Azenta, Inc 10-Q for FY2026 Q3
Azenta, Inc. (AZTA)
10-Q
2026-08-06
For: 2026-06-30
View Original
Added on
August 06, 2026
About this 10-Q
Azenta, Inc filed this 10-Q on August 6, 2026, covering the quarter ended June 30, 2026 (FY2026 Q3).
Headline figures
Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $161.18M
- up 12.0% from $143.86M a year earlier
- Net income
- $2.46M
- compared with a net loss of $47.99M a year earlier
- Diluted EPS
- $0.05
- compared with -$1.05 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________________________
FORM 10-Q
____________________________________________________________________
(Mark One)
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |||||
For the quarterly period ended: | |||||
| OR | |||||
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |||||
For the transition period from __________ to _________
Commission File Number 000-25434
____________________________________________________________________
(Exact name of registrant as specified in its charter)
____________________________________________________________________
| (State or other jurisdiction of | (I.R.S. Employer | ||||
| incorporation or organization) | Identification No.) | ||||
(Address of principal executive offices)
____________________________________________________________________
(Zip Code)
____________________________________________________________________
Registrant’s telephone number, including area code: (888 ) 229-3682
____________________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| x | Accelerated filer | o | |||||||||
| Non-accelerated filer | o | Smaller reporting company | |||||||||
| Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of August 3, 2026, 43,808,393 shares of common stock, $0.01 par value, were outstanding.
AZENTA, INC.
Table of Contents
| PAGE NUMBER | |||||
2
INFORMATION RELATED TO FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Forward-looking statements may be identified by words such as “expect,” “estimate,” “intend,” “believe,” “anticipate,” “may,” “will,” “should,” “could,” “continue,” “likely,” or similar terms or variations. Examples of forward-looking statements include, but are not limited to, statements regarding our future revenue, margins, costs, operating expenses, tax expenses, capital expenditures, earnings, profitability, product development, demand, acceptance and market share, competitiveness, market opportunities and performance, levels of research and development, the success of our marketing, sales and service efforts, outsourced activities, anticipated manufacturing, customer and technical requirements, the ongoing viability of the solutions that we offer and our customers’ success, our management’s plans and objectives for our current and future operations and business focus, litigation, our ability to retain, hire and integrate skilled personnel, our ability to identify and address increased cybersecurity risks, the anticipated growth prospects of our business, the expected benefits and other statements relating to our divestitures and acquisitions, the adequacy, effectiveness and success of cost saving plans and our business transformation initiatives, our ability to continue to identify acquisition targets and successfully acquire and integrate desirable products and services and realize expected revenues and revenue synergies, our adoption of newly issued accounting guidance, the levels of customer spending, the impact of inflation and tariffs, and the sufficiency of financial resources to support future operations and the remediation of material weaknesses in our internal control over financial reporting. These forward-looking statements are based on current expectations and involve risks, uncertainties, and other factors that may cause actual results, performance, or achievements to differ materially from those expressed or implied. Such factors include those set forth in Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the year ended September 30, 2025, or the 2025 Annual Report on Form 10-K, and in our other filings with the Securities and Exchange Commission, or SEC, such as our quarterly reports on Form 10-Q, including the Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, and current reports on Form 8-K. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof and are based on information currently and reasonably known to us. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Unless the context indicates otherwise, references in this Quarterly Report on Form 10-Q to “we,” “us,” “our,” “the Company,” and similar terms refer to Azenta, Inc. and its consolidated subsidiaries.
TRADEMARKS, TRADE NAMES AND SERVICE MARKS
This Quarterly Report on Form 10-Q includes our trademarks, trade names and service marks, which are our property and are protected under applicable intellectual property laws. Solely for convenience, trademarks, trade names and service marks may appear in this Quarterly Report on Form 10-Q without the ®, TM and SM symbols, but such references are not intended to indicate, in any way, that we or the applicable owner forgo or will not assert, to the fullest extent permitted under applicable law, our rights or the rights of any applicable licensors to these trademarks, trade names and service marks. We do not intend our use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply a relationship with, or endorsement or sponsorship of us by, these other parties.
INDUSTRY AND OTHER DATA
Unless otherwise indicated, information contained in this Quarterly Report on Form 10-Q concerning our industry and the markets in which we operate, including our general expectations, market position and market opportunity, is based on management’s estimates and research, as well as industry and general publications and research, surveys and studies conducted by third parties. We believe the information from these third-party publications, research, surveys and studies included in this Quarterly Report on Form 10-Q is reliable. Management’s estimates are derived from publicly available information, their knowledge of our industry and their assumptions based on such information and knowledge, which we believe to be reasonable. This data involves assumptions and limitations which are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the 2025 Annual Report on Form 10-K and those described in this Quarterly Report on Form 10-Q under “Information Related to Forward-Looking Statements” above and Part II, Item 1A “Risk Factors” below, as updated and/or supplemented in subsequent filings with the SEC. These and other factors could cause our future performance to differ materially from our assumptions and estimates.
3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
AZENTA, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
(In thousands, except share and per share data)
| June 30, 2026 | September 30, 2025 | ||||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Short-term marketable securities | |||||||||||
Accounts receivable, net of allowance for expected credit losses ($ | |||||||||||
| Inventories | |||||||||||
| Short-term restricted cash | |||||||||||
| Refundable income taxes | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Current assets held for sale | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Long-term marketable securities | |||||||||||
| Long-term deferred tax assets | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Long-term income taxes receivable | |||||||||||
| Other assets | |||||||||||
| Noncurrent assets held for sale | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and stockholders' equity | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Deferred revenue | |||||||||||
| Derivative liability | |||||||||||
| Accrued warranty and retrofit costs | |||||||||||
| Accrued compensation and benefits | |||||||||||
| Customer deposits | |||||||||||
| Accrued income taxes payable | |||||||||||
| Deposit received for the sale of B Medical Systems business | |||||||||||
| Accrued expenses and other current liabilities | |||||||||||
| Current liabilities held for sale | |||||||||||
| Total current liabilities | |||||||||||
| Long-term deferred tax liabilities | |||||||||||
| Long-term operating lease liabilities | |||||||||||
| Other long-term liabilities | |||||||||||
| Noncurrent liabilities held for sale | |||||||||||
| Total liabilities | |||||||||||
| Stockholders' equity | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
Treasury stock, at cost - | ( | ( | |||||||||
| Retained earnings | |||||||||||
| Total stockholders' equity | |||||||||||
| Total liabilities and stockholders' equity | $ | $ | |||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
AZENTA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(In thousands, except per share data)
| Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenue | |||||||||||||||||||||||
| Products | $ | $ | $ | $ | |||||||||||||||||||
| Services | |||||||||||||||||||||||
| Total revenue | |||||||||||||||||||||||
| Cost of revenue | |||||||||||||||||||||||
| Products | |||||||||||||||||||||||
| Services | |||||||||||||||||||||||
| Total cost of revenue | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
| Impairment of goodwill and intangible assets | |||||||||||||||||||||||
| Restructuring charges | |||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||
| Operating loss | ( | ( | ( | ( | |||||||||||||||||||
| Other income (expense) | |||||||||||||||||||||||
| Interest income, net | |||||||||||||||||||||||
| Other income (expense), net | ( | ||||||||||||||||||||||
| Income (loss) from continuing operations before income taxes | ( | ( | |||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Loss from continuing operations | ( | ( | ( | ( | |||||||||||||||||||
| Income (loss) from discontinued operations, net of tax | ( | ( | ( | ||||||||||||||||||||
| Net income (loss) | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Basic net income (loss) per share: | |||||||||||||||||||||||
| Loss from continuing operations | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Income (loss) from discontinued operations, net of tax | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Basic net income (loss) per share | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Diluted net income (loss) per share: | |||||||||||||||||||||||
| Loss from continuing operations | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Income (loss) from discontinued operations, net of tax | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Diluted net income (loss) per share | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Weighted average shares used in computing net income (loss) per share: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
AZENTA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(unaudited)
(In thousands)
| Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income (loss) | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Other comprehensive income (loss), net of tax | |||||||||||||||||||||||
Net investment hedge currency translation adjustment, net of tax effects of $ | ( | ( | |||||||||||||||||||||
| Foreign currency translation adjustments | ( | ( | |||||||||||||||||||||
Changes in unrealized losses on marketable securities, net of tax effects of $ | ( | ( | ( | ||||||||||||||||||||
Actuarial loss on pension plans, net of tax effects of $ | ( | ( | ( | ( | |||||||||||||||||||
| Total other comprehensive income (loss), net of tax | ( | ( | ( | ||||||||||||||||||||
| Comprehensive income (loss) | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
6
AZENTA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(In thousands)
| Nine Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
| Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Impairment of goodwill and intangible assets | |||||||||||
| Non-cash gain from settlement of preexisting contractual relationship | ( | ||||||||||
| Loss on assets held for sale | |||||||||||
| Inventory write-downs and other non-cash items | |||||||||||
| Stock-based compensation | |||||||||||
| Amortization and accretion on marketable securities | ( | ( | |||||||||
| Deferred income taxes | ( | ( | |||||||||
| Loss on disposals of property, plant and equipment | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | |||||||||||
| Inventories | ( | ( | |||||||||
| Accounts payable | ( | ( | |||||||||
| Deferred revenue | |||||||||||
| Accrued warranty and retrofit costs | |||||||||||
| Accrued compensation and tax withholdings | ( | ||||||||||
| Accrued restructuring costs | ( | ||||||||||
| Other assets and liabilities | ( | ||||||||||
| Net cash provided by operating activities | |||||||||||
| Cash flows from investing activities | |||||||||||
| Purchases of property, plant and equipment | ( | ( | |||||||||
| Purchases of marketable securities | ( | ( | |||||||||
| Sales and maturities of marketable securities | |||||||||||
| Acquisition of UK Biocentre, net of cash acquired | ( | ||||||||||
| Proceeds from other investment | |||||||||||
| Net investment hedge settlement | |||||||||||
| Deposit received for the sale of B Medical Systems business | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities | |||||||||||
| Proceeds from issuance of common stock | |||||||||||
| Payments of finance leases | ( | ( | |||||||||
| Withholding tax payments on net share settlements on equity awards | ( | ||||||||||
| Excise tax payment for settled share repurchases | ( | ||||||||||
| Share repurchases | ( | ||||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Effects of exchange rate changes on cash, cash equivalents and restricted cash | ( | ||||||||||
| Net decrease in cash, cash equivalents and restricted cash | ( | ( | |||||||||
| Cash, cash equivalents and restricted cash, beginning of period | |||||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | $ | |||||||||
| Supplemental disclosures: | |||||||||||
| Cash paid for income taxes, net | $ | $ | |||||||||
| Purchases of property, plant and equipment included in accounts payable and accrued expenses | $ | $ | |||||||||
7
| Reconciliation of cash, cash equivalents and restricted cash of the condensed consolidated balance sheets | |||||||||||
| June 30, 2026 | September 30, 2025 | ||||||||||
| Cash and cash equivalents of continuing operations | $ | $ | |||||||||
| Cash included in current assets held for sale | |||||||||||
| Short-term restricted cash | |||||||||||
| Long-term restricted cash included in other assets | |||||||||||
| Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows | $ | $ | |||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
8
AZENTA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(unaudited)
(In thousands, except share data)
| Common Stock Shares | Common Stock at Par Value | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings | Treasury Stock | Total Equity | |||||||||||||||||||||||||||||||||||||||||
| Balance March 31, 2026 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Shares issued under restricted stock and purchase plans, net of shares withheld for employee taxes | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||
| Share repurchases | ( | ( | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||
| Retirement of treasury shares | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Net investment hedge currency translation adjustment, net of tax | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Changes in unrealized losses on marketable securities, net of tax | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Actuarial loss on pension plans, net of tax | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Balance June 30, 2026 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Balance March 31, 2025 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Shares issued under restricted stock and purchase plans, net of shares withheld for employee taxes | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Net investment hedge currency translation adjustment, net of tax | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Changes in unrealized losses on marketable securities, net of tax | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Actuarial loss on pension plans, net of tax | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Balance June 30, 2025 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
9
| Common Stock Shares | Common Stock at Par Value | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings | Treasury Stock | Total Equity | |||||||||||||||||||||||||||||||||||||||||
| Balance September 30, 2025 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Shares issued under restricted stock and purchase plans, net of shares withheld for employee taxes | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Share repurchases | ( | ( | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||
| Retirement of treasury shares | — | — | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Net investment hedge currency translation adjustment, net of tax | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Changes in unrealized losses on marketable securities, net of tax | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Actuarial loss on pension plans, net of tax | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Balance June 30, 2026 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Balance September 30, 2024 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Shares issued under restricted stock and purchase plans, net of shares withheld for employee taxes | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Net investment hedge currency translation adjustment, net of tax | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Changes in unrealized losses on marketable securities, net of tax | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Actuarial loss on pension plans, net of tax | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Balance June 30, 2025 | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
10
AZENTA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
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 in 2011, 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 the first quarter of fiscal year 2025, 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 operated as a separate business unit within the Company. The B Medical Systems business 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 (as amended, the “Share Purchase Agreement”) with Thelema S.À R.L. (“Thelema”) for the sale of the B Medical Systems business. On July 1, 2026, the Company completed the sale of the B Medical Systems business to Thelema (the “B Medical Transaction”) for $63.0 million, consisting of $28.0 million cash paid to the Company prior to closing and $35.0 million funded through a Vendor Loan Agreement (the “Vendor Loan Agreement”) between a wholly-owned subsidiary of the Company and Thelema described in Note 3, Discontinued Operations.
