ACCURAY INC

Note1. The Company and its Significant Accounting Policies

The Company

Accuray Incorporated (together with its subsidiaries, the “Company” or “Accuray”) designs, develops and sells advanced radiosurgery and radiation therapy systems for the treatment of tumors throughout the body. The Company is incorporated in Delaware and is headquartered in Madison, Wisconsin. The Company has primary offices in the United States, Switzerland, China, Hong Kong, and Japan, and conducts its business worldwide.

Basis of Presentation

The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”), pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and note disclosures have been condensed or omitted pursuant to such rules and regulations. The unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair presentation of the periods presented. The results for thethree andnine months ended* March 31, 2026*, arenot necessarily indicative of the results to be expected for the fiscal year ending* June 30, 2026*, or for any other future interim period or fiscal year.

These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes for the fiscal year ended* June 30, 2025,included in the Company’s Annual Report on Form10*-K filed with the SEC on* August 28, 2025,as amended by the Company’s Annual Report on Form10*-K/A filed with the SEC on* February 17, 2026.*

Reclassifications

Certain amounts reported in prior years have been reclassified to conform to the current year's presentation. These reclassifications hadno effect on the Company's results of operations, financial position, or cash flows.

Risks and Uncertainties

The Company is subject to risks and uncertainties caused, directly or indirectly, by events with significant geopolitical and macroeconomic impacts, including, butnot limited to, inflation; actions taken to counter inflation, including high interest rates; foreign currency exchange rate fluctuations; uncertainty and volatility in the banking and financial services sector; tightening credit markets; the recent escalation in conflict in Iran, the Middle East and Southwest Asia, including the impact on global supply chains and oil prices as well as other geopolitical concerns, such as the Russia-Ukraine conflict, and increasing tension between China and the U.S., including with respect to Taiwan; uncertainty caused by the China anti-corruption campaign and timing of the China stimulus program; changes in government administration policy positions; imposition of tariffs on global imports and uncertainties regarding impact, retaliations and further escalation, including against other countries; and other factors that* may*emerge. The Company is also continuing to navigate supply chain and inflation challenges, both of which continue to be a significant headwind that affects the Company’s results of operations.

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The Company expects that the business of its customers and its own business will continue to be adversely impacted, directly or indirectly, by these macroeconomic and geopolitical issues. In addition, ongoing supply chain challenges and logistics costs, including difficulties in obtaining a sufficient supply of component materials and increased component costs, have adversely affected the Company's gross margins and net income (loss), and the Company currently expects that gross margins and net income (loss) will continue to be adversely affected by increased material costs and freight and logistics expenses through at least fiscal year2026. In addition, the Company expects inflation and the ongoing supply chain challenges and logistics costs to impact its cash from operations through at least fiscal year2026. In addition, reduced budgets and lower capital deployment priority for radiotherapy equipment, along with longer customer installation timelines, in the United States have negatively impacted net revenue since fiscal year2024, and the Company expects this will continue to have an impact through fiscal year2026. The extent of the ongoing impact of these macroeconomic events on our business, our markets and on global economic activity, however, is uncertain and the related financial impact cannot be reasonably estimated with any certainty at this time. The Company’s past results* may**not* be indicative of its future performance, and historical trends, including conversion of backlog to revenue, income (loss) from operations, net income (loss), net income (loss) per share and cash flows* may*differ materially.

On* February 2, 2026,the Company received a notice from the Nasdaq Listing Qualifications Department (the “Nasdaq Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the closing bid price for the last30* consecutive business days, the Company wasno longer in compliance with Nasdaq Listing Rules5550(a)(2) (the “Bid Price Rule”) which requires listed securities to maintain a minimum bid price of*$1* per share. The notification hasno immediate effect on the listing of the Company’s common stock, and its common stock will continue to trade on Nasdaq under the symbol “ARAY” at this time. Nasdaq has provided the Company with a180 calendar days compliance period (the “Compliance Period”), or until* August 3, 2026,in which to regain compliance with the Bid Price Rule. In order to regain compliance with Nasdaq’s Bid Price Rule, shares of the Company’s common stock must maintain a closing bid price of at least$1.00* for a minimum often consecutive business days during the Compliance Period, unless the Nasdaq Staff exercises its discretion to extend thisten-day period pursuant to Nasdaq Listing Rule5810(c)(3)(H). The Company is currently evaluating options to regain compliance and intends to timely regain compliance with the Bid Price Rule. Although the Company will use all reasonable efforts to achieve compliance with Rule5550(a)(2), there can beno assurance that the Company will be able to regain compliance with the Bid Price Rule or will otherwise be in compliance with other Nasdaq continued listing requirements.

The Company continues to critically review its liquidity and anticipated capital requirements in light of the significant uncertainty created by geopolitical and macroeconomic conditions. Based on the balance of the Company’s cash and cash equivalents, available debt facilities, current business plan and revenue prospects, the Company believes that it will have sufficient cash resources and anticipated cash flows to fund its operations for at least the next12 months. The Company, however, is unable to predict with certainty the impact that geopolitical and macroeconomic conditions, including their effect on the global supply chain, inflation and foreign currency exchange rates, will have on its ability to maintain compliance with the covenants contained in the Amended Financing Agreement (as defined below and see Note8. Debt, for more information), including financial covenants regarding the consolidated fixed charge coverage ratio, consolidated leverage ratio and minimum liquidity requirements.

