OraSure (OSUR) adds John Bertrand to board in Altai cooperation deal

Rhea-AI Filing Summary

OraSure Technologies entered into a Cooperation Agreement with Altai Capital, under which Altai withdraws its prior director nominations and stockholder proposal and agrees to certain voting and standstill terms through March 31, 2027. The Board appointed John D. Bertrand as an independent Class II director and to the Nominating and Corporate Governance Committee, with his term expiring at the 2026 annual meeting. OraSure will seek stockholder approval at the 2026 annual meeting to declassify the Board, phasing in annual elections for all directors. The company agreed not to increase Board size above eight directors before the 2027 annual meeting without Altai’s consent. Bertrand will receive an initial time-vested equity award of common stock valued at $100,000, vesting two years after grant.

8-K Event Classification

4 items: 1.01, 5.02, 7.01, 9.01

4 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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, and exhibit attachments filed with this report.

Key Figures

Altai replacement right threshold: 5% of outstanding common stock Board size cap: 8 directors Initial equity award: $100,000 in restricted shares +3 more

6 metrics

Altai replacement right threshold 5% of outstanding common stock Minimum Altai ownership for replacement director cooperation right

Board size cap 8 directors Maximum Board size without Altai consent before 2027 annual meeting

Initial equity award $100,000 in restricted shares Time-vested grant to John D. Bertrand on effective date

Equity vesting period 2 years Vesting schedule for Bertrand’s initial restricted share grant

Cooperation Agreement end date March 31, 2027 Outside termination date for Cooperation Agreement with Altai

Nomination deadline buffer 30 days Alternative early termination point before 2027 nomination deadline

Key Terms

Cooperation Agreement, declassify the structure of the Board, independent director, standstill, +2 more

6 terms

Cooperation Agreement financial

"announced its entry into a cooperation agreement (the “Cooperation Agreement”) with Altai Capital"

A cooperation agreement is a formal contract between two or more organizations that lays out who will do what, how resources and responsibility are shared, how benefits or costs are divided, and how disputes or exits are handled. Like two chefs agreeing on a shared recipe and kitchen duties, it matters to investors because it can create new revenue paths, shift costs or risks, affect who controls key assets or technologies, and change a company’s future growth prospects.

declassify the structure of the Board financial

"seek the approval of the Company’s stockholders... to declassify the structure of the Board"

independent director financial

"appointed John D. Bertrand to its Board of Directors as an independent director"

An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.

standstill financial

"The Cooperation Agreement also contains customary standstill, non-disparagement and expense reimbursement provisions."

A standstill is a temporary agreement in which one party agrees to pause certain actions — such as buying more shares, launching a takeover bid, or enforcing debt claims — for a set period. For investors this matters because it freezes changes in ownership or legal pressure, giving markets time to absorb information and reducing short-term volatility; think of it as pressing a pause button so everyone can negotiate or reassess without sudden moves.

proxy statement financial

"The declassification proposal will be detailed in the Company’s 2026 Proxy Statement"

A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.

Annual Meeting of Stockholders financial

"OraSure also announced that it will seek shareholder approval at its 2026 Annual Meeting of Stockholders"

Understanding 8-K Material Events →

ORASURE TECHNOLOGIES INC false 0001116463 0001116463 2026-04-16 2026-04-16

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): April 16, 2026

OraSure Technologies, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware		001-16537		36-4370966
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

220 East First Street Bethlehem, Pennsylvania				18015-1360
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s telephone number, including area code: 610-882-1820

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, $0.000001 par value per share		OSUR		The Nasdaq Stock Market LLC

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))

Indicate by a 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 April 16, 2026, OraSure Technologies, Inc. (the “Company”) announced its entry into a cooperation agreement (the “Cooperation Agreement”) with Altai Capital Management, L.P. and Altai Capital Management, LLC (collectively, “Altai”).