The Company determined that the B Medical Systems business met the “held for sale” criteria and “discontinued operations” criteria in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 205, Presentation of Financial Statements (“FASB ASC 205”) as of November 12, 2024. Results related to the B Medical Systems business are included within discontinued operations. Please refer to Note 3, Discontinued Operations for 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 ASC 205. 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 July 2019 sale of its semiconductor cryogenics business to Edwards Vacuum LLC, a member of the Atlas Copco Group. Based on recent developments and the current status of the matter, the Company reduced the accrued liability for the loss contingency by $1.8 million during the three months ended June 30, 2026 and had an accrued liability of $0.3 million as of June 30, 2026. For additional information, see Note 3, Discontinued Operations.
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.
11
The accompanying year-end balance sheet as of September 30, 2025 was derived from audited, consolidated financial statements but does not 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 Form 10-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 Form 10-K”).
Revisions to Previously Issued Financial Statements
As previously disclosed in the 2025 Annual Report on Form 10-K, in connection with the preparation of its fiscal year 2025 consolidated financial statements, the Company identified errors in its consolidated financial statements for the years ended September 30, 2024 and 2023, as well as for interim periods within those years and the first three quarters and year-to-date periods within fiscal year 2025. 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 fiscal 2024, 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 fiscal 2025 is included in Note 20, 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, Item 8 of the 2025 Annual Report on Form 10-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 ASC 250. Based on its assessment, the Company determined that the errors were not material to any previously issued financial statements.
The following table summarizes the impact of the revisions in the Condensed Consolidated Statement of Operations for the interim periods ended June 30, 2025 (in thousands, except per share data):
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| Three months ended June 30, 2025 | |||||||||||||||||
| (unaudited) | As Previously Reported | Adjustments | As Revised | ||||||||||||||
| Revenue | |||||||||||||||||
| Services | $ | $ | ( | $ | |||||||||||||
| Total revenue | ( | ||||||||||||||||
| Cost of revenue | |||||||||||||||||
| Products | ( | ||||||||||||||||
| Services | |||||||||||||||||
| Total cost of revenue | |||||||||||||||||
| Gross profit | ( | ||||||||||||||||
| Operating expenses | |||||||||||||||||
| Research and development | |||||||||||||||||
| Selling, general and administrative | ( | ||||||||||||||||
| Total operating expenses | ( | ||||||||||||||||
| Operating loss | ( | ( | ( | ||||||||||||||
| Income from continuing operations before income taxes | ( | ||||||||||||||||
| Income tax expense | ( | ||||||||||||||||
| Income (loss) from continuing operations | ( | ( | |||||||||||||||
| Loss from discontinued operations, net of tax | ( | ( | |||||||||||||||
| Net loss | $ | ( | $ | $ | ( | ||||||||||||
| Basic net loss per share: | |||||||||||||||||
| Income (loss) from continuing operations | $ | $ | ( | $ | ( | ||||||||||||
| Loss from discontinued operations, net of tax | ( | ( | |||||||||||||||
| Basic net loss per share | $ | ( | $ | $ | ( | ||||||||||||
| Diluted net loss per share: | |||||||||||||||||
| Income (loss) from continuing operations | $ | $ | ( | $ | ( | ||||||||||||
| Loss from discontinued operations, net of tax | ( | ( | |||||||||||||||
| Diluted net loss per share | $ | ( | $ | $ | ( | ||||||||||||
| Weighted average shares used in computing net income (loss) per share: | |||||||||||||||||
| Basic | |||||||||||||||||
| Diluted | |||||||||||||||||
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| Nine months ended June 30, 2025 | |||||||||||||||||
| (unaudited) | As Previously Reported | Adjustments | As Revised | ||||||||||||||
| Revenue | |||||||||||||||||
| Services | $ | $ | ( | $ | |||||||||||||
| Total revenue | ( | ||||||||||||||||
| Cost of revenue | |||||||||||||||||
| Products | |||||||||||||||||
| Services | |||||||||||||||||
| Total cost of revenue | |||||||||||||||||
| Gross profit | ( | ||||||||||||||||
| Operating expenses | |||||||||||||||||
| Research and development | |||||||||||||||||
| Selling, general and administrative | ( | ||||||||||||||||
| Total operating expenses | ( | ||||||||||||||||
| Operating loss | ( | ( | ( | ||||||||||||||
| Loss from continuing operations before income taxes | ( | ( | ( | ||||||||||||||
| Income tax expense | ( | ||||||||||||||||
| Loss from continuing operations | ( | ( | ( | ||||||||||||||
| Loss from discontinued operations, net of tax | ( | ( | |||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | |||||||||||
| Basic net loss per share: | |||||||||||||||||
| Loss from continuing operations | $ | ( | $ | $ | ( | ||||||||||||
| Loss from discontinued operations, net of tax | $ | ( | $ | $ | ( | ||||||||||||
| Basic net loss per share | $ | ( | $ | $ | ( | ||||||||||||
| Diluted net loss per share: | |||||||||||||||||
| Loss from continuing operations | $ | ( | $ | $ | ( | ||||||||||||
| Loss from discontinued operations, net of tax | $ | ( | $ | $ | ( | ||||||||||||
| Diluted net loss per share | $ | ( | $ | $ | ( | ||||||||||||
| Weighted average shares used in computing net income (loss) per share: | |||||||||||||||||
| Basic | |||||||||||||||||
| Diluted | |||||||||||||||||
The following table summarizes the impact of the revisions in the Condensed Consolidated Statement of Comprehensive Income (Loss) for the interim periods ended June 30, 2025 (in thousands):
| Three months ended June 30, 2025 | |||||||||||||||||
| (unaudited) | As Previously Reported | Adjustments | As Revised | ||||||||||||||
| Net loss | $ | ( | $ | $ | ( | ||||||||||||
| Other comprehensive income (loss), net of tax: | |||||||||||||||||
| Foreign currency translation adjustments | ( | ||||||||||||||||
| Total other comprehensive income (loss), net of tax | ( | ||||||||||||||||
| Comprehensive income (loss) | $ | ( | $ | $ | ( | ||||||||||||
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| Nine months ended June 30, 2025 | |||||||||||||||||
| (unaudited) | As Previously Reported | Adjustments | As Revised | ||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | |||||||||||
| Other comprehensive income (loss), net of tax: | |||||||||||||||||
| Foreign currency translation adjustments | ( | ||||||||||||||||
| Total other comprehensive income (loss), net of tax | ( | ( | ( | ||||||||||||||
| Comprehensive income (loss) | $ | ( | $ | ( | $ | ( | |||||||||||
The impact of the revisions on the Condensed Consolidated Statements of Stockholders’ Equity for the three- and nine-month interim periods ended June 30, 2025 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 June 30, 2025 (in thousands):
| Nine months ended June 30, 2025 | |||||||||||||||||
| As Previously Reported | Adjustments | As Revised | |||||||||||||||
| Cash flows from operating activities | |||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | |||||||||||
| Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||||||||||||
| Loss on assets held for sale | ( | ||||||||||||||||
| Stock-based compensation | |||||||||||||||||
| Deferred income taxes | ( | ( | ( | ||||||||||||||
| Changes in operating assets and liabilities: | |||||||||||||||||
| Inventories | ( | ( | |||||||||||||||
| Accounts Payable | ( | ( | |||||||||||||||
| Accrued compensation and tax withholdings | |||||||||||||||||
| Other assets and liabilities | ( | ( | ( | ||||||||||||||
| Net cash provided by operating activities | $ | $ | $ | ||||||||||||||
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 may undertake 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, contingent consideration, 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
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Recently Issued Accounting Pronouncements
In December 2023, the FASB issued Accounting Standards Update (“ASU”), 2023-09, Income Taxes (Topic 740): 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. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 on 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 will not have an impact on its financial position or results of operations.
In November 2024, the FASB issued ASU 2024-03, 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 ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures, to clarify the effective date of ASU 2024-03. ASU 2025-01 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 ASU 2025-06, 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 adoption of this ASU on its consolidated financial statements.
Other
For further information regarding the Company’s significant accounting policies, please refer to Note 2, 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, Item 8 of the 2025 Annual Report on Form 10-K. There were no material changes to the Company’s critical accounting policies during the nine months ended June 30, 2026.
3. Discontinued Operations
Disposition of B Medical Systems Business
On December 23, 2025, the Company entered into the Share Purchase Agreement with Thelema for the sale of the B Medical Systems business. On July 1, 2026, the Company completed the B Medical Transaction for $63.0 million, consisting of $28.0 million cash paid to the Company prior to closing and $35.0 million funded through the Vendor Loan Agreement described below.
Thelema is a private limited liability company incorporated under the laws of Luxembourg. Thelema deposited $9.0 million with the Company upon entering into the Share Purchase Agreement in December 2025 and subsequently made an advance payment of $19.0 million on June 30, 2026. The aggregate amount of $28.0 million was recorded in the Condensed Consolidated Balance Sheets as “Cash and cash equivalents” and “Deposit received for the sale of B Medical Systems business” as of June 30, 2026. The $9.0 million deposit had previously been recorded within the Condensed Consolidated Balance Sheets “Accrued expenses and other current liabilities” as of December 31, 2025 and March 31, 2026.
The Vendor Loan Agreement was entered into on July 1, 2026 to support and facilitate the completion of the B Medical Transaction through a $35.0 million secured term loan from the Company’s wholly-owned subsidiary, Azenta Germany GmbH, to Thelema. The loan bears interest at a rate of 6.0 % per annum, with accrued interest payable in full at maturity, and matures three months following the funding date, which occurred on July 1, 2026. The loan is required to be repaid in full at maturity and may be prepaid, in whole or in part, at any time without premium or penalty subject to (5) business days’ prior notice (or such shorter period as the parties may agree). The obligations of Thelema under the Vendor Loan Agreement are secured by a first-priority pledge over 100 % of the equity interests of B Medical Systems S.à r.l. in
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favor of Azenta Germany GmbH pursuant to a Share Pledge Agreement (the “Share Pledge Agreement”) entered into on July 1, 2026.
The Vendor Loan Agreement includes customary covenants restricting Thelema’s ability to incur additional indebtedness, make distributions, or otherwise dispose of assets, subject to exceptions, including the incurrence of acquisition financing. The Company has agreed to cooperate with Thelema and prospective third-party lenders in connection with any such acquisition financing or refinancing of the loan, including by entering into customary intercreditor, subordination or priorities arrangements and by releasing the pledge upon repayment of the loan in full. As a result, the first-priority pledge may be subordinated to, or released in connection with, acquisition or refinancing indebtedness subsequently incurred by Thelema.
The B Medical Transaction, the Vendor Loan Agreement and the Share Pledge Agreement are with a related party, an individual who served as a Vice President of the Company and Chief Executive Officer of the B Medical Systems business through the closing of the transaction, is Thelema’s majority owner. The Company’s former Vice President did not participate on behalf of the Company in the review, negotiation or approval of these arrangements, which were reviewed and approved by the Audit Committee of the Company’s Board of Directors in accordance with the Company’s policies and procedures governing related-person transactions. Additionally, the terms of the Share Purchase Agreement were negotiated through a competitive auction process.
The Company measured the B Medical Systems business at the lower of carrying value or fair value less cost to sell at each reporting period. During the three months ended June 30, 2026, the Company recognized a $6.5 million partial reversal of the previously recorded held for sale valuation allowance, primarily because the carrying value of the B Medical Systems business decreased during the period. The reversal did not exceed the cumulative loss previously recognized on assets held for sale. During the nine months ended June 30, 2026, the Company recorded $9.5 million of loss on assets held for sale based on the purchase price pursuant to the Share Purchase Agreement less estimated costs to sell and the change in the carrying value of the business between December 23, 2025 and June 30, 2026. The gain (loss) on assets held for sale is included in “Income (loss) from discontinued operations, net of tax” on the Condensed Consolidated Statements of Operations for the three and nine months ended June 30, 2026 and is included as a valuation allowance or contra-asset account within “Noncurrent assets held for sale” on the Condensed Consolidated Balance Sheet as of June 30, 2026.
The Company’s post-closing involvement with B Medical Systems business through the Vendor Loan and the Share Pledge Agreements is limited to creditor rights and collateral protection and does not provide the Company with control over the ongoing operations of B Medical Systems business. Based on assessments under both the voting interest entity and variable interest entity models, the Company concluded that deconsolidation of B Medical Systems business was appropriate effective July 1, 2026. The Company also evaluated the fair value of the $35.0 million secured term loan under the Vendor Loan Agreement and concluded that the principal amount thereof approximated fair value of the loan as of the closing date, considering the contractual terms of the loan, the expected repayment period, borrower credit risk, and the estimated value of the underlying collateral. Based on information available, the Company does not currently expect to recognize a material additional loss on the assets held for sale in the fourth quarter of fiscal year 2026.
