Azenta, Inc.

1. Nature of Operations

Azenta, Inc. (“Azenta”, or the “Company”) is a leading global provider of biological and chemical compound sample exploration and management solutions for the life sciences industry. The Company entered the life sciences market in2011, leveraging its in-house precision automation and cryogenics capabilities that it was then applying in the semiconductor manufacturing market. This led the Company to develop and provide solutions for automated ultra-cold storage. Since then, the Company has expanded its life sciences offerings through internal investments and through a series of acquisitions. The Company supports its customers from research and clinical development to commercialization with its sample management, automated storage, as well as genomic services expertise to help its customers bring impactful therapies to market faster. The Company understands the importance of sample integrity and offers a broad portfolio of products and services supporting customers at every stage of the life cycle of samples, including procurement, automated storage systems, genomic services and a multitude of sample consumables, informatics and data software, and sample repository services. The Company's expertise, global footprint, and leadership positions enable it to be a trusted global partner to pharmaceutical, biotechnology, and life sciences research institutions.

During thefirst quarter of fiscal year2025, following approval by the Board of Directors of the Company, the Company publicly announced its plan to sell the B Medical Systems business. The B Medical Systems business operates as a separate business unit within the Company and focuses on the manufacturing and distribution of temperature-controlled storage and transportation solutions in international markets to governments, health institutions, and non-government organizations.

The Company determined that the B Medical Systems business met the “held for sale” criteria and “discontinued operations” criteria in accordance with Financial Accounting Standard Boards (“FASB”) Accounting Standards Codification (“ASC”)205, Presentation of Financial Statements (“FASB ASC205”) as of* November 12, 2024.Results related to the B Medical Systems business are included within discontinued operations. Please refer to Note3,* Discontinued Operations for further information about the discontinued business. The Consolidated Balance Sheet and Consolidated Statements of Operations, as well as the notes to the Consolidated Financial Statements, have been reclassified for all periods presented to reflect the discontinuation of the B Medical Systems business in accordance with FASB ASC205. The Consolidated Statements of Cash Flows include the results of continuing and discontinued operations. The discussion in the notes to Consolidated Financial Statements, unless otherwise stated, relate solely to the Company’s continuing operations.

Also included in discontinued operations is a loss contingency related to the Company's sale of the semiconductor automation business in* February 2022.The Company accrued a liability for the loss contingency and had an accrued liability of $2.1 million as of September 30, 2025.*

2. Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

The accompanying Consolidated Financial Statements include the accounts of the Company and all entities where it has a controlling financial interest and have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). All intercompany balances and transactions have been eliminated in consolidation.

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Revisions to Previously Issued Financial Statements and Financial Information

In connection with the preparation of its fiscal year2025 financial statements, the Company identified errors in its consolidated financial statements for the years ended* September 30, 2024and2023,* as well as for interim periods within those years and thefirst three quarters and year-to-date periods within fiscal year2025. Specifically, the Company's historical classification of certain operating expenses was misclassified between cost of revenue and operating expenses in its Consolidated Statement of Operations. The Company is revising the previously issued financial statements for those periods to correct this error. Additionally, the Company is correcting for other previously identified immaterial misstatements, including (i) an understatement of the loss from discontinued operations for the interim period ended* March 31, 2025, (ii) the effects of exchange rate changes on the Company’s foreign denominated restricted cash and (iii) certain other immaterial prior period errors. The applicable accompanying notes to the consolidated financial statements have also been revised for the impact of these adjustments. As discussed in Note3,* Discontinued Operations, the B Medical business has been treated as discontinued operations starting in fiscal2025. As a result, these "As reported" figures are the originally reported figures for the years ended* September 30, 2024and2023* after recasting for the impact of discontinued operations.

The Company assessed the effect of the errors on prior periods under the guidance of Securities and Exchange Commission (“SEC”) Staff Accounting BulletinNo. 99, “Materiality,” codified in ASC250, Accounting Changes and Error Corrections (“ASC250”). Based on its assessment, the Company determined that the errors werenot material to any previously issued financial statements.

The following table summarizes the impact of the revisions in the Consolidated Statements of Operations for the years ended* September 30, 2024and2023* (in thousands, except per share data):

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The following table summarizes the impact of the revisions in the Consolidated Statements of Comprehensive Income (Loss) for the years ended* September 30, 2024and2023* (in thousands):

The following table summarizes the impact of the revisions in the Consolidated Statements of Cash Flows for the years ended* September 30, 2024and2023* (in thousands):

The following table summarizes the impact of the revisions in the Consolidated Balance Sheet as of* September 30, 2024 (in thousands). In addition to the impact of the revision, previously reported amounts have been reclassified to conform to the fiscal2025* period presentation for certain balance sheet reclassification adjustments as discussed in more detail below. All reclassifications were made to provide comparability between periods andnone of the reclassifications had an impact on stockholders' equity or net income.

Certain amounts, previously included in the “Prepaid expenses and other current assets” as of* September 30, 2024in the Consolidated Balance Sheets, have been reclassified to the “Refundable Income Taxes” for the fiscal2025* period. The “Accrued VAT payable” as of* September 30, 2024in the Consolidated Balance Sheets, has been included in the “Accrued expenses and other current liabilities” for the fiscal2025* period. The derivative liability was included in “Accrued expenses and other current liabilities” as of* September 30, 2024in the Consolidated Balance Sheets and has been conformed for the fiscal2025* period. Certain amounts, previously included in the “Long-term tax reserves” as of* September 30, 2024in the Consolidated Balance Sheets, have been reclassified to the “Other long-term liabilities” for the fiscal2025* period. All reclassifications were made to provide comparability between periods andnone of the reclassifications had an impact on stockholders' equity or net income. There wereno other reclassifications for the periods reported.

The impact of the revisions on the Consolidated Statements of Stockholders' Equity was solely within net (loss) income for errors impacting accumulated deficit as shown above.

Use of Estimates

The preparation of financial statements in accordance with GAAP requires management to make certain estimates and assumptions that affect amounts reported in the financial statements and notes thereto. Although these estimates are based on the Company’s knowledge of current events and actions it* mayundertake in the future, actual results may*differ from these estimates. Estimates are associated with recording accounts receivable, inventories, goodwill, intangible assets other than goodwill, contingent consideration liabilities related to business combinations, long-lived assets, derivative financial instruments, deferred income taxes, warranty obligations, revenue over time, stock-based compensation expense, and other accounts. The Company assesses the estimates on an ongoing basis and records changes in estimates in the period they occur and become known.

Business Combinations

The Company accounts for business acquisitions using the purchase method of accounting, in accordance with which, assets acquired (including identifiable intangible assets), and liabilities assumed are recorded at their respective fair values at the acquisition date. The fair value of the consideration paid, including contingent consideration, is assigned to the assets acquired and liabilities assumed based on their respective fair values. Goodwill represents the excess of the purchase price over the estimated fair values of the assets acquired and liabilities assumed.

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Significant judgment is used in determining fair values of assets acquired and liabilities assumed and contingent consideration, as well as identified intangible assets and their estimated useful lives. Fair value and useful life determinations* may*be based on valuations that utilize among other factors, estimates of revenue growth rates, operating expenses, integration costs, obsolescence factors, future expected cash flows and discount rates attributable to completed technology and other acquired intangible assets. When estimating the assumptions to be used in the valuation, the Company includes a consideration of current industry information, market and economic trends, historical results of the acquired business, and other relevant factors. These assumptions are forward-looking and could be affected by future economic and market conditions. Adjustments to fair values of assets and liabilities made after the end of the measurement period are recorded within our operating results.

Changes in the fair value of contingent consideration resulting from a change in the underlying inputs are recognized in results of operations until the arrangement is settled.

The Company classifies assets and liabilities as held for sale (“disposal group”) when management commits to a plan to sell the disposal group, the sale is probable withinone year and the disposal group is available for immediate sale in its present condition. The Company considers various factors, particularly whether actions required to complete the plan indicate it is unlikely that significant changes to the plan will be made or the plan will be withdrawn. Assets held for sale are measured at the lower of carrying value or fair value less costs to sell. Any loss resulting from the measurement is recognized in the period the held for sale criteria are met. Conversely, gains arenot recognized until the date of the sale. When the disposal group is classified as held for sale, depreciation and amortization for most long-lived assets ceases and the Company tests the assets for impairment.

Foreign Currency Translation and Transaction Accounting

All assets and liabilities of the Company’s subsidiaries operating in non-U.S. dollar currencies are translated into the reporting currency at period-end exchange rates, while revenue, expenses, gains and losses are translated at the average exchange rates during the period. Resulting translation adjustments are reflected in the “Accumulated other comprehensive income (loss)” in the Consolidated Balance Sheets and presented as “Foreign currency translation adjustments” in the Consolidated Statements of Comprehensive Income (Loss).

The determination of the functional currency of the Company’s subsidiaries is based on their financial and operational environment and is the local currency of the Company’s foreign subsidiaries. Certain transactions of the Company and its subsidiaries are denominated in currencies other than their functional currency. Foreign currency exchange gains (losses) generated from the settlement and remeasurement of these transactions are recognized in earnings and presented within “Other income (expense)” in the Consolidated Statements of Operations. Net foreign currency transaction and remeasurement losses totaled $2.0 million, $2.8 million and $4.2 million for the fiscal years ended* September 30, 2025,*2024 and2023, respectively.

Derivative Financial Instruments

The Company has transactions and balances denominated in currencies other than the functional currency of the transacting entity. Most of these transactions carry foreign exchange risk in Germany, the United Kingdom and China. The Company enters into foreign exchange contracts to reduce its exposure to currency fluctuations. The arrangements typically mature inthree months or less and they donot qualify for hedge accounting. Net gains and losses related to foreign exchange contracts are recorded as a component of “Other income (expense)” in the Consolidated Statements of Operations.

The fair values of the forward contracts are recorded in the Consolidated Balance Sheets as “Derivative asset” and “Derivative liability”. Foreign exchange contract assets and liabilities are measured and reported at fair value based on observable market inputs and classified within Level2 of the fair value hierarchy described below due to a lack of an active market for these contracts.