Failing to comply with the covenants to the Amended Financing Agreement could adversely affect the Company’s ability to finance its future operations or capital needs, withstand a future downturn in its business or the economy in general, engage in business activities, including future opportunities that* maybe in its interest, and plan for or react to market conditions or otherwise execute its business strategies. The Company’s ability to comply with the covenants and other terms governing the Financing Agreement will depend in part on its future operating performance. In addition, because substantially all of the Company’s assets are pledged as collateral under the Amended Financing Agreement, if the Company isnot* able to cure any default or repay outstanding borrowings, such assets are subject to the risk of foreclosure by the Company’s lenders. Failure to satisfy the covenants and other terms governing the Amended Financing Agreement in the future could cause the Company to be in default and the maturity of the related debt could be accelerated and become immediately payable. This* mayrequire the Company to obtain waivers or additional amendments to the Amended Financing Agreement in order to maintain compliance and there can beno* certainty that any such waiver or amendment will be available, or what the cost of such waiver or amendment, if obtained, would be. If the Company is unable to obtain necessary waivers or amendments and the debt under the Amended Financing Agreement, is accelerated, the Company would be required to obtain replacement financing. There can beno assurance that the Company would be able to obtain replacement financing on acceptable terms, or at all, on a timely basis. There can beno assurance that the Company would be able to satisfy its obligations if any of its indebtedness is extended. There isno guarantee that the Company would be able to satisfy its obligations if any of its indebtedness is accelerated.

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Use of Estimates

The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures at the date of the financial statements. The Company assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to the Company. Actual results could differ materially from those estimates.

Significant Accounting Policies

There have beenno material changes in the Company’s significant accounting policies during thenine months ended* March 31, 2026*, compared to the significant accounting policies described in its Annual Report on Form10-K for the fiscal year ended* June 30, 2025*, filed with the SEC on* August 28, 2025,as amended by the Company’s Annual Report on Form10*-K/A filed with the SEC on* February 17, 2026.*

Recent Accounting Pronouncements

Accounting Pronouncements - Adopted

In* December 2023,the FASB issued ASU2023*-09 to improve the transparency and usefulness of income tax disclosures. The accounting standard expands disclosures to the entity’s income tax rate reconciliation table and requires cash taxes paid disaggregated by jurisdiction. This accounting pronouncement became effective for the Company on* July 1, 2025and it willfirst* report the impact of this standard in its Annual Report on Form10-K for fiscal2026. The update can be applied on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the standard and determining the extent of additional disclosures that* may*be required.

Accounting Pronouncements-Not Yet Effective

In* November 2024,the Financial Accounting Standards Board (“FASB”) issued accounting standard update (“ASU”)2024-03 requiring additional disclosure of the nature of expenses included in the income statement. The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. The update is effective for annual periods beginning after December 15, 2026.The Company plans to adopt ASU2024*-03 on* July 1, 2027.*The requirements will be applied prospectively with the option for retrospective application. Early adoption is permitted. The Company is currently assessing the impact of adopting the updated provisions.

Note2. Revenue

Contract Balances

The timing of revenue recognition, billings, and cash collections results in trade receivables, unbilled receivables, and deferred revenues on the unaudited condensed consolidated balance sheets. The Company* mayoffer longer or extended payment terms of more thanone* year for qualified customers in some circumstances. At times, revenue recognition occurs before the billing, resulting in an unbilled receivable, which represents a contract asset. The contract asset is a component of accounts receivable and other assets for the current and non-current portions, respectively. When the Company receives advances or deposits from customers before revenue is recognized, this results in a contract liability. It can taketwo or more years from the time of order to revenue recognition due to the Company’s long sales cycle.

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Changes in the contract assets and liabilities are as follows (dollars in thousands):

During thenine months ended* March 31, 2026*, contract assets changed primarily due to changes in the timing of billings that occurred after revenues were recognized and changes in transactions with payment terms exceeding12 months. During thenine months ended* March 31, 2026*, contract liabilities changed due to changes in the timing of revenue recognition as a result of changes in shipping timing, modifications to the transaction price, reduced customer deposits for system sales, and for which the warranty was deferred.

During thethree andnine months ended* March 31, 2026*, the Company recognized revenue of$11.0 million and$56.3 million respectively, whichwas included in the deferred revenue balances as of* June 30, 2025*. During thethree andnine months ended* March 31, 2025*, the Company recognized revenue of $12.3 million and $56.4 million respectively, which was included in the deferred revenue balances as of* June 30, 2024*.

Remaining Performance Obligations

Remaining performance obligations represent the aggregate amount of transaction price allocated to performance obligations that are unsatisfied, or partially unsatisfied. Service contracts that are considered cancellable are generally considered30 to60 day contracts and arenot included in the remaining performance obligations below.

As of* March 31, 2026*, total remaining performance obligations amounted to$70.2 million. Of this total amount,$53.6 million is related to performance obligations for warranties, which is the estimated revenue expected to be recognized over the warranty period for systems that have been delivered (the time bands reflect management’s best estimate of the period when the Company will transfer control to the customer and* maychange based on timing of shipment, readiness of customers’ facilities for installation, installation requirements, and availability of products). The Company has elected the practical expedient tonot* disclose the unsatisfied performance obligations of contracts with an original expected duration ofone year or less.

The following table represents the Company's expected revenue recognition based on the remaining performance obligations for warranties as of* March 31, 2026* (in thousands):

The Company expects to recognize as revenue the significant majority of the additional$16.6 million of remaining performance obligations, which are primarily related to deferred training and system installations, over the next 12 months. The Company also has open system orders, upgrade sales orders, and customer credits that are excluded from the above remaining performance obligation balances primarily because they donot include substantive termination penalties at order execution and therefore donot meet the definition of a remaining performance obligation in accordance with ASC606, Revenue from Contracts with Customers. The contract inception date in accordance with Step1 of ASC606 for these system and upgrade sales orders has been determined to be shortly before shipment of the system, when the customer becomes obligated to pay the non-refundable contract balance.

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Capitalized Contract Costs

As of* March 31, 2026* and* June 30, 2025*, the balance of capitalized costs to obtain a contract was$5.3 million and$7.3 million, respectively. The Company has classified the capitalized costs to obtain a contract as a component of prepaid expenses and other current assets and other assets with respect to the current and non-current portions of capitalized costs, respectively, on the unaudited condensed consolidated balance sheets.