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| Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenue | |||||||||||||||||||||||
| Products | $ | $ | $ | $ | |||||||||||||||||||
| Services | |||||||||||||||||||||||
| Total revenue | |||||||||||||||||||||||
| Cost of revenue | |||||||||||||||||||||||
| Products | |||||||||||||||||||||||
| Services | |||||||||||||||||||||||
| Total cost of revenue | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Research and development | |||||||||||||||||||||||
| Selling, general and administrative | |||||||||||||||||||||||
| (Gain) loss on assets held for sale | ( | ||||||||||||||||||||||
| Restructuring charges | |||||||||||||||||||||||
| Total operating (income) expenses | ( | ||||||||||||||||||||||
| Operating income (loss) | ( | ( | ( | ||||||||||||||||||||
| Interest income (expense), net | ( | ( | |||||||||||||||||||||
| Other income (expense), net | ( | ( | |||||||||||||||||||||
| Income (loss) before income taxes | ( | ( | ( | ||||||||||||||||||||
| Income tax expense (benefit) | ( | ( | ( | ||||||||||||||||||||
| Income (loss) from discontinued operations, net of tax | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
The following table presents the significant non-cash items and capital expenditures with respect to the B Medical Systems business that are included in the Condensed Consolidated Statements of Cash Flows (in thousands):
| Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | |||||||||||||||||||
| Capital expenditures | |||||||||||||||||||||||
| (Gain) loss on assets held for sale | ( | ||||||||||||||||||||||
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The carrying value of the assets and liabilities of the discontinued operations with respect to the B Medical Systems business reflected as “held for sale” on the Condensed Consolidated Balance Sheets as of June 30, 2026 and September 30, 2025 was as follows (in thousands):
| June 30, 2026 | September 30, 2025 | ||||||||||
| Assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Current assets held for sale | $ | $ | |||||||||
| Property, plant and equipment, net | $ | $ | |||||||||
| Intangibles, net | |||||||||||
| Other assets | |||||||||||
| Valuation allowance | ( | ( | |||||||||
| Noncurrent assets held for sale | $ | $ | |||||||||
| Liabilities | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Deferred revenue | |||||||||||
| Accrued warranty and retrofit costs | |||||||||||
| Accrued compensation and benefits | |||||||||||
| Accrued income taxes | |||||||||||
| Accrued expenses and other current liabilities | |||||||||||
| Current liabilities held for sale | $ | $ | |||||||||
| Long-term deferred tax liabilities | |||||||||||
| Long-term operating lease liabilities | |||||||||||
| Other long-term liabilities | |||||||||||
| Noncurrent liabilities held for sale | $ | $ | |||||||||
Disposition of Semiconductor Business
On February 1, 2022, the Company completed the sale of the semiconductor automation business for $2.9 billion in cash to Thomas H. Lee Partners, L.P. On July 1, 2019, the Company completed the sale of the semiconductor cryogenics business for $659.8 million to Edwards Vacuum LLC (a member of the Atlas Copco Group) (“Edwards”). Both the semiconductor automation business and the semiconductor cryogenics business are considered discontinued operations. In the third quarter of fiscal year 2020, Edwards asserted claims for indemnification under the definitive agreement relating to alleged breaches of representations and warranties relating to customer warranty claims and inventory (the “2020 Claim”). In addition, in January 2023, Edwards filed a lawsuit against the Company in the Supreme Court of the State of New York in the County of New York seeking indemnification from the Company under such definitive agreement for $1.0 million and other related damages, including interest and attorney’s fees, arising from a third-party claim that was included as part of their initial claims (the “2023 Claim”).
In April 2023, the Company responded to and filed a counterclaim against Edwards for the 2023 Claim alleging breach of the definitive agreements by Edwards and seeking a declaratory judgment. During the third quarter of fiscal year 2023, the Company and Edwards entered into a settlement agreement related to the 2023 Claim to avoid the costs and uncertainties of potential litigation. Under the settlement agreement, the Company paid Edwards $0.8 million from one of the indemnification escrows established at closing of the sale in return for the release of the 2023 Claim and the release to
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the Company of $1.0 million from a separate indemnification escrow. The Company accrued a liability of $2.5 million for the 2020 Claim and 2023 Claim of which $0.8 million was paid during the third quarter of fiscal year 2023. The Company accrued an additional liability of $0.4 million for the 2020 Claim during the three months ended March 31, 2025 resulting in a total accrual of $2.1 million as of September 30, 2025.
The Company had been informed that Edwards sought recovery for the 2020 Claim from the representation and warranty insurance Edwards obtained in connection with the closing of the sale of the semiconductor cryogenics business. During the first quarter of fiscal year 2025, the Company was further informed that Edwards agreed to a payment under such insurance for claimed amounts more than the applicable indemnification deductibles established under the definitive agreement, but less than the total of claimed amounts submitted for recovery.
On September 12, 2025, Edwards filed a lawsuit against the Company in the Supreme Court of the State of New York in the County of New York seeking indemnification from the Company under such definitive agreement seeking more than $13.0 million, including attorney’s fees, arising from alleged breaches of representations and warranties relating to financial information provided by the Company in connection with the 2019 transaction (the “2025 Claim”). On October 21, 2025, the Company filed a motion to dismiss the 2025 Claim on the basis that all claims asserted in that action are time-barred.
On July 7, 2026, subsequent to the end of the quarter, the Supreme Court of the State of New York, Commercial Division, granted the Company’s motion to dismiss Edwards Vacuum LLC’s lawsuit (filed September 12, 2025) in its entirety, dismissing both of Edwards Vacuum LLC’s causes of action on statute of limitations grounds, and denied Edwards Vacuum LLC’s request for leave to amend its complaint. The court directed that the action be marked as disposed. Based on the nature of the court’s ruling, the Company believes that the dismissal is unlikely to be appealed or, if appealed, to be reversed. The statute of limitations defense underlying the dismissal existed as of June 30, 2026 and the ruling therefore provides additional evidence about conditions that existed at the balance sheet date. Accordingly, in accordance with ASC 855, Subsequent Events, the Company recognized the effect of the ruling in these condensed consolidated financial statements and reduced its accrual for the loss contingency by $1.8 million to $0.3 million as of June 30, 2026 which represents incurred and unpaid legal fees related to this matter. While Edwards Vacuum LLC may seek to appeal the dismissal and the ultimate outcome of any appeal cannot be assured, the Company does not currently believe that the resolution of this matter will have a material adverse effect on its consolidated financial position or results of operations.
4. Business Combination
On March 4, 2026, the Company acquired UK Biocentre Limited (“UK Biocentre”), for a purchase price of approximately $27.5 million, net of cash acquired, including the $2.5 million estimated fair value of contingent consideration as of the acquisition date. UK Biocentre is a provider of sample management, sample storage and high-throughput sample processing services in the United Kingdom. The Company paid a total cash purchase price of $11.2 million, as adjusted for cash acquired.
Components of the purchase price as set forth below (in thousands):
| Purchase Price | Fair Value | ||||
| Cash paid at closing | $ | ||||
| Transaction bonus paid | |||||
| Transaction expense paid | |||||
| Preexisting contractual liability settlement | |||||
| Contingent consideration | |||||
| $ | |||||
UK Biocentre cash balance at closing | $ | ||||
| Purchase price, net of cash acquired | $ | ||||
| Cash paid, net of cash acquired | $ | ||||
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The Company had a preexisting contractual relationship with UK Biocentre which was settled as part of the business combination. As a result, the Company recognized $3.9 million of non-cash gain from the settlement during the quarter ended March 31, 2026, which is included in “Other income, net” on the Condensed Consolidated Statements of Operations for the nine months ended June 30, 2026. The settlement of a $13.8 million payable to the Company under this preexisting contractual relationship is included in the $27.5 million purchase price.
UK Biocentre is eligible to receive a contingent cash payment of $2.5 million if and when a UK Biocentre contract with one of its key customers is renewed no later than September 28, 2028. Based on a long-term partnership and the customer’s reliance on specialized services provided by UK Biocentre, the Company determined that the contract renewal is highly probable. Pursuant to ASC 805, Business Combinations (“ASC 805”), the Company estimated the fair value of the contingent consideration to equal the $2.5 million payment amount and recorded a $2.5 million liability within “Accrued expenses and other current liabilities” on the Condensed Consolidated Balance Sheets as of June 30, 2026. The Company remeasures this liability at fair value on a quarterly basis, with any resulting changes in fair value recognized in “Operating expenses” in the Company’s Consolidated Statements of Operations. As there were no changes in the assumptions underlying the fair value measurement during the three months ended June 30, 2026, no adjustment to the carrying value of the liability was recorded. The fair value measurement of the contingent consideration was based on significant inputs not observable in the market and classified within Level 3 of the fair value hierarchy described further in Note 2, 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, Item 8 of the 2025 Annual Report on Form 10-K and in Note 13, Fair Value Measurements below.
The purchase price was allocated to UK Biocentre’s tangible and identifiable intangible assets acquired and liabilities assumed based on the estimated fair values as of March 4, 2026, as set forth below (in thousands):
| Purchase Price Allocation | Fair Value | ||||
| Accounts Receivable | $ | ||||
| Inventory | |||||
| Other assets | |||||
| Operating lease right-of-use assets | |||||
| Property and Equipment | |||||
| Identifiable Intangible Assets: | |||||
| Trademarks | |||||
| Accounts Payable | ( | ||||
| Accruals | ( | ||||
| Operating lease liabilities | ( | ||||
| Goodwill | |||||
| Total purchase price, net of cash acquired | $ | ||||
During the three months ended June 30, 2026, the purchase price, net of cash acquired, remained unchanged. The Company recorded a measurement period adjustment to its preliminary purchase price allocation upon obtaining additional information, resulting in a $4.0 million increase to operating lease right-of-use assets and a corresponding decrease to goodwill.
In performing the purchase price allocation, the Company considered, among other factors, the intended future use of acquired assets, and historical financial performance and estimates of future performance of UK Biocentre’s business. The allocation of the purchase price is preliminary as the Company continues to gather information supporting the acquired assets and liabilities. As part of the purchase price allocations, the Company determined the identifiable intangible assets were trademarks. The fair value of the intangible asset was estimated using the income approach, specifically the relief from royalty method for trademarks. The cash flows used in this estimate were based on estimates used to price the transaction, and the discount rate applied was benchmarked to the implied rate of return from the transaction and the weighted average cost of capital. The estimated useful life of trademarks is 7 years. The intangible assets acquired are expected to be amortized over the estimated useful life that approximates the pattern in which the economic benefits are expected to be realized. The calculation of the excess of the purchase price over the estimated fair value of the tangible net assets and intangible assets acquired was recorded to goodwill. The goodwill recorded in connection with the transaction largely reflects the expansion of Sample Repository Services in Europe. The goodwill is not expected to be deductible for income tax purposes.
21
5. Marketable Securities
The Company had sales and maturities of marketable securities of $29.0 million and $57.9 million in the three months ended June 30, 2026 and 2025, respectively. The Company had sales and maturities of marketable securities of $295.5 million and $242.5 million in the nine months ended June 30, 2026 and 2025, respectively. There were immaterial realized gains or losses in each of the three and nine months ended June 30, 2026 and 2025 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 June 30, 2026 and September 30, 2025 (in thousands):
| Amortized Cost | Gross Unrealized Losses | Gross Unrealized Gains | Fair Value | ||||||||||||||||||||
| June 30, 2026: | |||||||||||||||||||||||
| U.S. Treasury securities and obligations of U.S. government agencies | $ | $ | ( | $ | $ | ||||||||||||||||||
| Bank certificates of deposit | ( | ||||||||||||||||||||||
| Corporate securities | ( | ||||||||||||||||||||||
| Municipal securities | ( | ||||||||||||||||||||||
| $ | $ | ( | $ | $ | |||||||||||||||||||
| September 30, 2025: | |||||||||||||||||||||||
| U.S. Treasury securities and obligations of U.S. government agencies | $ | $ | ( | $ | $ | ||||||||||||||||||
| Bank certificates of deposit | |||||||||||||||||||||||
| Corporate securities | |||||||||||||||||||||||
| Municipal securities | |||||||||||||||||||||||
| $ | $ | ( | $ | $ | |||||||||||||||||||
The amortized cost and fair value of the marketable securities by contractual maturities as of June 30, 2026 are presented below (in thousands):
| Amortized Cost | Fair Value | ||||||||||
| Due in one year or less | $ | $ | |||||||||
| Due after one year through five years | |||||||||||
| Due after ten years | |||||||||||
| Total marketable securities | $ | $ | |||||||||
Expected maturities could differ from contractual maturities because the security issuers may have the right to prepay obligations without prepayment penalties.
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6. 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 the three and nine months ended June 30, 2026 and 2025 (in thousands):
| Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Realized gains (losses) on derivatives not designated as hedging instruments | $ | $ | ( | $ | $ | ( | |||||||||||||||||
The notional amounts of the Company’s derivative instruments as of June 30, 2026 and September 30, 2025 were as follows (in thousands):
| Hedge Designation | June 30, 2026 | September 30, 2025 | ||||||||||||
| Cross-currency swap | Net Investment Hedge | $ | $ | |||||||||||
| Foreign exchange contracts | Undesignated | |||||||||||||
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 Level 2 of the fair value hierarchy described further in Note 2, 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, Item 8 of the 2025 Annual Report on Form 10-K and in Note 13, Fair Value Measurements below due to a lack of an active market for these contracts.
Hedging Activities
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 against one 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 against one of its Euro denominated subsidiaries. The maturity date of the agreement was extended from February 2, 2026 to February 2, 2028 with a weighted average interest rate of 0.6 %.
The unrealized losses of the cross-currency swaps were $28.4 million and $33.4 million and are recorded within a “Derivative liability” as of June 30, 2026 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 Level 2 of the fair value hierarchy described in Note 2, 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, Item 8 of the 2025 Annual Report on Form 10-K and in Note 13, Fair Value Measurements below.
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Interest earned on the cross-currency swaps is recorded within “Interest income, net” in the Condensed Consolidated Statements of Operations. For the three months ended June 30, 2026 and 2025, the Company recorded interest income of $0.4 million and $1.2 million, respectively, on these instruments. For the nine months ended June 30, 2026 and 2025, the Company recorded interest income of $2.1 million and $2.2 million, respectively, on these instruments.
7. Goodwill and Intangible Assets
The Company conducts an impairment assessment annually on April 1, or more frequently if impairment indicators are present. During the second quarter of fiscal year 2026, the Company assessed several events and circumstances that could affect the significant inputs used to determine the fair value of its reporting units, including updates to forecasted cash flows, increased uncertainty in the macroeconomic and geopolitical environment, and a sustained decline in its stock price. The Company concluded it was more likely than not the fair value of each of the SMS and Multiomics reporting units was less than their respective carrying amounts due to the combined impact of declining stock price and revised forecasts. As a result, the Company completed a quantitative goodwill impairment test for each of its reporting units in accordance with ASC 350, Intangibles – Goodwill (“ASC 350”) as of March 31, 2026.
