2 paragraphs in Risk Factors of the 10-K filed Feb 20, 2026
with nothing like them in the 10-K filed Feb 21, 2025. Quoted exactly.
Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 59 Health care companies:
a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it.
A paragraph most of them have is marked boilerplate. No line means no other company has one like it.
This counts text; it does not say how serious a risk is.
We, and some of our third-party vendors, have experienced cybersecurity attacks by threat actors (which may include state-sponsored organizations or nation state actors) and other cybersecurity breaches and incidents in the past, including, among other things, computer viruses and malware, ransomware, denial of service actions, phishing schemes, social engineering, the compromise, misappropriation and/or unauthorized access to (or acquisition or disclosure of) confidential or
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provider could be negatively impacted, and we may be exposed to government enforcement actions, private litigation, and increased scrutiny from investors, special interest groups, government regulators, and other stakeholders, any of which could adversely affect our business, results of operations, financial condition, reputation, or stock price.
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New in the latest 10-Q
15 paragraphs in the 10-Q filed Nov 2, 2026 with nothing like
them in the 10-Q filed Aug 4, 2026 (at least half the words must differ; new numbers alone do not count).
Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
On September 15, 2026, we acquired 100 % of the shares of CoVetAI Inc. (“CoVet”), a provider of AI-native ambient listening and clinical workflow software for veterinary practices, for approximately $ 250 million, including an estimated contingent payment of $ 20 million, and various holdbacks of approximately $ 4 million. The acquisition expands our software offerings to support our customers with technology solutions that raise the standard of care for patients, improve practice efficiency, and enable more effective communication with pet owners.
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We have not finalized the valuation of certain assets acquired, including identifiable intangible assets, due to the short period of time from the close of the acquisition to the reporting date. The purchase price allocation is provisional and subject to revision during the measurement period, which will not exceed one year from the date of acquisition, as additional information becomes available regarding valuation of intangibles, working capital adjustments, contingent consideration valuation, and tax-related matters. The primary areas of the purchase price allocation that are not yet finalized relate to the fair values of intangible assets related to technology and customer relationships. We estimate the preliminary fair values and the lives of the assets acquired and liabilities assumed as follows: approximately $ 12 million in technology-related intangibles with an expected life of three years; approximately $ 13 million in customer-relationship intangibles with an expected life of nine years; approximately $ 230 million in goodwill, representing the assembled workforce and synergies within our broader CAG portfolio; and approximately $ 5 million in net tangible liabilities assumed. The allocation of goodwill to reporting units within CAG is not complete. Goodwill related to this acquisition is not expected to be deductible for tax purposes.
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Pro forma information has not been presented for this acquisition because such information is not material to the financial statements. The results of operations are included in our CAG segment since the acquisition date, and were not material to our CAG segment. Transactions recognized separately from the acquisition of assets and assumptions of liabilities include the replacement of unvested stock awards that were previously granted by CoVet, in the form of cash and stock awards of approximately $ 7 million, which will be recognized as compensation expense over a three-year period. The acquisition expenses, which were not significant, were recorded as general and administrative expenses. Refer to “Note 18. Fair Value Measurements” for a description of the contingent consideration.
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Total minimum future lease payments for leases that have not commenced as of September 30, 2026, are approximately $ 12.7 million, and they will commence between the remainder of 2026 and 2027.
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We refer to the MetLife 2014 Agreement and the Prudential 2015 Amended Note Agreement, collectively, as the “Senior Note Agreements.”
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On September 4, 2026, we repaid the aggregate principal amount of our 3.72 % Senior Notes (“2026 Senior Notes”) for $ 75.0 million at maturity. There have been no other changes to the principal, maturity dates, interest rates, or prepayment terms of the Senior Notes as compared to those described in our 2025 Annual Report.
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Our current-period effective tax rate for the three months ended September 30, 2026, increased compared to the prior-year period, primarily due to lower tax benefits from share-based compensation and higher international taxes on foreign earnings. These unfavorable impacts were partially offset by the favorable comparative impact from a prior-year reduction in our U.S. tax benefit associated with Foreign-Derived Intangible Income (“FDII”) that resulted from the acceleration of research and development deductions permitted under changes in U.S. tax law that were enacted in July 2025, and by lower state income tax expense.
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We hold an investment in a limited partnership fund (the “Fund”) that invests in growth and early-stage businesses engaged in pet product and service businesses. We believe that fair value best reflects the economics of the underlying transaction. We estimate the fair value of our investment in the Fund under the Net Asset Value (“NAV”) practical expedient based on the most recent NAV reported by the general partner, adjusted for subsequent contributions, distributions, and significant events. Investments measured using the NAV practical expedient are not classified in the fair value hierarchy. The fair value of the investment was $ 4.0 million at September 30, 2026, compared to $ 1.8 million at December 31, 2025.
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During the three months ended September 30, 2026, we received proceeds distributed by the Fund of $ 4.1 million. Our unfunded commitment was approximately $ 2.6 million at September 30, 2026.
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We have classified our liabilities for contingent consideration related to acquisitions within Level 3 of the fair value hierarchy because the fair value is determined using significant unobservable inputs, which relates to the achievements of future revenue. The contingent consideration is included within other long-term liabilities.
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We record changes in the estimated fair value of contingent consideration at each reporting date in the consolidated statements of income within general and administrative expense. Changes in contingent consideration liabilities are measured at fair value on a recurring basis using unobservable inputs (Level 3).
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During the third quarter of 2026, we acquired CoVet. We estimate that the acquisition-date fair value of contingent consideration was $20.2 million, which we determined using a probability-weighted expected cash flow analysis of future revenue. The undiscounted amount that could be paid ranges from zero to a maximum of $47.5 million, based on annual revenue targets achieved during the years ended December 31, 2027, 2028, and 2029.
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CAG Diagnostics Capital - Instrument Revenue. Instrument revenue was relatively constant compared to the prior period with higher instrument placements, primarily from higher placements of our SediVue DxTM and IDEXX inVue DxTM Analyzers, offset by lower price realization due to program effects on pricing. Changes in foreign currency exchange rates did not have a significant impact on revenue growth.
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system sales. The impact on revenue from our acquisition of CoVet on September 15, 2026, was immaterial for the period. Changes in foreign currency exchange rates did not have a significant impact on revenue growth.
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Nine Months Ended September 30, 2026, Compared to Nine Months Ended September 30, 2025
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Nov 2, 2026 against Item 1A of the 10-K filed Feb 20, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
Added10-Q 2026-11-02 vs 10-K 2026-02-20
In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors discussed in “Part I. Item 1A. Risk Factors” in our 2025 Annual Report, which could materially affect our business, financial condition, or future results. There have been no material changes from the risk factors previously disclosed in the 2025 Annual Report. The risks described in our 2025 Annual Report are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, or future results.
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