Altai Capital (NASDAQ: OSUR) wins OraSure board role and standstill deal

Rhea-AI Filing Summary

Altai Capital Management and related reporting persons beneficially own 3,613,836 shares of OraSure Technologies common stock, representing 5.2% of the class. They entered a Cooperation Agreement under which OraSure will appoint John Bertrand to the Board and support his election at the 2026 annual meeting.

The Board committed to seek stockholder approval in 2026 to declassify the Board, moving toward annual director elections. The agreement grants Altai quarterly access to management and the Board, includes voting commitments and standstill provisions, and restricts the group from acquiring more than 9.9% of outstanding shares. The Cooperation Agreement generally runs until March 31, 2027, unless terminated earlier under its terms.

Insights

Activist & governance specialist

Activist stake turns into a structured cooperation and governance changes.

The reporting group, led by Altai Capital Management and Rishi Bajaj, holds 3,613,836 OraSure shares, or 5.2% of the common stock. Rather than pursuing a contested election, they agreed a Cooperation Agreement giving them board representation via John Bertrand.

The agreement pushes notable governance reform: the Board will seek stockholder approval at the 2026 Annual Meeting to declassify the Board, which typically means all directors stand for election more frequently. In return, the investors accept voting commitments, quarterly dialogue rights, and standstill limits, including a cap below 9.9% ownership.

The arrangement is time-limited, expiring by March 31, 2027 unless ended earlier under specified conditions. Overall, this shifts the relationship from potential proxy contest to structured engagement, with actual impact depending on future Board actions and stockholder approval of the charter amendment.

Key Figures

Beneficial ownership: 3,613,836 shares Ownership percentage: 5.2% of class Ownership cap: 9.9% of outstanding shares +2 more

5 metrics

Beneficial ownership 3,613,836 shares Shares of OraSure common stock beneficially owned by each reporting person

Ownership percentage 5.2% of class Percent of OraSure common stock represented by 3,613,836 shares

Ownership cap 9.9% of outstanding shares Standstill limit on additional OraSure common stock acquisitions

Agreement termination date March 31, 2027 Outside termination date for the Cooperation Agreement, absent earlier termination

Event date April 16, 2026 Date of event requiring this Schedule 13D amendment

Key Terms

Cooperation Agreement, standstill provisions, declassify the Board, Separately Managed Accounts, +1 more

5 terms

Cooperation Agreement financial

"On April 16, 2026, Investment Manager and IMGP entered into a cooperation agreement with the Issuer"

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.

standstill provisions financial

"The Cooperation Agreement also includes customary voting commitments and standstill provisions, subject to certain exceptions"

Standstill provisions are contract rules that pause or limit certain actions by shareholders, potential buyers or lenders — for example, stopping someone from increasing a stake, launching a takeover, or enforcing loan remedies for a set period. For investors, they matter because they can protect a company from sudden control moves or give breathing room to negotiate deals, but they can also lock in the current ownership mix or delay recovery on troubled loans, affecting value and exit options.

declassify the Board financial

"a commitment by the Board to seek stockholder approval ... to declassify the Board"

Declassify the board means changing a company's board of directors from a staggered setup—where only a portion of directors face election each year—to a structure where all directors are elected annually. For investors this matters because it makes the board more directly accountable and responsive, like replacing a multi-year rotating club leadership with yearly elections, and it can speed corporate change or make hostile takeovers easier to pursue.

Separately Managed Accounts financial

"with respect to the shares of Common Stock of the Issuer held for the account of Osprey and the Separately Managed Accounts"

A separately managed account is an investment portfolio owned by a single investor but professionally managed to that investor’s specific goals and preferences, rather than pooled with other clients’ money. It matters to investors because it offers greater customization, tax control and transparency—like hiring a personal chef instead of eating from a shared buffet—though it often requires higher minimums and can have different fee and liquidity implications.

Percent of class financial

"Percent of class represented by amount in Row (11) 5.2 %"

Percent of class is the portion of a specific category of securities—such as a company’s common shares, preferred shares, or a bond series—that takes part in or approves a corporate action (vote, consent, tender, etc.). Investors watch this number because it reveals how much support or opposition exists within that particular shareholder group; like counting how many members of a club back a proposal, it can determine whether a plan passes or how influence is distributed.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

OraSure Technologies, Inc.

(Name of Issuer)

Common Stock, par value $0.000001 per share

(Title of Class of Securities)

68554V108

(CUSIP Number)

Rishi Bajaj
Altai Capital Management, L.P., PO Box 15203
Irvine, CA, 92623-9998
949-326-9612

Ele Klein
McDermott Will & Schulte LLP, 919 Third Avenue
New York, NY, 10022
212-756-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/16/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 68554V108

1

Name of reporting person

Altai Capital Management, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,613,836.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,613,836.00

11

Aggregate amount beneficially owned by each reporting person

3,613,836.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.2 %

14

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13D

CUSIP Number(s): 68554V108

1

Name of reporting person

Altai Capital Management, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,613,836.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,613,836.00

11

Aggregate amount beneficially owned by each reporting person

3,613,836.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.2 %

14

Type of Reporting Person (See Instructions)

HC, OO

SCHEDULE 13D

CUSIP Number(s): 68554V108

1

Name of reporting person

Rishi Bajaj

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,613,836.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,613,836.00

