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ENOV 8-K filings, explained
Every material Form 8-K Enovis has filed with the SEC since November 06, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Enovis reported third-quarter 2026 net sales of $559 million, up 2% on a reported basis and 5% organic, and net income of $3 million compared with a net loss of $571 million a year earlier. The company raised its full-year adjusted EBITDA and adjusted EPS guidance, narrowed its revenue guidance, and approved a new $200 million share repurchase authorization.
Q3 net sales of $559 million, up 2% reported and 5% organic; adjusted EPS of $0.88 versus $0.75 a year earlier
2026 adjusted EBITDA guidance raised to $428-438 million from $425-435 million
2026 adjusted EPS guidance raised to $3.58-3.79 from $3.52-3.73; revenue guidance narrowed to $2.32-2.35 billion from $2.31-2.37 billion
New $200 million share repurchase authorization replaces the existing $100 million authorization
Enovis reported second-quarter 2026 net sales of $583 million, up 3% on a reported basis and 5% organically, and a net loss of $1 million, or $0.02 per share, compared with a net loss of $36.5 million a year earlier. The company reaffirmed its full-year 2026 guidance for revenue, adjusted EBITDA, adjusted EPS and free cash flow conversion.
Q2 net sales of $583 million, up 3% reported and 5% organic; Recon sales up 8% reported, P&R down (1)% reported
Q2 net loss of $1 million ($0.02 per share) versus $36.5 million loss in Q2 2025; adjusted EBITDA of $104 million, or 17.9% of sales
Adjusted EPS of $0.90 for Q2 2026; full-year guidance reaffirmed: revenue $2.31-2.37 billion, adjusted EBITDA $425-435 million, adjusted EPS $3.52-3.73
Conference call scheduled for 8:30 a.m. Eastern on August 6, 2026
At its May 19, 2026 annual meeting, Enovis stockholders approved an amendment to the 2020 Omnibus Incentive Plan that authorizes 3,650,000 additional common shares and raises the annual compensation limit for outside directors from $350,000 to $750,000. Stockholders also elected ten directors, ratified Ernst & Young LLP as auditor for 2026, and approved executive compensation in a non-binding vote.
The plan amendment authorizes 3,650,000 additional shares of common stock for issuance under the 2020 Omnibus Incentive Plan.
The annual cap on equity and cash compensation for outside directors rises from $350,000 to $750,000, with up to 200% allowed in the year of a new election or appointment.
The plan amendment received 50,391,554 votes for and 1,295,073 against.
Named executive officer compensation was approved by 49,531,111 votes for and 2,175,335 against.
Enovis reported first-quarter 2026 net sales of $589 million, up 5% on a reported basis and 3% organic, and a net loss of $8 million, or $0.15 per share, compared with a net loss of $55.7 million a year earlier. The company reaffirmed its full-year 2026 revenue, adjusted EBITDA, adjusted EPS and free cash flow conversion guidance, which matters to shareholders because it signals no change to its outlook.
Net sales $589 million, up 5% reported and 3% organic; Reconstructive sales up 11% reported
Net loss $8 million ($0.15 per share) versus a $55.7 million net loss in the prior-year quarter
Adjusted EBITDA $104 million (17.6% of sales) and adjusted EPS $0.89, versus $0.65 a year earlier
Enovis reported full-year 2025 net sales of $2.2 billion, up 7% on a reported basis, but a $1.05 billion non-cash goodwill impairment pushed its net loss from continuing operations to $1,182 million. The company also gave 2026 guidance of $2.31-2.37 billion in revenue, $425-435 million in adjusted EBITDA and $3.52-3.73 in adjusted earnings per share, which shareholders can compare with the 2025 results.
Full-year 2025 net sales of $2.2 billion grew 7% reported and 6% organically; Recon rose 10% and Prevention & Recovery rose 4%.
Full-year 2025 net loss from continuing operations was $1,182 million, including a $1,050 million non-cash goodwill impairment charge.
Full-year 2025 adjusted earnings per diluted share were $3.30, compared with $2.84 in 2024; GAAP loss was $20.72 per share.
2026 outlook: revenue of $2.31-2.37 billion, adjusted EBITDA of $425-435 million and adjusted EPS of $3.52 to $3.73.
Enovis said its Senior Vice President and Chief Human Resources Officer, Patricia A. Lang, plans to retire from that role on April 3, 2026, and will then serve in an advisory role until retiring in April 2027. The company expects Laura Singleton, currently Vice President of Human Resources for the Reconstructive segment, to succeed her in the role on April 3, 2026. This is a routine executive succession with no financial results disclosed.
