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 a series of acquisitions. The Company supports its customers from research and clinical development to commercialization with its sample management and 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.

Discontinued Operations

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.

On* December 23, 2025,the Company, through a wholly-owned subsidiary, entered into a definitive Sale and Purchase Agreement (“Share Purchase Agreement”) with Thelema S.À R.L. (“Thelema”) for the sale of B Medical Systems business. In accordance with the Share Purchase Agreement, Thelema is acquiring the B Medical System business for $63.0 million. Thelema has deposited $9.0 million with the Company and is expected to pay the remaining $54.0 million on or before March 31, 2026,*at which time the sale will be complete.

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 Operationsfor further information about the discontinued business. The Condensed Consolidated Balance Sheet and Condensed Consolidated Statements of Operations, as well as the notes to the Condensed 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 discussion in these notes to Condensed 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 cryogenics business to Edwards Vacuum LLC (a member of the Atlas Copco Group) in* July 2019.The Company accrued a liability for the loss contingency and had an accrued liability of $2.1 million as of December 31, 2025*.

10

2. Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

The accompanying Condensed 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.

The accompanying year-end balance sheet as of* September 30, 2025* was derived from audited, consolidated financial statements but doesnot include all disclosures required by GAAP. The unaudited interim Condensed Consolidated Financial Statements have been prepared on the same basis as the audited, consolidated financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of the Company’s financial position, results of operations, and cash flows for the periods presented.

Certain information and disclosures normally included in the Company’s annual consolidated financial statements have been condensed or omitted and, accordingly, the accompanying financial information should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form10-K for the fiscal year ended* September 30, 2025* as filed with the U.S. Securities and Exchange Commission (“SEC”) on* December 4, 2025 (the“2025* Annual Report on Form10-K”).

Revisions to Previously Issued Financial Statements

As previously disclosed in the2025 Annual Report on Form10-K, in connection with the preparation of its fiscal year2025 consolidated 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 revised the previously issued financial statements for those periods to correct this error. Additionally, the Company corrected 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 for periods within fiscal2024,* and (iii) certain other immaterial prior period errors. Information regarding the impact of the revision to the Company's previously issued Condensed Consolidated Statements of Operations, Condensed Consolidated Statements of Comprehensive Income (Loss), Condensed Consolidated Statements of Cash flows and Condensed Consolidated Balance Sheets for periods within fiscal2025 is included in Note20, Revision of Previously Issued Unaudited Quarterly Information, in the notes to the audited consolidated financial statements included in the section titled “Financial Statements and Supplementary Data” in Part II, Item8 of the2025 Annual Report on Form10-K. The applicable accompanying notes to the Condensed Consolidated Financial Statements have also been revised for the impact of these adjustments.

The Company assessed the effect of the errors on prior periods under the guidance of SEC Staff Accounting BulletinNo. 99, “Materiality,” codified in ASC* 250,* Accounting Changes and Error Corrections (“ASC250”). Based on its assessment, the Company determined that the errors werenot material to any previously issued financial statements.

11

The following table summarizes the impact of the revisions in the Condensed Consolidated Statement of Operations for the interim period ended* December 31, 2024* (in thousands, except per share data):

The following table summarizes the impact of the revisions in the Condensed Consolidated Statement of Comprehensive Income (Loss) for the interim period ended* December 31, 2024* (in thousands):

12

The impact of the revisions on the Condensed Consolidated Statements of Stockholders' Equity for the interim period ended* December 31, 2024* was solely within net loss for errors impacting accumulated deficit and foreign currency translation adjustments as shown above.

The following table summarizes the impact of the revisions in the Condensed Consolidated Statement of Cash Flows for the interim period ended* December 31, 2024* (in thousands):

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, 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.

Foreign Currency Translation

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” in the Condensed Consolidated Statements of Operations. Net foreign currency transaction and remeasurement losses were $0.9 million and gains were $0.5 million for thethree months ended* December 31, 2025and2024*, respectively.

Recently Issued Accounting Pronouncements

In* December 2023,the FASB issued Accounting Standards Update, or ASU,2023-09, 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. ASU2023-09 is effective for fiscal years beginning after* December 15, 2024on a prospective basis, with the option to apply the standard retrospectively. The Company will adopt this standard for the year ended September 30, 2026.The adoption of this standard will enhance the Company’s annual income tax disclosures but willnot* have an impact on its financial position or results of operations.