For the quantitative goodwill impairment analysis performed, the Company compared the estimated fair values of each of its reporting units to their respective carrying amounts. The estimated fair value for each reporting unit was derived using the income approach and the market approach, weighted at 50
Based on the results of the Company’s quantitative goodwill impairment analysis as of March 31, 2026, the carrying amounts of its Multiomics and SMS reporting units exceeded their respective fair values, resulting in non-cash impairment charges of $112.4 million for Multiomics and $36.6 million for SMS. The total goodwill impairment charge of $149.1 million was recorded during the quarter ended March 31, 2026, which is included within “Impairment of goodwill and intangible assets” on the Condensed Consolidated Statements of Operations for the nine months ended June 30, 2026.
Prior to the quantitative goodwill impairment test, the Company tested the recoverability of long-lived assets and other assets of the SMS and Multiomics reporting units and concluded that such assets were not impaired as of March 31, 2026.
On April 1, 2026, the Company completed its annual goodwill impairment test for the SMS and Multiomics reporting units. In light of the quantitative tests performed as of March 31, 2026 and after considering events and circumstances through the annual testing date, the Company performed qualitative assessments and concluded that it was not more likely than not that the fair value of either reporting unit was less than its carrying amount. Accordingly, no additional quantitative goodwill impairment test was required and no additional impairment loss was recognized as part of the annual test.
From April 1, 2026 through June 30, 2026, the Company evaluated whether any events or changes in circumstances occurred that would indicate the need to perform either a qualitative or quantitative assessment of goodwill impairment subsequent to the annual impairment testing date of April 1, 2026. In conducting this evaluation, the Company considered, among other factors, macroeconomic conditions, industry and market developments, overall financial performance, entity-specific events, and changes in its market capitalization and stock price. Based on these considerations, the Company did not identify any triggering events or significant adverse changes in its business, operations, financial performance, or outlook during the three months ended June 30, 2026. In addition, the Company’s market capitalization and stock price improved during the period. As such, the Company concluded that it was not more likely than not that the fair value of its each reporting unit was less than its carrying value as of June 30, 2026 and no goodwill impairment charges were recognized during the three months ended June 30, 2026.
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In the event the performance of any of the reporting units does not meet management expectations in the future, the Company experiences a prolonged macroeconomic or market downturn, or there are other negative revisions to key assumptions used in the analysis used to estimate fair value, the Company may be required to perform additional impairment analyses which could result in one or more additional impairment charges, any one of which could have a material and adverse effect on the Company’s financial position and results of operations.
The following table sets forth the changes in the carrying amount of goodwill by operating and reportable segment since September 30, 2025 (in thousands).
| Sample Management Solutions | Multiomics | Total | |||||||||||||||
| Balance - September 30, 2025 | $ | $ | $ | ||||||||||||||
| Acquisition of UK Biocentre | |||||||||||||||||
| Impairment | ( | ( | ( | ||||||||||||||
| Currency translation adjustments | ( | ( | |||||||||||||||
| Balance - June 30, 2026 | $ | $ | $ | ||||||||||||||
| Accumulated goodwill impairments, June 30, 2026 | $ | ( | $ | ( | $ | ( | |||||||||||
The components of the Company’s identifiable intangible assets as of June 30, 2026 and September 30, 2025 are as follows (in thousands):
| June 30, 2026 | September 30, 2025 | ||||||||||||||||||||||||||||||||||
| Cost | Accumulated Amortization | Net Book Value | Cost | Accumulated Amortization | Net Book Value | ||||||||||||||||||||||||||||||
| Patents | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Completed technology | |||||||||||||||||||||||||||||||||||
| Trademarks and trade names | |||||||||||||||||||||||||||||||||||
| Customer relationships | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Amortization expenses for intangible assets were $5.7 million and $6.2 million, respectively, for the three months ended June 30, 2026 and 2025. Amortization expenses for intangible assets were $16.8 million and $18.4 million, respectively, for the nine months ended June 30, 2026 and 2025.
Estimated future amortization expense for the intangible assets as of June 30, 2026 is as follows for the remainder of fiscal year 2026, the subsequent four fiscal years and thereafter (in thousands):
| Remainder of fiscal year 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total | $ | ||||
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8. Restructuring
2024 Restructuring Plan
In the second quarter of fiscal year 2024, 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 the three and nine months ended June 30, 2026 under these initiatives and expects to complete the activities included in these initiatives by the end of fiscal year 2026. The Company expects to identify additional actions as it further refines its plan, and impact of the related initiatives will be recorded in future periods when specified criteria are met, including but not limited to, communication of benefit arrangements or when the costs have been incurred. As of the date of issuance of the accompanying Condensed Consolidated Financial Statements, the Company has not identified restructuring actions related to these initiatives that will result in additional material charges.
The majority of the restructuring expenses associated with the initiatives described above for the three and nine months ended June 30, 2026 are severance costs. Of the total restructuring expenses for the three months ended June 30, 2026, $0.2 million related to the SMS segment, $0.1 million related to the Multiomics segment, and $0.2 million related to Corporate. Of the total restructuring expenses for the nine months ended June 30, 2026, $1.5 million related to the SMS segment, $1.4 million related to the Multiomics segment, $0.2 million related to Corporate.
The majority of restructuring expenses associated with the initiatives described above for the three and nine months ended June 30, 2025 are severance and other related costs. Of the total restructuring expenses for the three months ended June 30, 2025, $0.3 million related to the SMS segment and $0.4 million related to the Multiomics segment. Of the total restructuring expenses for the nine months ended June 30, 2025, $1.9 million related to the SMS segment, $2.1 million related to the Multiomics segment, and $0.8 million related to Corporate.
The following table presents restructuring charges recognized for the three and nine months ended June 30, 2026 and 2025 (in thousands):
| Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Severance and related costs | $ | $ | $ | $ | |||||||||||||||||||
| Other | ( | ( | ( | ||||||||||||||||||||
| Total restructuring charges | $ | $ | $ | $ | |||||||||||||||||||
The following table presents activity in the severance and related costs accruals for the nine months ended June 30, 2026 and 2025 (in thousands):
| Nine Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Balance at beginning of period | $ | $ | |||||||||
| Provisions | |||||||||||
| Payments | ( | ( | |||||||||
| Balance at end of period | $ | $ | |||||||||
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9. Supplementary Balance Sheet Information
Allowance for Expected Credit Losses
The allowance for expected credit losses for the nine months ended June 30, 2026 and 2025 is as follows (in thousands):
| Nine Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Balance at beginning of period | $ | $ | |||||||||
| Provisions | |||||||||||
| Payments received | ( | ( | |||||||||
| Write-offs and adjustments | ( | ( | |||||||||
| Balance at end of period | $ | $ | |||||||||
Inventories
The following is a summary of inventories at June 30, 2026 and September 30, 2025 (in thousands):
| June 30, 2026 | September 30, 2025 | ||||||||||
| Raw materials and purchased parts | $ | $ | |||||||||
| Work-in-process | |||||||||||
| Finished goods | |||||||||||
| Total inventories | $ | $ | |||||||||
Total inventories were net of inventory reserves of $8.0 million and $5.9 million, respectively, at June 30, 2026 and September 30, 2025.
Warranty and Retrofit Costs
The following is a summary of product and warranty retrofit activity for the nine months ended June 30, 2026 and 2025 (in thousands):
| Nine Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Balance at beginning of period | $ | $ | |||||||||
| Accruals for warranties during the period | |||||||||||
| Costs incurred during the period | ( | ( | |||||||||
| Balance at end of period | $ | $ | |||||||||
10. 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 the 2022 Repurchase Authorization. All shares repurchased under the 2022 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
27
purposes of calculating earnings per share as of the applicable settlement dates. During the nine months ended June 30, 2025, the Company paid the remaining excise tax due in connection with the 2022 Repurchase Authorization, totaling $11.4 million.
On December 8, 2025, the Board of Directors approved a share repurchase program authorizing the repurchase of up to $250.0 million of the Company’s common stock through December 31, 2028 (the “2025 Repurchase Program”). Repurchases under the 2025 Repurchase Program may be made in the open market or through privately negotiated transactions (including under an accelerated share repurchase agreement), or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, subject to market and business conditions, legal requirements, and other factors. During the three months ended June 30, 2026, the Company repurchased 2.3 million shares of common stock for $50.0 million (excluding fees, commissions, and excise tax) in open market repurchases pursuant to the 2025 Repurchase Program. As of June 30, 2026, $200.0 million remained available for future repurchases under the 2025 Repurchase Program. All shares repurchased under the 2025 Repurchase Program 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. As of June 30, 2026, the Company accrued $0.4 million for excise tax related to these share repurchases, which is considered an additional cost of the share repurchases and a reduction to stockholders’ equity in the Condensed Consolidated Balance Sheets.
Accumulated Other Comprehensive Income (Loss)
The following is a summary of the components of accumulated other comprehensive income (loss), net of tax for the nine months ended June 30, 2026 and 2025 (in thousands):
| Currency Translation Adjustments | Unrealized Gains (Losses) on Available- for-Sale Securities Net of Tax | Gains (Losses) on Derivative Net of Tax | Pension Liability Adjustments Net of Tax | Total | |||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | ( | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ( | ( | ( | |||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income (loss) | ( | ||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||
| Currency Translation Adjustments | Unrealized Gains (Losses) on Available- for-Sale Securities Net of Tax | Gains (Losses) on Derivative Net of Tax | Pension Liability Adjustments Net of Tax | Total | |||||||||||||||||||||||||
| Balance at September 30, 2024 | $ | ( | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ( | ( | ||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income (loss) | |||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||
As described in Note 2, 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, Item 8 of the 2025 Annual Report on Form 10-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 derivatives are the effective portions of changes in the fair value of the net investment hedges which are
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11. Revenue from Contracts with Customers
Disaggregated Revenue
The Company disaggregates revenue from contracts with customers in a manner that depicts how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. The following is revenue by significant business line for the three and nine months ended June 30, 2026 and 2025 (in thousands):
| Three months ended June 30, | Nine months ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Significant Business Line | |||||||||||||||||||||||
| Multiomics | $ | $ | $ | $ | |||||||||||||||||||
Core Products (1) | |||||||||||||||||||||||
| Sample Repository Services | |||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | |||||||||||||||||||
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 do not 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 $143.7 million and $142.2 million at June 30, 2026 and September 30, 2025, respectively.
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 is not 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 within one year. Contract asset balances which are included within “Prepaid expenses and other current assets” in the Condensed Consolidated Balance Sheet, were $29.0 million and $37.3 million at June 30, 2026 and September 30, 2025, respectively. Revenue of $20.2 million and $30.5 million recognized, respectively, during the nine months ended June 30, 2026 and 2025 contributed to the contract asset balances at June 30, 2026 and June 30, 2025, respectively. As part of the preparation of the accompanying Condensed Consolidated Financial Statements for the quarter ended March 31, 2026, the Company corrected the previously disclosed amount of revenue contributed to the contract asset balance from $29.2 million to $19.8 million during the six months ended March 31, 2025 and from 49.4 million to $30.5 million during the nine months ended June 30, 2025.
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 $39.5 million and $34.5 million at June 30, 2026 and September 30, 2025, respectively. The Company recognized revenues of $22.7 million and $19.0 million in the nine months ended June 30, 2026 and 2025, 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 than
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one 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 June 30, 2026 was $64.0 million. The following table summarizes when the Company expects to transfer control of the remaining performance obligations and recognize the corresponding revenue (in thousands):
| As of June 30, 2026 | |||||||||||||||||
| Less than 1 Year | Greater than 1 Year | Total | |||||||||||||||
| Remaining performance obligations | $ | $ | $ | ||||||||||||||
12. Stock-Based Compensation
In accordance with the Company’s 2020 Equity Incentive Plan, the Company may issue 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 the three and nine months ended June 30, 2026 and 2025 (in thousands):
| Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Restricted stock units | $ | $ | $ | $ | |||||||||||||||||||
| Employee stock purchase plan | |||||||||||||||||||||||
| Total stock-based compensation expense | $ | $ | $ | $ | |||||||||||||||||||
The Company recorded $0.1 million and $0.2 million of stock-based compensation expense for discontinued operations during the three months ended June 30, 2026 and 2025, respectively. The Company recorded $0.4 million and $0.8 million of stock-based compensation expense for discontinued operations during the nine months ended June 30, 2026 and 2025, respectively.
Restricted Stock Unit Activity
The following table summarizes restricted stock unit activity for the nine months ended June 30, 2026:
| Shares | Weighted Average Grant-Date Fair Value | ||||||||||
| Outstanding as of September 30, 2025 | $ | ||||||||||
| Granted | $ | ||||||||||
| Vested | ( | $ | |||||||||
| Forfeited | ( | $ | |||||||||
| Outstanding as of June 30, 2026 | $ | ||||||||||
Awards vested during the nine months ended June 30, 2026 per the table above include 7,071 shares for discontinued operations. The fair value of restricted stock units vested during the nine months ended June 30, 2026 was $8.2 million for continuing operations.
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As of June 30, 2026, the future unrecognized stock-based compensation expense related to restricted stock units for continuing operations expected to vest is $32.9 million and is expected to be recognized over an estimated weighted average amortization period of 1.7 years.