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All derivatives, whether designated as a hedging relationship ornot, are recorded in the Consolidated Balance Sheets at fair value. The accounting for changes in fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, the Company must designate the hedging instrument as a fair value hedge, cash flow hedge or a hedge of a net investment in a foreign operation based on the exposure being hedged. Certain derivatives held by the Company arenot designated as hedges but are used in managing exposure to changes in foreign exchange rates.

A fair value hedge is a derivative instrument designated for the purpose of hedging the exposure to changes in fair value of an asset or a liability resulting from a particular risk. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and of the hedged item attributable to the hedged risk are both recognized in the results of operations and presented in the same caption in the Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income (Loss).

A cash flow hedge is a derivative instrument designated for the purpose of hedging the exposure to variability in future cash flows resulting from a particular risk. If the derivative is designated as a cash flow hedge, the effective portions of changes in the fair value of the derivative are recorded in “Accumulated other comprehensive income (loss)” in the Consolidated Balance Sheets and recognized in the results of operations when the hedged item affects earnings. Ineffective portions of changes in the fair value of cash flow hedges are recognized in the results of operations.

A hedge of a net investment in a foreign operation is achieved through a derivative instrument designated for the purpose of hedging the exposure of changes in value of investments in foreign subsidiaries. If the derivative is designated as a hedge of a net investment in a foreign operation, the effective portions of changes in the fair value of the derivative are recorded in “Accumulated other comprehensive income (loss)” in the Consolidated Balance Sheets as a part of the foreign currency translation adjustment. Ineffective portions of net investment hedges are recognized in the results of operations.

For derivative instrumentsnot designated as hedging instruments, changes in fair value are recognized in the Consolidated Statements of Operations as gains or losses consistent with the classification of the underlying risk.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash deposits and cash equivalents, marketable securities, derivative instruments, and accounts receivable. All of the Company’s cash and cash equivalents, restricted cash, marketable securities and derivative instruments are maintained by major financial institutions.

The Company invests cashnot used in operations in investment grade, high credit quality securities in accordance with the Company’s investment policy which provides guidelines and limits regarding investments type, concentration, credit quality and maturity terms aimed at maintaining liquidity and reducing risk of capital loss.

The Company regularly monitors the creditworthiness of its customers and believes that it has adequately provided for exposure to potential credit losses. The Company’sten largest customers accounted for approximately 25%,20% and 20% of its consolidated revenue for the fiscal years ended* September 30, 2025,*2024 and2023, respectively. There wereno customers that accounted for more than10% of the Company's consolidated revenue for fiscal years2025,2024, and2023.

Marketable Securities

The Company invests in marketable securities that are classified as available-for-sale and records them at fair value in the Consolidated Balance Sheets. Marketable securities reported as current assets represent investments that mature withinone year from the balance sheet date. Long-term marketable securities represent investments with maturity dates greater thanone year from the balance sheet date.

Unrealized gains and losses are excluded from earnings and reported as a separate component of “Accumulated other comprehensive income (loss)” in the Consolidated Balance Sheets until the security is sold or matures. Gains or losses realized from sales of marketable securities are computed based on the specific identification method and recognized as a component of “Other income (expense)” in the Consolidated Statements of Operations.

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The Company reviews the marketable securities for impairment at each reporting date to determine if any of the securities have experienced an other-than-temporary decline in fair value. The Company considers factors, such as the length of time and extent to which the market value has been less than the cost, the financial condition and near-term prospects of the issuer, the Company’s intent to sell, or whether it is more likely thannot it will be required to sell the investment before recovery of its amortized cost basis. If the Company believes that an other-than-temporary decline in fair value has occurred, it writes down the investment to its fair value and recognizes the credit loss in earnings and the non-credit loss in “Accumulated other comprehensive income (loss)” in the Consolidated Balance Sheets.

Fair Value Measurement

The Company measures certain financial assets and liabilities, including cash equivalents, available-for-sale securities, accounts receivable, accounts payable, contingent consideration liability, and derivative instruments at fair value. The Company applies a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The following levels of inputs* may*be used to measure fair value:

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs, as well as considering counterparty credit risk in its assessment of fair value.

The Company measures certain assets, including the cost and equity method investments, at fair value on a nonrecurring basis when they are deemed to be other-than-temporarily impaired. The fair values of these investments are determined based on valuation techniques using the best information available, and* may*include quoted market prices, market comparable prices, and discounted cash flow projections. An impairment charge is recorded when the cost of the investment exceeds its fair value and this condition is determined to be other-than-temporary.

Cash and Cash Equivalents, and Restricted Cash

Cash and cash equivalents consist of cash and highly liquid investments with original maturities ofthree months or less that are readily convertible to known amounts of cash. Cash equivalents are reported at fair value.

The Company classifies long-term restricted cash balances within “Other assets” on the Consolidated Balance Sheets based upon the term of the remaining restrictions. Amounts included in restricted cash balance represent cash on hand required to be set aside by a contractual agreement with our customers and funds held as collateral for bank guarantees.

Accounts Receivable and Allowance for Expected Credit Losses

Trade accounts receivable donot bear interest and are recorded at the invoiced amount. The Company maintains an allowance for expected credit losses representing its best estimate of expected credit losses related to its existing accounts receivable and their net realizable value. The Company determines the allowance based on several factors, including an evaluation of customer credit worthiness, the age of the outstanding receivables, economic trends, historical experience and other information over the payment periods. The Company reviews and adjusts the allowance for expected credit losses on a quarterly basis. Accounts receivable balances are written off against the allowance for expected credit losses when the Company determines that the balances arenot recoverable. Provisions for expected credit losses are recorded in “Selling, general and administrative” expenses in the Consolidated Statements of Operations. The Company doesnot have any off-balance-sheet credit exposure related to its customers.

Inventories

Inventories are stated at the lower of cost or net realizable value determined on afirst-in,first-out basis and include the cost of materials, labor and manufacturing overhead. The Company reports inventories at their net realizable value and provides reserves for excess, obsolete or damaged inventory based on changes in customer demand, technology and other economic factors.

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Fixed Assets, Intangible Assets and Impairment of Long-lived Assets

Property, plant and equipment are stated at cost, net of accumulated depreciation. Depreciation expense is computed based on the straight-line method and charged to results of operations to allocate the cost of the assets over their estimated useful lives, as follows:

Leasehold improvements are amortized over the shorter of their estimated useful lives or the remaining terms of the respective leases. Equipment used for demonstrations to customers is included in machinery and equipment and depreciated over its estimated useful life. Repair and maintenance costs are expensed as incurred.

The Company has developed software for internal use. Internal and external labor costs incurred during the application development stage of a project are capitalized. Costs incurred prior to application development and post implementation are expensed as incurred. Training and data conversion costs are expensed as incurred.

Long lived assets and their associated accumulated depreciation are derecognized upon their retirement or at the time of disposal, and the resulting gain or loss is included in the Company’s results of operations.

The Company identified finite-lived intangible assets other than goodwill as a result of acquisitions. Finite-lived intangible assets are valued based on estimated future cash flows and amortized over their estimated useful lives based on methods that approximate the pattern in which the economic benefits are expected to be realized.

Finite-lived intangibles assets and fixed assets are tested for impairment when indicators of impairment are present. For purposes of this test, long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. If the Company determines that indicators of potential impairment are present, it assesses the recoverability of long-lived asset group by comparing its undiscounted future cash flows to its carrying value, and an impairment loss is recognized in operating results to the extent any finite-lived intangible asset’s carrying value exceeds its calculated fair value. The future cash flow period is based on the future service life of the primary asset within the long-lived asset group.

Finite-lived intangible assets are amortized over their useful lives, as follows:

Leases

The Company has operating leases for real estate and non-real estate and finance leases for non-real estate. The classification of a lease as operating or finance and the determination of the right-of-use asset (“ROU asset”) and lease liability are determined at lease inception. The ROU asset represents the Company’s right to use an underlying asset for the lease term and the lease liability represents the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. As most of the Company’s leases donot provide an implicit rate, an incremental borrowing rate is used based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. Lease terms* may*include options to extend or terminate the lease when it is reasonably certain that the option will be exercised. Lease expense is recognized on a straight-line basis over the lease term.

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The Company’s lease agreements* may*contain lease and non-lease components. Non-lease components primarily include payments for maintenance and utilities. Fixed payments for non-lease components are combined with lease payments and accounted for as a single lease component which increases the amount of the ROU asset and liability.

The ROU asset for operating leases is included within “Operating lease right-of-use assets” and the ROU asset for finance leases is included within “Property, plant and equipment, net” in the Consolidated Balance Sheets. The short-term lease liabilities for both operating leases and finance leases are included within “Accrued expenses and other current liabilities” in the Consolidated Balance Sheets. The long-term lease liabilities for operating leases and finance leases are included within “Long-term operating lease liabilities”, and “Other long-term liabilities”, respectively, in the Consolidated Balance Sheets.

Goodwill

Goodwill represents the excess of purchase price over the fair value of net tangible and identifiable intangible assets of businesses acquired by the Company. Goodwill is tested for impairment annually or more often if impairment indicators are present at the reporting unit level. The Company elected* April**1st as its annual goodwill impairment assessment date. If the existence of events or circumstances indicates that it is more likely thannot* that fair values of the reporting units are below their carrying values, the Company performs additional impairment tests during interim periods to evaluate goodwill for impairment.

Application of the goodwill impairment test requires significant judgment based on market and operational conditions at the time of the evaluation, including management’s best estimate of future business activity and the related estimates of future cash flows from the reporting units that include the associated goodwill. These periodic evaluations could cause management to conclude that impairment factors exist, requiring an adjustment of these assets to their then-current fair market values. Future business conditions and/or activity could differ materially from the projections made by management which could result in impairment charges.

The goodwill impairment test is performed at the reporting unit level. A reporting unit is either an operating segment orone level below it, which is referred to as a “component”. The level at which the impairment test is performed requires an assessment of whether the operations below an operating segment constitute a self-sustaining business, in which case testing is generally performed at this level.

The Companyfirst assesses qualitative factors to determine whether the existence of events or circumstances indicates that it is more likely thannot that the fair value of a reporting unit is less than its carrying value. If the Company determines, based on this assessment, that it is more likely thannot that the fair value of the reporting unit is less than its carrying value, management performs a quantitative goodwill impairment test by comparing the reporting unit’s fair value with its carrying value. An impairment loss is recognized for the amount by which the reporting unit’s carrying value exceeds its fair value, up to the total amount of goodwill allocated to the reporting unit.