Pursuant to the Cooperation Agreement, Altai irrevocably withdraws its prior notice, nominations, and stockholder proposal, effective upon execution of the Cooperation Agreement. Additionally, pursuant to the Cooperation Agreement, the Board of Directors (the “Board”) of the Company has (i) appointed John D. Bertrand as a Class II director of the Board with a term expiring at the 2026 annual meeting of stockholders (the “2026 Annual Meeting”), (ii) appointed Mr. Bertrand to the Nominating and Corporate Governance Committee of the Board, and (iii) agreed to, among other things, take all necessary actions to seek the approval of the Company’s stockholders at the 2026 Annual Meeting of an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to declassify the structure of the Board such that, if approved by the Company’s stockholders in accordance with the Charter, the Company’s Third Amended and Restated Bylaws (the “Bylaws”), and the Delaware General Corporation Law, then the Company will phase-in annual director elections across each of Class I, Class II and Class III directors over subsequent annual meetings.

The Company has agreed to include Mr. Bertrand on its slate of director nominees for the 2026 Annual Meeting and to solicit proxies for the election, and support and recommend for the election, of Mr. Bertrand at the 2026 Annual Meeting in the same manner as for the Company’s other director nominees. Additionally, the Company agreed not to increase the size of the Board to more than eight (8) directors prior to the 2027 annual meeting of stockholders without the prior written consent of Altai.

Pursuant to the Cooperation Agreement, for so long as Altai beneficially owns, in the aggregate, 5% or more of the Company’s then-outstanding shares of the Company’s common stock, par value $0.000001 per share (the “Common Stock”), in the event that Mr. Bertrand is no longer able or willing to serve as a director of the Company, the parties shall cooperate in good faith to identify a mutually acceptable replacement director, who shall (i) qualify as an “independent director” under the applicable rules of the Securities and Exchange Commission (the “SEC”), the rules of any stock exchange on which the Company is traded and the applicable governance policies of the Company, (ii) unless otherwise consented to by the Board, not be an officer, director, employee or Affiliate of Altai, and (iii) satisfy the publicly disclosed guidelines and policies of the Company with respect to service on the Board, including meeting all other qualifications required for service as a director set forth in the Charter and the Bylaws, Board committee charters, the Company’s Corporate Governance Guidelines and any similar documents applicable to directors.

Prior to the Termination Date (as defined below), Altai has agreed to vote all of the shares of the Company it beneficially owns in accordance with the Board’s recommendations on all proposals or business that may be the subject of stockholder action at stockholder meetings, except (i) if Institutional Shareholder Services, Inc. or Glass Lewis issues a voting recommendation that differs from the Board’s recommendation for a proposal (other than with respect to director elections), Altai may follow such alternative recommendation, and (ii) Altai may vote in its sole discretion with respect to any proposals with respect to an extraordinary transaction that is subject to a vote of the Company’s stockholders.

The Cooperation Agreement also contains customary standstill, non-disparagement and expense reimbursement provisions. The Cooperation Agreement will terminate upon the earlier of (i) thirty (30) days prior to the nomination deadline under the Bylaws for the nomination of director candidates for election to the Board at the 2027 Annual Meeting and (ii) March 31, 2027 (the “Termination Date”), and it may be terminated earlier pursuant to certain terms of the agreement.

The description of the Cooperation Agreement is not complete and is qualified in its entirety by reference to the Cooperation Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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

On April 16, 2026, the Board appointed John D. Bertrand as a new member of the Board, effective as of April 16, 2026 (the “Effective Date”). Mr. Bertrand will serve as a Class II director of the Company, with an initial term expiring at the 2026 Annual Meeting, or until his earlier resignation, death or removal, and will serve as a member of the Nominating and Corporate Governance Committee of the Board.

The Board has determined that Mr. Bertrand qualifies as an independent director under the rules of the Nasdaq Stock Market LLC and as defined by Rule 10A-3 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”).

Mr. Bertrand will participate in the Company’s Non-Employee Director Compensation Policy (the “Policy”). A description of the Policy is set forth in the section entitled “Director Compensation,” in the Company’s Definitive Proxy Statement for the 2025 Annual Meeting of Stockholders, filed with the SEC on April 4, 2025. Pursuant to the Policy and the Company’s Stock Award Plan, on the Effective Date, Mr. Bertrand will be granted an initial equity award of time-vested restricted shares of the Company’s common stock having an aggregate value of $100,000. The foregoing grant will vest two years following the date of grant, and will be subject to the terms of the Company’s Stock Award Plan and the award agreements thereunder.