Restricted stock units granted with performance goals may also 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 the nine months ended June 30, 2026 and 2025:
| Nine Months Ended June 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Time-based restricted stock units | |||||||||||
| Performance-based restricted stock units | |||||||||||
| Total units | |||||||||||
All restricted stock units granted during the nine months ended June 30, 2026 and 2025 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 which one-third of awards vest at each annual anniversary of the 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 were not 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 compensation cost of $2.2 million recognized over the service period through November 2025. The Company recorded expense of $0.0 million and $0.2 million in the three and nine months ended June 30, 2026, respectively, related to the modified awards. The Company recorded expense of $0.1 million and $1.0 million in the three and nine months ended June 30, 2025, respectively, related to the modified awards.
These performance-based restricted stock unit awards granted allow participants to earn 100 % of restricted stock units if the Company’s performance meets or exceeds its target goal for each applicable financial metric, and up to a maximum of 200 % if the Company’s performance for such metrics meets or exceeds the maximum or stretch goal. Performance below the minimum threshold for each financial metric results in award forfeiture. Performance goals are measured over a three-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 the third 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 2024 and 2025, 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 a three-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 51.2 % based on the three-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)
31
correlation assumption based on daily share price changes over three 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 will not be reversed even if the market condition is not satisfied.
13. Fair Value Measurements
See Note 2, 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, Item 8 of the 2025 Annual Report on Form 10-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 June 30, 2026 and September 30, 2025 (in thousands):
| As of June 30, 2026 | ||||||||||||||||||||||||||
| Description | Total Fair Value | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||
| Cash equivalents | $ | $ | $ | $ | ||||||||||||||||||||||
| Available-for-sale securities | ||||||||||||||||||||||||||
| Investment in equity securities | ||||||||||||||||||||||||||
| Foreign exchange contracts | ||||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||
| Net investment hedge | ||||||||||||||||||||||||||
Contingent consideration | ||||||||||||||||||||||||||
| Foreign exchange contracts | ||||||||||||||||||||||||||
| Total liabilities | $ | $ | $ | $ | ||||||||||||||||||||||
| As of September 30, 2025 | ||||||||||||||||||||||||||
| Description | Total Fair Value | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||
| Cash equivalents | $ | $ | $ | $ | ||||||||||||||||||||||
| Available-for-sale securities | ||||||||||||||||||||||||||
| Investment in equity securities | ||||||||||||||||||||||||||
| Foreign exchange contracts | ||||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||
| Net investment hedge | ||||||||||||||||||||||||||
| Foreign exchange contracts | ||||||||||||||||||||||||||
| Total liabilities | $ | $ | $ | $ | ||||||||||||||||||||||
Cash Equivalents
The Company considers all highly liquid interest-earning investments with a maturity of three 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 of three months or less. They are classified as Level 1 because they are valued using quoted market prices in active markets. The fair values of these investments approximate their carrying values. Investments
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classified as Level 2 consist of debt securities valued using matrix pricing benchmarking because they are not actively traded and bank certificates of deposit with a maturity of three 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 U.S. government backed securities and highly rated corporate debt securities, which are classified as Level 1. Investments classified as Level 2 consist of debt securities that are valued using matrix pricing and benchmarking because they are not actively traded and bank certificates of deposit with a maturity of more than three months.
Investment in Equity Securities
During the first quarter of fiscal year 2025, the Company converted $2.0 million in principal amount of convertible notes it purchased in the third quarter of fiscal year 2024 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 did not 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 ASC 321, Investments - Equity Securities. The Company elected the measurement alternative for its investment in the shares of preferred stock because the shares do not have a readily determinable fair value. As of June 30, 2026, 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 Level 3 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 Level 3 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 by third-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 are not based on actual transactions, so they are classified as Level 2.
Contingent Consideration
Contingent consideration is measured and reported at fair value based on the unobservable inputs and classified as Level 3 of the fair value hierarchy. The amount is contingent based on the renewal of a certain contract of the acquired business no later than September 28, 2028. Please refer to Note 4, Business Combination for further detail. Changes in the fair value of contingent consideration resulting from a change in the underlying inputs will be recognized in results of operations until the arrangement is settled.
Financial Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
During the three and nine months ended June 30, 2026 and 2025, the Company did not
14. Income Taxes
The Company recorded income tax expense of $2.4 million and $5.2 million during the three and nine months ended June 30, 2026, respectively, which were primarily driven by the profit mix in foreign jurisdictions, valuation allowance implications in the United States and state income taxes in jurisdictions where the Company does not have a net operating loss carry over.
The Company recorded income tax expense of $2.6 million and $13.8 million during the three and nine months ended June 30, 2025, respectively. The tax expense for both periods was primarily driven by a $6.6
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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.
During the fourth quarter of fiscal year 2025, the Company recorded an unrecognized tax benefit of $2.5 million related to a capital loss on one of its foreign subsidiaries based on its estimated tax return filing position. The Company filed its U.S. federal tax return in July 2026, which increased the amount of the capital loss and resulting tax refund claim. As the incremental capital loss claimed on the tax return filed has been determined to not meet the more-likely-than-not recognition standard under ASC 740, Income Taxes, the Company has recorded an additional unrecognized tax benefit of $17.5 million. The claim is expected to be subject to examination by the Internal Revenue Service and review by the Joint Committee on Taxation, and the ultimate resolution may differ from the amount currently recognized in the financial statements. The unrecognized tax benefit is reflected as a reduction to “Long-term income tax receivables” recorded in the Condensed Consolidated Balance Sheets.
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 does not anticipate that it is reasonably possible that the unrecognized tax benefits and accrued interest on those benefits will be reduced in the next twelve months. These unrecognized tax benefits would impact the effective tax rate if recognized.
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15. Net Income (Loss) per Share
The calculations of basic and diluted net income (loss) per share and basic and diluted weighted average shares outstanding are as follows for the three and nine months ended June 30, 2026 and 2025 (in thousands, except per share data):
| Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Loss from continuing operations | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Income (loss) from discontinued operations, net of tax | ( | ( | ( | ||||||||||||||||||||
| Net income (loss) | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Weighted average common shares outstanding used in computing basic income (loss) per share | |||||||||||||||||||||||
| Weighted average common shares outstanding used in computing diluted income (loss) per share | |||||||||||||||||||||||
| Basic net income (loss) per share: | |||||||||||||||||||||||
| Loss from continuing operations | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Income (loss) from discontinued operations, net of tax | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Basic net income (loss) per share | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Diluted net income (loss) per share: | |||||||||||||||||||||||
| Loss from continuing operations | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Income (loss) from discontinued operations, net of tax | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Diluted net income (loss) per share | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
For the three and nine months ended June 30, 2026 and 2025, 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 the three and nine months ended June 30, 2026 and 2025.
| Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Time-based restricted stock units | |||||||||||||||||||||||
| Performance-based restricted stock units | |||||||||||||||||||||||
| Employee stock purchase plan | |||||||||||||||||||||||
| Total | |||||||||||||||||||||||
16. Segment and Geographic Information
Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize 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 Chief Executive Officer is the Company’s CODM. The Company’s operations are organized and managed by type of products and services and segment information is reported accordingly. There have been no operating segments aggregated to arrive at the Company’s reportable segments. Revenues for all operating segments include only transactions with unaffiliated customers and include no intersegment revenues. The accounting policies of the reportable segments are
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the same as those described in Note 2, 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, Item 8 of the 2025 Annual Report on Form 10-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 ASC 205 and the results of the B Medical Systems business are included within discontinued operations. As a result, the Company’s continuing operations includes the following two
•Sample Management Solutions. The SMS business resources operate as a single business unit offering end-to-end sample management products and services, including: Sample Repository Services and Core Products (Automated Stores, Cryogenic Systems, Automated Sample Tube, Consumables and Instruments and Controlled Rate Thawing Devices).
•Multiomics. The Multiomics business resources operate as a single business unit offering genomic and other sample analysis services, including gene sequencing, gene synthesis and related services.
Management considers adjusted operating income (loss) as the performance metric when evaluating each segment’s operations. The Company uses this measure because it enables the CODM and management to understand and evaluate the segments’ core operating results and facilitates comparison of performance for determining compensation.
The CODM regularly uses segment adjusted operating income (loss) in the monthly and quarterly business review processes, and this measure serves as the basis for the CODM’s evaluation of segment performance and related resource allocation considerations. During these processes, the CODM considers budget-to-actual variances in adjusted operating income (loss) to evaluate both internal factors (for example, changes in selling prices, strategic growth investments, productivity and business mix) and external factors (for example, inflation, tariffs and foreign currency), events and conditions.
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The following is the summary of the financial information for the Company’s reportable segments for the three and nine months ended June 30, 2026 and 2025 (in thousands):
| Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||
| Sample Management Solutions | $ | $ | $ | $ | |||||||||||||||||||
| Multiomics | |||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | |||||||||||||||||||
| Adjusted operating income (loss): | |||||||||||||||||||||||
| Sample Management Solutions | $ | $ | $ | $ | |||||||||||||||||||
| Multiomics | ( | ( | ( | ( | |||||||||||||||||||
| Segment adjusted operating income (loss) | $ | $ | $ | ( | $ | ||||||||||||||||||
| Amortization of completed technology | |||||||||||||||||||||||
| Amortization of other intangible assets | |||||||||||||||||||||||
Transformation costs(1) | |||||||||||||||||||||||
| Restructuring charges | |||||||||||||||||||||||
| Impairment of goodwill and intangible assets | |||||||||||||||||||||||
Merger and acquisition costs(2) | |||||||||||||||||||||||
| Purchase accounting and other adjustments | |||||||||||||||||||||||
| Total operating loss | ( | ( | ( | ( | |||||||||||||||||||
| Interest income, net | |||||||||||||||||||||||
| Other income (expenses), net | ( | ||||||||||||||||||||||
| Income (loss) from continuing operations before income taxes | $ | $ | $ | ( | $ | ( | |||||||||||||||||
(1)Transformation costs represent expenses associated with discrete strategic initiatives undertaken to simplify, standardize, streamline, and optimize the Company's operations, processes, and systems. These initiatives are intended to generate long-term operational efficiencies and productivity improvements and do not meet the definition of restructuring charges. Transformation costs primarily include asset write-downs associated with technology changes, inventory write-downs related to restructuring activities, and third-party consulting costs incurred to support process and systems redesign efforts.
(2)Merger and acquisition costs consist primarily of legal, accounting, valuation, and strategic advisory fees incurred in connection with acquisition and integration activities.
Adjusted operating income (loss) excludes charges related to amortization of intangible assets, transformation costs, restructuring charges, merger and acquisition costs, purchase accounting adjustments, and other miscellaneous expenses.
The segment expenses regularly provided to the CODM are adjusted cost of revenues, which primarily consist of costs of direct materials and direct labor, freight, warranty, depreciation expenses, and facilities costs and adjusted operating expenses, which primarily consists of employee salaries and benefits for research and development, selling, marketing, and administrative personnel, commissions, advertising and promotional expenses, audit, legal and strategic consulting fees,
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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 adjusted operating income information for the Company’s reportable segments for the three and nine months ended June 30, 2026 and 2025 (in thousands):
| Sample Management Solutions | Three Months Ended June 30, | Nine Months Ended June 30, | |||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | |||||||||||||||||||
| Less: Adjusted cost of revenue | |||||||||||||||||||||||
| Less: Adjusted operating expenses | |||||||||||||||||||||||
| Adjusted operating income | $ | $ | $ | $ | |||||||||||||||||||
| Other Information | |||||||||||||||||||||||
| Depreciation Expense | $ | $ | $ | $ | |||||||||||||||||||
| Multiomics | Three Months Ended June 30, | Nine Months Ended June 30, | |||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | |||||||||||||||||||
| Less: Adjusted cost of revenue | |||||||||||||||||||||||
| Less: Adjusted operating expenses | |||||||||||||||||||||||
| Adjusted operating loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Other Information | |||||||||||||||||||||||
| Depreciation Expense | $ | $ | $ | $ | |||||||||||||||||||
The following is the summary of the asset information for the Company’s reportable segments as of June 30, 2026 and September 30, 2025 (in thousands):
| Assets: | June 30, 2026 | September 30, 2025 | |||||||||
| Sample Management Solutions | $ | $ | |||||||||
| Multiomics | |||||||||||
| Total assets | $ | $ | |||||||||
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The following is a reconciliation of the segment assets to the corresponding amounts presented in the Condensed Consolidated Balance Sheets as of June 30, 2026 and September 30, 2025 (in thousands):
| June 30, 2026 | September 30, 2025 | ||||||||||
| Segment assets | $ | $ | |||||||||
| Cash and cash equivalents, restricted cash and marketable securities | |||||||||||
| Deferred tax assets | |||||||||||
| General corporate assets | |||||||||||
| Current and noncurrent assets held for sale | |||||||||||
| Total assets | $ | $ | |||||||||
Revenue from external customers is attributed to geographic areas based on locations in which the product is shipped. Net revenue by geographic area for the three and nine months ended June 30, 2026 and 2025 are as follows (in thousands):
| Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Geographic Location: | |||||||||||||||||||||||
| United States | $ | $ | $ | $ | |||||||||||||||||||
| China | |||||||||||||||||||||||
| United Kingdom | |||||||||||||||||||||||
| Rest of Europe | |||||||||||||||||||||||
| Asia Pacific (Excluding China) | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | |||||||||||||||||||
Net long-lived assets, excluding goodwill and other intangible assets, by geographic area as of June 30, 2026 and September 30, 2025 (in thousands):
| June 30, 2026 | September 30, 2025 | ||||||||||
| United States | $ | $ | |||||||||
| China | |||||||||||
| United Kingdom | |||||||||||
| Rest of Europe | |||||||||||
| Asia Pacific (Excluding China) | |||||||||||
| Other | |||||||||||
| Total long-lived assets, net | $ | $ | |||||||||
For the three and nine months ended June 30, 2026 and 2025, the Company did not have any individual customers that accounted for 10% or more of its consolidated revenue. As of June 30, 2026 and September 30, 2025, there were no customers that accounted for more than 10% of the Company’s accounts receivable balance.