The Company determines fair values of its reporting units based on the income approach or a blend of the income and market approaches with weighting. The discounted cash flow method (the “DCF Method”) is used in the income approach which is based on projected future cash flows and terminal value estimates discounted to their present values. Terminal value represents the present value an investor would pay on the valuation date for the rights to the cash flows of the business for the years subsequent to the discrete cash flow projection period. The guideline company method is used in the market approach and publicly traded companies in similar lines of business are identified and used in an analysis to estimate the fair value. In addition, the Company compares the aggregate values of its net corporate assets and reporting unit fair values to its overall market capitalization and uses certain market-based valuation techniques to assess the reasonableness of the reporting unit fair values determined in accordance with the income approach or a blend of the income and market approaches with weighting.

Warranty Obligations

The Company establishes reserves for estimated costs of product warranties based on historical information. Product warranty reserves are recorded at the time product revenue is recognized, and retrofit accruals are recorded at the time retrofit programs are established. The Company’s warranty obligation is affected by product failure rates, utilization levels, material usage, service delivery costs incurred in correcting a product failure and supplier warranties on parts delivered by the Company.

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Revenue Recognition

The Company generates revenue from the following sources:

The Company recognizes revenue for the transfer of such promised products or services to customers in an amount that reflects the consideration to which the Company expects to be entitled to in exchange for those products or services. Under ASC606, Revenue from Contracts with Customers (“ASC606”), revenue is recognized when, or as, the transfer of control of the underlying performance obligation occurs. To determine the amount of consideration the Company expects to be entitled to and whether transfer of control has occurred, the Company applies the followingfive-step model:

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As a result of applying thisfive-step model under ASC606, the Company recognizes revenues from its sale of products and services as follows:

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Government Assistance

The Company receives government assistance from various domestic and foreign, local, regional and national governments which vary in size and duration in the form of cash grants or refundable tax credits. The government assistance typically specifies conditions that must be met in order for it to be earned, such as employee retention targets, completion of employee training, or the construction or acquisition of property and equipment and are often time bound. If conditions arenot satisfied or if the duration period for the arrangement isnot met, the government assistance is often subject to reduction, repayment, or termination.

The Company’s policy is to recognize a benefit in the Consolidated Statements of Operations in “Other, net” over the life of the asset or duration of the program when the Company has reasonable assurance that it will comply with the conditions under the government assistance and the government assistance will be received, refundable tax credits* may*also result in a reduction in “Accrued income taxes payable” in the Consolidated Balance Sheets. If government assistance is received or is probable of receipt and the amount is determinable by the Company in advance of completion of the conditions, the government assistance is recognized in “Accrued expenses and other current liabilities” or “Other long-term liabilities” in the Consolidated Balance Sheets, as appropriate.

In fiscal year2025, approximately $0.7 million of government assistance was recognized in “Other, net” in the Consolidated Statement of Operations. The Company also received advance cash government assistance of $1.9 million, which was recognized within “Other long-term liabilities” in the Consolidated Balance Sheet. In fiscal year2024, approximately $2.1 million of government assistance was recognized in “Other, net” in the Consolidated Statement of Operations. The Company also received advance cash government assistance in fiscal year2024 of $1.4 million is recognized within “Other long-term liabilities” in the Consolidated Balance Sheets.

Research and Development Expense

Research and development costs are expensed as incurred. Research and development costs consist primarily of personnel expenses related to development of new products, as well as enhancements and engineering changes to existing products and development of hardware and software components.

Restructuring Charges

Accounting for the timing and amount of termination benefits provided by the Company to employees is determined based on whether: (a) the Company has a substantive plan to provide such benefits, (b) the Company has a written employment contract with the affected employees that includes a provision for such benefits, (c) the termination benefits are due to the occurrence of an event specified in an existing plan or agreement, or (d) the termination benefits are aone-time benefit. In certain circumstances, employee termination benefits* maymeet more thanone* of the characteristics listed above and therefore,* may*have individual elements that are subject to different accounting models.

From time to time when executing a restructuring or exit plan, the Company also incurs costs other than termination benefits, such as impairments of long-lived assts that areno longer used in operations (including ROU assets, facility-related property and equipment) and termination costs or penalties to cancel a contractual obligation. Such costs are recognized when incurred, which generally occurs at the contract termination or over the period from when a plan to abandon a leased facility is approved through the cease-use date but charges* may*continue over the remainder of the original contractual period.

Stock-Based Compensation

The fair value of restricted stock units is determined based on the number of shares granted and the closing price of the Company’s common stock quoted on the Nasdaq Stock Market on the date of grant. For awards that vest based on service conditions, the Company recognizes stock-based compensation expense on a straight-line basis over the requisite service period. For awards that vest subject to performance conditions, the Company recognizes stock-based compensation expense ratably over the performance period if it is probable that performance condition will be met and adjusts for the percentage of shares probable of achieving the performance goals. Each quarter, management assesses the probability of achieving the performance goals. The Company makes estimates of stock award forfeitures and the number of awards expected to vest. The Company considers many factors in developing forfeiture estimates, including award types, employee classes and historical experience. Current estimates* may*differ from actual results and future changes in estimates.

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In* November 2024,the Company issued restricted stock unit awards with vesting based on market conditions, which will vest based on achievement of the Company's relative total shareholder return against the defined peer group over athree*-year period. The fair values for those grants that include vesting based on market conditions are estimated using the Monte Carlo simulation model. The key assumptions used in the Monte Carlo simulation included (i) the expected volatility based on thethree-year daily historical volatility as measured on the grant date, (ii) risk-free interest rate based on U.S. Treasury constant maturities yields as of the grant date, (iii) correlation assumption based on daily share price changes overthree years between the Company and the peer companies measured on the grant date, and (iv)no expected dividend yield. The compensation cost is recognized ratably over the requisite service period for those grants, which willnot be reversed solely because the market condition isnot satisfied.

Income Taxes

The Company records income taxes using the asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases, as well as operating loss and tax credit carryforwards. The Consolidated Financial Statements contain certain deferred tax assets that were recorded as a result of operating losses, as well as other temporary differences between financial and tax accounting. A valuation allowance is established against deferred tax assets if, based upon the evaluation of positive and negative evidence and the extent to which that evidence is objectively verifiable, it is more likely thannot that some or all of the deferred tax assets willnot be realized.

Significant management judgment is required in determining the Company’s income tax (benefit) expense, the Company’s deferred tax assets and liabilities and any valuation allowance recorded against those net deferred tax assets. The Company evaluates the weight of all available evidence to determine whether it is more likely thannot that some portion or all of the net deferred income tax assets willnot be realized.

The calculation of the Company’s income tax liabilities involves consideration of uncertainties in the application of complex tax regulations. The Company recognizes liabilities for uncertain tax positions based on atwo-step process. Thefirst step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely thannot that the position will be sustained upon an audit conducted by taxing authorities, including resolution of related appeals or litigation processes, if any. If the Company determines that a tax position will more likely thannot be sustained, thesecond step requires the Company to estimate and measure the tax benefit as the largest amount that is more likely thannot to be realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as the Company must determine the probability of various possible outcomes. The Company re-evaluates these uncertain tax positions on a quarterly basis. This evaluation is based on factors, such as changes in facts or circumstances, tax law, new audit activity and effectively settled issues. Determining whether an uncertain tax position is effectively settled requires judgment. A change in recognition or measurement* may*result in the recognition of a tax benefit or an additional charge to the tax expense.

The Company* mayenter into complex, significant transactions involving mergers, acquisitions and legal entity restructurings that cross multiple tax jurisdictions. Such transactions mayrequire the engagement of outside advisors to provide expertise in developing tax positions and opinions on transactions. These advisors can include tax, legal, accounting and valuation specialists. All inputs are considered as the Company evaluates the ability to claim tax benefits with regard to such transactions in establishing the proper more likely thannot* position noted previously. Even when the Company concludes to meet the more likely thannot standard, risk* maystill exist that the taxing authorities may*challenge the position, and these risks are greater with greater complexity of the transaction.

During fiscal year2025, the Company recorded a $45.6 million benefit for a worthless stock deduction in the United States, which was reflected as a long-term tax receivable on the balance sheet, net of an unrecognized tax benefit of $2.5 million. This transaction involved legal restructuring in foreign jurisdictions and the use of outside specialists. The Company, with the assistance of specialists, evaluated the deduction and believes it is more likely thannot to be sustained on its technical merits and has recognized the benefit accordingly in its financial statements. The tax benefit will result from the carryback of a capital loss, which will be subject to Joint Committee on taxation review due to the amount of the refund claim. The outcome of such review could result in a change to the tax benefit that was previously recorded in the financial statements.

Net Income (Loss) per Share

Basic income or loss per share is determined by dividing net income or loss by the weighted average common shares outstanding during the period. Diluted income or loss per share is determined by dividing net income or loss by diluted weighted average shares outstanding during the period. Diluted weighted average shares reflect the dilutive effect, if any, of potential common shares. To the extent their effect is dilutive, employee equity awards and other commitments to be settled in common stock are included in the calculation of diluted income or loss per share based on the treasury stock method. Potential common shares are excluded from the calculation of dilutive weighted average shares outstanding if their effect would be anti-dilutive at the balance sheet date based on a treasury stock method or due to a net loss.

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Recently Adopted Accounting Pronouncements

In* November 2023,the FASB issued Accounting Standards Update ("ASU")2023-07, Improvements to Reportable Segment Disclosures. The standard expands reportable segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. The Company adopted the new guidance beginning for fiscal year2025.* Adoption of the new standard didnot have a material impact on the Company's consolidated results of operations, financial position or cash flows. The incremental disclosure required under the standard appear in Note18, Segment and Geographic Information.

In2021, the Organization of Economic Cooperation and Development (“OECD”) introduced its Pillar II Framework Model Rules (“Pillar2”), which are designed to impose a15% global minimum tax on the earnings of in-scope multinational corporations on a country-by-country basis. Certain aspects of Pillar2 took effect on* January 1, 2024while other aspects went into effect on January 1, 2025.The Company doesnot* expect the adoption of this standard to have a material impact on its consolidated financial statements as the Company doesnot expect to meet the consolidated revenue threshold of*€750* million over the nexttwelve months.