Amounts related tocapitalized costs to obtain a contract consisted of the following (in thousands):

Note3. Supplemental Financial Information

Balance Sheet Components

Financing receivables

A financing receivable is a contractual right to receive money, on demand or on fixed or determinable dates, that is recognized as an asset on the Company’s balance sheets. The Company’s financing receivables, consisting of its accounts receivable with contractual maturities of more thanone year, are included in accounts receivable net, and other assets on the unaudited condensed consolidated balance sheets. The Company evaluates the credit quality of a customer at contract inception and monitors credit quality over the term of the underlying transactions. The Company performs a credit analysis for all new orders and reviews payment history, current order backlog, financial performance of the customers and other variables that augment or mitigate the inherent credit risk of a particular transaction. Such variables include the underlying value and liquidity of the collateral, the essential use of the equipment, the contract term and the inclusion of credit enhancements, such as guarantees, letters of credit or security deposits. The Company classifies accounts as high risk when it considers the financing receivable to be impaired or when management believes there is a significant near-term risk of non‑payment. The Company performs an assessment each quarter of the allowance for credit losses related to its financing receivables.

A summary of the Company’s financing receivables is presented as follows (in thousands):

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Inventories, net

Inventories consisted of the following (in thousands):

The Company's inventories on the unaudited condensed consolidated balance sheets are net of reserves.

Prepaid and Other Current Assets

Prepaid and other current assets consisted of the following (in thousands):

Duty drawback receivables are amounts due from U.S. Customs and Border Protection under Section301 and other customs programs. These amounts represent refunds of duties previously paid and are recorded when recovery is considered probable and estimable. These receivable amounts donot include any future refund related to previously paid tariffs under the International Emergency Economic Powers Act (“IEEPA”) (see Note7. Commitments and Contingencies for more information). Debt financing costs are related to the delayed draw term loan facility and the short-term financing costs related to the revolving credit facility included in the Financing Agreement (see Note8. Debt, for more information).

Property and equipment, net

Property and equipment, net, consisted of the following (in thousands):

Depreciation expense related to property and equipment was $1.7 million and $5.1 million during thethree andnine months ended* March 31, 2026*, and $1.5 million and $4.5 million during thethree andnine months ended* March 31, 2025*, respectively.

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Goodwill

Activity related to goodwill consisted of the following (in thousands):

The Company performed its annual goodwill impairment test in the quarter ended* December 31, 2025,and determined that there wasno impairment to goodwill. The Company determined that a triggering event occurred due to a significant decline in its stock price, most notably in late March 2026,which resulted in a decrease in its market capitalization and as a result, on March 31, 2026,the Company performed a quantitative goodwill impairment test. The fair value of goodwill in the quantitative impairment test was determined using a combination of an income approach, which estimates fair value based upon projections of future revenues, expenses, and cash flows discounted to their respective present values, and a market approach. The quantitative impairment test determined that the fair value of its reporting unit exceeded its respective carrying amount and thereforeno* goodwill impairment was recorded. The Company monitors its recorded goodwill for indicators of impairment every fiscal quarter.

Other Assets

Other assets consisted of the following (in thousands):

Amortization expense for capitalized software costs to be sold was $0.4 million and $0.8 million during thethree andnine months ended* March 31, 2026*, respectively, and there wasno amortization expense for capitalized software costs to be sold during thethree andnine months ended* March 31, 2025*, respectively. Amortization expense is recorded in cost of sales in its unaudited condensed consolidated statement of operations and comprehensive loss. There wereno amounts written down to net realizable value for the capitalized software costs to be sold during thethree andnine months ended* March 31, 2026and2025*. The Companydidnot identify any triggering events that would indicate a potential impairment of its definite-lived intangible and long-lived assets as of* March 31*,2**026. Debt financing costs are related to the revolving credit facility included in the Amended Financing Agreement (see Note8. Debt, for more information).

Other Accrued Liabilities

Other accrued liabilities consisted of the following (in thousands):

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Accumulated Other Comprehensive Loss

The changes in accumulated other comprehensive loss are excluded from earnings and reported as a component of stockholders’ equity. The unrealized gains or losses on cash flow hedge instruments results from changes in our cash flow hedging arrangements. The cumulative foreign currency translation adjustment results from those subsidiariesnot using the U.S. Dollar as their functional currency since the majority of their economic activities are primarily denominated in their applicable local currency. Accordingly, all assets and liabilities related to these operations are translated to the U.S. Dollar at the current exchange rates at the end of each period. Revenues and expenses are translated at average exchange rates in effect during the period.

The components of accumulated other comprehensive loss in the stockholders' equity section of the Company’s unaudited condensed consolidated balance sheets are as follows (in thousands):

Statements of Operations

Interest expense consisted of the following (in thousands)

Other income (expense), net, consisted of the following (in thousands):

Note4. Leases

The Company has operating leases for corporate offices and warehouse facilities worldwide. Additionally, the Company leases cars and copy machines that are considered operating leases. Some of the Company’s leases are non-cancellable operating lease agreements with various expiration dates through* August 2035.Certain lease agreements include options to renew or terminate the lease, which arenot* reasonably certain to be exercised and therefore, arenot factored into the determination of lease payments.

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The following table provides information related to the Company’s operating leases (in thousands):

Operating lease right-of-use assets and operating lease liabilities consisted of the following (in thousands):

Maturities of operating lease liabilities as of* March 31, 2026*, are presented in the table below (dollars in thousands):

The weighted-average remaining lease term and weighted-average discount rate for operating leases were as follows:

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Note5. Derivative Financial Instruments

The Company measures all derivatives at fair value on the unaudited condensed consolidated balance sheets. The accounting for gains and losses resulting from changes in the fair value of those derivatives depends upon the use of the derivative and whether it qualifies for hedge accounting are as follows (in thousands):

As of* March 31, 2026*, and* June 30, 2025*, the fair value of the Company'sderivativesnot designated as hedging instruments werenot material. The Company records its derivative financial instruments on a gross basis within the unaudited condensed consolidated balance sheets.