There are no arrangements or understandings between either Mr. Bertrand and any other person pursuant to which he was selected as a director of the Company. Mr. Bertrand does not have any familial relationship with any member of the Board or executive officer of the Company, and there are no transactions in which Mr. Bertrand has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Except for the Cooperation Agreement, there is no arrangement or understanding between the Company and Mr. Bertrand pursuant to which he was appointed to the Board, and there have been no related party transactions between the Company and Mr. Bertrand that would be reportable under Item 404(a) of Regulation S-K.

Mr. Bertrand will also enter into the Company’s standard form of indemnification agreement, which has been previously filed with the SEC.

The disclosure set forth in Item 1.01 above is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

A copy of the press release announcing the Company’s entry into the Cooperation Agreement is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 7.01 of this Current Report on Form 8-K, including the information contained in Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The fact that the information is being furnished should not be deemed an admission as to the materiality of any information contained therein. The Company undertakes no duty or obligation to publicly update or revise the information contained in this Current Report on Form 8-K or attached Exhibit.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1*		Cooperation Agreement, dated April 16, 2026, by and between OraSure Technologies, Inc. and Altai Capital Management, L.P. and Altai Capital Management, LLC
99.1		Press Release, dated April 16, 2026
104.1		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Pursuant to Item 601(a)(5) of Regulation S-K, certain exhibits have been omitted and will be furnished supplementally to the Securities and Exchange Commission upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				ORASURE TECHNOLOGIES, INC.
Date: April 17, 2026				By:		/s/ Carrie Eglinton Manner
						Carrie Eglinton Manner President and Chief Executive Officer

Exhibit 99.1

On April 16, 2026, OraSure Technologies, Inc. issued the following press release:

FOR IMMEDIATE RELEASE

OraSure Technologies Appoints John D. Bertrand to its Board of Directors

Enters into Cooperation Agreement with Altai Capital

Board to Seek Shareholder Approval for Declassification at the 2026 Annual Meeting

BETHLEHEM, Pa., April 16, 2026 — OraSure Technologies, Inc. (“OraSure” and “OTI”) (NASDAQ: OSUR), a leader in point-of-need and home diagnostic tests and sample management solutions, today announced the appointment of John D. Bertrand to its Board of Directors as an independent director, effective immediately.

Mr. Bertrand is a healthcare technology executive with more than a decade of experience driving AI-enabled innovation in diagnostics. He co-founded Digital Diagnostics Inc. and most recently served as its Chief Executive Officer, helping to transform the company from a research-stage organization into a global commercial platform for disease diagnosis. Previously, Mr. Bertrand held senior leadership positions at Epic Systems Corporation, with responsibility spanning product development, customer success, and business development. He also served as a Senior Advisor to Bain Capital and as Executive in Residence at 8VC, with a focus on AI applications in healthcare information technology.

OraSure also announced that it will seek shareholder approval at its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) to declassify the Board. The declassification proposal will be detailed in the Company’s 2026 Proxy Statement, which will be filed with the U.S. Securities and Exchange Commission in advance of the Annual Meeting.

“We are pleased to welcome John to our Board as we continue to make meaningful progress in advancing our multi-year transformation strategy,” said Jack Kenny, Chair of the OTI Board. “OraSure is well positioned to continue accelerating our growth and driving margin improvement, and we believe John’s experience in AI-enabled diagnostics and commercial healthcare technology will strengthen our strategic efforts. Our proposal to declassify the Board further underscores our commitment to strong governance, disciplined oversight, and ongoing shareholder engagement as we work to deliver sustained, long-term value.”