13

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 (Subtopic* 350-40): 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.

Other

For further information regarding the Company’s significant accounting policies, please refer to Note2, Summary of Significant Accounting Policies in the notes to the audited consolidated financial statements included in the section titled “Financial Statements and Supplementary Data” in Part II, Item8 of the2025 Annual Report on Form10-K. There wereno material changes to the Company’s critical accounting policies during thethree months ended* December 31, 2025*.

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.

On* December 23, 2025,the Company's wholly-owned subsidiary, Azenta Germany GmbH, entered into the Share Purchase Agreement with Thelema for the sale of B Medical Systems business. Thelema is a private limited liability company incorporated under the laws of Luxembourg. The transaction is with a related party, as a current Vice President of the Company and Chief Executive Officer of the B Medical Systems business is Thelema’s majority owner. The terms of the Share Purchase Agreement were negotiated on an arm’s-length basis following a competitive auction process. In accordance with those terms, Thelema is acquiring the B Medical Systems business through the acquisition of all of the share capital of the Company's wholly-owned subsidiary B Medical Systems S.ÀR.L for $63.0 million. Thelema has deposited $9.0 million with the Company and is expected to pay the remaining $54.0 million on or before March 31, 2026,at which time the sale will be complete. Thelema’s securing of final residual financing for the remaining acquisition payment of $54.0 million is a condition precedent to completion of the sale, and there can beno* assurance that this condition will be satisfied or that the sale will be completed. If the financing condition isnot satisfied by* March 31, 2026,the Company or Thelema mayterminate the Share Purchase Agreement, in which case the Company will retain $5.0 million from the $9.0 million deposit as a break-up fee. The $9.0 million deposit is recorded in the Condensed Consolidated Balance Sheets as “Cash and cash equivalents” and “Accrued expenses and other current liabilities” as of December 31, 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 Condensed Consolidated Balance Sheet and Condensed Consolidated Statements of Operations, and the notes to the Condensed 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.*

14

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 thethree months ended* December 31, 2025,the Company recorded $9.7 million of loss on assets held for sale based on the purchase price pursuant to the Share Purchase Agreement less estimated costs to sell. The loss on assets held for sale is included in “Loss from discontinued operations, net of tax” on the Condensed Consolidated Statements of Operations for thethree* months ended* December 31, 2025and is included as a valuation allowance or contra-asset account within “Noncurrent assets held for sale” on the Condensed Consolidated Balance Sheet as of December 31, 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, capital expenditures and the deposit received from Thelema for the discontinued operations with respect to the B Medical Systems business that are included in the Condensed Consolidated Statements of Cash Flows (in thousands):

15

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 Condensed Consolidated Balance Sheets as of* December 31, 2025* and* September 30, 2025* was as follows (in thousands):

Disposition of Semiconductor Business

As disclosed in the2025 Annual Report on Form10-K, the Company maintained an accrual of $2.1 million as of* September 30, 2025in relation to a dispute with Edwards Vacuum LLC (a member of the Atlas Copco Group), to whom the Company sold its semiconductor cryogenics business in2019.* No additional liability for this dispute was accrued during thethree months ended* December 31, 2025,and the status of that dispute hasnot* changed. The Company’s motion to dismiss Edward’s lawsuit filed on* September 12, 2025remains pending. 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 the dispute 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.

16

4. Marketable Securities

The Company had sales and maturities of marketable securities of $142.7 million and $125.6 million in thethree months ended* December 31, 2025and2024*, respectively. There were immaterial realized gains or losses in each of thethree months ended* December 31, 2025and2024* on sales and maturities of marketable securities.

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 Company's short-term and long-term marketable securities as of* December 31, 2025* and* September 30, 2025* (in thousands):

17

The amortized cost and fair value of the marketable securities by contractual maturities as of* December 31, 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 gains and 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. ​

5. Derivative 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. Net gains and losses related to foreign exchange contracts are recorded as a component of “Other income, net” in the Condensed Consolidated Statements of Operations and were as follows for thethree months ended* December 31, 2025and2024* (in thousands):

The notional amounts of the Company’s derivative instruments as of* December 31, 2025* and* September 30, 2025* were as follows (in thousands):

The fair values of the foreign exchange contracts are recorded in the Condensed Consolidated Balance Sheets as “Prepaid expenses and other current assets” and “Accrued expenses and other current liabilities”. 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 further in Note2, Summary of Significant Accounting Policies in the notes to the audited consolidated financial statements included in the section titled “Financial Statements and Supplementary Data” in Part II, Item8 of the2025 Annual Report on Form10-K and in Note12,** Fair Value Measurementsbelow due to a lack of an active market for these contracts.

