📜 What This Document Is 📄

This document is a Preliminary Proxy Statement (Schedule 14A), which is required by the SEC before the company's annual meeting. In simple terms, it's the official packet of instructions and information that tells shareholders exactly what they will be asked to vote on, and why.

👉 Why it matters: This document doesn't report daily sales figures; instead, it manages corporate governance—it tells you about the company's board structure, executive pay, and major legal changes the company wants shareholders to approve. It's essentially a roadmap for making decisions about the company's future management.

The Annual Meeting is scheduled for Wednesday, June 3, 2026, at 9:00 a.m. (Eastern Time), and it will be held virtually via a live webcast.

🏢 What The Company Does 🧬

OraSure Technologies, Inc. is a diagnostic company whose mission is to "transform health through actionable insights." The company operates by focusing on decentralized diagnostics, which means providing testing and health monitoring services to people wherever they are—rather than requiring them to visit a central clinic.

👉 In simple terms: OraSure aims to make advanced medical testing easier to access by bringing the lab to the patient. This approach supports both their high-growth diagnostics market and their specialized sample management services.

📈 2025 Performance Highlights 🏆

The company uses its annual report to highlight its strategic progress in 2025, showing how it is positioning itself for future growth despite market challenges.

• Financial Resilience: The company maintained a strong balance sheet, concluding 2025 with approximately $199 million in cash and cash equivalents and reporting no debt. This signals financial stability and the ability to pursue future growth investments.
• Revenue Context: Total net revenue was $115 million in 2025. The filing notes that this revenue decline is expected because the market was dealing with the disappearance of COVID-19 related testing demand and global public health uncertainty.
• Efficiency Focus: The company significantly improved its operational efficiency, generating $19 million of annualized run rate cost savings in 2025. This is crucial because it helps the company move closer to achieving "operating cash flow breakeven."
• New Launches & Growth: The company advanced its diagnostic pipeline with several key achievements:
  • They submitted a 510(k) to the FDA in December 2025 for a rapid molecular self-test for Chlamydia trachomatis (CT) and Neisseria gonorrhoeae (NG). This represents a major step toward commercializing decentralized STI testing.
  • They launched the HEMAcollect™ PROTEIN blood collection device, designed to stabilize plasma proteins for research use.
  • The company acquired BioMedomics, Inc. in November 2025, adding the SickleSCAN ® rapid point-of-care test. This acquisition strengthens their ability to serve specialized, high-need global markets.

📝 The Governance & Proposals to Vote On 🗳️

The bulk of this Proxy Statement involves five major proposals that shareholders must vote on. Voting your shares is the primary way you can influence the company's structure and future direction.

✨ Proposal No. 1 – Election of Directors

This proposal asks shareholders to vote for three (3) Class II Directors, who will serve until 2029. This annual election is vital because the Board of Directors sets the company's overall strategy.

• The Ask: Vote for three nominees: Steven K. Boyd, Robert W. McMahon, and John D. Bertrand.
• Why it matters: Choosing the right directors is fundamental, as they oversee the management and ensure the company acts in the best interest of the shareholders.

🧑‍💼 Proposal No. 2 – Ratification of Accounting Firm

This asks shareholders to approve the selection of Grant Thornton LLP (GT) as the company's independent registered public accounting firm for the 2026 fiscal year.

• The Ask: Ratify Grant Thornton LLP's appointment.
• Why it matters: This is a necessary measure of financial integrity. By approving the firm, shareholders are confirming that they trust the company’s financial records and audit practices for the coming year.

💲 Proposal No. 3 – Executive Compensation

This is an advisory, non-binding vote to approve the compensation plan for the company's Named Executive Officers (NEOs) for the year ended December 31, 2025.

• The Ask: Vote on the executive compensation package.
• Why it matters: This vote tells the Board how shareholders feel about how executive success is measured and paid. The company emphasizes a "pay-for-performance philosophy," meaning executive pay is tied to achieving specific corporate goals, not just salary.

📈 Proposal No. 4 – Stock Award Plan Amendment

The Board is proposing an amendment and restatement of the Stock Award Plan to allow the company to continue attracting talent.

• The Ask: Increase the authorized shares under the Plan by 5,000,000 shares and extend the plan’s term by ten years.
• Why it matters: Companies need equity (stock) to motivate and retain key employees, officers, and directors, especially when they are working on acquisitions or major growth projects. This expansion ensures they have enough "carrot" to do so.

🔄 Proposal No. 5 – Board Declassification

This asks shareholders to approve an amendment to the Certificate of Incorporation to declassify the current three-class Board of Directors.

• The Ask: Approve changing the Board from its current structured form to a declassified structure over a three-year period.
• Why it matters: The current structure has multiple classes of directors, which can sometimes complicate accountability. Declassification is generally seen as a move toward increasing shareholder power and enhancing corporate governance structure.

👑 Corporate Governance and Structure 🛡️

The Proxy Statement dedicates extensive sections to governance, which is essentially the rulebook for how the company operates. It outlines that the primary job of the Board of Directors is to promote the long-term success of the Company.

• Oversight & Compliance: The Board uses a comprehensive framework that includes Corporate Governance Guidelines and a Code of Business Conduct and Ethics. This framework applies to all employees, contractors, and directors.
• Shareholder Dialogue: The company emphasizes its commitment to engaging with investors. For example, at its 2025 Annual Meeting, 89% of stockholder votes cast were in favor of the "Say on Pay" advisory vote. This high support demonstrates that investors are willing to actively monitor and guide executive compensation.
• Addressing Feedback: The Board has noted that stockholder feedback frequently focuses on governance improvements, leading them to propose the shift to a declassified Board (Proposal No. 5).

💼 Stock Ownership and Leadership 🧍

This section details who owns the shares of OraSure Technologies and who is running the company.

• Largest Shareholders: The filing lists several major institutional investors, including BlackRock, Inc. (holding 7.5% of the stock) and The Vanguard Group (holding 6.1% of the stock). These large entities wield significant influence over company policy.
• Executive Leadership: The filing lists the key people running the company, including Carrie Eglinton Manner (CEO & President) and John P. Kenny (Chair of the Board).
• Voting Power: As of the record date of April 10, 2026, there were 71,965,612 shares of Common Stock outstanding and entitled to vote.

🗳️ How and When to Vote 📬

These instructions are critical, as they tell you the logistics of the vote.

• Record Date: You must be a stockholder of record at the close of business on April 10, 2026, to be eligible to vote.
• Meeting Details: The meeting is on June 3, 2026. You must pre-register at http://www.cesonlineservices.com/osur26_vm by 9:00 a.m. on June 2, 2026.
• Voting Methods: You can vote online, by phone, or by mail. The filing stresses that shareholders must act quickly to ensure their votes are counted.
• The Quorum: A "quorum" is the minimum number of shares that must be present (either attended in person or represented by a proxy) for the meeting to legally proceed.

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🧠 The Analogy 🛶

Voting on a Proxy Statement is like being a co-pilot on a large ship. You don't need to know how the engine works, but you are asked to approve the destination (where the company should go), the crew (who should run it), and the fuel budget (executive pay). The Proxy Statement forces you to consider every single decision—from who steers the ship to how much money is allocated to the crew—so that on election day, you vote with full knowledge of all the risks and opportunities ahead.

🧩 Final Takeaway ✨

OraSure is undergoing a major governance overhaul, seeking shareholder approval to declassify its Board and expand its share pool to fuel growth. While overall revenue is down from pandemic-related declines, the company is using its cash reserves and achieving key operational milestones (like FDA submissions and acquisitions) to position itself for strong future growth in decentralized diagnostics.