In connection with the updates announced today and following constructive engagement, the Company has entered into a Cooperation Agreement with Altai Capital Management, L.P. (“Altai”). Under the terms of the Cooperation Agreement, Altai will withdraw its director nominations for the Annual Meeting and members of OraSure’s Board and management team will meet with Altai on a regular basis to discuss financial and strategic matters.

“We are pleased with the outcome of our engagement with OraSure and the steps the Company has taken to enhance its Board and governance practices,” said Rishi Bajaj, Founder and CIO of Altai. “John’s appointment, together with our ongoing constructive dialogue with OraSure’s Board and management team, strengthens our confidence that the Company is on the path to delivering sustained value. We believe OraSure is well positioned to create meaningful long-term value for shareholders as it executes its strategy.”

The Cooperation Agreement includes customary standstill, voting, and other provisions and will be filed on a Form 8-K with the U.S. Securities and Exchange Commission.

Evercore is serving as financial advisor, Goodwin Procter LLP is serving as legal advisor, and Joele Frank, Wilkinson Brimmer Katcher is serving as strategic communications advisor to OraSure. McDermott Will & Schulte LLP is serving as legal advisor and ASC Advisors is serving as strategic communications advisor to Altai.

About OraSure Technologies, Inc.

OraSure Technologies, Inc. (“OraSure” and “OTI”) transforms health through actionable insight and decentralizes diagnostics to connect people to healthcare wherever they are. OraSure improves access, quality, and value of healthcare with innovation in effortless tests and sample management solutions. Together with its wholly-owned subsidiaries, DNA Genotek Inc., Sherlock Biosciences, Inc., and BioMedomics, Inc., OTI is a leader in the development, manufacture, and distribution of rapid diagnostic tests and sample collection and stabilization devices designed to discover and detect critical medical conditions. OraSure’s portfolio of products is sold globally to clinical laboratories, hospitals, physicians’ offices, clinics, public health and community-based organizations, research institutions, government agencies, pharmaceutical companies, and direct to consumers. For more information on OraSure Technologies, please visit www.orasure.com

Forward-Looking Statements

This press release contains certain forward-looking statements. Forward-looking statements are not guarantees of future performance or results. Known and unknown factors could cause actual performance or results to be materially different from those expressed or implied in these statements. Factors that could affect our results are discussed more fully in our filings with the U.S. Securities and Exchange Commission (the “SEC”), including our registration statements, Annual Report on Form 10-K for the year ended December 31, 2025, and other filings with the SEC. Although forward-looking statements help to provide information about future prospects, readers should keep in mind that forward-looking statements may not be reliable. Readers are cautioned not to place undue reliance on the forward-looking statements. The forward-looking statements are made as of the date of this press release and OraSure undertakes no duty to update these statements.

Important Additional Information

OraSure intends to file a proxy statement and proxy card with the SEC in connection with its solicitation of proxies for the Company’s 2026 annual meeting of stockholders (the “Annual Meeting”). STOCKHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), THE ACCOMPANYING PROXY CARD AND ALL OTHER DOCUMENTS FILED WITH, OR FURNISHED TO, THE SEC IN CONNECTION WITH THE ANNUAL MEETING CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING. Stockholders will be able to obtain the Company’s proxy statement, any amendments or supplements to the proxy statement and other documents filed by the Company with the SEC at no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge at the Company’s website at https://orasure.gcs-web.com/financial-information/sec-filings.