Hedging Activities

18

On* February 1, 2024,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 $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. The maturity date of the agreement was extended from* February 2, 2026to February 2, 2028*with a weighted average interest rate of 0.6%.

The unrealized losses of the cross-currency swaps were $33.3 million and $33.4 million and are recorded within a “Derivative liability” as of* December 31, 2025* and* September 30, 2025*, respectively, in the Condensed 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 loss” in the Condensed Consolidated Balance Sheets. The cross-currency swap is classified within Level2 of the fair value hierarchy described in Note2, Summary of Significant Accounting Policies in the notes to the audited consolidated financial statements included in the section titled “Financial Statements and Supplementary Data” in Part II, Item8 of the2025 Annual Report on Form10-K and in Note12,** Fair Value Measurements below.

Interest earned on the cross-currency swaps is recorded within “Interest income, net” in the Condensed Consolidated Statements of Operations. For thethree months ended* December 31, 2025and2024*, the Company recorded interest income of $1.1 million and $0.3 million, respectively, on these instruments.

6. Goodwill and Intangible Assets

The Company conducts an impairment assessment annually on* April 1,or more frequently if impairment indicators are present. The Company performed a goodwill triggering event analysis during thethree* months ended* December 31, 2025* and determined that there wereno events or circumstances during the period to indicate a qualitative or quantitative goodwill impairment assessment was required.

​The following table sets forth the changes in the carrying amount of goodwill by operating and reportable segment since* September 30, 2025* (in thousands).

​

19

The components of the Company’s identifiable intangible assets as of* December 31, 2025* and* September 30, 2025* are as follows (in thousands):

Amortization expenses for intangible assets were $5.4 million and $6.1 million, respectively, for thethree months ended* December 31, 2025and2024*.

Estimated future amortization expense for the intangible assets as of* December 31, 2025* is as follows for the subsequentfive fiscal years and thereafter are as follows (in thousands):

7. 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 had additional restructuring actions during thethree months ended* December 31, 2025* under these initiatives and expects to complete the activities included in these initiatives by the end of fiscal year2026. As of the date of issuance of the accompanying Condensed Consolidated Financial Statements, 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 restructuring expenses associated with the initiatives described above for thethree months ended* December 31, 2025* are severance costs. All of the restructuring expenses for thethree months ended* December 31, 2025*is related to the Sample Management Solutions (“SMS”) segment.

The majority of restructuring expenses associated with the initiatives described above for thethree months ended* December 31, 2024* are severance and other related costs. Of the total restructuring expenses in thethree months ended* December 31, 2024*, $0.2 million is related to the SMS segment, $0.1 million is related to the Multiomics segment, and $0.1 million is related to Corporate.

20

The following table presents restructuring charges recognized for thethree months ended* December 31, 2025and2024* (in thousands):

The following table presents activity in the severance and related costs accruals for thethree months ended* December 31, 2025and2024* (in thousands):

8. Supplementary Balance Sheet Information

Allowance for Expected Credit Losses

The allowance for expected credit losses for thethree months ended* December 31, 2025and2024* is as follows (in thousands):

Inventories

The following is a summary of inventories at* December 31, 2025* and* September 30, 2025* (in thousands):

Inventory reserves were $5.9 million at both* December 31, 2025* and* September 30, 2025*.

Warranty and Retrofit Costs

The following is a summary of product and warranty retrofit activity for thethree months ended* December 31, 2025and2024* (in thousands):

21

9. 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”). 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. 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. During thethree months ended* December 31, 2024,the Company paid $4.9 million in excise taxes due in connection with the2022* Repurchase Authorization.

On* December 8, 2025,the Board of Directors approved a share repurchase program authorizing the repurchase of up to $250 million of the Company’s common stock through December 31, 2028 (the“2025* Repurchase Program”). Repurchases under the2025 Repurchase Program* maybe made in the open market or through privately negotiated transactions (including under an ASR agreement), or by other means, including through the use of trading plans intended to qualify under Rule10b5*-1 under the Securities Exchange Act of1934, as amended, subject to market and business conditions, legal requirements, and other factors. The Company isnot obligated to acquire any particular amount of common stock under the2025 Repurchase Program, and share repurchases* maybe commenced or suspended at any time at the Company’s discretion. As of the date of issuance of these Condensed Consolidated Financial Statements, the Company hasnot repurchased any shares of its common stock under the2025* Repurchase Program.