Cash Flow Hedging Arrangements

The Company uses foreign currency forward contracts designated as cash flow hedges to manage its exposure to the variability of future cash flows that are denominated in a foreign currency. For derivative instruments designated as cash flow hedges, the derivative’s gain or loss is initially reported as a component of accumulated other comprehensive loss and subsequently reclassified into income in the same period or periods in which the hedged item affects earnings. In order for the Company to receive hedge accounting treatment, the cash flow hedge must be highly effective in offsetting changes in the fair value of the hedged item and the relationship between the hedging instrument and the associated hedged item must be formally documented at the inception of the hedge relationship. Hedge effectiveness is formally assessed, both at hedge inception and on an ongoing basis, to determine whether the derivatives used in hedging transactions are highly effective in offsetting changes in the value of the hedged items and whether they are expected to continue to be highly effective in future periods.

The Company formally documents relationships between hedging instruments and associated hedged items. This documentation includes: identification of the specific foreign currency asset, liability or forecasted transaction being hedged; the nature of the risk being hedged; the hedge objective; and the method of assessing hedge effectiveness. If an anticipated transaction is deemedno longer likely to occur, the corresponding derivative instrument is de-designated as a hedge and any associated unrealized gains and losses in accumulated other comprehensive loss are recognized in income or expense at that time. Any future changes in the fair value of the instrument are recognized in current income or expense. The Company is required to maintain a minimum cash collateral balance of $2.0 million for its outstanding cash flow hedge derivatives to fund the anticipated settlement of its open positions. As of* March 31, 2026*, the Company has $2.0 million in cash collateral for its cash flow hedge derivatives recorded in long-term restricted cash on the unaudited condensed consolidated balance sheets.

The notional amount of the Company's foreign currency forward contracts that were entered into to hedge forecasted revenues and designated as cash flow hedges (in thousands):

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The amount of the gains and losses on derivative instruments designated as cash flow hedges and the classification of those gains and losses within the unaudited condensed consolidated financial statements were as follows (in thousands):

Gains and losses reclassified from accumulated other comprehensive loss are recorded in other income and expense on the Company's statement of operations and comprehensive loss. During thethree andnine months ended* March 31, 2026*, the gains and losses recognized due to the de-designation of cash flow hedge contracts werenot significant. As of* March 31, 2026*, the amount that will be reclassified from accumulated other comprehensive loss to earnings within the nexttwelve months is$1.5 million. As of* March 31, 2026*, outstanding cash flow hedges will mature within the next eighteen months.

Balance Sheet Hedging Arrangements

The Company uses foreign currency forward contracts designated as balance sheet hedges with approved financial institutions to manage its exposure of fluctuations in foreign currency exchange rates on certain intercompany balances and foreign currency denominated cash, customer receivables and liabilities. These balance sheet hedging arrangements arenot designated as hedging instruments for accounting purposes. The periods of these balance sheet hedges range up to approximately three months and the notional amounts are intended to be consistent with changes in the underlying exposures.

The notional amount of the Company's outstanding balance sheet hedge contracts consisted of the following (in thousands):

Gains or losses on derivative financial instruments

Gains and losses on the Company's balance sheet and cash flow hedges are recorded in other income (expense), net, on the Company's unaudited condensed consolidated statements of operations and comprehensive loss. The following table provides information about the gain or loss associated with the Company’s derivative financial instruments (in thousands):

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Note6. Fair Value Measurements

Fair value is an exit price representing the amount that would be received to sell an asset or paid to transfer a liability, in the principal or most advantageous market, for the asset or liability, in an orderly transaction between market participants on the measurement date. The fair value hierarchy containsthree levels of inputs that* may*be used to measure fair value, as follows:

Items Measured at Fair Value on a Recurring Basis

Warrant Liabilities

The Penny Warrants (as defined in Note8) are accounted for as a liability with the changes in fair value of the warrants recognized in the statement of operations and comprehensive income (loss). The estimated fair value of the Penny Warrants liabilities represent Level2 measurements because the fair value of the warrant is being implied based on market trades of the Company's stock.

The following table shows the changes in fair value of the Penny Warrants:

Other Fair Value Disclosures

The Company's open foreign currency forward contracts designated as cash flow hedges and balance sheet hedgesare measured on a recurring basis using Level2 based upon observable inputs. As of* March 31, 2026*, the fair value of the Company's cash flow hedges was $1.6 million. The Company didnot have open foreign currency forward contracts designated as cash flow hedges as of* June 30, 2025*. As of* March 31, 2026* and* June 30, 2025*, the fair value of the Company's foreign currency forward contracts designated as balance sheet hedges werenot material.

The table below summarizes the carrying value and estimated fair value of the 3.75% Convertible Senior Notes due* June 1, 2026 (**“2026* Notes”) and the Term Loan Facility (in thousands):

The Company’s convertible debt is measured on a recurring basis using Level2 based upon observable inputs. The Company's Term Loan Facility (as defined in Note8) reflects the bank quoted market rates, which the Company considers to be a Level2 fair value measurement. The Company believes that the carrying value of the Term Loan Facility approximates its estimated fair value based on the effective interest rate, compared to the current market rate available to the Company at quarter-end. The carrying value and fair value of the Term Loan Facility excludes$22.7 million and $21.0 million as of* March 31, 2026* and* June 30, 2025*, respectively, for the fair value of the warrants issued to the lenders to purchase the Company’s common stock.

The warrants that met all of the criteria for equity classification were recorded at their relative fair value in additional paid-in capital at the time of issuance. The fair value of $16.5 million as of* March 31, 2026* isnot subjectto remeasurement and was estimated using a Black-Scholes method, which incorporates significant unobservable inputs, including expected volatility, risk-free interest rate and expected term. As these inputs arenot observable in the market, the fair value measurement of the Premium Warrants represent a Level3 measurement.

Note7. Commitments and Contingencies

Litigation

From time to time, the Company is involved in legal proceedings, including claims, investigations, and inquiries, arising in the ordinary course of its business. The Company records a provision for a loss when it believes that it is both probable that a loss has been incurred and the amount can be reasonably estimated. To the extent there is a reasonable possibility that a loss exceeding amounts already recognized* maybe incurred and the amount of such additional loss would be material, we will either disclose the estimated additional loss or state that such an estimate cannot be made. Currently, management believes the Company doesnot* have any probable and reasonably estimable material losses related to any current legal proceedings and claims. Although occasional adverse decisions or settlements* mayoccur, management doesnot* believe that an adverse determination with respect to any of these claims would individually, or in the aggregate, materially and adversely affect the Company’s financial condition or operating results. Litigation is inherently unpredictable and is subject to significant uncertainties, some of which are beyond the Company’s control. Should any of these estimates and assumptions change or prove to have been incorrect, the Company could incur significant charges related to legal matters that could have a material impact on its results of operations, financial position and cash flows.

Indemnities

Under the terms of the Company’s software license agreements with its customers, the Company agrees that in the event the software sold infringes upon any patent, copyright, trademark, or any other proprietary right of athird-party, it will indemnify its customer licensees against any loss, expense, or liability from any damages that* maybe awarded against its customer. The Company includes this infringement indemnification in all of its software license agreements and selected managed services arrangements. In the event the customer cannot use the software or service due to infringement and the Company cannot obtain the right to use, replace or modify the license or service in a commercially feasible manner so that itno* longer infringes, then the Company* mayterminate the license and provide the customer a refund of the fees paid by the customer for the infringing license or service. The Company hasnot* recorded any liability associated with this indemnification, as it isnot aware of any pending or threatened actions that represent probable losses as of* March 31, 2026*.

The Company enters into standard indemnification agreements with its landlords and all superior mortgagees and their respective directors, officers, agents, and employees in the ordinary course of business. Pursuant to these agreements, the Company will indemnify, hold harmless, and agree to reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally the landlords, in connection with any loss, accident, injury, or damage by anythird-party with respect to the leased facilities. The term of these indemnification agreements is from the commencement of the lease agreements until termination of the lease agreements. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, historically, the Company hasnot incurred claims or costs to defend lawsuits or settle claims related to these indemnification agreements. The Company hasnot recorded any liability associated with its indemnification agreements as it isnot aware of any pending or threatened actions that represent probable losses as of* March 31, 2026*.

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Guarantees

As of* March 31, 2026*, and* June 30, 2025*, the Company had various bank guarantees totaling $1.3 million and $1.5 million, respectively, primarily related to bidding processes with customers.

Royalty Agreement

The Company enters into software license agreements withthird parties that require royalty payments for each license used. In connection with such agreements, the Company records royalty costs in cost of revenue or deferred cost of revenue. The Company had approximately $2.8 million and $3.1 million in accrued royalty payments as of* March 31, 2026*, and* June 30, 2025*, respectively, related to royalty agreements. The following table provides information about the Company’s royalty expense and royalty payments (in thousands):

Restructuring

In fiscal year2026, the Company implemented a restructuring plan (“FY26 Restructuring Plan”). TheFY26 Restructuring Plan included the elimination of approximately 3% of the global workforce during thethree months ended* September 30, 2025,and the elimination of approximately 15% of the global workforce duringthree* months ended* December 31, 2025.Certain employees notified during thethree* months ended* December 31, 2025,have various termination dates during the quarterly periods ended March 31, 2026,and June 30, 2026.Restructuring charges also includethird*-party implementation and other costs that were directly tied to the execution of theFY26 Restructuring Plan and asset impairments for certain operating lease right-of-use assets and capitalized assets as a result of theFY26 Restructuring Plan.

The following table summarizes the restructuring charges (in thousands):

The following table summarizes the restructuring charge liability (in thousands):

Total restructuring charges for theFY26 Restructuring Plan are expected to be approximately $17 million, subs tantially all of which will be paid in cash in fiscal year2026.

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Other Matters - IEEPA Tariff Refunds

As a result of a Supreme Court ruling issued in* February 2026,the Company maybe eligible to seek refunds of certain previously paid tariffs on imported products under the IEEPA. The Company paid approximately $9.0 million in IEEPA duties since April 2025,of which $3.2 million is included in Inventory, net, on the accompanying unaudited condensed consolidated balance sheet as of March 31, 2026,*and the remainder has been expensed in cost of sales over the period of which the inventory was sold consistent with the Company’s accounting policies.

On* April 13, 2026,the Company entered into a participation agreement with athird*-party pursuant to which it agreed to sell its claims for refunds of previously paid tariffs imposed under the IEEPA. Under the terms of the participation agreement, thethird-party purchased the $9.0 million of the Company's refund claims for $6.6 million in cash. Any benefit associated with these previously paid tariffs will be recognized in the Company’s income statement in the period in which a refund from U.S. Customs and Border Protection is deemed realizable in accordance with applicable accounting guidance. The execution of the participation agreement didnot result in the recognition of a tariff refund receivable as of* March 31, 2026.*

On* April 21, 2026,the Company submitted approximately $9.0 million of tariff refund claims through CBP’s Consolidated Administration and Processing of Entries portal, of which $8.9 million were reported as having an accepted submission status as of the date of this Quarterly Report on Form10*-Q.

Note8. Debt

The Company's outstanding debt as of* March 31, 2026*, and* June 30, 2025*, is as follows (in thousands):

A summary of interest expense on the Company’s outstanding debt is as follows (in thousands):

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A summary of weighted average effective interest rate on the Company’s debt is as follows:

The weighted average effective interest rate includes coupon interest rates, paid-in-kind interest, the amortization of debt financing costs, and the amortization of the discount for warrants issued to lenders.

Financing Agreement

On* June 6, 2025,the Company entered into a newfive-year senior secured credit agreement, due June 6, 2030, (*the “Financing Agreement”) by and among the Company, as borrower (the “Borrower”), TCW Asset Management Company LLC, a leading global asset manager (“TCW”), as collateral agent for the lenders (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”) and as administrative agent for the lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”, and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”), and certain other parties signatory thereto. The Financing Agreement provides for a $150 million term loan (the “Term Loan Facility”), a $20 million delayed draw term loan facility (the “Delayed Draw Facility”), and a $20 million revolving credit facility (the “Revolving Credit Facility” and, together with the Term Loan Facility and Delayed Draw Facility, the “Facilities”). The Financing Agreement contains restrictions and covenants applicable to the Company and its subsidiaries.

In* December 2025,the Company entered into amendments to the Financing Agreement. Thefirst* amendment to the Financing Agreement ("First Amendment") provided for the inclusion of certain restricted cash balances in the liquidity covenant in the Financing Agreement. Thesecond amendment to the Financing Agreement ("Second Amendment") and the Financing Agreement as amended by the First Amendment and Second Amendment (the “Amended Financing Agreement”) provide for (i) removal of the leverage condition the Company must meet to draw down on the Delayed Draw Facility; (ii) reduction of the capacity of the Delayed Draw Facility to $18.25 million; and (iii) the delay of the commencement of the requirement for the Company to meet the fixed charge coverage ratio and leverage ratio to* December 31, 2026.In addition, the Company agreed to pay an additional$2.4 millionin fees and amounts available to be drawn under the revolving credit facility were reduced to $15.0 million through December 31, 2026.*

Among other requirements, the Company* may**not* permit (i) the total leverage ratio (as defined in the Amended Financing Agreement) to be greater than a certain specified ratio for each fiscal quarter during the term of the Amended Financing Agreement, (ii) the fixed charge coverage ratio (as defined in the Amended Financing Agreement) to be less than a certain specified ratio for each fiscal quarter during the term of the Amended Financing Agreement or (iii) liquidity (as defined in the Amended Financing Agreement) to be less than a certain specified threshold for each month during the term of the Amended Financing Agreement. The Company was in compliance with its covenants and other requirements of the Amended Financing Agreement as of* March 31, 2026*.

The Borrower’s obligations under the Amended Financing Agreement are secured byfirst-priority liens on substantially all assets of the Borrower, subject to certain exceptions. The Amended Financing Agreement required the Borrower to cause certain of its direct and indirect subsidiaries to grantfirst-priority liens on substantially all of their assets, in each case, subject to certain exceptions.

Interest on the borrowings under the Facilities is payable in arrears on the applicable interest payment date at an interest rate equal to, at the Company’s option, either: (i) a term SOFR-based rate (subject to a 2.00%per annum floor), plus an applicable margin of 8.50%, per annum* or (ii) a reference rate (subject to a 3.00%per annum floor), plus an applicable margin of 7.50% per annum.The agreement provides the option for payment-in-kind interest (“PIK”) up to 6.00% *per annum (subject to an increase in applicable margin of 1/3 of 1.00% per annum for each 1.00% per annum of interest elected to be paid in kind which PIK interest will be capitalized on the applicable interest payment date and will be added to the then-outstanding principal amount of the term loans). The Amended Financing Agreement requires the Borrower to pay the lenders with commitments under the Revolving Credit Facility an unused commitment fee equal to 0.50% per annum of the average unused portion of the Revolving Credit Facility.

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Warrants

On* June 6, 2025,concurrently with its entry into the Financing Agreement, the Company issued detachable warrants to purchase the Company’s common stock to certain of its lenders (the “Warrant Holders”) under the Financing Agreement. The Warrant Holders were issued warrants to purchase (i)17,180,710 shares of common stock with an exercise price of $1.68 per share, exercisable on and after December 7, 2025and expiring on June 6, 2032 (the “June 2025Premium Warrants”)and (ii)6,247,531 shares of common stock with an exercise price of $0.01 per share, which are exercisable immediatelyand expire June 6, 2032*(the “* June 2025*Penny Warrants”).

On* December 15, 2025,concurrently with its entry into the Second Amendment, the Company issued detachable warrants to purchase the Company’s common stock to the Warrant Holders. The Warrant Holders were issued warrants to purchase (i)3,062,726 shares of common stock with an exercise price of $1.50 per share, exercisable on and after June 16, 2026and expiring on December 15, 2032 (the “December 2025Super Premium Warrants”), (ii)2,187,661 shares of common stock with an exercise price of $1.25 per share, exercisable on andafter June 16, 2026and expiring on December15,* 2**032 (the* “December 2025Premium Warrants”), and (iii)1,750,129 shares of common stock with an exercise price of $0.01 per share, which are exercisable immediatelyand expire on December 15, 2032 (the “December 2025Penny Warrants”). If the Company accesses the Delayed Draw Facility, the Company will issue up to 7.0 million in additional warrants to the Warrant Holders under the Amended Financing Agreement. As of March 31, 2026*, no warrants have been exercised. On* February 12, 2026,the Company received a waiver from the Warrant Holders to extend the due date to file a registration statement related to registering the underlying shares of the December 2025Super Premium Warrants, the December 2025Premium Warrants and the December 2025Penny Warrants to allow the Company time to complete the filing of its Form10*-K/A for the fiscal year ended* June 30, 2025,Form10*-Q/A for the quarter ended* September 30, 2025,and Form10*-Q for the quarter ended* December 31, 2025.*

3.75% Convertible Senior Notes due June 1, 2026**

In* May 2021,the Company issued $100.0 million aggregate principal amount of its2026* Notes under an indenture between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee. On* June 5, 2025,the Company entered into separate, privately-negotiated exchange agreements with a limited number of existing holders of the2026* Notes (the*“2026* Noteholders'”) to exchange (the “Exchange”) approximately $82.0 million aggregate principal amount of the2026 Noteholders' existing2026 Notes. Holders of the remaining $18.0 million aggregate principal amount of the2026 Notes didnot receive cash or shares of common stock in the Exchange mentioned above and the original terms of such2026 Notes werenot modified.