Patricia A. Lang informed the board on December 10, 2025 of her plan to retire as Chief Human Resources Officer on April 3, 2026
Laura Singleton is expected to become Senior Vice President and Chief Human Resources Officer on April 3, 2026; she joined the company in February 2019 through the DJO Global acquisition
Lang's retirement transition agreement, dated December 10, 2025, keeps her base salary for six months, then reduces it by up to 50% through April 3, 2027
On December 8, 2025, Enovis entered into Amendment No. 3 to its credit agreement, extending the maturity of its $1.1 billion revolving facility and $700.0 million term loan to December 8, 2030. The amendment also loosens certain leverage and acquisition limits, which gives the company more room to borrow and acquire.
Revolving facility of up to $1.1 billion; $700.0 million term loan; maturity extended to December 8, 2030
As of December 8, 2025, $167.0 million was outstanding under the revolver and $700.0 million under the term loan
Acquisition threshold for temporary leverage increase lowered from $500.0 million to $300.0 million; permitted acquisition cap raised from $150.0 million to $200.0 million
Cash offset allowance raised to $400.0 million from $150.0 million; Truist Bank, DNB Capital LLC and Sumitomo Mitsui Banking Corporation joined as lenders
Enovis said executive officer Daniel A. Pryor stepped down as an executive officer on November 7, 2025, as part of a restructuring of management roles that eliminated his position as Executive Vice President, Strategy and Business Development. He will stay on as an advisory employee until March 31, 2026, and the filing describes the departure as a termination without cause under his employment agreement. The filing gives no financial results or guidance, but it does set out the separation payments and benefits he will receive.
Departure date: November 7, 2025 as an executive officer; advisory employee role through March 31, 2026
Eliminated position: Executive Vice President, Strategy and Business Development
Separation payments after the departure date include base salary plus the greater of target annual cash incentive or the average of the largest two annual cash incentives from the prior three years
Other benefits: health benefit continuation for twelve months, outplacement assistance capped at $75,000, and a 2026 Partial Year Bonus; he will not receive further long-term incentive equity grants
Enovis reported third-quarter 2025 net sales of $549 million, up 9% on a reported basis and 7% organically, and raised its full-year adjusted EBITDA and adjusted EPS guidance. The GAAP net loss of $571 million, or $9.99 per share, reflects a non-cash goodwill impairment charge of $548 million, which the company says does not affect future operations.
Q3 adjusted EBITDA was $95 million (17.3% of sales), compared with $90 million (17.9%) a year earlier; adjusted EPS was $0.75 versus $0.73.
Full-year 2025 adjusted EBITDA guidance rose to $395-405 million from $392-402 million; adjusted EPS guidance rose to $3.10-3.25 from $3.05-3.20.
Full-year revenue guidance is $2.24-2.27 billion, versus prior $2.245-2.275 billion, including a $15 million reduction tied to the Dr. Comfort divestiture completed in October 2025.
In October 2025, Enovis divested its Diabetic Footcare business unit from Prevention & Recovery for total proceeds of up to $60 million.
Enovis reported second-quarter 2025 net sales of $565 million, up 7% on a reported basis, and raised its full-year 2025 revenue, adjusted EBITDA and adjusted EPS guidance. The company still posted a larger GAAP net loss of $37 million, or $0.64 per share, compared with a loss of $18.5 million, or $0.34 per share, a year earlier.
Q2 2025 net sales of $565 million, up 7% reported and 5% organic, versus the prior-year quarter
Q2 net loss of $37 million ($0.64 per share) versus a net loss of $18.5 million ($0.34 per share) in Q2 2024; adjusted EPS was $0.79 versus $0.62
Full-year 2025 revenue guidance raised to $2.245-2.275 billion from $2.220-2.250 billion; adjusted EPS guidance raised to $3.05-3.20 from $2.95-3.10
Q2 included a $10.0 million charge for the purchase of a royalty interest; adjusted EBITDA was $97 million, or 17.2% of sales
Enovis reported first-quarter 2025 net sales of $559 million, up 8% on a reported basis, and a net loss from continuing operations of $56 million, or $0.98 per share, compared with a loss of $1.32 per share a year earlier. The company raised its 2025 revenue outlook to $2.22-2.25 billion but cut its adjusted EBITDA forecast to $385-395 million from $405-415 million and its adjusted EPS forecast to $2.95-3.10 from $3.10-3.25, with the EBITDA outlook including $20 million of tariff-related impact.
Net sales of $559 million grew 8% on a reported basis and 9% on a comparable basis; Reconstructive sales rose 11%.
