[8-K] MYRIAD GENETICS INC Reports Material Event

Rhea-AI Filing Summary

Myriad Genetics, Inc. finalized a Separation Agreement with former CFO Scott J. Leffler after his employment ended at the close of business on September 2, 2025. The agreement becomes effective on October 9, 2025 if not revoked and provides a lump-sum severance payment of $1,239,384 under the executive's existing Severance and Change of Control Agreement. The Company also agreed to accelerate vesting of time-based equity awards scheduled to vest within two years of the Separation Date, with annual installments treated as monthly vesting over that period. Outstanding performance-based awards remain subject to their original performance conditions and may vest if those conditions are met within two years. The separation includes customary non-compete, non-solicitation, and non-disparagement covenants and a release of claims.

Positive

• Separation includes customary restrictive covenants (non-compete, non-solicitation, non-disparagement) to protect company interests
• Time-based equity vesting accelerated for awards scheduled to vest within two years, providing clarity on award treatment

Negative

• Severance cash cost of $1,239,384 represents an immediate expense for the company
• Potential dilution risk from accelerated vesting of equity awards that vest on the Separation Date

Insights

Compensation & HR Analyst

Severance aligns with typical executive arrangements and extends equity protections to the executive.

The lump-sum payment of $1,239,384 and accelerated time-based vesting for awards due within two years mirror common severance practices tied to existing change-of-control provisions. The conversion of annual installments to monthly vesting smooths the economic recognition for the executive over the two-year post-separation window.

Key dependencies include the executive not revoking the agreement by October 9, 2025 and satisfaction of any performance conditions within two years. Investors may watch for the near-term accounting and share‑count impact as accelerated vesting becomes effective on the Separation Date.

Corporate Governance Advisor

The separation uses customary restrictive covenants and a general release, limiting post-termination risks for the company.

The inclusion of non-compete, non-solicitation, and non-disparagement covenants plus a release of claims is standard to protect confidential information and customer relationships after an executive departure. The agreement being conditioned on non-revocation is a routine procedural safeguard.

Watch for any public disclosures or amendments to equity plans that clarify the accounting treatment or dilution effects from accelerated vesting within the next two years.

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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 1, 2025

MYRIAD GENETICS, INC.

(Exact name of registrant as specified in its charter)

Delaware

0-26642

87-0494517

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

322 North 2200 West

Salt Lake City, Utah 84116

(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

Common Stock, $0.01 par value

MYGN

Nasdaq Global Select Market

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 1, 2025, Myriad Genetics, Inc. (the “Company”) entered into a Separation Agreement and Release of Claims (the “Separation Agreement”) with Scott J. Leffler, the Company’s former Chief Financial Officer. As previously disclosed, the Company announced Mr. Leffler’s departure as Chief Financial Officer of the Company, effective August 15, 2025. Mr. Leffler’s separation from employment occurred at the close of business on September 2, 2025 (the “Separation Date”). The Separation Agreement becomes effective on October 9, 2025, provided that Mr. Leffler does not revoke the Separation Agreement prior to such date. Pursuant to the terms of the Separation Agreement, in consideration for, among other things, his compliance with certain restrictive covenants, including customary non-compete, non-solicitation and non-disparagement covenants, and a typical release of claims against the Company, Mr. Leffler will receive a lump sum severance payment of $1,239,384. In addition, (i) the vesting of all outstanding time-based equity awards previously granted to Mr. Leffler that were scheduled to vest on or before the date two years following the Separation Date will be accelerated and will be deemed to vest on the Separation Date, provided that any annual vesting installments shall be deemed to vest in monthly installments over such two-year period, and (ii) any outstanding equity award with an unsatisfied performance-based condition shall remain outstanding and, if the applicable performance condition is satisfied on or before the date two years following the Separation Date, such award shall, to the extent so earned, vest to the extent scheduled to vest within such two-year period. The foregoing severance and other consideration payable to Mr. Leffler is being made pursuant to the terms of Mr. Leffler's Severance and Change of Control Agreement.

The foregoing description of the Separation Agreement is qualified in its entirety by the full text of the Separation Agreement, which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.

ITEM 9.01    Financial Statements and Exhibits.

Exhibit Number						Description
10.1+						Separation Agreement and Release of Claims, dated October 1, 2025, by and between Myriad Genetics, Inc. and Scott J. Leffler.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

+ Management contract or compensatory plan arrangement.

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 7, 2025			By:			/s/ Benjamin R. Wheeler
						Benjamin R.Wheeler
						Chief Financial Officer

FAQ

What severance did MYGN agree to pay Scott J. Leffler?

The Company agreed to a lump-sum severance payment of $1,239,384 under the Separation Agreement.

When did Scott J. Leffler's employment with MYGN end?

His separation from employment occurred at the close of business on September 2, 2025.

Will any equity awards vest after the separation?

Yes. All outstanding time-based awards scheduled to vest within two years following the Separation Date will be accelerated and deemed to vest on the Separation Date, with annual installments treated as monthly vesting over two years; performance-based awards remain subject to their conditions and may vest if satisfied within two years.

When does the Separation Agreement become effective?

The Separation Agreement becomes effective on October 9, 2025, provided it is not revoked prior to that date.

Are there restrictive covenants included in the agreement?

Yes. The agreement includes customary non-compete, non-solicitation, and non-disparagement covenants and a release of claims.