11

Aggregate amount beneficially owned by each reporting person

3,613,836.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.2 %

14

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.000001 per share
(b)	Name of Issuer: OraSure Technologies, Inc.
(c)	Address of Issuer's Principal Executive Offices: 220 East First Street, Bethlehem, PENNSYLVANIA , 18015.
Item 1 Comment: This Amendment No. 4 ("Amendment No. 4") amends the statement on Schedule 13D filed with the SEC on September 9, 2025 (as amended from time to time, the "Schedule 13D") with respect to the shares of Common Stock of the Issuer held for the account of Osprey and the Separately Managed Accounts. This Amendment No. 4 amends Items 4, 6 and 7 as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 4 have the meanings set forth in the Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended and supplemented as follows: On April 16, 2026, Investment Manager and IMGP entered into a cooperation agreement with the Issuer (the "Cooperation Agreement"), pursuant to which the Issuer agreed, among other things, to take all necessary actions to appoint John Bertrand to the Board for a term expiring at the Issuer's 2026 Annual Meeting of Stockholders (the "2026 Annual Meeting"), and to nominate and recommend in favor of Mr. Bertrand's election to the Board at the 2026 Annual Meeting. The Cooperation Agreement also includes a commitment by the Board to seek stockholder approval at the 2026 Annual Meeting of an amendment to the Issuer's charter to declassify the Board. Pursuant to the Cooperation Agreement, the Reporting Persons will have the opportunity once per quarter to (i) meet with the Issuer's management to discuss financial and strategic matters and (ii) meet with the full Board, or a majority of the Board with the Chief Executive Officer and Chief Financial Officer participating, to share its perspectives. Concurrently with the execution of the Cooperation Agreement, Osprey irrevocably withdrew its notice of intention to nominate Mr. Bajaj and Mr. Bertrand for election to the Board and to present the Declassification Proposal, in each case, at the 2026 Annual Meeting. The Cooperation Agreement also includes customary voting commitments and standstill provisions, subject to certain exceptions, including certain restrictions on the Reporting Persons' ability to acquire additional shares of the Common Stock to the extent such acquisition would cause the Reporting Persons to own more than 9.9% of the then-outstanding shares of Common Stock. The Cooperation Agreement will terminate upon the earlier of (i) thirty (30) days prior to the nomination deadline under the Issuer's Bylaws for the nomination of director candidates for election to the Board at the 2027 Annual Meeting of Stockholders and (ii) March 31, 2027, and it may be terminated earlier pursuant to certain terms of the agreement. The foregoing description of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Cooperation Agreement, which is included as Exhibit 99.4 to this filing by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on April 17, 2026, and is incorporated herein by reference.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 is hereby amended and supplemented as follows: The Reporting Persons' response to Item 4 is incorporated by reference into this Item 6.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended and supplemented as follows: Exhibit 99.4: Cooperation Agreement (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on April 17, 2026).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Altai Capital Management, L.P.

Signature:	/s/ Rishi Bajaj
Name/Title:	Rishi Bajaj, Authorized Signatory
Date:	04/20/2026

Altai Capital Management, LLC

Signature:	/s/ Rishi Bajaj
Name/Title:	Rishi Bajaj, Authorized Signatory
Date:	04/20/2026

Rishi Bajaj

Signature:	/s/ Rishi Bajaj
Name/Title:	Rishi Bajaj, Individually
Date:	04/20/2026

FAQ

What stake does Altai Capital report in OraSure Technologies (OSUR)?

Altai Capital and related reporting persons report beneficial ownership of 3,613,836 shares of OraSure common stock, representing 5.2% of the outstanding class. This ownership is held with shared voting and dispositive power among the reporting persons.

What is the new Cooperation Agreement between Altai Capital and OraSure (OSUR)?

The Cooperation Agreement provides for OraSure to appoint John Bertrand to its Board and support his election at the 2026 annual meeting. It also grants Altai quarterly meetings with management and the Board, plus customary voting commitments and standstill provisions for the reporting group.

How long will the Cooperation Agreement with OraSure (OSUR) remain in effect?

The Cooperation Agreement will terminate on the earlier of 30 days before the 2027 director nomination deadline under OraSure’s bylaws or March 31, 2027. It may also end sooner if specific termination conditions described in the agreement are triggered.

Does the agreement limit Altai Capital’s future ownership in OraSure (OSUR)?

Yes. The Cooperation Agreement includes standstill provisions, restricting the reporting persons from acquiring additional OraSure common shares if such purchases would cause them to own more than 9.9% of the then-outstanding common stock, subject to defined exceptions.

What governance change is OraSure (OSUR) committing to seek under this agreement?

OraSure’s Board committed to seek stockholder approval at the 2026 Annual Meeting for a charter amendment to declassify the Board. Declassification typically shifts directors to shorter, uniform terms, increasing how often stockholders vote on the entire Board.

What did Osprey and the reporting group withdraw regarding OraSure (OSUR)?

Concurrently with the Cooperation Agreement, Osprey irrevocably withdrew its notice to nominate Rishi Bajaj and John Bertrand for the Board and to present a Declassification Proposal at the 2026 annual meeting, in favor of the negotiated cooperation framework.