Recently Issued Accounting Pronouncements

In* December 2023,the FASB issued ASU2023*-09, Income Taxes (Topic740*):* Improvements to Income Tax Disclosures. The ASU is intended to enhance the transparency and decision usefulness of income tax disclosures primarily through changes to the rate reconciliation and income taxes paid information. This update is effective for annual periods beginning after* December 15, 2024,though early adoption is permitted. The Company will adopt this standard in fiscal year2026,* which will result in an increase in disclosures required.

In* November 2024,the FASB issued ASU2024*-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures: Disaggregation of Income Statement Expenses. The ASU requires companies to disaggregate operating expenses into specific categories such as employee compensation, depreciation, and intangible asset amortization, by relevant expense caption on the statement of operations. Additionally, in* January 2025,the FASB issued ASU2025*-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures, to clarify the effective date of ASU2024-03. ASU2025-01 is effective for fiscal years beginning after* December 15, 2026,and interim periods within annual reporting periods beginning after December 15, 2027,*on a retrospective or prospective basis, with early adoption permitted. The Company is currently evaluating the standard to determine the impact of adoption on its consolidated financial statements and disclosures.

In* September 2025,the FASB issued ASU2025*-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic350*-40): Targeted Improvements to the Accounting for Internal-Use Software.* The ASU simplifies the capitalization guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods. This update is effective for annual periods beginning after* December 15, 2027.The ASU may*be applied prospectively, retrospectively or using a modified transition approach. The Company is currently evaluating the impact of this ASU on its consolidated financial statements.

3. Discontinued Operations

Disposition of B Medical Systems Business

During thefirst quarter of fiscal year2025, following approval by the Board of Directors of the Company, the Company publicly announced its plan to sell the B Medical Systems business. The B Medical Systems business operates as a separate business unit within the Company and focuses on the manufacturing and distribution of temperature-controlled storage and transportation solutions in international markets to governments, health institutions, and non-government organizations. This action is intended to simplify the Company's portfolio and allow management to focus on driving revenue growth and profitability in its core businesses. The decision followed work by the Board of Directors to evaluate strategic, operational and financial opportunities to maximize stockholder value. The Company anticipates entering into a definitive agreement to sell its B Medical Systems business by the end of* December 2025.*

The Company determined that the B Medical Systems business met the “held for sale” criteria and “discontinued operations” criteria in accordance with FASB ASC205 as of* November 12, 2024.Results related to the B Medical Systems business are included within discontinued operations. The Consolidated Balance Sheet and Consolidated Statements of Operations, and the notes to the Consolidated Financial Statements, were retroactively reclassified for all periods presented to reflect the discontinuation of the B Medical Systems business in accordance with FASB ASC205.*

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The Company measured the B Medical Systems business at the lower of carrying value or fair value less cost to sell at each reporting period. During the fiscal year ended* September 30, 2025,the Company recorded $93.1 million of estimated loss on assets held for sale based on the estimated fair value of the B Medical Systems business less costs to sell the business. The fair value is based on the observable inputs received during the continued progression of the sales process. The estimated loss on assets held for sale is included in “Loss from discontinued operations, net of tax” on the Consolidated Statements of Operations for the fiscal year ended September 30, 2025and is included as a valuation allowance or contra-asset account within “Noncurrent assets held for sale” on the Consolidated Balance Sheets as of September 30, 2025.*

The following table presents the financial results of the B Medical Systems business, included within discontinued operations (in thousands):

The following table presents the significant non-cash items and capital expenditures for the discontinued operations with respect to the B Medical Systems business that are included in the Consolidated Statements of Cash Flows (in thousands):

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The carrying value of the assets and liabilities of the discontinued operations with respect to the B Medical Systems business reflected as “held for sale” on the Consolidated Balance Sheets as of* September 30, 2025* and2024 was as follows (in thousands):

Disposition of Semiconductor Business

On* February 1, 2022,the Company completed the sale of the semiconductor automation business for $2.9 billion in cash to Thomas H. Lee Partners, L.P. On July 1, 2019,the Company completed the sale of the semiconductor cryogenics business for $659.8 million to Edwards Vacuum LLC (a member of the Atlas Copco Group) (“Edwards”). Both the semiconductor automation business and the semiconductor cryogenics business are considered discontinued operations. In thethird* quarter of fiscal year2020, Edwards asserted claims for indemnification under the definitive agreement relating to alleged breaches of representations and warranties relating to customer warranty claims and inventory (the*“2020* Claim”). In addition, in* January 2023,Edwards filed a lawsuit against the Company in the Supreme Court of the State of New York in the County of New York seeking indemnification from the Company under such definitive agreement for $1.0 million and other related damages, including interest and attorney’s fees, arising from athird*-party claim that was included as part of their initial claims (the*“2023* Claim”).

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In* April 2023,the Company responded to and filed a counterclaim against Edwards for the2023* Claim alleging breach of the definitive agreements by Edwards and seeking a declaratory judgment. During thethird quarter of fiscal year2023, the Company and Edwards entered into a settlement agreement related to the2023 Claim to avoid the costs and uncertainties of potential litigation. Under the settlement agreement, the Company paid Edwards $0.8 million fromone of the indemnification escrows established at closing of the sale in return for the release of the2023 Claim and the release to the Company of $1.0 million from a separate indemnification escrow. The Company accrued a liability of $2.5 million for the2020 Claim and2023 Claim of which $0.8 million was paid during thethird quarter of fiscal year2023. The Company accrued an additional liability of $0.4 million for the2020 Claim during thethree months ended* March 31, 2025resulting in a total accrual of $2.1 million as of September 30, 2025*.

The Company had been informed that Edwards sought recovery for the2020 Claim from the representation and warranty insurance Edwards obtained in connection with the closing of the sale of the semiconductor cryogenics business. During thefirst quarter of fiscal year2025, the Company was further informed that Edwards agreed to a payment under such insurance for claimed amounts more than the applicable indemnification deductibles established under the definitive agreement, but less than the total of claimed amounts submitted for recovery. Although management believes that any indemnifiable losses in excess of the applicable deductibles established in the definitive agreement would have been covered by such insurance, and the Company further disputes any liability under applicable law, Edwards is seeking recovery from the Company for claimed amounts purportedlynot covered, or inadequately covered, by such insurance (the “Claim for Uncovered Amounts”).

On* September 12, 2025,Edwards filed a lawsuit against the Company in the Supreme Court of the State of New York in the County of New York seeking indemnification from the Company under such definitive agreement seeking more than $13 million, including attorney’s fees, arising from alleged breaches of representations and warranties relating to financial information provided by the Company in connection with the2019* transaction (the*“2025* Claim”). On* October 21, 2025,the Company filed a motion to dismiss the2025* Claim on the basis that all claims asserted in that action are time-barred. The Company’s motion to dismiss is pending as of* December 4, 2025.The Company cannot determine the probability of any losses or outcome of the Claim for Uncovered Amounts including the amount of any indemnifiable losses, if any, resulting from the2025* Claim. The Company, however, doesnot believe that this claim will have a material adverse effect on its consolidated financial position or results of operations, in each case, for continuing operations. Any potential expense incurred by the Company for these claims would be reflected in discontinued operations.

In the event of unexpected subsequent developments and given the inherent unpredictability of these matters, there can beno assurance that the Company’s assessment of these claims will reflect the ultimate outcome, and an adverse outcome in these matters could, from time to time, have a material adverse effect on the Company’s consolidated financial position or results of operations in particular quarterly or annual periods.

4. Business Combinations

The Company recorded the assets acquired and liabilities assumed related to the following acquisitions at their fair values as of the acquisition date, from a market participant’s perspective. While the Company uses its best estimates and assumptions as part of the purchase price allocation process to value the assets acquired and liabilities assumed on the acquisition date, its estimates and assumptions are subject to refinement. Fair value estimates are based on a complex series of judgments about future events and uncertainties and rely heavily on estimates and assumptions. The judgments used to determine the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, can materially impact the Company’s results of operations. The measurement period to finalize the fair values is completed withinone year after the respective acquisition date.

Ziath Ltd

On* February 2, 2023,the Company acquired Ziath, Ltd. and its subsidiaries (“Ziath”). Based in Cambridge, United Kingdom, Ziath is a leading provider of2D* barcode readers for life science applications. Founded in2005, Ziath’s innovative2D barcode readers are a key component of the laboratory automation workflow serving pharmaceutical, biotechnology and academic customers worldwide. Ziath is expected to enhance the Company’s offerings, which support the entire lifecycle of sample management from specimen collection to sample registration, storage and processing. The acquisition was completed at a purchase price of $16.0 million, net of cash acquired. The acquired business is included in the Sample Management Solutions segment.

The allocation of the consideration included $12.0 million of goodwill, $4.1 million of technology, $1.1 million of deferred tax liability, $0.6 million of customer relationships, $0.3 million of trademarks, and several other assets and liabilities. The weighted average life of completed technology is 10 years, customer relationships is 13 years, and trademarks is 13 years. The goodwill represents the Company’s ability to provide differentiated technology enabling high throughput scanning of varied formats of consumables. The goodwill isnot expected to be deductible for income tax purposes.

The Company didnot present pro forma financial information for its consolidated results of operations for the acquisition because such results are immaterial.

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5. Marketable Securities

During fiscal years2025 and2024, the Company had sales and maturities of marketable securities of $389.5 million and $666.2 million, respectively. Realized gains on the sales of marketable securities were insignificant for the fiscal year ended* September 30, 2025and2024*.

The following is a summary of the amortized cost and the fair value, including accrued interest receivable, as well as unrealized gains (losses) on the short-term and long-term marketable securities as of* September 30, 2025and2024* (in thousands):

The fair values of the marketable securities by contractual maturities at* September 30, 2025* are presented below (in thousands).

Expected maturities could differ from contractual maturities because the security issuers* may*have the right to prepay obligations without prepayment penalties.

Unrealized losses from fixed-income securities are primarily attributable to changes in interest rates. The Company doesnot believe any unrealized losses represent impairments based on the evaluation of the available evidence.