Participant Information

The Company, each of its directors (Carrie Eglinton Manner (Chief Executive Officer), Steven K. Boyd, Nancy J. Gagliano, M.D., M.B.A., John P. Kenny, Lelio Marmora and Robert W. McMahon) and one of its executive officers in addition to Ms. Eglinton Manner (Kenneth J. McGrath, Chief Financial Officer) are deemed to be “participants” (as defined in Schedule 14A under the Securities Exchange Act of 1934, as amended) in the solicitation of proxies from the Company’s stockholders in connection with matters to be considered at the Annual Meeting. Information about the names of the Company’s directors and officers, their respective interests in the Company by security holdings or otherwise, and their respective compensation is set forth in the sections entitled “Executive Officers,” “Election of Directors,” “Compensation Discussion and Analysis,” “Director Compensation,” and “Stock Ownership of Certain Beneficial Owners and Management” in the Company’s definitive proxy statement on Schedule 14A for the Company’s 2025 Annual Meeting of Stockholders, filed with the SEC on April 4, 2025 (available here). Supplemental information regarding the participants’ holdings of the Company’s securities can be found in SEC filings on Initial Statements of Beneficial Ownership of Securities on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC on March 27, 2025 for Mr. Kenny (available  here and here), Mr. Marmora (available here), Mr. McMahon (available  here), Ms. Gagliano (available here); on June 5, 2025 for Ms. Eglinton Manner (available here); June 25, 2025 for Mr. Kenny (available  here); on August 4, 2025 for Mr. McMahon (available  here); on August 11, 2025 for Mr. McGrath (available  here); on September 26, 2025 for Mr. Kenny (available  here and here); December 2, 2025 for Ms. Gagliano (available here) and Mr. Boyd (available  here); on December 19, 2025 for Mr. Kenny (available  here and here); on March 3, 2026 for Mr. McGrath (available here) and Ms. Eglinton Manner (available  here);on March 16, 2026 for Mr. McGrath (available  here) and Ms. Eglinton Manner (available  here); on March 23, 2026 for Ms. Eglinton Manner (available  here) and Mr. McGrath (available here); and on March 30, 2026 for Mr. Boyd (available  here). Such filings are also available on the Company’s website at https://orasure.gcs-web.com/financial-information/sec-filings. Updated information regarding the identity of participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the Company’s proxy statement on Schedule 14A and other materials to be filed with the SEC in connection with the Annual Meeting.

Investor Contact:		Media Contact:
Jason Plagman		Amy Koch
VP, Investor Relations		Director, Corporate Communications
investorinfo@orasure.com		media@orasure.com
		Adam Pollack / Chloe Karp
		Joele Frank, Wilkinson Brimmer Katcher
		(212) 355-4449

FAQ

What did OraSure Technologies (OSUR) agree with Altai Capital in the cooperation agreement?

OraSure and Altai Capital entered a Cooperation Agreement in which Altai withdraws its director nominations and a stockholder proposal and agrees to voting and standstill provisions until March 31, 2027. In return, OraSure adds Altai-backed board representation and commits to specific governance steps.

Who is John D. Bertrand and what role will he have at OraSure (OSUR)?

John D. Bertrand is a healthcare technology executive with AI-enabled diagnostics experience. He joins OraSure’s Board as an independent Class II director, serves on the Nominating and Corporate Governance Committee, and receives an initial time-vested equity award valued at $100,000 in common stock.

How will OraSure Technologies (OSUR) change its board structure after this announcement?

OraSure plans to seek stockholder approval at its 2026 annual meeting to declassify its Board. If approved under the company’s charter and bylaws, director terms will transition to annual elections across all classes over subsequent annual meetings, moving away from a staggered board structure.

What board size and replacement rights are provided to Altai Capital under the OraSure (OSUR) agreement?

OraSure agreed not to expand its Board beyond eight directors before the 2027 annual meeting without Altai’s written consent. As long as Altai owns at least 5% of outstanding common shares, the parties will work together to find a mutually acceptable independent replacement if John D. Bertrand cannot serve.

How is Altai Capital required to vote its OraSure (OSUR) shares under the agreement?

Before the agreement terminates, Altai will generally vote its OraSure shares in line with Board recommendations on stockholder matters. Exceptions allow Altai to follow differing recommendations from ISS or Glass Lewis on non-director items and to vote freely on extraordinary transactions requiring stockholder approval.

What compensation will John D. Bertrand receive as a new OraSure (OSUR) director?

John D. Bertrand will participate in OraSure’s Non-Employee Director Compensation Policy and, on his effective date, receive an initial grant of time-vested restricted shares valued at $100,000. These shares vest two years after the grant date under the company’s stock award plan and related agreements.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 17.9 KB

Agreements & Contracts

• EX-10.1 EX-10.1 80.2 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB