human resources, or accounting—to another company after a business deal or change in ownership. It acts like a temporary bridge, ensuring smooth operations during a transition period. For investors, it provides clarity on how long support will last and helps assess potential costs and stability during the change.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much is MYGN selling its prenatal health business for?
Myriad agreed to sell the business to Laboratory Corporation of America for $210 million in cash, plus the value of the business’s inventory at closing. The business includes the Foresight, Prequel, FirstGene and SneakPeek tests.
How much revenue does Labcorp expect from the MYGN business?
Labcorp expects the transaction to add approximately $160 million in revenue in year one. It also expects the transaction to be slightly accretive to adjusted earnings in year one and to reach average diagnostics segment margins by the end of year two, once fully integrated.
When is the MYGN-Labcorp transaction expected to close?
The transaction is expected to close by early 2027, subject to regulatory clearance and customary closing conditions. Either party may terminate if it has not closed by February 19, 2027; that date automatically extends to October 19, 2027 if regulatory clearance conditions remain unsatisfied while all other closing conditions are satisfied or validly waived.
What termination fee could Labcorp pay Myriad?
Under certain circumstances, Labcorp may be required to pay Myriad a $10.5 million termination fee if the agreement is terminated as a result of failure to obtain certain regulatory clearances.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 19, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (801 ) 584-3600
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 1.01 Entry into a Material Definitive Agreement.
On October 19, 2026, Myriad Genetics, Inc., a Delaware corporation (the “Company”), and Laboratory Corporation of America, a Delaware corporation (“Buyer”), entered into an Asset Purchase Agreement (the “Purchase Agreement”). Pursuant to the Purchase Agreement, the Company has agreed to sell and assign to Buyer, and Buyer has agreed to purchase and assume from the Company, certain assets and liabilities of the Company’s prenatal health business, including the Company’s Foresight Carrier Screen, Prequel Prenatal Screen and FirstGene 4-in-1 Prenatal Screen laboratory developed tests and the SneakPeek Early Gender Test (the “Business”), in exchange for $210 million in cash, plus the value of the inventory of the Business at closing (the “Transaction”). In connection with the Transaction, Buyer has agreed to make offers of employment to certain employees of the Business on terms that are comparable to those currently in effect for such employees.
The Purchase Agreement contains customary representations, warranties and covenants, including, among other things, covenants relating to (i) the conduct of the Business between the signing of the Purchase Agreement and the closing of the Transaction and (ii) the efforts of the parties to cause the Transaction to be consummated, including obtaining certain consents and regulatory approvals.
Buyer has obtained “representation and warranty” insurance, which provides coverage for certain breaches of representations and warranties by the Company, subject to a deductible and certain other terms and conditions. Each of Buyer and the Company has agreed to indemnify the other for certain losses arising out of breaches of certain fundamental representations and warranties, covenants and for certain losses arising out of excluded liabilities or assumed liabilities, as applicable, subject to customary limitations.
The consummation of the Transaction is subject to the satisfaction or waiver of customary closing conditions, including (i) the expiration or termination of any required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (ii) receipt of any required approvals and the expiration or termination of any required waiting periods under applicable state health care laws, (iii) the absence of any law or judgment that restrains or prohibits the closing, (iv) the absence of litigation having been commenced by any governmental authority that seeks to restrain or prohibit the closing, which litigation remains pending, (v) the absence of a material adverse effect on the financial condition or results of operations of the Business prior to closing, (vi) the accuracy of the respective representations and warranties of the parties (subject to certain materiality qualifiers), (vii) the performance in all material respects of the parties’ respective covenants under the Purchase Agreement, and (viii) the receipt of certain required third-party consents. Concurrently with the execution of the Purchase Agreement, the Company and an affiliate of Buyer entered into a patent license agreement that will take effect as of the closing. At the closing, the parties or their applicable affiliates will enter into certain additional ancillary agreements, including a transition services agreement.