6. Derivative Instruments

Net gains and losses related to foreign exchange contracts are recorded as a component of “Other income (expense)” in the Consolidated Statements of Operations and are as follows for the fiscal years ended* September 30, 2025,*2024 and2023 (in thousands):

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The notional amounts of the Company’s derivative instruments as of* September 30, 2025and2024* were as follows (in thousands):

The fair value of derivative instruments are as follows at* September 30, 2025and2024* (in thousands):

Hedging Activities

On* February 1, 2023,the Company entered into a cross-currency swap agreement to hedge the variability of exchange rate impacts between the U.S. dollar and the Euro. Under the terms of the cross-currency swap agreement, the Company notionally exchanged $436.0 million for€400.0 million at a weighted average interest rate of 1.66%. The Company designated the cross-currency swap as a hedge of net investments againstone* of its Euro denominated subsidiaries, which requires an exchange of the notional amounts at maturity. At the maturity of the cross currency-swap on* February 1, 2024,*the Company delivered a notional amount of€400.0 million and received a notional amount of $436.0 million at a Euro to U.S. dollar exchange rate of 1.09, which included a gain of $1.4 million.

On* February 1, 2024,the Company entered into another cross-currency swap agreement to hedge the variability of exchange rate impacts between the U.S. dollar and the Euro. Under the terms of the cross-currency swap agreement, the Company notionally exchanged $76.0 million for€70.0 million at a weighted average interest rate of 1.44%. The Company designated the cross-currency swap as a hedge of net investments againstone* of its Euro denominated subsidiaries, which requires an exchange at maturity of the notional amounts. At the maturity of the cross currency-swap on* February 3, 2025,*the Company delivered a notional amount of€70.0 million and received a notional amount of $73.0 million at a Euro to U.S. dollar exchange rate of 1.0419, which included a gain of $3.0 million.

On* February 3, 2025,the Company entered into another cross-currency swap agreement to hedge the variability of exchange rate impacts between the U.S. dollar and the Euro. Under the terms of the cross-currency swap agreement, the Company notionally exchanged $260.0 million for€250.0 million at a weighted average interest rate of 1.80%. The Company designated the cross-currency swap as a hedge of net investments againstone* of its Euro denominated subsidiaries, which requires an exchange of the notional amounts at maturity on* February 2, 2026.*

The cross-currency swaps were $33.4 million and $1.9 million and recorded within a “Derivative liability” as of* September 30, 2025and September 30, 2024,*respectively, in the Consolidated Balance Sheets.

The outstanding cross-currency swap is marked to market at each reporting period, representing the fair value of the cross-currency swap, any changes in fair value are recognized as a component of “Accumulated other comprehensive income (loss)” in the Consolidated Balance Sheets. The cross-currency swap is classified within Level2 of the fair value hierarchy, described in Note2, Summary of Significant Accounting Policiesand in Note15, Fair Value Measurementsbelow.

Interest earned on the cross-currency swap is recorded within “Interest income, net” in the Consolidated Statements of Operations. For the fiscal years ended* September 30, 2025and2024*, the Company recorded interest income of $3.4 million and $3.1 million, respectively, on these instruments.

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7. Property, Plant and Equipment

Property, plant and equipment were as follows as of* September 30, 2025and2024* (in thousands):

Depreciation expense, which includes amortization expense on finance leases, was $32.0 million, $29.7 million and $29.3 million, respectively, for the fiscal years ended* September 30, 2025*,2024, and2023. The Company recorded $5.5 million of additions to property, plant and equipment for which cash payments hadnot yet been made as of* September 30, 2025*.

As of* September 30, 2025and2024*, the Company had cumulative capitalized direct costs of $38.5 million and $32.8 million, respectively, associated with the development of software for its internal use. As of* September 30, 2025*, this balance included $1.1 million associated with software still in the development stage included within “Property, plant and equipment, net” in the Consolidated Balance Sheets. During fiscal year2025, the Company capitalized direct costs of $5.7 million associated with the development of software for its internal use.

8. Goodwill and Intangible Assets

Changes to the Company’s operating segments effective* October 1, 2023resulted in a change to the Company’s reporting units, which are aligned to the Company’s operating and reportable segments (as further described in Note18,* Segment and Geographic Information below). As a result of this segment realignment, the Company allocated goodwill to the reporting units existing under the new organizational structure on a relative fair value basis as of* October 1, 2023.The Company estimated the fair values of the affected businesses based upon the present value of their anticipated future cash flows. The Company's determination of fair value involved judgment and the use of significant estimates and assumptions. The Company tested its reporting units for potential impairment immediately before and after the segment realignment and concluded that the estimated fair value of each reporting unit exceeded its respective carrying value as of October 1, 2023.*

The Company conducts an impairment assessment annually on* April 1,or more frequently if impairment indicators are present. The Company determined that a sustained decline in its stock price was an indicator of potential impairment and performed an interim quantitative goodwill impairment test for its reporting units as of June 30, 2025.The Company concluded that there wasno impairment to goodwill for its Sample Management Solutions and Multiomics reporting units as of June 30, 2025.Based on the results of the interim quantitative impairment test performed as of June 30, 2025,the fair values of the Sample Management Solutions and Multiomics reporting units exceeded their respective carrying amounts. The Company concluded that there wasno impairment to goodwill for the Sample Management Solutions and Multiomics reporting units as of June 30, 2025.The estimated fair value of each of the reporting units was derived based on the income approach and the market approach which were weighed at75%* and25%, respectively, as of* June 30, 2025.The DCF Method was used in the income approach which reflected the Company’s assumptions regarding revenue growth rates, forecasted gross profit margins, research and development expenses, selling, general and administrative expenses, capital expenditures, discount rates, terminal period growth rates, economic and market trends, and other expectations about the anticipated operating results of the Sample Management Solutions and Multiomics reporting units. The guideline company method was used in the market approach and publicly traded companies in similar lines of business were identified and used in an analysis to estimate the fair value. The Company qualitatively evaluated goodwill for impairment during the remainder of fiscal2025* and determined that there wereno events or circumstances during the period to indicate an additional quantitative goodwill impairment assessment was required.

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In the event the financial performance of any of the reporting units doesnot meet management’s expectations in the future, the Company experiences a prolonged macroeconomic downturn, or there are other negative revisions to key assumptions used in the DCF method and the guideline company method to value the reporting units, the Company* may*be required to perform additional impairment analyses with respect to such reporting units and could be required to recognize additional impairment charges.

The following table sets forth the changes in the carrying amount of goodwill by reportable segment since* September 30, 2023 (*in thousands):

(1) Changes to the Company’s operating segments effective* October 1, 2023resulted in a change to the Company’s reporting units. As a result of this segment realignment, the Company allocated goodwill to the reporting units existing under the new organizational structure on a relative fair value basis as of October 1, 2023.*

The components of the Company’s identifiable intangible assets as of* September 30, 2025and2024* are as follows (in thousands):

For further details regarding the goodwill and intangible assets obtained from acquisitions, please refer to Note4, Business Combinations.

During thesecond quarter of fiscal year2024**, the Company discontinued its sample sourcing product offering (a product line within the Sample Management Solutions segment). As a result, the Company recorded a $4.7 million impairment of intangible assets related to the sample sourcing business within “Impairment of goodwill and intangible assets” in its Consolidated Statements of Operations during the fiscal year ended* September 30, 2024.*

Amortization expense for intangible assets was $24.4 million, $28.6 million, and $32.1 million, respectively, for the fiscal years ended* September 30, 2025,*2024 and2023.

Estimated future amortization expense for the intangible assets as of* September 30, 2025* is as follows for the subsequentfive fiscal years and thereafter (in thousands):

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9. Restructuring

2024 Restructuring Plan

In thesecond quarter of fiscal year2024**, the Company launched initiatives designed to optimize resources for future growth and improve efficiency across its organization. The focus of the initiatives is to improve the Company’s profitability, which includes facilities consolidation, portfolio optimization, and organization structure simplification. The Company expects to complete the activities included in these initiatives by the end of fiscal year2026**. As of the date of issuance of the financial statements for the fiscal year ended* September 30, 2025,the Company hasnot* identified restructuring actions related to these initiatives that will result in additional material charges. The Company expects to identify additional actions as it further refines its plan, and the related initiatives in future periods will be recorded when specified criteria are met, including butnot limited to, communication of benefit arrangements or when the costs have been incurred.

The majority of the restructuring expenses associated with the initiatives described above for the fiscal year ended* September 30, 2025* are severance and related costs. Of the total restructuring expenses in the fiscal year ended* September 30, 2025,*$2.0 million is related to the Sample Management Solutions segment; $2.1 million is related to the Multiomics segment, and $1.1 million is related to corporate.

The majority of the restructuring expenses associated with the initiatives described above for the fiscal year ended* September 30, 2024are severance and related costs, operating lease related ROU asset abandonment, and fixed assets and other asset write-offs. Of the total restructuring expenses in the fiscal year ended September 30, 2024,*$3.2 million is related to the Sample Management Solutions segment and $3.3 million is the Company’s headquarters operating lease related ROU asset abandonment and corporate related severance costs.

2023 Cost Savings Plan

In thesecond andthird quarters of fiscal year2023, the Company announced cost savings plans designed to position the Company to meet the needs of its customers and accelerate growth of the business.

The majority of the restructuring expenses for fiscal years2023 are related to severance and related costs. The cost savings plans were completed and costs from the actions were fully realized by the end of thefirst quarter of fiscal year2024.

The following table presents restructuring charges recognized for the fiscal years ended* September 30, 2025and2024* (in thousands):

The following table sets forth the activity in the severance and related costs accruals for the fiscal years ended* September 30, 2025and2024* (in thousands):

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10. Leases

The Company has operating and finance leases for real estate and other assets in North America, Europe, and Asia. Non-real estate leases are primarily related to vehicles and office equipment. Lease expiration dates range between2025 and2043.

The components of lease expense for fiscal years2025 and2024 are as follows (in thousands):

Supplemental balance sheet information related to leases is as follows (in thousands, except lease term and discount rate):

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Supplemental cash flow information related to leases is as follows (in thousands):

Future lease payments for operating leases as of* September 30, 2025* are as follows for the subsequentfive fiscal years and thereafter (in thousands):

As of* September 30, 2025,in addition to the amounts disclosed above, the Company has lease commitments of approximately $4.5 million for an operating lease that was signed and will commence in thefirst* quarter of fiscal year2026.