Holders of the remaining2026 Notes* mayconvert their notes at any time on or after March 6, 2026until the close of the business day immediately preceding the maturity date. Prior to June 1, 2026,the remaining holders of the2026* Notes* may*convert their notes only under certain circumstances. Upon conversion, the Company will have the right to pay cash, or deliver shares of common stock of the Company or a combination thereof, at the Company’s election. The initial conversion rate is 170.5611 shares of the Company’s common stock per $1,000 principal amount (which represents an initial conversion price of approximately $5.86 per share of the Company’s common stock). The conversion rate, and therefore, the conversion price, is subject to adjustment, as further described below.

Holders of the remaining2026 Notes who convert their notes in connection with a “make-whole fundamental change,” as defined in the indenture,* maybe entitled to a make-whole premium in the form of an increase in the conversion rate. Additionally, in the event of a “fundamental change,” as defined in the indenture, holders of the remaining2026* Notes* mayrequire the Company to purchase all or a portion of their note at a fundamental change repurchase price equal to 100% of the principal amount of the2026* Notes, plus accrued and unpaid interest, if any, to, butnot including, the fundamental change repurchase date. As of* March 31, 2026* and* June 30, 2025*, the if-converted value of the remaining2026 Notes didnot exceed the outstanding principal amount.

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Note9. Stock Incentive Plans

The following table presents details of share-based compensation expenses, by functional line item, noted within the Company's unaudited condensed consolidated statements of operations and comprehensive loss (in thousands):

In* November 2025,the Company’s stockholders approved the2026* Equity Incentive Plan (the*"2026* Plan") whereby a maximum of 3,896,000 shares of common stock were reserved for issuance, plus the shares remaining in the share reserve under the Company’s2016 Equity Incentive Plan (the*“2016* Equity Incentive Plan”) immediately before the effective date of the2026 Plan and shares subject to outstanding awards granted under the2016 Plan that would be added to the2026 Plan on or after the effective date of the2026 Plan.

Note10. Net Loss Per Common Share

Basic earnings per share is computed based on the weighted average number of shares of common stock and warrants outstanding during the period. Diluted earnings per share is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period. Dilutive potential common shares include outstanding share awards. Potentially dilutive shares of the Company’s common stock are excluded from the computation of diluted net loss per share for loss periods presented because including them would have been anti-dilutive. Dilutive earnings per share is the same as basic earnings per share for the periods in which the Company had a net loss because the inclusion of outstanding common stock would be anti-dilutive.

A reconciliation of the numerator and denominator used in the calculation of basic and diluted net income (loss) per common share is as follows (in thousands, except for per share amounts):

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Warrants Issued in Connection with the Long-term Debt

The Company has issued warrants to the lenders of itslong-term debt (See Note8. Debt, for more information). Accounting guidance dictates that shares issuable for little orno cash consideration upon the satisfaction of certain conditions shall be considered outstanding common shares and included in the computation of basic earnings per share. The* June 2025Penny Warrants and December 2025Penny Warrants (the "Penny Warrants") are considered shares issuable for little orno* cash consideration upon the satisfaction of certain conditions and are considered outstanding common shares to be included in the computation of basic and diluted earnings per share. Approximately 8.0 million and 6.9 million Penny Warrant shares are included in the weighted average shares to calculate basic and diluted earnings per share during thethree andnine months ended* March 31, 2026*, respectively. As of* March 31, 2026*, no warrants have been exercised.

Outstanding Convertible Senior Notes

Due to the optional cash settlement feature and management’s intent to settle the principal amount thereof, in cash, the shares of common stock issuable upon conversion of the outstanding principal amount of the2026 Notes are included in the calculation of diluted net income (loss) per share only if their inclusion is dilutive for periods during which the2026 Notes were outstanding. The shares of common stock issuable upon conversion of the outstanding principal amount of the2026 Notes was 3.1 million shares for thethree andnine months ended* March 31, 2026*, and 17.1 million forthree andnine months ended* March 31, 2025* and such shares werenot included in the basic and diluted net loss per common share as the effect of adding the shares were anti-dilutive.

Note11. Segment Information

The Company hasone operating and reporting segment (oncology systems group), which develops, manufactures and markets proprietary medical devices used in radiation therapy for the treatment of cancer patients. The Company’s Chief Executive Officer, its Chief Operating Decision Maker (“CODM”), assesses financial performance by reviewing a reporting package based on consolidated results of the Company when making decisions about allocating resources and assessing performance. The CODM evaluates performance based on net revenues, gross profit, and operating income which are consistent with what is reported in the unaudited condensed consolidated statements of comprehensive loss. Significant segment expenses regularly provided to the CODM are consolidated research and development expenses, sales and marketing, and general and administrative expenses as reported on the consolidated financial statements. In addition, the CODM regularly reviews the budget and forecast-to-actual variances to evaluate performance and to make decisions about allocating capital and other resources. The Company doesnot assess the performance of its individual product lines on measures of profit or loss, or asset-based metrics. Therefore, the information below is presented only for revenues and long‑lived tangible assets by geographic areas.

Disaggregation of Revenues

The Company disaggregates its revenues from contracts by geographic region, as the Company believes this best depicts how the nature, amount, timing and uncertainty of revenues and cash flows are affected by economic factors. Revenues attributed to a country or region are based on the shipping address of the Company’s customers. Additionally, the Company typically recognizes revenue at a point in time for product revenue and recognizes revenue over time for service revenue.

The Company reports its customer revenues infive geographic regions: the Americas, EIMEA, Japan, China and Asia Pacific. The Americas region primarily includes the United States, Canada and Latin America. The EIMEA region includes Europe, India, the Middle East, and Africa. The Asia Pacific region consists of Asia (excluding Japan and China), Australia and New Zealand.

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The following summarizes net revenue by geographic region (in thousands):

Disaggregation of Long-Lived Assets

Information regarding geographic areas in which the Company has long-lived assets, which consists of property, plant and equipment, net, and operating lease right-of-use assets are as follows (in thousands):

The long-lived assets in the Americas region are located in the United States as of* March 31, 2026*, and* June 30, 2025*.