17. 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
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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 June 30, 2026 and as of the date of filing of these Condensed Consolidated Financial Statements, the Company believes that no new material provision for liability nor new disclosure is required related to any claims. As there is potential for unexpected subsequent developments and given the inherent unpredictability of these matters, there can be no 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 June 30, 2026, the Company had non-cancellable commitments of $42.5 million, comprised of purchase orders for inventory of $23.0 million and other operating expense commitments of $19.5 million.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited interim condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and the audited financial statements and related notes contained in the 2025 Annual Report on Form 10-K. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those discussed below and in the forward-looking statements. Factors that could cause or contribute to these differences include, without limitation, those discussed in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, as well as those described in the 2025 Annual Report on Form 10-K and this Quarterly Report on Form 10-Q under “Information Related to Forward-Looking Statements”, Part I, Item 1A “Risk Factors” in the 2025 Annual Report on Form 10-K and Part II, Item 1A “Risk Factors” in the Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 and this Quarterly Report on Form 10-Q. All dollar amounts in the below MD&A are presented in U.S. dollars, unless otherwise noted or the context otherwise provides.
As previously disclosed in the 2025 Annual Report on Form 10-K, in connection with the preparation of the fiscal year 2025 consolidated financial statements, we identified errors in our previously issued financial statements. We evaluated the impact of the errors and concluded they were not material, individually or in the aggregate, to any previously issued interim or annual consolidated financial statements. The figures for the three and nine months ended June 30, 2025 in this MD&A have been revised, where applicable, to reflect the impact of such corrections. Information regarding the impact of the revision to our 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 fiscal 2025 is included in Note 20, 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, Item 8 of the 2025 Annual Report on Form 10-K.
Our MD&A is organized as follows:
•Overview. This section provides a general description of our business and operating segments as well as a brief discussion and overall analysis of our business and financial performance, including key developments affecting us during the three and nine months ended June 30, 2026 and 2025.
•Critical Accounting Policies and Estimates. This section discusses accounting policies and estimates that require us to exercise subjective or complex judgments in their application. We believe these accounting policies and estimates are important to understanding the assumptions and judgments incorporated in our reported financial results.
•Results of Operations. This section provides an analysis of our financial results for the three and nine months ended June 30, 2026 compared to the three and nine months ended June 30, 2025.
•Liquidity and Capital Resources. This section provides an analysis of our liquidity and changes in cash flows as well as a discussion of contractual commitments.
Disposition of B Medical Systems Business
On December 23, 2025, we entered into a Share Purchase Agreement with Thelema S.À.R.L., or Thelema, for the sale of the B Medical Systems business. On July 1, 2026, we completed the sale for $63.0 million, consisting of $28.0 million cash paid to us prior to closing and $35.0 million funded through a Vendor Loan Agreement between one of our wholly-owned subsidiaries and Thelema. See Note 3, Discontinued Operations in the notes to the unaudited condensed consolidated financial statements included in the section titled “Financial Statements” in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information about the sale of the B Medical Systems business.
This strategic action is intended to simplify our portfolio and allow management to focus on driving revenue growth and profitability in our core Sample Management Solutions, or SMS, and Multiomics segments. The B Medical Systems business has been classified as held for sale and a discontinued operation under generally accepted accounting principles in the United States, or GAAP.
Unless otherwise noted, this MD&A relates solely to our continuing operations and excludes the operations of discontinued operations.
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OVERVIEW
We are a leading global provider of biological and chemical compound sample exploration and management solutions for the life sciences industry. We entered the life sciences market in 2011, leveraging our in-house precision automation and cryogenics capabilities that we were then applying in the semiconductor manufacturing market. This led us to develop solutions for automated ultra-cold storage. Since then, we have expanded our life sciences offerings through internal investments and through a series of acquisitions. We support our customers from research and clinical development to commercialization with our sample management and automated storage systems, as well as genomic services expertise to help our customers bring impactful therapies to market faster. We understand the importance of sample integrity and offer 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, along with sample repository services. Our expertise, global footprint and leadership positions enable us to be a trusted global partner to pharmaceutical, biotechnology and life sciences research institutions. In total, we employ approximately 2,900 full-time employees, part-time employees and contingent workers worldwide as of June 30, 2026 and have sales in approximately 75 countries. We are headquartered in Burlington, Massachusetts and have operations in North America, Asia, and Europe.
Our portfolio includes product and service offerings developed by us internally, as well as obtained through acquisitions, designed to provide comprehensive capabilities to our customers, addressing their needs in sample exploration and management, automated storage and multiomics. We continue to develop new product and service offerings and enhance existing and acquired offerings through the expertise of our research and development resources. We believe our acquisition, investment and integration approach has allowed us to accelerate internal development and significantly accelerate time to market for our life sciences solutions.
Acquisition of UK Biocentre
On March 4, 2026, we acquired UK Biocentre Limited, or UK Biocentre, for a purchase price of approximately $27.5 million, net of cash acquired, including contingent consideration which we estimated the fair value to be $2.5 million as of the acquisition date. UK Biocentre is a provider of sample management, sample storage and high-throughput sample processing services in the United Kingdom. UK Biocentre’s results of operations are reported in the SMS segment from the date of acquisition.
The acquisition strengthens our ability to deliver end-to-end lifecycle solutions in the United Kingdom, a life science research epicenter, while expanding our presence in Europe by establishing UK Biocentre as a European-wide operational hub to support pharmaceutical, biotechnology, academic, and public health customers across the region. This major hub will support our already established biorepository in Griesheim, Germany with current and new customers benefiting from expanded sample storage automated capabilities, reliable and fully integrated sample management and processing services, and a broader European footprint to support the region.
Segments
Within our SMS segment, we operate as a single business unit offering end-to-end sample management products and services, including: Sample Repository Services and Core Products (Automated Stores, Cryogenic Systems, Automated Sample Tube, Consumables and Instruments and Controlled Rate Thawing Devices). This portfolio provides customers with a high level of sample quality, security, availability, intelligence and integrity throughout the lifecycle of samples, providing customers with complete end-to-end “cold chain of custody” capabilities. We also offer expert-level consultation services to our clients throughout their experimental design and implementation processes.
Within our Multiomics segment, our genomic services business advances research and development activities by providing gene sequencing, gene synthesis, and related services. We offer a comprehensive, global portfolio that we believe has broad appeal in the life sciences industry and enables customers to select the best solution for their research and development challenges. This portfolio also offers unique solutions for key markets such as cell and gene therapy, antibody development and biomarker discovery by addressing genomic complexity and throughput challenges.
Business and Financial Performance
Basis of Presentation
Our condensed consolidated financial statements are prepared in accordance with GAAP.
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Financial Performance
Our performance for the three and nine months ended June 30, 2026 and 2025 is as follows:
| Three months ended June 30, | Nine months ended June 30, | ||||||||||||||||||||||
| In thousands | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Revenue | $ | 161,178 | $ | 143,855 | $ | 454,615 | $ | 434,629 | |||||||||||||||
| Cost of revenue | 88,822 | 77,451 | 256,518 | 236,623 | |||||||||||||||||||
| Gross profit | 72,356 | 66,404 | 198,097 | 198,006 | |||||||||||||||||||
| Operating expenses | |||||||||||||||||||||||
| Research and development | 8,853 | 7,417 | 27,475 | 22,132 | |||||||||||||||||||
| Selling, general and administrative | 67,168 | 60,083 | 195,666 | 199,854 | |||||||||||||||||||
| Impairment of goodwill and intangible assets | — | — | 149,083 | — | |||||||||||||||||||
| Restructuring charges | 513 | 754 | 3,078 | 4,765 | |||||||||||||||||||
| Total operating expenses | 76,534 | 68,254 | 375,302 | 226,751 | |||||||||||||||||||
| Operating loss | (4,178) | (1,850) | (177,205) | (28,745) | |||||||||||||||||||
| Other income (expense) | |||||||||||||||||||||||
| Interest income, net | 3,825 | 4,973 | 13,310 | 13,760 | |||||||||||||||||||
| Other income (expense), net | 1,199 | (820) | 5,337 | 1,542 | |||||||||||||||||||
| Income (loss) from continuing operations before income taxes | 846 | 2,303 | (158,558) | (13,443) | |||||||||||||||||||
| Income tax expense | 2,375 | 2,635 | 5,182 | 13,752 | |||||||||||||||||||
| Loss from continuing operations | (1,529) | (332) | (163,740) | (27,195) | |||||||||||||||||||
| Income (loss) from discontinued operations, net of tax | 3,985 | (47,655) | (10,034) | (79,445) | |||||||||||||||||||
| Net income (loss) | $ | 2,456 | $ | (47,987) | $ | (173,774) | $ | (106,640) | |||||||||||||||
Revenue increased 12% and 5%, respectively, for the three and nine months ended June 30, 2026, compared to the corresponding periods in the prior fiscal year, mainly driven by revenue growth in both operating segments. The revenue growth in our SMS segment for the three and nine months ended June 30, 2026 compared to the corresponding periods in the prior fiscal year was primarily driven by higher revenue in Sample Storage and Consumables and Instruments, as well as revenue contributions from the acquired UK Biocentre business, partially offset by lower revenues in Core Products, particularly in Automated Stores. The revenue growth in our Multiomics segment for the three and nine months ended June 30, 2026 compared to the corresponding periods in the prior fiscal year was primarily driven by Next Generation Sequencing services and Gene Synthesis services, partially offset by a decline in Sanger Sequencing services. In addition, favorable foreign currency movements contributed to revenue growth during both the three and nine months ended June 30, 2026. Gross margin was 45% and 44%, respectively, for the three and nine months ended June 30, 2026 compared to 46% for each of the corresponding periods in the prior fiscal year. The decreases for the three and nine months ended June 30, 2026 were primarily driven by lower fixed-cost absorption resulting from reduced North America sales volumes in the Sanger Sequencing services and lower sales volumes in Automated Stores, higher rework cost incurred on Automated Stores projects, and an increase in excess and obsolete inventory reserves, partially offset by improved operational efficiencies. Operating expenses increased $8.3 million and $148.6 million for the three and nine months ended June 30, 2026, respectively, compared to the corresponding periods in the prior fiscal year. The increase in the three months ended June 30, 2026 was primarily driven by increased investments in research and development and sales and marketing activities. The increase in the nine months ended June 30, 2026 was primarily attributable to a non-cash goodwill impairment charge of $149.1 million related to the Multiomics and SMS segments. Net loss from continuing operations was $1.5 million and $163.7 million for the three and nine months ended June 30, 2026, respectively, compared to a net loss from continuing operations of $0.3 million and $27.2 million, respectively, for the corresponding periods in the prior fiscal year. The higher net loss from continuing operations for the three months ended June 30, 2026 was primarily driven by increased investments in research and development and sales and marketing, while the higher net loss from continuing operations for the nine months ended June 30, 2026 was primarily attributable to the non-cash goodwill impairment charge. These impacts were partially offset by lower income tax expense in both periods. Net income from discontinued operations, net of tax, was $4.0 million for the three months ended June 30, 2026 and net loss from
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discontinued operations, net of tax, was $10.0 million for the nine months ended June 30, 2026, compared to net loss from discontinued operations, net of tax, of $47.7 million and $79.4 million, respectively, for the three and nine months ended June 30, 2025.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of the interim condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities, including contingent consideration. On an ongoing basis, we evaluate our estimates based on historical experience and consider various other assumptions that are believed to be reasonable under the circumstances. We evaluate current and anticipated worldwide economic conditions, both in general and specifically in relation to the life sciences industry, that serve as a basis for making judgments about the carrying values of assets and liabilities that are not readily determinable based on information from other sources. Actual results may differ from these estimates under different assumptions or conditions that could have a material impact on our financial condition and results of operations.
The critical accounting estimates that we believe affect our more significant judgments and estimates used in the preparation of our condensed consolidated financial statements presented in this Quarterly Report on Form 10-Q are described under Critical Accounting Policies and Estimates included in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the 2025 Annual Report on Form 10-K. There have been no material changes to our critical accounting policies or estimates from those set forth in our Annual Report on Form 10-K, except for the inputs and assumptions used in the quantitative goodwill impairment analysis as of March 31, 2026 set forth below.
During the second quarter of fiscal year 2026, we assessed several events and circumstances that could affect the significant inputs used to determine the fair value of our reporting units, including updates to forecasted cash flows, increased uncertainty in the macroeconomic and geopolitical environment, and a sustained decline in the Company’s stock price. We concluded it was more likely than not the fair value of each of the SMS and Multiomics reporting units was less than their respective carrying amounts due to the combined impact of declining stock price and revised forecasts. As a result, we completed a quantitative goodwill impairment test for each of our reporting units in accordance with ASC 350, Intangibles – Goodwill (“ASC 350”) as of March 31, 2026.
For the quantitative goodwill impairment analysis performed, we compared the estimated fair values of each of our reporting units to their respective carrying amounts. The estimated fair value for each reporting unit was derived using the income approach and the market approach, weighted at 50
Based on the results of the quantitative goodwill impairment analysis as of March 31, 2026, the carrying amounts of the Multiomics and SMS reporting units exceeded their respective fair values, resulting in non-cash impairment charges of $112.4 million for Multiomics and $36.6 million for SMS. The total goodwill impairment charge of $149.1 million was recorded during the quarter ended March 31, 2026, which is included within “Impairment of goodwill and intangible assets” on the Condensed Consolidated Statements of Operations for the nine months ended June 30, 2026.
RESULTS OF OPERATIONS
Please refer to the commentary provided below for further discussion and analysis of the factors contributing to our results of operations for the three and nine months ended June 30, 2026 compared to the three and nine months ended June 30, 2025.
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Non-GAAP Financial Measures
Non-GAAP financial measures are used in addition to and in conjunction with results presented in accordance with GAAP and should not be relied upon to the exclusion of GAAP financial measures. Management adjusts the GAAP results for the impact of amortization of intangible assets, impairment of goodwill and intangible assets, transformation costs, restructuring charges, purchase accounting adjustments, merger and acquisition costs, and other unallocated corporate expenses to provide investors better perspective on the results of operations which we believe is more comparable to the similar analysis provided by our peers. Management also excludes special charges and gains, such as gains and losses from the sale of assets, certain tax benefits and charges, as well as other gains and charges that are not representative of the normal operations of the business. Management uses these non-GAAP financial measures in its review and evaluation of the performance of the business. Management strongly encourages investors to review our financial statements and publicly filed reports in their entirety and not rely on any single measure. A reconciliation of non-GAAP measures to the most nearly comparable GAAP measures is included under “Operating Income (Loss)” and “Gross Margin” below.
Revenue
Our revenue performance for the three and nine months ended June 30, 2026 and 2025 is as follows:
| Three months ended June 30, | Nine months ended June 30, | ||||||||||||||||||||||||||||||||||
| % Change | % Change | ||||||||||||||||||||||||||||||||||
| In thousands, except percentages | 2026 | 2025 | 2026 v. 2025 | 2026 | 2025 | 2026 v. 2025 | |||||||||||||||||||||||||||||
| Sample Management Solutions | $ | 88,289 | $ | 77,620 | 13.7 | % | $ | 250,804 | $ | 238,575 | 5.1 | % | |||||||||||||||||||||||
| Multiomics | 72,889 | 66,235 | 10.0 | % | 203,811 | 196,054 | 4.0 | % | |||||||||||||||||||||||||||
| Total revenue | $ | 161,178 | $ | 143,855 | 12.0 | % | $ | 454,615 | $ | 434,629 | 4.6 | % | |||||||||||||||||||||||
Our SMS segment revenue for the three and nine months ended June 30, 2026 increased approximately 14% and 5%, respectively, compared to the corresponding prior fiscal year periods, mainly driven by higher revenue in Sample Storage and Consumables and Instruments, as well as revenue contributions from the acquired UK Biocentre business, partially offset by lower revenues in Core Products, particularly in Automated Stores, during the three and nine months ended June 30, 2026.
Our Multiomics segment revenue for the three and nine months ended June 30, 2026 increased approximately 10% and 4%, respectively, compared to the corresponding prior fiscal year periods, driven by revenue growth in Next Generation Sequencing and Gene Synthesis services, offset by a decline in Sanger Sequencing services.
Revenue generated outside the United States was 43% and 42%, respectively, for the three and nine months ended June 30, 2026 compared to 39% and 38%, respectively, for the corresponding prior fiscal year periods. Favorable foreign currency movements also contributed to revenue growth during both the three and nine months ended June 30, 2026.
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Operating Income (Loss)
Our operating income (loss) performance for the three and nine months ended June 30, 2026 and 2025 is as follows (in thousands, except percentages):
| Three months ended June 30, | |||||||||||||||||||||||||||||||||||
| Segment | Corporate | Azenta Total | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||
| Revenue: | $ | 161,178 | $ | 143,855 | $ | — | $ | — | $ | 161,178 | $ | 143,855 | |||||||||||||||||||||||
| Operating income (loss): | |||||||||||||||||||||||||||||||||||
| Operating income (loss) | $ | 2,051 | $ | 4,505 | $ | (6,229) | $ | (6,355) | $ | (4,178) | $ | (1,850) | |||||||||||||||||||||||
| Amortization of completed technology | 2,082 | 2,068 | — | — | 2,082 | 2,068 | |||||||||||||||||||||||||||||
| Amortization of other intangible assets | 49 | — | 3,567 | 4,123 | 3,616 | 4,123 | |||||||||||||||||||||||||||||
Transformation costs(1) | 56 | 168 | 216 | 1,374 | 272 | 1,542 | |||||||||||||||||||||||||||||
| Restructuring charges | — | — | 513 | 754 | 513 | 754 | |||||||||||||||||||||||||||||
Merger and acquisition costs(2) | 204 | — | 2,044 | 58 | 2,248 | 58 | |||||||||||||||||||||||||||||
| Purchase accounting and other adjustments | 154 | 38 | — | (5) | 154 | 33 | |||||||||||||||||||||||||||||
| Total adjusted operating income (loss) | $ | 4,596 | $ | 6,779 | $ | 111 | $ | (51) | $ | 4,707 | $ | 6,728 | |||||||||||||||||||||||
| Operating margin | 1.3 | % | 3.1 | % | (2.6) | % | (1.3) | % | |||||||||||||||||||||||||||
| Adjusted operating margin | 2.9 | % | 4.7 | % | 2.9 | % | 4.7 | % | |||||||||||||||||||||||||||
| Nine months ended June 30, | |||||||||||||||||||||||||||||||||||
| Segment | Corporate | Azenta Total | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||
| Revenue: | $ | 454,615 | $ | 434,629 | $ | — | $ | — | $ | 454,615 | $ | 434,629 | |||||||||||||||||||||||
| Operating income (loss): | |||||||||||||||||||||||||||||||||||
| Operating loss | $ | (8,355) | $ | (2,276) | $ | (168,850) | $ | (26,469) | $ | (177,205) | $ | (28,745) | |||||||||||||||||||||||
| Amortization of completed technology | 6,017 | 5,876 | — | — | 6,017 | 5,876 | |||||||||||||||||||||||||||||
| Amortization of other intangible assets | 49 | — | 10,681 | 12,499 | 10,730 | 12,499 | |||||||||||||||||||||||||||||
Transformation costs(1) | 168 | 2,877 | 1,745 | 6,894 | 1,913 | 9,771 | |||||||||||||||||||||||||||||
| Restructuring charges | — | — | 3,078 | 4,765 | 3,078 | 4,765 | |||||||||||||||||||||||||||||
| Impairment of goodwill and intangible assets | — | — | 149,083 | — | 149,083 | — | |||||||||||||||||||||||||||||
Merger and acquisition costs(2) | 204 | — | 4,232 | 2,316 | 4,436 | 2,316 | |||||||||||||||||||||||||||||
| Purchase accounting and other adjustments | 175 | 40 | — | (5) | 175 | 35 | |||||||||||||||||||||||||||||
| Total adjusted operating income (loss) | $ | (1,742) | $ | 6,517 | $ | (31) | $ | — | $ | (1,773) | $ | 6,517 | |||||||||||||||||||||||
| Operating margin | (1.8) | % | (0.5 | %) | (39.0) | % | (6.6) | % | |||||||||||||||||||||||||||
| Adjusted operating margin | (0.4 | %) | 1.5 | % | (0.4 | %) | 1.5 | % | |||||||||||||||||||||||||||
(1)Transformation costs represent expenses associated with discrete strategic initiatives undertaken to simplify, standardize, streamline, and optimize the Company's operations, processes, and systems. These initiatives are intended to generate long-term operational efficiencies and productivity improvements and do not meet the definition of restructuring charges. Transformation costs primarily include asset write-downs associated with technology changes, inventory write-downs related to restructuring activities, and third-party consulting costs incurred to support process and systems redesign efforts.
(2)Merger and acquisition costs consist primarily of legal, accounting, valuation, and strategic advisory fees incurred in connection with acquisition and integration activities.
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| Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||
| Sample Management Solutions | $ | 88,289 | $ | 77,620 | $ | 250,804 | $ | 238,575 | |||||||||||||||
| Multiomics | 72,889 | 66,235 | 203,811 | 196,054 | |||||||||||||||||||
| Total revenue | $ | 161,178 | $ | 143,855 | $ | 454,615 | $ | 434,629 | |||||||||||||||
| Adjusted operating income (loss): | |||||||||||||||||||||||
| Sample Management Solutions | $ | 4,944 | $ | 10,737 | $ | 13,035 | $ | 18,318 | |||||||||||||||
| Multiomics | (348) | (3,958) | (14,777) | (11,801) | |||||||||||||||||||
| Segment adjusted operating income (loss) | $ | 4,596 | $ | 6,779 | $ | (1,742) | $ | 6,517 | |||||||||||||||
| Amortization of completed technology | 2,082 | 2,068 | 6,017 | 5,876 | |||||||||||||||||||
| Amortization of other intangible assets | 3,616 | 4,123 | 10,730 | 12,499 | |||||||||||||||||||
Transformation costs(1) | 272 | 1,542 | 1,913 | 9,771 | |||||||||||||||||||
| Restructuring charges | 513 | 754 | 3,078 | 4,765 | |||||||||||||||||||
| Impairment of goodwill and intangible assets | — | — | 149,083 | — | |||||||||||||||||||
Merger and acquisition costs(2) | 2,248 | 58 | 4,436 | 2,316 | |||||||||||||||||||
| Purchase accounting and other adjustments | 43 | 84 | 206 | 35 | |||||||||||||||||||
| Total operating loss | (4,178) | (1,850) | (177,205) | (28,745) | |||||||||||||||||||
| Interest income, net | 3,825 | 4,973 | 13,310 | 13,760 | |||||||||||||||||||
| Other income (expenses), net | 1,199 | (820) | 5,337 | 1,542 | |||||||||||||||||||
| Income (loss) from continuing operations before income taxes | $ | 846 | $ | 2,303 | $ | (158,558) | $ | (13,443) | |||||||||||||||
(1)Transformation costs represent expenses associated with discrete strategic initiatives undertaken to simplify, standardize, streamline, and optimize the Company's operations, processes, and systems. These initiatives are intended to generate long-term operational efficiencies and productivity improvements and do not meet the definition of restructuring charges. Transformation costs primarily include asset write-downs associated with technology changes, inventory write-downs related to restructuring activities, and third-party consulting costs incurred to support process and systems redesign efforts.
(2)Merger and acquisition costs consist primarily of legal, accounting, valuation, and strategic advisory fees incurred in connection with acquisition and integration activities.
Operating loss was $4.2 million and $177.2 million for the three and nine months ended June 30, 2026, respectively, an increase of $2.3 million and $148.5 million for the three and nine months ended June 30, 2026, respectively, compared to the corresponding periods in the prior fiscal year. The increase for the three months ended June 30, 2026 was primarily driven by higher investments in research and development and sales and marketing activities, partially offset by increased gross profit. The increase for the nine months ended June 30, 2026 was primarily attributable to a non-cash goodwill impairment charge of $149.1 million related to the Multiomics and SMS segments.
Adjusted operating income for the SMS segment was $4.9 million and $13.0 million, respectively, for the three and nine months ended June 30, 2026 compared to adjusted operating income of $10.7 million and $18.3 million, respectively, for the corresponding periods in the prior fiscal year. Adjusted operating margin for the SMS segment decreased 823 basis points and 248 basis points, respectively, for the three and nine months ended June 30, 2026 compared to the corresponding periods in the prior fiscal year. The decreases in adjusted operating margin were primarily driven by higher rework cost incurred on Automated Stores projects and an increase in excess and obsolete inventory reserves.
Adjusted operating loss for the Multiomics segment was $0.3 million and $14.8 million, respectively, for the three and nine months ended June 30, 2026 compared to adjusted operating loss of $4.0 million and $11.8 million, respectively, for the corresponding periods in the prior fiscal year. Adjusted operating margin for the Multiomics segment increased 550 basis points for the three months ended June 30, 2026 and decreased 123 basis points for the nine months ended June 30, 2026, compared to the corresponding periods in the prior fiscal year. The increase in adjusted operating margin for the
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three months ended June 30, 2026 was primarily driven by revenue growth and improved operational efficiencies. The decrease in adjusted operating margin for the nine months ended June 30, 2026 was primarily due to reduced fixed-cost absorption resulting from lower North America sales volumes in the Sanger Sequencing services business.
Gross Margin
Our gross margin performance for the three and nine months ended June 30, 2026 and 2025 is as follows (in thousands, except percentages):
| Three months ended June 30, | |||||||||||||||||||||||||||||||||||
| Sample Management Solutions | Multiomics | Azenta Total | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||
| Revenue | $ | 88,289 | $ | 77,620 | $ | 72,889 | $ | 66,235 | $ | 161,178 | $ | 143,855 | |||||||||||||||||||||||
| Gross profit | 39,126 | 40,180 | 33,230 | 26,224 | 72,356 | 66,404 | |||||||||||||||||||||||||||||
| Adjustments: | |||||||||||||||||||||||||||||||||||
| Amortization of completed technology | 1,393 | 1,208 | 689 | 860 | 2,082 | 2,068 | |||||||||||||||||||||||||||||
| Other adjustments | — | 25 | — | — | — | 25 | |||||||||||||||||||||||||||||
| Adjusted gross profit | $ | 40,519 | $ | 41,413 | $ | 33,919 | $ | 27,084 | $ | 74,438 | $ | 68,497 | |||||||||||||||||||||||
| Gross margin | 44.3 | % | 51.8 | % | 45.6 | % | 39.6 | % | 44.9 | % | 46.2 | % | |||||||||||||||||||||||
| Adjusted gross margin | 45.9 | % | 53.4 | % | 46.5 | % | 40.9 | % | 46.2 | % | 47.6 | % | |||||||||||||||||||||||
| Nine months ended June 30, | |||||||||||||||||||||||||||||||||||
| Sample Management Solutions | Multiomics | Azenta Total | |||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||
| Revenue | $ | 250,804 | $ | 238,575 | $ | 203,811 | $ | 196,054 | $ | 454,615 | $ | 434,629 | |||||||||||||||||||||||
| Gross profit | $ | 111,993 | $ | 115,471 | $ | 86,104 | $ | 82,535 | $ | 198,097 | $ | 198,006 | |||||||||||||||||||||||
| Adjustments: | |||||||||||||||||||||||||||||||||||
| Amortization of completed technology | 3,958 | 3,296 | 2,059 | 2,580 | 6,017 | 5,876 | |||||||||||||||||||||||||||||
Transformation costs(1) | — | 51 | — | — | — | 51 | |||||||||||||||||||||||||||||
| Other Adjustments | — | 25 | — | — | — | 25 | |||||||||||||||||||||||||||||
| Adjusted gross profit | $ | 115,951 | $ | 118,843 | $ | 88,163 | $ | 85,115 | $ | 204,114 | $ | 203,958 | |||||||||||||||||||||||
| Gross margin | 44.7 | % | 48.4 | % | 42.2 | % | 42.1 | % | 43.6 | % | 45.6 | % | |||||||||||||||||||||||
| Adjusted gross margin | 46.2 | % | 49.8 | % | 43.3 | % | 43.4 | % | 44.9 | % | 46.9 | % | |||||||||||||||||||||||
(1)Transformation costs represent expenses associated with discrete strategic initiatives undertaken to simplify, standardize, streamline, and optimize the Company's operations, processes, and systems. These initiatives are intended to generate long-term operational efficiencies and productivity improvements and do not meet the definition of restructuring charges. Transformation costs primarily include asset write-downs associated with technology changes, inventory write-downs related to restructuring activities, and third-party consulting costs incurred to support process and systems redesign efforts.