11. Supplementary Balance Sheet Information

The following is a summary of accounts receivable at* September 30, 2025and2024* (in thousands):

The allowance for expected credit losses for the fiscal years ended* September 30, 2025,*2024 and2023 is as follows (in thousands):

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The following is a summary of inventories at* September 30, 2025and2024* (in thousands):

The activity for excess and obsolete inventory reserves is as follows for the fiscal years ended* September 30, 2025,*2024 and2023 (in thousands):

The activity for valuation allowance for deferred tax assets is as follows for the fiscal years ended* September 30, 2025,*2024 and2023 (in thousands):

The following is a summary of product warranty and retrofit activity on a gross basis for the fiscal years ended* September 30, 2025,*2024 and2023 (in thousands):

12. Stockholders’** Equity**

Share Repurchases

On* November 4, 2022,the Company's Board of Directors approved an authorization to repurchase up to $1.5 billion of the Company's common stock (the“2022* Repurchase Authorization”). On* November 23, 2022,pursuant to the2022* Repurchase Authorization, the Company entered into an accelerated share repurchase (“ASR”) agreement for the repurchase of $500 million of its common stock. Under this agreement, which settled* April 3, 2023,*the Company repurchased and retired 10.1 million shares of its common stock for $500 million.

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In* April 2023,other arrangements commenced under the2022* Repurchase Authorization with the intent of repurchasing the remaining $1.0 billion of shares of the Company's common stock through open market repurchases. As of* September 30, 2024,the Company had repurchased and retired 19.9 million shares of common stock for $1.0 billion in open market repurchases. Through the ASR agreement and open market repurchases, as of September 30, 2024,the Company had repurchased and retired 30.0 million shares of common stock for the full $1.5 billion approved under the2022* Repurchase Authorization andno authorization is available for additional repurchases. All shares repurchased under the2022 Repurchase Authorization were retired and accounted for as a reduction to stockholders’ equity in the Consolidated Balance Sheets and treated as a repurchase of common stock for purposes of calculating earnings per share as of the applicable settlement dates.No additional repurchase authorization has been approved and as such there wereno shares repurchased during the fiscal year ended* September**30,* 2025.

Effective* January 1, 2023,all corporate share repurchases are subject to aone* percent excise tax on the value of the repurchase, net of share issuances, subject to certain exclusions. The excise tax was part of The Inflation Reduction Act passed by the U.S. government in2022. The Company paid the remaining excise tax due in connection with the2022 Repurchase Authorization, totaling $11.4 million, in fiscal year2025.

Preferred Stock

Total number of shares of preferred stock authorized for issuance was 1,000,000 shares at* September 30, 2025and2024*. Preferred stock has a par value of $0.01 per share and* maybe issued at the discretion of the Board of Directors without stockholder approval with such designations, rights and preferences as the Board of Directors maydetermine. There wereno shares of preferred stock issued or outstanding at September 30, 2025* or2024.

Accumulated Other Comprehensive Income (Loss)

The following is a summary of the components of accumulated other comprehensive income (loss), net of tax, at* September 30, 2025,*2024 and2023 (in thousands):

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Unrealized gains (losses) on available-for-sale marketable securities are reclassified from “Accumulated other comprehensive income (loss)” into results of operations at the time of the securities’ sale, as described in Note5, Marketable Securities. Amounts reclassified from accumulated other comprehensive income (loss) related to pension liability adjustments represent amortization of actuarial gains and losses.

**13. **Revenue from Contracts with Customers

Disaggregated Revenue

The Company disaggregates revenue from contracts with customers in a manner that depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. The following is revenue by significant business line for the fiscal years ended* September 30, 2025,*2024 and2023 (in thousands):

(1) Core Products are Automated Stores, Cryogenic Systems, Automated Sample Tube, Consumables and Instruments and Controlled Rate Thawing Devices.

Contract Balances

Accounts Receivable, Net.Accounts receivable represent rights to consideration in exchange for products or services that have been transferred by the Company, when payment is unconditional and only the passage of time is required before payment is due. Accounts receivable donot bear interest and are recorded at the invoiced amount. The Company maintains an allowance for expected credit losses representing its best estimate of probable credit losses related to its existing accounts receivable and their net realizable value. The Company determines the allowance for expected credit losses based on a number of factors, including an evaluation of customer credit worthiness, the age of the outstanding receivables, economic trends, historical experience, and other information through the payment periods. Accounts receivable, net were $142.2 million and $154.2 million at* September 30, 2025* and2024, respectively.

Contract Assets.Contract assets represent rights to consideration in exchange for products or services that have been transferred by the Company, when payment is conditional on something other than the passage of time. These amounts typically relate to contracts where the right to invoice the customer isnot present until completion of the contract or the achievement of specified milestones and the value of the products or services transferred exceed this constraint. Contract assets are classified as current as they are expected to convert to cash withinone year. Contract asset balances which are included within “Prepaid expenses and other current assets” on the Consolidated Balance Sheet, were $37.3 million and $28.9 million at* September 30, 2025* and2024, respectively. Revenue of $30.4 million recognized during the year ended* September 30, 2025* and $18.6 million recognized during the year ended* September 30, 2024* contributed to the contract asset balances at* September 30, 2025* and2024, respectively.

Contract Liabilities.Contract liabilities represent the Company’s obligation to transfer products or services to a customer for which consideration has been received, or for which an amount of consideration is due from the customer. Contract assets and liabilities are reported on a net basis at the contract level, depending on the contracts position at the end of each reporting period. Contract liabilities are included within “Deferred revenue” on the Consolidated Balance Sheet. Contract liabilities were $34.5 million, $30.5 million, and $34.2 million at fiscal years ended September 30, 2025,*2024 and2023*, respectively. Revenue recognized from the contract liability balance at* September 30, 2023was $27.8 million for the year ended September 30, 2024*, and revenue recognized from the contract liability balance at* September 30, 2024* was $18.4 million for the year ended* September 30, 2025*.

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Remaining Performance Obligations.Remaining performance obligations represent the transaction price of unsatisfied or partially satisfied performance obligations within contracts with an original expected contract term that is greater thanone year and for which fulfillment of the contract has started as of the end of the reporting period. The aggregate amount of transaction consideration allocated to remaining performance obligations as of* September 30, 2025* was $66.9 million. The following table summarizes when the Company expects to transfer control of the remaining performance obligations and recognize the corresponding revenue (in thousands):

Cost to Obtain and Fulfill a Contract

The Company capitalizes sales commissions when incurred if they are (i) incremental costs of obtaining a contract, (ii) expected to be recovered and (iii) have an expected amortization period that is greater thanone year. These amounts primarily relate to sales commissions and are being amortized over a 60-month period, which represents the average period of contract performance. The capitalized sales commissions were $0.1 million and $0.4 million at* September 30, 2025and2024*, respectively. All other sales commissions incurred during the reporting period have been expensed as incurred. These costs are recorded within “Selling, general and administrative” expenses on the Consolidated Statement of Operations.

The Company accounts for shipping and handling activities as fulfillment activities and recognize the associated expense when control of the product has transferred to the customer.

14. Stock Based Compensation

In accordance with the2020 Equity Incentive Plan (the*“2020* Plan”), the Company* mayissue eligible employees options to purchase shares of the Company’s common stock, restricted stock units and other equity incentives, which vest upon the satisfaction of a performance condition and/or a service condition. In addition, the Company issues common stock to participating employees pursuant to an employee stock purchase plan, and may*issue common stock awards and deferred restricted stock units to members of its Board of Directors in accordance with its Board of Directors compensation program.

2020 Equity Incentive Plan

In accordance with the2020 Plan, the Company* maygrant employees (i) restricted stock and other stock-based awards, (ii) nonqualified stock options, and (iii) options intended to qualify as incentive stock options under Section422* of the Internal Revenue Code. All employees of the Company or any affiliate of the Company, independent directors, consultants and advisors are eligible to participate in the2020 Plan. The2020 Plan provides for the issuance of an aggregate of 2,800,000 shares of common stock, including 2,500,000 shares reserved for issuance pursuant to the2020 Plan, and up to 300,000 additional shares which* maybe issued pursuant to the2020* Plan if outstanding awards granted under the Company’s previous2000 Plan or the Company’s previous2015 Plan are forfeited, expire or are cancelled.

The following table reflects stock-based compensation expense for continuing operations recorded during the fiscal years ended* September 30, 2025,*2024 and2023 (in thousands):

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During the fiscal years ended* September 30, 2025,*2024 and2023 the Company recorded $1.0 million, $0.9 million, and $0.6 million, respectively, of stock-based compensation expense for discontinued operations.

Restricted Stock Unit Activity

The following table summarizes restricted stock unit activity for the fiscal year ended* September 30, 2025*:

The fair value of restricted stock units vested during fiscal years2025,2024 and2023 was $8.2 million, $9.6 million, and $14.8 million, respectively. As of* September 30, 2025*, the future unrecognized stock-based compensation expense related to restricted stock units expected to vest is $20.8 million and is expected to be recognized over an estimated weighted average amortization period of 1.6 years.

The following table reflects restricted stock units and stock awards granted during fiscal years ended* September 30, 2025,*2024 and2023:

All restricted stock units granted during the fiscal year ended* September 30, 2025included in the table above relate to continuing operations. Restricted stock units granted during the fiscal years ended September 30, 2024and September 30, 2023*included in the table above include 35,999 and 53,942 units related to discontinued operations, respectively.

Time-Based Restricted Stock Unit Grants

Restricted stock units granted with a required service period typically have three-year vesting schedules in whichone-third of awards vest at each annual anniversary of grant date, subject to the award holders meeting service requirements.

Performance-Based Restricted Stock Unit Grants

Performance-based restricted stock units are earned based on the achievement of performance criteria established by the Human Resources and Compensation Committee and approved by the Board of Directors. The criteria for performance-based awards are weighted and have threshold, target and maximum performance goals. Performance-based restricted stock units* may*also have a required service period following the achievement of all or a portion of the performance goals.