Adjusted EBITDA was $99 million, or 17.7% of sales, up 160 basis points from the prior-year quarter.
Adjusted EPS was $0.81 versus $0.50 a year earlier; GAAP net loss per share narrowed to $0.98 from $1.32.
2025 revenue outlook raised to $2.22-2.25 billion; adjusted EBITDA outlook cut to $385-395 million and adjusted EPS outlook cut to $2.95-3.10.
Enovis appointed Damien McDonald, former CEO of LivaNova, as chief executive effective May 12, 2025, succeeding Matthew Trerotola, who is retiring as CEO and as board chair. Trerotola will not stand for re-election at the May 21, 2025 annual meeting, when Sharon Wienbar becomes independent chair. The company also reaffirmed its first-quarter 2025 guidance, leaving its outlook unchanged.
McDonald served as CEO of LivaNova from January 2017 to April 2023 and joins the Enovis board after the May 21, 2025 annual meeting.
Compensation includes a $1,000,000 base salary, a target bonus of 125% of salary, and initial equity awards of $3,250,000 in time-based and $3,250,000 in performance-based restricted stock units.
Severance is 12 months of salary plus target bonus if terminated within one year of appointment, or two times salary plus two times target bonus after that.
First-quarter 2025 guidance was reaffirmed: revenue of $555 to $563 million and adjusted EBITDA of $97 to $100 million.
Enovis CEO Matthew Trerotola will retire once the Board appoints a successor, and on March 13, 2025 he signed a retirement and transition agreement to stay on as an Executive Advisor for one year after that appointment. The filing does not name a successor, so shareholders do not yet know who will lead the company.
Trerotola first notified the Board of his intention to retire on February 25, 2025.
Retirement and transition agreement dated March 13, 2025, runs for a one-year Transition Period from the successor's appointment date.
Base salary continues in full through the second calendar month after the appointment date, then drops to a reduced level of no less than 50% of current salary.
Trerotola will not receive new equity or long-term incentive cash awards during the Transition Period.
Enovis reported fourth-quarter 2024 net sales of $561 million, up 23% on a reported basis, and adjusted earnings of $0.98 per diluted share, compared with $0.79 a year earlier. A $645 million non-cash goodwill impairment charge produced a fourth-quarter net loss from continuing operations of $704 million. The company also gave 2025 guidance of $2.19-2.22 billion in revenue and $3.10-3.25 in adjusted earnings per share, and CEO Matt Trerotola said he intends to retire once a successor is appointed.
Q4 2024 net sales $561 million, up 23% reported and 6% on a Comparable Sales basis
Q4 2024 net loss from continuing operations $704 million, including a $645 million goodwill impairment charge
Full-year 2024 net sales $2.1 billion, up 23%; full-year net loss from continuing operations $827 million
2025 outlook: revenue $2.19-2.22 billion, adjusted EBITDA $405-415 million, adjusted EPS $3.10-3.25; CEO Matt Trerotola plans to retire upon successor appointment
Enovis CEO Matt Trerotola told the Board on February 25, 2025, that he intends to retire, effective when the Board appoints and his successor assumes the CEO role. The Board is working with an executive search firm to find the next CEO, and the filing does not name a candidate or a timeline for the appointment.
Trerotola notified the Board of his retirement intention on February 25, 2025, and the company announced it in a February 26, 2025 press release.
He will stay on as an employee and Executive Advisor to the company and his successor for one year after the successor is appointed, under a Retirement and Transition Agreement not yet executed.
The Board is working with an executive search firm to identify the next CEO, described as a growth-oriented MedTech leader.
Trerotola will address the transition on the fourth quarter and full-year 2024 results call scheduled for 8:30 a.m. ET on February 26, 2025.
Enovis reported third-quarter 2024 net sales of $505 million, up 21% on a reported basis, and a net loss from continuing operations of $34 million, or $0.61 per share, compared with a $0.36 loss a year earlier. Adjusted earnings per diluted share rose to $0.73 from $0.56, and the company raised its full-year adjusted EPS guidance to $2.75-$2.80, while narrowing its revenue and adjusted EBITDA expectations.
Q3 net sales of $505 million grew 21% reported and 6% on a comparable basis; Reconstructive sales rose 57% reported.
Q3 net loss from continuing operations was $34 million, or $0.61 per share; adjusted EPS was $0.73, up 30% year over year.
Full-year 2024 adjusted EPS guidance raised from $2.62-$2.77 to $2.75-$2.80.
Full-year revenue is estimated at $2.10 billion and adjusted EBITDA at $373-$378 million.
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