Azenta, Inc.

You should carefully review and consider the information regarding certain factors that could materially affect our business, consolidated financial condition or results of operations set forth under the section titled “Risk Factors” in Part I, Item 1A of the 2025 Annual Report on Form 10-K and in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarters ended December 31, 2025 and March 31, 2026. There have been no material changes from the risk factors disclosed in the 2025 Annual Report on Form 10-K and such Quarterly Report on Form 10-Q except for the additional risk factor under “Risk Related to Reliance on Third Parties” as set forth below. We may disclose changes to risk factors or additional factors from time to time in our future filings with the SEC.

We are exposed to credit risk under the $35.0 million secured vendor loan extended in connection with the divestiture of our B Medical Systems business, and we may not be repaid on a timely basis or at all.

In connection with the July 1, 2026 sale of our B Medical Systems business, our wholly owned subsidiary, Azenta Germany GmbH, extended a $35.0 million secured term loan to the buyer, Thelema S.à r.l., representing a substantial portion of the $63.0 million purchase price. The loan bears interest at 6.0% per annum and matures three months following the July 1, 2026 funding date, at which time all principal and accrued interest are due. The buyer's obligations are secured by a first-priority pledge over 100% of the equity interests of B Medical Systems S.à r.l. We expect the buyer to repay the loan from permanent third-party financing, and there can be no assurance that the buyer will obtain such financing or otherwise repay the loan when due. The collateral consists solely of the equity of the divested business, the value of which depends on that business's performance and financial condition and may be insufficient to satisfy the obligation upon a default. The buyer is majority owned by an officer of the Company, and although the loan and related arrangements were reviewed and approved through our related-party transaction procedures, the related-party nature of the arrangement may complicate enforcement. If the buyer fails to repay the loan, or if we are unable to realize the full value of our collateral, we could be required to recognize a charge, write-down or impairment, which could adversely affect our results of operations and financial condition.