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In* October 2023,the Company’s Board of Directors approved an amendment to the performance goals associated with the previously issued performance-based restricted stock units for all impacted employees, excluding members of the Company’s executive team. The performance goals, as amended, were more reflective of the then current macroeconomic environment and consideration toward employee retention in the competitive life sciences industry. Before the amendment, the original performance goals werenot* expected to be satisfied. Subsequent to the amendment, vesting became probable based on the forecasted achievement of the amended performance goals. The amendment of these restricted stock units is treated as a modification with the total potential maximum compensation cost of $3.0 million recognized over the service period through* November 2025.The Company recorded expense of $1.1 million during the fiscal year ended September 30, 2025*related to the modified awards.

These performance-based restricted stock unit awards granted allow participants to earn 100% of restricted stock units if the Company’s performance meets or exceeds its target goal for each applicable financial metric, and up to a maximum of 200% if the Company’s performance for such metrics meets or exceeds the maximum or stretch goal. Performance below the minimum threshold for each financial metric results in award forfeiture. Performance goals are measured over athree-year period for each year’s restricted stock unit awards and at the end of the period to determine the number of restricted stock units earned, if any, by recipients who continue to meet the service requirement. Upon thethird anniversary of each year’s restricted stock unit awards’ grant date, the Company’s Board of Directors approves the number of restricted stock units earned for participants who continue to meet the service requirements on the vest date. For restricted stock unit awards that include vesting based on performance conditions, the fair values are estimated based on the intrinsic values of the awards at the grant date.

In* November 2024**,* the Company issued restricted stock unit awards with vesting based on market conditions, which will vest based on achievement of the Company's relative total shareholder return against the defined peer group over athree-year period. The fair values for those grants that include vesting based on market conditions are estimated using the Monte Carlo simulation model. The key assumptions used in the Monte Carlo simulation included (i) the expected volatility of 49.3% to 50.3% based on thethree-year daily historical volatility as measured on the grant date, (ii) risk-free interest rate of 3.96% to 4.27% based on U.S. Treasury constant maturities yields as of the grant date, (iii) correlation assumption based on daily share price changes overthree years between the Company and the peer companies measured on the grant date, and (iv)no expected dividend yield. The compensation cost is recognized ratably over the requisite service period for those grants, which willnot be reversed solely because the market condition isnot satisfied.

Awards Granted to the Board of Directors

The stock-based compensation granted to members of the Company’s Board of Directors includes Company shares or restricted stock units. Non-employee directors* mayelect to defer receipt of their stock compensation in exchange for a credit, in restricted stock units, to a deferred restricted stock unit (“deferred RSU”) account. Directors who make a deferral election will haveno* rights as stockholders of the Company with respect to amounts credited to their deferred RSU account. The restricted stock units credited to the deferred RSU account will be released at the time specified in the director’s deferral election, butno later than as soon as administratively feasible following the date the director reaches age65 or the director’s termination of Board service. Certain members of the Board of Directors have elected to defer receipt of their stock compensation and received a credit of restricted stock units in their deferred RSU account and the total number of deferred stock awards held by the non-employee directors was 26,079 as of* September 30, 2025.*

Employee Stock Purchase Plan

The Company maintains an employee stock purchase plan that allows its employees to purchase shares of common stock at a price equal to 85% of the fair market value of the Company’s stock at the beginning or the end of the semi-annual offering period, whichever is lower. On* February**8,* 2017, the stockholders approved the2017 Employee Stock Purchase Plan (the*“2017* Plan”). The2017 Plan allows for purchases by employees of up to 1,250,000 shares of the Company’s common stock. As of* September 30, 2025*,436,369 shares of common stock remain available for purchase under the2017 Plan. During the fiscal years ended* September 30, 2025,*2024 and2023, the Company issued 77,265 shares,72,787 shares, and 83,715 shares respectively, under the2017 Plan.

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Valuation Assumptions for an Employee Stock Purchase Plan

The fair value of shares issued under the2017 Plan is estimated on the commencement date of each offering period using the Black-Scholes option-pricing model with the following weighted average assumptions for the fiscal years ended* September 30, 2025,*2024 and2023:

The risk-free rate is based on the U.S. Treasury yield curve for notes with terms approximating the expected life of the shares granted. The expected stock price volatility is determined based on the Company’s historic stock prices over a period commensurate with the expected life of the shares granted. The expected life represents the weighted average period over which the shares are expected to be purchased. Dividend yields are projected based on the Company’s history of dividend declarations and management’s intention for future dividend declarations.

15. Fair Value Measurements

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables summarize assets and liabilities measured and recorded at fair value on a recurring basis in the Consolidated Balance Sheets as of* September 30, 2025and2024* (in thousands):

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Cash Equivalents

Cash equivalents consisting of money market funds are classified within Level1 of the fair value hierarchy because they are valued using quoted market prices in active markets. Cash equivalents consisting of certificates of deposit are classified within Level2 of the fair value hierarchy because they are valued using observable market inputs,not active market prices. The Company considers all highly liquid interest-earning investments with a maturity ofthree months or less at the date of purchase to be cash equivalents. The fair values of these investments approximate their carrying values.

Available-For-Sale Securities

Available-for-sale securities primarily consist of highly rated corporate debt securities and U.S. government backed securities which are classified as Level1. Investments classified as Level2 consist of debt securities that are valued using matrix pricing and benchmarking because they arenot actively traded, and bank certificates of deposit. Matrix pricing is a mathematical technique used to value securities by relying on the securities’ relationship to other benchmark quoted prices.

Convertible Debt Securities and Investment in Equity Securities

In thethird quarter of fiscal year2024**, the Company purchased $2.0 million principal amount of convertible notes issued by a private company. The Company accounted for the investment in these convertible notes at fair value with changes in fair value recognized in the Consolidated Statement of Operations. As of the conversion of these notes into preferred stock of the private company described below, the fair value of the convertible notes was $2.1 million.

During thefirst quarter of fiscal year2025**, the Company converted the convertible notes into 420,000 shares of preferred stock of the private company. The conversion didnot result in the recognition of additional gain or loss on the convertible notes. The shares of preferred stock are equity securities and within the scope of ASC321, Investments - Equity Securities. The Company elected the measurement alternative for its investment in the shares of preferred stock because the shares donot have a readily determinable fair value. As of* September 30, 2025,the carrying value of the investment in the shares of preferred stock was $2.1 million and is included in “Other assets” on the Consolidated Balance Sheets. The fair value determination is classified as Level3 based on unobservable inputs which were based on the best information available in the circumstance, including transaction pricing, recent acquisition, and market participant assumptions. The unobservable inputs used in the determination of the fair value of assets classified as Level3* have an inherent measurement uncertainty that if changed could result in higher or lower fair value measurements of the assets as of the reporting date.

Foreign Exchange Contracts & Net Investment Hedge

The Company's foreign exchange contract assets and liabilities, and its net investment hedge assets and liabilities are measured and reported at fair value using the market method valuation technique. The inputs to this technique utilize current foreign currency exchange forward market rates published bythird-party leading financial news and data providers. These are observable data that represent the rates that the financial institution uses for contracts entered into at that date; however, they arenot based on actual transactions, so they are classified as Level2. ** **

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

In addition to assets and liabilities that are recorded at fair value on a recurring basis, impairment indicators* maysubject goodwill and long-lived assets to fair value measurement on a nonrecurring basis. As described in Note8**,* Goodwill and Intangible Assets, the Company concluded that there wasno impairment to goodwill for its Sample Management Solutions and Multiomics reporting units during fiscal year2025 and2024. During thesecond quarter of fiscal year2024**, the Company discontinued its sample sourcing product offering (a product line within the Sample Management Solutions segment). As a result, the Company recorded a $4.7 million impairment of intangible assets related to the sample sourcing business within “Impairment of goodwill and intangible assets” in its Consolidated Statements of Operations during the fiscal year ended* September 30, 2024.*

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16. Income Taxes

The components of the income tax (benefit) expense from continuing operations for the fiscal years are as follows (in thousands):

The components of income (loss) from continuing operations before income taxes for the fiscal years are as follows (in thousands):

The differences between the income tax (benefit) expense on income (loss) from continuing operations and income taxes computed using the applicable U.S. statutory federal tax rates for the fiscal years ended* September 30, 2025,*2024 and2023 are as follows (in thousands):

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During fiscal year2025, the Company recorded a $45.6 million tax benefit for a worthless stock deduction on an investment in a foreign subsidiary. The tax benefit is recorded as a long-term tax receivable on the balance sheet as it is driven by a capital loss that will be carried back to the federal tax return for fiscal year2022.

During the fiscal year2024, the Company repatriated approximately $455.0 million of cash from its German subsidiary. The Company recorded a net tax benefit in the amount of $3.2 million related to the repatriation. The benefit included $5.2 million related to deductible U.S. foreign exchange losses measured at the foreign exchange rate on the date of repatriation. This benefit was offset by $2.0 million of state income taxes, net of federal benefit. The tax provision impacts in fiscal year2024 were offset by the reversal of the related deferred tax asset recorded in fiscal year2023. Additionally, during fiscal year2024, the Company reversed $2.9 million of the deferred tax asset previously established due to changes in foreign exchange rates up to the repatriation date. The impact was recorded against other comprehensive income.

During the fiscal year2025, the Company repatriated approximately $41.1 million of cash from its China subsidiary and authorized the future repatriation of $21.5 million. The Company recorded a net tax provision in the amount of $6.4 million related to the repatriation. There isno plan to repatriate earnings as of* September 30, 2025*with the exception of the $21.5 million noted above.

The Company hasnot provided deferred income taxes on the outside basis differences of any other foreign subsidiary and maintains its general assertion of indefinite reinvestment regarding those subsidiaries and the remaining earnings of its China subsidiary as of* September 30, 2025*. The remaining foreign earnings total approximately $377.5 million as of* September 30, 2025* and are expected to be reinvested in foreign operations and acquisitions. The Company didnot calculate estimated deferred tax liabilities on the remaining earnings because such calculations wouldnot be practicable due to the complexity of its hypothetical calculation. The taxes on these earnings would primarily consist of foreign withholding taxes, taxes on foreign exchange gains and losses resulting from potential future distributions, and U.S. state income taxes. Substantially all of the unremitted earnings of the Company have been federally taxed in the United States based on the international tax regulations.