Accumulated Other Comprehensive Income (Loss)

​

The following is a summary of the components of accumulated other comprehensive income (loss), net of tax for thethree months ended* December 31, 2025and2024* (in thousands):

​

22

As described in Note2, Summary of Significant Accounting Policies in the notes to the audited consolidated financial statements included in the section titled “Financial Statements and Supplementary Data” in Part II, Item8 of the2025 Annual Report on Form10-K, 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, gains (losses) on derivative are the effective portions of changes in the fair value of the net investment hedges which are recorded in “Accumulated other comprehensive income (loss)”, and amounts reclassified from “Accumulated other comprehensive income (loss)” related to pension liability adjustments represent amortization of actuarial gains and losses. ​

10. 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 thethree months ended* December 31, 2025and2024* (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 represents 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 $142.3 million and $142.2 million at* December 31, 2025* and* September 30, 2025*, respectively.

23

Contract Assets.Contract assets represent rights to consideration in exchange for products or services that have been transferred by the Company and 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” in the Condensed Consolidated Balance Sheet, were $35.9 million and $37.3 million at* December 31, 2025* and* September 30, 2025*, respectively. Revenue of $18.2 million and $15.6 million recognized, respectively, during thethree months ended* December 31, 2025and2024* contributed to the contract asset balances at* December 31, 2025* and* December 31, 2024*, respectively. As part of the preparation of the accompanying Condensed Consolidated Financial Statements for the quarter ended* December 31, 2025,the Company corrected the previously disclosed amount of revenue contributed to the contract asset balance during thethree* months ended* December 31, 2024*from $9.2 million to $15.6 million.

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 contract’s position at the end of each reporting period. Contract liabilities are included within “Deferred revenue” and "Other long-term liabilities" in the Condensed Consolidated Balance Sheet. Contract liabilities were $36.2 million and $34.5 million at December 31, 2025 and* September 30, 2025*, respectively. The Company recognized revenues of $9.0 million and $14.4 million in thethree months ended* December 31, 2025and2024*, respectively, that were included in the contract liability balance at the beginning of each period*.*

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* December 31, 2025* was $70.0 million. The following table summarizes when the Company expects to transfer control of the remaining performance obligations and recognize the corresponding revenue (in thousands):

11. Stock-Based Compensation

In accordance with the Company's2020 Equity Incentive Plan, the Company* mayissue to 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 Director compensation program.

2020 Equity Incentive Plan

The following table reflects stock-based compensation expense for continuing operations recorded during thethree months ended* December 31, 2025and2024* (in thousands):

The Company recorded $0.2 million of stock-based compensation expense for discontinued operations during each of thethree months ended* December 31, 2025and2024*.

24

Restricted Stock Unit Activity

The following table summarizes restricted stock unit activity for thethree months ended* December 31, 2025*:

Awards vested during thethree months ended* December 31, 2025* per the table above include 7,071 shares for discontinued operations. The fair value of restricted stock units vested during thethree months ended* December 31, 2025* was $6.9 million for continuing operations.

As of* December 31, 2025*, the future unrecognized stock-based compensation expense related to restricted stock units for continuing operations expected to vest is $42.6 million and is expected to be recognized over an estimated weighted average amortization period of 2.0 years.

Restricted stock units granted with performance goals* mayalso have a required service period following the achievement of all or a portion of the performance goals. The following table reflects restricted stock units granted during thethree* months ended* December 31, 2025and2024*:

All restricted stock units granted during thethree months ended* December 31, 2025and2024* included in the table above relate to continuing operations.

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 Company's Board of Directors. The criteria for performance-based awards are weighted and have threshold, target, and maximum performance goals.

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 $2.7 million recognized over the service period through* November 2025.The Company recorded expense of $0.2 million in thethree* months ended* December 31, 2025* related to the modified awards.

25

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 vesting 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 2024and2025,* 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 48.8% to 50.3% based on thethree-year daily historical volatility as measured on the grant date, (ii) risk-free interest rate of 3.49% 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 even if the market condition isnot satisfied.