The Purchase Agreement contains customary termination rights, including that either party may terminate the Purchase Agreement if the Transaction has not closed by February 19, 2027, subject to an automatic extension to October 19, 2027 if the conditions related to applicable regulatory clearances have not been satisfied by such date but all other conditions to closing have been satisfied or validly waived, or if consummation of the Transaction would violate any final, non-appealable order of any governmental authority. In addition, under certain circumstances, Buyer may be required to pay to the Company a termination fee of $10,500,000 if the Purchase Agreement is terminated as a result of the failure to obtain certain regulatory clearances.
The foregoing description of the Purchase Agreement is only a summary and is qualified in its entirety by reference to the complete text of the Purchase Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated by reference herein.
The Purchase Agreement has been included to provide investors with information regarding its terms and is not intended to provide any other factual information about the Company, Buyer or the Business. The representations, warranties and covenants in the Purchase Agreement were made solely for the benefit of the parties as of specific dates, may be qualified by confidential disclosure schedules, and may be subject to contractual standards of materiality that differ from those applicable to investors. Investors should not rely on them as characterizations of the actual state of facts or condition of the Company, Buyer or the Business.
ITEM 7.01 Regulation FD Disclosure
Furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference in this Item 7.01 is a press release announcing the Company’s entry into the Purchase Agreement.
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
ITEM 9.01 Financial Statements and Exhibits.
| Exhibit Number | Description | |||||||
| 2.1* | Asset Purchase Agreement, dated as of October 19, 2026, by and between Myriad Genetics, Inc. and Laboratory Corporation of America. | |||||||
| 99.1 | Press Release of Myriad Genetics, Inc., dated October 20, 2026. | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
* Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MYRIAD GENETICS, INC. | ||||||||
| Date: October 20, 2026 | By: | /s/ Benjamin R. Wheeler | ||||||
| Benjamin R. Wheeler | ||||||||
| Chief Financial Officer | ||||||||
Exhibit 99.1
Myriad Genetics and Labcorp Announce Definitive Agreement for Myriad
to Sell Prenatal Health Testing Business to Labcorp
to Sell Prenatal Health Testing Business to Labcorp
Transaction to benefit patients through expanded access
and support Myriad’s strategic priorities
and support Myriad’s strategic priorities
SALT LAKE CITY and BURLINGTON, N.C., October 20, 2026 - Myriad Genetics, Inc. (NASDAQ: MYGN), a leader in molecular diagnostic testing and precision medicine, and Labcorp (NYSE: LH), a global leader in innovative and comprehensive laboratory services, today announce they have entered into a definitive agreement for Myriad to sell its Prenatal Health testing business, which includes the Prequel®, Foresight®, SneakPeek®, and FirstGene® tests, to Labcorp for $210 million in cash, plus the value of the inventory of the Prenatal Health testing business at closing.
“This announcement is the direct outcome of our disciplined strategic review process, which is focused on sharpening our portfolio, enhancing operational execution, and driving shareholder value,” said Sam Raha, President and CEO, Myriad Genetics. “This transaction is expected to be accretive to Myriad’s revenue growth and profitability, while meaningfully strengthening the balance sheet to support continued investment in our strategic priorities tied to the cancer care continuum and long-term value creation. Working closely with Labcorp, one of the nation’s largest laboratory service providers, we expect a smooth transition that preserves uninterrupted patient access to our prenatal tests.”
When complete, the transaction is expected to provide more patients and physicians with expanded access to Labcorp’s comprehensive, high-quality laboratory services, convenient patient service center network, robust data analytics and digital tools.
"This transaction supports Labcorp's specialty testing growth strategy," said Bryan Vaughn, Executive Vice President and President of Diagnostics, Labcorp. “Myriad Genetics has built a highly complementary reproductive genetics platform, supported by innovative screening solutions and deep scientific expertise. By combining these capabilities with Labcorp's operational strength and high-quality women's health portfolio, we aim to improve outcomes, expand access to advanced screening solutions and enhance the patient and provider experience.”
Labcorp expects the transaction to add approximately $160 million in revenue in year one, to be slightly accretive to adjusted earnings in year one, and to reach average diagnostics segment margins by end of year two, once fully integrated.
Over the last twelve months, Myriad’s Prenatal Health testing portfolio has been used by thousands of providers and over 600,000 patients. Myriad plans to provide further commentary regarding this transaction, and other related organizational changes, on its third quarter earnings call on November 4, 2026.