Note12. Joint Venture

In* January 2019,the Company’s wholly-owned subsidiary, Accuray Asia Limited (“Accuray Asia”), entered into an agreement with CNNC High Energy Equipment (Tianjin) Co., Ltd. (the “CIRC Subsidiary”), a wholly-owned subsidiary of China Isotope & Radiation Corporation, to form a joint venture, CNNC Accuray (Tianjin) Medical Technology Co. Ltd. (the “JV”), to manufacture and sell radiation oncology systems in China. As of March 31, 2026*, the Company owned a 49% interest in the JV, which is reported as an investment in joint venture on the Company’s unaudited condensed consolidated balance sheets.

The Company applies the equity method of accounting to its ownership interest in the JV as the Company has the ability to exercise significant influence over the JV but lacks controlling financial interest and isnot the primary beneficiary. The Company recognizes the 49% proportionate share of the JV income or loss on aone-quarter lag due to the timing of the availability of the JV’s financial records. The Company recognizes revenue on sales to the JV in the current period of control transfer, eliminating a portion of profit to the extent goods sold havenot been sold through by the JV to an end customer by the end of each reporting period. With the receipt of the necessary permits and licenses to operate, the JV has begun to manufacture and sell a locally branded “Made in China” radiotherapy device, the Tomo C radiation therapy system, in the Class B license category. The JV also distributes other Accuray treatment delivery systems like the Radixact and CyberKnife treatment delivery systems, including the Radixact SynC and CyberKnifeS7 Systems, which received NMPA approval in* January 2025.*

The following table shows the reconciliation between the carrying value of the Company's investment in the JV and its proportional share of the underlying equity in net assets of the JV (in thousands):

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As of* March 31, 2026*, and* June 30, 2025*, the Company’s carrying value of the investment in the JV was decreased for the Company's proportional share of the JV's currency translation adjustment by$0.1 million and$0.4 million, respectively. In* June 2025,the JV declared a $2.5 million dividend to the Company which was paid in July 2025.There wereno dividends declared as of March 31, 2026*.

Summarized financial information of the JV is as follows (in thousands):

The following table shows the activity of the Company’s net revenue recognized from intra-entity gross profit from sales (in thousands):

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Note13. Income Tax

The following summarizes the provision for income taxes (in thousands):

On a quarterly basis, the Company provides for income taxes based upon an estimated annual effective income tax rate. The Company's income tax expense duringthree andnine months ended* March 31, 2026and2025*, wasprimarily related to foreign taxes.

On* July 4, 2025,new federal tax legislation was enacted, introducing significant changes to U.S. corporate income tax law. Key provisions include the optional expensing of domestic research and development costs under Section174,* modifications to business interest deductions under Section163(j), and changes to international tax rules such as GILTI. Some provisions are effective retroactively to* January 1, 2025,while others phase in through2027.* Due to the full valuation allowance maintained against the Company’s U.S. deferred tax assets, the enactment of this legislation didnot have a material impact on the Company’s income tax provision for the quarter ended* March 31, 2026*. Any required updates to deferred tax balances or related disclosures will be reflected in the Company’s annual financial statements, as applicable. At* June 30, 2025,the Company’s gross unrecognized tax benefits were $22.6 million, of which $21.8 million wouldnot* affect income tax expense before consideration of any valuation allowance. The Company doesnot expect its unrecognized tax benefits to change significantly during fiscal year2026. Interest and penalties accrued on unrecognized tax benefits are recorded as a component of income tax expense.

Note14. Related Party

Consulting Agreement

On* October**18,* 2025, the Company entered into a consulting agreement (the “Agreement”) with Dedication Capital, LLC (“Dedication Capital”), an affiliate of Steven F. Mayer, a member of the board of directors (the “Board”) of the Company. Pursuant to the Agreement, Mr. Mayer, the chief executive officer of Dedication Capital, was appointed as Transformation Board Sponsor, providing consulting services to the Company over a period ofone year. Mr. Mayer’s services will include, among other things, responsibility for leading the Company’s planning and execution of certain strategic, organizational, cultural, and operational initiatives and transformation in consultation with the Company’s Chief Executive Officer (“CEO”), onboarding the CEO and consulting with the CEO on other matters, and establishing the composition and duties of a transformation office.

In consideration for the services to be provided to the Company, Dedication Capital and Mr. Mayer will receive (i) a base consulting fee of $600,000 per year (ii) a cash incentive award for fiscal year2026 and thefirst 3 ½ months of fiscal2027 totaling up to $750,000, where $375,000 is guaranteed, and (iii) equity awards granted to Mr. Mayer consisting of (a)1.25 million restricted stock awards (“RSAs”) with a grant date fair value of $1.5 million and (b)1.25 million performance-based stock awards (“PRSA”) with a grant date fair value of $0.9 million. The RSAs will vestone year from the grant date andno later than* November 28, 2026,and the PRSAs will be eligible to vest based on the Company’s stock price performance over an approximatelysix-year performance period ending on September**30,* 2031.

The Company recorded $0.2 million and $0.4 million for consulting fees and the incentive target bonus for services provided by Dedication Capital and Mr. Mayer during thethree andnine months ended* March 31, 2026*. The Company recorded$0.5 million and $0.7 million in stock compensation expense during thethree andnine months ended* March 31, 2026*, respectively, for the RSA and PRSAs. The Company includes the consulting fees and incentive target bonus provided by Mr. Mayer in restructuring expenses as these expenses are directly tied to the execution of theFY26 Restructuring Plan (as defined in Note7). The Company includes expenses for the RSAs and PRSAs in stock-based compensation expenses.

On* April 1, 2026,the Company amended the Agreement (the “Amended Agreement”). The Amended Agreement reduced the following byfifty* percent: (1) the base consulting fee for the period of* March 31, 2026through October 31, 2026, (2) the minimum amount payable under the guaranteed cash incentive award for the period ended June 30, 2026,and (3) the minimum guaranteed mid-year cash incentive award for the period ended September 30, 2026.In addition, the Company accelerated 0.9 million of the RSAs to vest on April 1, 2026,and the remaining shares will vest on October 31, 2026.*

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