12. Fair Value Measurements

See Note2, Summary of Significant Accounting Policies in the notes to the audited consolidated financial statements included in the section titled “Financial Statements and Supplementary Data” in Part II, Item8 of the2025 Annual Report on Form10-K for information on the fair value hierarchy and the level of inputs used by the Company in determining fair value.

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 Condensed Consolidated Balance Sheets as of* December 31, 2025* and* September 30, 2025* (in thousands):

26

Cash Equivalents

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. Cash equivalents primarily consist of money market funds and U.S. government backed securities with a maturity ofthree months or less. They are classified as Level1 because they are valued using quoted market prices in active markets. The fair values of these investments approximate their carrying values. Investments classified as Level2 consist of debt securities valued using matrix pricing benchmarking because they arenot actively traded and bank certificates of deposit with a maturity ofthree months or less. Matrix pricing is a mathematical technique used to value securities by relying on the securities’ relationship to other benchmark quoted prices.

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.

Investment in Equity Securities

During thefirst quarter of fiscal year2025, the Company converted $2.0 million in principal amount of convertible notes it purchased in thethird quarter of fiscal year2024 from a private company into 420,000 shares of preferred stock of the private company. As of the conversion, the fair value of the convertible notes was $2.1 million and 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* December 31, 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 Condensed 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.

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

During thethree months ended* December 31, 2025and2024*, the Company didnot record any impairments on its financial assets or liabilities required to be measured at fair value on a nonrecurring basis.

27

13. Income Taxes

The Company recorded income tax expense of $3.1 million and $3.9 million during thethree months ended* December 31, 2025and2024*, respectively. The tax expense in each period was primarily driven by the profits in foreign jurisdictions and state income taxes in jurisdictions where the Company doesnot have a net operating loss carryover.

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 multiple countries under many legal forms and, as a result, is subject to domestic and foreign tax authorities in numerous jurisdictions. 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 a valuation allowance against U.S. net deferred tax assets and against net deferred tax assets on certain foreign tax-paying components.

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 being 2018. 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 Condensed Consolidated Balance Sheets. The Company currently doesnot anticipate that it is reasonably possible that the unrecognized tax benefits and accrued interest on those benefits will be reduced in the nexttwelve months. These unrecognized tax benefits would impact the effective tax rate if recognized.

14. Net Income (Loss) per Share

The calculations of basic and diluted net loss per share and basic and diluted weighted average shares outstanding are as follows for thethree months ended* December 31, 2025and2024* (in thousands, except per share data):

28

For thethree months ended* December 31, 2025and2024*, outstanding restricted stock units and shares issued by the Company under the employee stock purchase plan were excluded from the computation of diluted loss per share as their effect would be antidilutive to earnings per share for continuing operations. The following table contains all potentially dilutive common stock equivalents for thethree months ended* December 31, 2025and2024*.

15. 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 Chief Operating Decision Maker (“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,in the notes to the audited consolidated financial statements included in the section titled “Financial Statements and Supplementary Data” in Part II, Item8 of the2025 Annual Report on Form10-K.

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.

29

The following is the summary of the financial information for the Company’s reportable segments for thethree months ended* December 31, 2025and2024* (in thousands):

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

30

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 research and development, 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.

The following is the summary of the asset information for the Company’s reportable segments as of* December 31, 2025* and* September 30, 2025* (in thousands):

31

The following is a reconciliation of the segment assets to the corresponding amounts presented in the Condensed Consolidated Balance Sheets as of* December 31, 2025* and* September 30, 2025* (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 thethree months ended* December 31, 2025and2024* are as follows (in thousands):

Net long-lived assets, excluding goodwill and other intangible assets, by geographic area as of* December 31, 2025* and* September 30, 2025* (in thousands):

For thethree months ended* December 31, 2025and2024*, the Company didnot have any individual customers that accounted for10% or more of its consolidated revenue. As of* December 31, 2025* and* September 30, 2025*, there wereno customers that accounted for more than10% of the Company's accounts receivable balance.

32

16. 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 Condensed Consolidated Financial Statements. At* December 31, 2025* and as of the date of filing of these Condensed 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.

Purchase Commitments

As of* December 31, 2025*, the Company had non-cancellable commitments of $40.9 million, comprised of purchase orders for inventory of $18.0 million and other operating expense commitments of $22.9 million.