The deal is subject to regulatory clearance and customary closing conditions, and the transaction is expected to close by early 2027.
Guggenheim Securities, LLC is acting as exclusive financial advisor, and Covington & Burlington LLP is acting as legal advisor to Myriad Genetics.
Barclays is acting as financial advisor, and Polsinelli is acting as legal advisor to Labcorp.
About Myriad Genetics
Myriad Genetics is a leading molecular diagnostic and precision medicine company committed to advancing health and well-being for all. Myriad Genetics develops and commercializes molecular tests that help patients and providers uncover genetic insights. Our tests assess the risk of developing disease or disease progression and guide treatment decisions across medical specialties where molecular insights can significantly improve patient care, support earlier detection, enable more precise treatment and contribute to lowering healthcare costs. For more information, visit myriad.com.
Myriad Genetics is a leading molecular diagnostic and precision medicine company committed to advancing health and well-being for all. Myriad Genetics develops and commercializes molecular tests that help patients and providers uncover genetic insights. Our tests assess the risk of developing disease or disease progression and guide treatment decisions across medical specialties where molecular insights can significantly improve patient care, support earlier detection, enable more precise treatment and contribute to lowering healthcare costs. For more information, visit myriad.com.
About Labcorp
Labcorp (NYSE: LH) is a global leader of innovative and comprehensive laboratory services that helps doctors, hospitals, pharmaceutical companies, researchers and patients make clear and confident decisions. We provide insights and advance science to improve health and improve lives through our unparalleled diagnostics and drug development laboratory capabilities. The company's nearly 71,000 employees serve clients in approximately 100 countries, provided support for more than 85% of the new drugs and therapeutic products approved by the FDA in 2025 and performed more than 750 million tests for patients around the world. Learn more at www.labcorp.com.
Myriad Genetics Safe Harbor Statement
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the sale of Myriad’s Prenatal Health testing business; the expected benefits of the transaction, including that it will be accretive to Myriad’s revenue growth and profitability, strengthen its balance sheet, and support investment in its strategic priorities; and the expectation that the transaction will close by early 2027. These “forward-looking statements” are management’s expectations of future events as of the date hereof and are subject to known and unknown risks and uncertainties that could cause actual results, conditions, and events to differ materially and adversely from those anticipated. Such factors include those risks described in the Myriad’s filings with the U.S. Securities and Exchange Commission, including Myriad’s Annual Report on Form 10-K filed on February 24, 2026, as well as any updates to those risk factors filed from time to time in Myriad’s Quarterly Reports on Form 10-Q or Current Reports on Form 8-K. Myriad is not under any obligation, and it expressly disclaims any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise except as required by law.
Labcorp Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements, including, but not limited to, statements with respect to the anticipated benefits of the transaction for providers and patients, its advancement of Labcorp’s strategic priorities, and the expected financial impact of the transaction, including expected post-closing revenues and margins, and the timing of achieving such financial results.
Each of the forward-looking statements is subject to change based on various important factors, many of which are beyond Labcorp's control. These factors, in some cases, have affected and in the future (together with other factors) could affect Labcorp's ability to implement its business strategy, and actual results could differ materially from those suggested by these forward-looking statements. As a result, readers are cautioned not to place undue reliance on any of the forward-looking statements.
Labcorp has no obligation to provide any updates to these forward-looking statements even if its expectations change. All forward-looking statements are expressly qualified in their entirety by this cautionary statement. Further information on potential factors, risks and uncertainties that could affect operating and financial results is included in Labcorp's most recent Annual Report on Form 10-K under the heading RISK FACTORS and in subsequent quarterly reports on Form 10-Q and its other filings with the SEC. The information in this press release should be read in conjunction with a review of Labcorp's filings with the SEC including the information in its most recent Annual Report on Form 10-K under the heading "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS".
Myriad Contacts:
Investors: Matt Scalo (801) 584-3532 IR@myriad.com
Media: Andria Rosell (385) 202-3510 PR@myriad.com
Labcorp Contacts:
Investors: Nickolo Russo - Investor@Labcorp.com
Media: Racquel White - Media@Labcorp.com