The global minimum tax offifteen percent under the Organization for Economic Cooperation and Development’s (“OECD”) Pillar Two Global Anti-Base Erosion Rule is currently effective in certain jurisdictions in which we operate. The OECD continues to issue guidance on the framework and various countries continue to enact legislation with respect to their application of the framework. The Company has considered these rules in effect in the countries in which it operates and there is currentlyno impact to its financial statements. The rules are being monitored closely in the United States and the Company expects to be below the revenue threshold.

On* July 4, 2025,the “One Big Beautiful Bill Act” was signed into U.S. tax law, extending many international provisions of the2017* Tax Cuts and Jobs Act and providing additional favorable incentives. The Company will continue to monitor the financial impact of these changes. In the near term, the Company doesnot expect these changes to have an impact on the effective tax rate or cash flows. Many of the key incentives arenot initially being elected by the Company.

The significant components of the net deferred tax assets and liabilities as of* September 30, 2025and2024* are as follows (in thousands):

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The deferred tax assets on the balance sheets for* September 30, 2025and2024* also include $0.3 million and $0.6 million deferred tax charges related to the company’s intercompany profit elimination, respectively.

ASC Topic740, Income Taxes, requires that all available evidence, both positive and negative, be considered in determining, based on the weight of that evidence, whether a valuation allowance is needed. The weight given to the potential effect of negative and positive evidence should be commensurate with the extent to which it can be objectively verified. The more negative evidence that exists, (a) the more positive evidence is necessary and (b) the more difficult it is to support a conclusion that a valuation allowance isnot needed for some portion or the entire deferred tax asset.

The Company evaluates the realizability of its deferred tax assets and assesses the need for a valuation allowance on a quarterly basis. The Company operates in numerous countries under many legal forms and, as a result, is subject to the jurisdiction of numerous domestic and foreign tax authorities. The Company evaluates the profitability of its operations in each jurisdiction on a historic cumulative basis and on a forward-looking basis, while carefully considering carry-forward periods of tax attributes and ongoing tax planning strategies in assessing the need for the valuation allowance.

The Company maintains valuation allowances of $27.9 million against deferred tax assets in the United States as of* September 30, 2025.The Company also maintains valuation allowances against net deferred tax assets in certain foreign jurisdictions totaling $74.1 million as of September 30, 2025.*

As of* September 30, 2025*, the Company has tax-effected federal, state and foreign loss carry-forwards of approximately $4.4 million, $7.4 million and $74.9 million, respectively. The federal net operating losses carry forward indefinitely with the deductions limited toeighty percent of taxable income in any given year. The state net operating loss carry-forwards will begin to expire in2033. Many of the foreign net operating loss carry-forwards haveno limit in number of years, but some have deductions capped at a certain percent of taxable income.

The Company has performed studies to determine if there are any annual limitations on the federal net operating losses under Section382 of the Internal Revenue Code of1986, as amended, or the Internal Revenue Code. As a result of these studies, the Company has determined that ownership changes occurred primarily in connection with acquired subsidiaries. The benefits of the net operating losses that will expire before utilization havenot been recorded as deferred tax assets in the Consolidated Balance Sheets. Subsequent ownership changes* may*further affect the limitation in future years.

The Company maintains liabilities for unrecognized tax benefits. These liabilities involve judgment and estimation, and they are monitored based on the best information available. A reconciliation of the beginning and ending amount of the consolidated liability for unrecognized income tax benefits during the fiscal years ended* September 30, 2025,*2024 and2023 is as follows (in thousands):

The Company is subject to U.S. federal, state, local and foreign income taxes in various jurisdictions. The amount of income taxes paid is subject to the Company’s interpretation of applicable tax laws in the jurisdictions in which it files.

In the normal course of business, the Company is subject to income tax audits in various global jurisdictions in which it operates. The years subject to examination vary for the United States and international jurisdictions, with the earliest tax year being2019. Based on the outcome of these examinations or the expiration of statutes of limitations for specific jurisdictions, it is reasonably possible that the related unrecognized tax benefits could change from those recorded in the Consolidated Balance Sheets. In fiscal year2025, the Company recognized tax benefits of $0.3 million due to statute of limitations expirations.

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17. Net Loss per Share

The following table shows the computation of basic and diluted loss per share for the fiscal years ended* September 30, 2025,*2024 and2023 (in thousands, except per share data):

For the fiscal year ended* September 30, 2025,*unvested restricted stock units and shares issued by the Company under the employee stock purchase plan representing 158,856 shares were excluded from the computation of diluted income per share from continuing operations as their inclusion would have been antidilutive.

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18. Segment and Geographic Information

Operating segments are defined as components of an enterprise that engage in business activities from which it* mayrecognize revenues and incur expenses, and for which discrete financial information is available and regularly reviewed by the CODM in deciding how to allocate resources and to assess performance. The Company’s operations are organized and managed by type of products and services and segment information is reported accordingly. The Company’s Chief Executive Officer is the Company’s CODM. There have beenno* operating segments aggregated to arrive at the Company’s reportable segments. Revenues for all operating segments include only transactions with unaffiliated customers and includeno intersegment revenues. The accounting policies of the reportable segments are the same as those described in Note2, Summary of Significant Accounting Policies.

As of* November 12, 2024**,* the Company’s B Medical Systems business met the “held for sale” criteria and “discontinued operations” criteria in accordance with FASB ASC205 and the results of the B Medical Systems business are included within discontinued operations. As a result, the Company’s continuing operations includes the followingtwo operating and reportable segments:

Management considers adjusted operating income (loss) as the primary performance metric when evaluating each segment’s operations. The Company uses this measure because it helps management understand and evaluate the segments’ core operating results and facilitates comparison of performance for determining compensation.

The CODM uses segment revenues and segment adjusted operating income (loss) predominantly in the monthly and quarterly business review processes. During these processes, the CODM considers budget-to-actual variances to evaluate both internal (for example, changes in selling prices, strategic growth investments, productivity and business mix) and external (for example, inflation and foreign currency) events and conditions.

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The following is the summary of the financial information for the Company’s reportable segments for the fiscal years ended* September 30, 2025,*2024 and2023 (in thousands):

Adjusted operating income (loss) excludes charges related to amortization of intangible assets, transformation costs, restructuring charges, goodwill and intangible asset impairment, merger and acquisition costs, costs related to share repurchase and governance-related matters, and other miscellaneous expenses.

The segment expenses regularly provided to the CODM are adjusted cost of revenues which primarily consist of costs of direct materials and direct labor, freight, warranty, depreciation expenses, and facilities costs and adjusted operating expenses which primarily consists of employee salaries and benefits for R&D, selling, marketing, and administrative personnel, commissions, advertising and promotional expenses, audit, legal and strategic consulting fees, depreciation expenses, facilities costs, insurance, and information systems costs. Centrally incurred costs are primarily allocated to segments using a percentage of budgeted segment revenue over total revenue.

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The following is the summary of the asset information for the Company's reportable segments as of* September 30, 2025and2024* (in thousands):

The following is a reconciliation of the segment assets to the corresponding amounts presented in the Consolidated Balance Sheets as of* September 30, 2025and2024* (in thousands):

Revenue from external customers is attributed to geographic areas based on locations in which the product is shipped. Net revenue by geographic area for the fiscal years ended* September 30, 2025,*2024 and2023 are as follows (in thousands):

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Net long-lived assets, excluding goodwill and other intangible assets, by geographic area as of* September 30, 2025and2024* is as follows (in thousands):

Significant Customers

There wereno customers that accounted for more than10% of the Company's consolidated revenue for fiscal years2025,2024, and2023. As of* September 30, 2025,*2024 and2023 there wereno customers that accounted for10% or more of the Company’s accounts receivable balance.

19. Commitments and Contingencies

Contingencies

The Company is subject to various legal proceedings, both asserted and unasserted, that arise in the ordinary course of business. The Company cannot predict the ultimate outcome of such legal proceedings or, in certain instances, provide reasonable ranges of potential losses. The Company considers all claims on a quarterly basis and based on known facts assesses whether potential losses are considered reasonably possible, probable, and estimable. Based upon this assessment, the Company then evaluates disclosure requirements and whether to accrue for such claims in the consolidated financial statements. At* September 30, 2025and as of the date of issuance of these consolidated financial statements, the Company believes thatno* new material provision for liability nor new disclosure is required related to any claims. In the event of unexpected subsequent developments and given the inherent unpredictability of these matters, there can beno assurance that the Company’s assessment of any claim will reflect the ultimate outcome, and an adverse outcome in certain matters could, from time to time, have a material adverse effect on the Company’s consolidated financial position or results of operations in particular quarterly or annual periods.

Tariff Matter

With the assistance of athird-party consultant, during thefirst quarter of fiscal year2021**, the Company initiated a review of the value of transactions it used for intercompany imports into the United States from its GENEWIZ business. As a result of this review and an interpretation surrounding the valuation method used to calculate the estimated transaction value, the Company revised its estimate of the tariffs owed and paid $5.9 million to U.S. customs authorities in fiscal year2022 related to transactions prior to* December 2021**.* In* July** 2024,* the Company paid approximately $2.5 million in tariffs as well as interest related to the imports from its GENEWIZ business into the United States during the period from* December 2021to July 2024.As of September 30, 2025,the Company doesnot* anticipate any penalties associated with this payment because its valuation methodology was accepted by U.S. customs authorities during previous voluntary disclosures. The Company expects that the U.S. customs authorities will issue the final audit results for these periods by the end of thethird quarter of fiscal year2026**.

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Purchase Commitments

At* September 30, 2025*, the Company had non-cancellable commitments of $38.2 million, comprised of purchase orders for inventory of $28.7 million, and other operating expense commitments of $9.5 million.

20. Revision of Previously Issued Quarterly Information (Unaudited)

The following tables present selected unaudited Condensed Consolidated Statements of Operations, Statements of Comprehensive Income (Loss),Statements of Cash flows for each quarter of the periods indicated, as well as information about the impact of the revision adjustments discussed in Note2, Summary of Significant Accounting Policies, on the previously reported amounts for those periods, and the Condensed Consolidated Balance Sheets for periods within fiscal2025 (in thousands, except per share data):

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The effect on the Condensed Consolidated Balance Sheet as of each affected period end is as follows (in thousands):

The impact of the revisions on the Condensed Consolidated Statements of Stockholders' Equity was solely within net (loss) income for errors impacting accumulated deficit and within cumulative translation adjustments for comprehensive income (loss) as presented above.

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