The SMS segment gross margin decreased by 745 basis points and 375 basis points, respectively, for the three and nine months ended June 30, 2026 compared to the corresponding periods in the prior fiscal year. The SMS segment adjusted gross margin decreased by 746 basis points and 358 basis points, respectively, for the three and nine months ended June 30, 2026 compared to the corresponding periods in the prior fiscal year. The decreases in both gross margin and adjusted gross margin for the three and nine months ended June 30, 2026 were primarily attributable to lower fixed-cost absorption resulting from reduced Automated Stores sales volumes, increased rework costs associated with Automated Stores projects, and higher excess and obsolete inventory reserves recognized during the fiscal 2026 periods.
The Multiomics segment gross margin increased by 600 basis points and 15 basis points, respectively, for the three and nine months ended June 30, 2026 compared to the corresponding periods in the prior fiscal year. The Multiomics segment adjusted gross margin increased by 564 basis points for the three months ended June 30, 2026, but decreased by 16 basis
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points for the nine months ended June 30, 2026, compared to the corresponding periods in the prior fiscal year. The improvements in gross margin and adjusted gross margin for the three months ended June 30, 2026 were primarily driven by revenue growth and enhanced operational efficiencies. The decline in the adjusted gross margin for the nine months ended June 30, 2026 was primarily attributable to reduced fixed-cost absorption resulting from lower North America sales volumes in the Sanger Sequencing services business.
Research and Development Expenses
Our research and development expenses for the three and nine months ended June 30, 2026 and 2025 are as follows:
| Three months ended June 30, | Nine months ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| In thousands | % of Revenue | In thousands | % of Revenue | In thousands | % of Revenue | In thousands | % of Revenue | ||||||||||||||||||||||||||||||||||||||||
| Sample Management Solutions | $ | 5,343 | 6.1 | % | $ | 4,328 | 5.6 | % | $ | 16,859 | 6.7 | % | $ | 12,839 | 5.4 | % | |||||||||||||||||||||||||||||||
| Multiomics | 3,510 | 4.8 | % | 3,089 | 4.7 | % | 10,616 | 5.2 | % | 9,293 | 4.7 | % | |||||||||||||||||||||||||||||||||||
| Total research and development expense | $ | 8,853 | 5.5 | % | $ | 7,417 | 5.2 | % | $ | 27,475 | 6.0 | % | $ | 22,132 | 5.1 | % | |||||||||||||||||||||||||||||||
Total research and development expenses increased $1.4 million and $5.3 million, respectively, for the three and nine months ended June 30, 2026 compared to the corresponding periods in the prior fiscal year, driven by our increased investment in development to support new product introductions.
Selling, General and Administrative Expenses
Our selling, general and administrative expenses for the three and nine months ended June 30, 2026 and 2025 are as follows:
| Three months ended June 30, | Nine months ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||||||
| In thousands | % of Revenue | In thousands | % of Revenue | In thousands | % of Revenue | In thousands | % of Revenue | ||||||||||||||||||||||||||||||||||||||||
| Sample Management Solutions | $ | 30,681 | 34.8 | % | $ | 26,526 | 34.2 | % | $ | 86,657 | 34.6 | % | $ | 90,521 | 37.9 | % | |||||||||||||||||||||||||||||||
| Multiomics | 30,744 | 42.2 | % | 27,954 | 42.2 | % | 92,340 | 45.3 | % | 87,628 | 44.7 | % | |||||||||||||||||||||||||||||||||||
| Corporate | 5,743 | 3.6 | % | 5,603 | 3.9 | % | 16,669 | 3.7 | % | 21,705 | 5.0 | % | |||||||||||||||||||||||||||||||||||
| Total selling, general and administrative expense | $ | 67,168 | 41.7 | % | $ | 60,083 | 41.8 | % | $ | 195,666 | 43.0 | % | $ | 199,854 | 46.0 | % | |||||||||||||||||||||||||||||||
Total selling, general and administrative expenses increased $7.1 million for three months ended June 30, 2026 compared to the corresponding period in the prior fiscal year. The increase was primarily attributable to increased investments in sales and marketing activities and increased merger and acquisition related costs. Total selling, general and administrative expenses decreased $4.2 million for the nine months ended June 30, 2026 compared to the corresponding period in the prior fiscal year, primarily due to lower compensation expenses, partially offset by increases in sales and marketing expenses and merger and acquisition related costs. The one-time costs related to our leadership changes in the corresponding period in the prior fiscal year also contributed to the decrease in the nine months ended June 30, 2026.
Impairment of Goodwill
Based on the results of our quantitative goodwill impairment analysis as of March 31, 2026, the carrying amounts of our Multiomics and SMS reporting units exceeded their respective fair values, resulting in non-cash impairment charges of $112.4 million for Multiomics and $36.6 million for SMS. The total goodwill impairment charge of $149.1 million was recognized during the three months ended March 31, 2026, which is included within “Impairment of goodwill and
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intangible assets” in our condensed consolidated statements of operations for the nine months ended June 30, 2026. We made significant estimates and assumptions in our quantitative goodwill impairment analysis as of March 31, 2026. Actual results may vary significantly and may expose us to material impairment charges in the future. Please refer to Note 7, Goodwill and Intangible Assets in the notes to the unaudited condensed consolidated financial statements included in the section titled “Financial Statements” in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.
Based on our annual goodwill impairment test on April 1, 2026 and qualitative assessment of goodwill impairment subsequent to April 1, 2026, we concluded that it was not more likely than not that the fair value of our each reporting unit was less than its carrying value as of June 30, 2026 and no goodwill impairment charges were recognized during the three months ended June 30, 2026.
In the event the performance of any of our reporting units does not meet management expectations in the future, we experience a prolonged macroeconomic or market downturn, or there are other negative revisions to key assumptions used in the analysis used to estimate fair value, we may be required to perform additional impairment analyses which could result in one or more additional impairment charges, any one of which could have a material and adverse effect on our financial position and results of operations.
Restructuring Charges
Restructuring charges were $0.5 million and $3.1 million, respectively, for the three and nine months ended June 30, 2026, a decrease of $0.2 million and $1.7 million, respectively, compared to the corresponding periods in the prior fiscal year. Please refer to Note 8, Restructuring in the notes to the unaudited condensed consolidated financial statements included in the section titled “Financial Statements” in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.
Non-Operating Income
Interest income, net – We recorded interest income of $3.8 million and $13.3 million, respectively, for the three and nine months ended June 30, 2026 compared to $5.0 million and $13.8 million, respectively, for the three and nine months ended June 30, 2025. The changes in interest income are a result of interest rate fluctuations in our investment portfolios. Please refer to Note 5, Marketable Securities and Note 6, Derivative Instruments in the notes to the unaudited condensed consolidated financial statements included in the section titled “Financial Statements” in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.
Other income (expense), net – We recorded other income of $1.2 million and $5.3 million, respectively, for the three and nine months ended June 30, 2026 compared to other expense of $0.8 million and other income of $1.5 million, respectively, in the corresponding periods in the prior fiscal year. Other income or expense, net primarily relates to foreign exchange gains and losses resulting from foreign currency denominated transactions and the revaluation of foreign currency denominated assets and liabilities, and non-recurring income or expenses. On March 4, 2026, we acquired UK Biocentre and settled a preexisting contractual relationship with UK Biocentre upon the business combination. As a result, we recognized $3.9 million of non-cash gain from the settlement during the three months ended March 31, 2026, which is included in “Other income (expense), net” in our condensed consolidated statements of operations for the nine months ended June 30, 2026. Please refer to Note 4, Business Combination in the notes to the unaudited condensed consolidated financial statements included in the section titled “Financial Statements” in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.
Income Tax Expense
We recorded income tax expense of $2.4 million and $5.2 million, respectively, during the three and nine months ended June 30, 2026, which were primarily driven by the profit mix in foreign jurisdictions, valuation allowance implications in the United States and state income taxes in jurisdictions where we do not have a net operating loss carry over.
We recorded income tax expense of $2.6 million and $13.8 million, respectively, during the three and nine months ended June 30, 2025. The tax expense in each period was primarily driven by the profits in foreign jurisdictions and state income taxes in jurisdictions where we do not have a net operating loss carry over.
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On July 4, 2025, the "One Big Beautiful Bill Act" was signed into U.S. tax law, extending many international tax provisions of the 2017 Tax Cuts and Jobs Act and providing additional favorable incentives. We will continue to monitor the financial impact of these changes. In the near term, we do not expect these changes to have an impact on our effective tax rate or cash flows as we are not electing to utilize many of the key incentives available under the "One Big Beautiful Bill Act."
Discontinued Operations
Results related to the B Medical Systems business and legal fees and contingent liability related to the previous indemnification dispute with the buyer of the semiconductor cryogenics business are included within discontinued operations for the three and nine months ended June 30, 2026. Gain or loss from discontinued operations includes only direct operating expenses incurred that (1) are clearly identifiable as costs being disposed of upon completion of the sale and (2) will not be continued by us on an ongoing basis. Indirect expenses which supported the B Medical Systems business and remain part of continuing operations, are not reflected in loss from discontinued operations. Please refer to Note 3, Discontinued Operations, in the notes to the unaudited condensed consolidated financial statements included in the section titled “Financial Statements” in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2026, we had cash and cash equivalents, restricted cash, and marketable securities of $528.5 million and stockholders’ equity of $1.5 billion. We believe that our current cash and cash equivalents will enable us to fund our operating expenses and capital expenditure requirements for at least one year from the date of this Quarterly Report on Form 10-Q and for the foreseeable future thereafter. The current global economic environment makes it difficult for us to predict longer-term liquidity requirements with certainty. We may be unable to obtain financing that may be required on terms favorable to us, if at all. If adequate funds are not available to us on acceptable terms or otherwise, we may be unable to successfully develop or enhance products and services, respond to competitive pressures, or take advantage of acquisition opportunities, any of which could have a material adverse effect on our business, financial condition and operating results.
Cash Flows and Liquidity
The discussion of our cash flows and liquidity that follows is stated on a total company consolidated basis.
Our cash and cash equivalents, restricted cash and marketable securities for our continuing operations as of June 30, 2026 and September 30, 2025 are as follows:
| In thousands | June 30, 2026 | September 30, 2025 | |||||||||
| Cash and cash equivalents | $ | 189,654 | $ | 279,783 | |||||||
| Restricted cash | 6,654 | 3,696 | |||||||||
| Short-term marketable securities | 136,143 | 61,137 | |||||||||
| Long-term marketable securities | 196,087 | 201,585 | |||||||||
| $ | 528,538 | $ | 546,201 | ||||||||
As of June 30, 2026, we had $164.9 million of cash, cash equivalents and restricted cash held outside of the United States which are not currently needed for U.S. operations. We had approximately $27.1 million of cash in China as of June 30, 2026. We began repatriating cash from China to the United States during the third quarter of the fiscal year 2025 and have provided for $6.4 million of income taxes related to the repatriation plan as of June 30, 2026. We have repatriated $41.1 million from China during fiscal year 2026 and have a plan to repatriate cash from China in the future. Our marketable securities are generally readily convertible to cash without a material adverse impact.
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Our cash flows on a total company consolidated basis for the nine months ended June 30, 2026 and 2025 were as follows:
| Nine months ended June 30, | |||||||||||
| In thousands | 2026 | 2025 | |||||||||
| Net cash provided by operating activities | $ | 35,805 | $ | 70,011 | |||||||
| Net cash used in investing activities | (73,253) | (91,287) | |||||||||
| Net cash used in financing activities | (51,972) | (10,408) | |||||||||
| Effects of exchange rate changes on cash, cash equivalents and restricted cash | (2,594) | 4,510 | |||||||||
| Net decrease in cash, cash equivalents and restricted cash | $ | (92,014) | $ | (27,174) | |||||||
Cash inflows from operating activities for the nine months ended June 30, 2026 were $35.8 million, a decrease of $34.2 million compared to the corresponding period in the prior fiscal year. The decrease was primarily driven by a U.S. federal tax refund of $11.5 million received in the nine months ended June 30, 2025 compared to an immaterial U.S. federal tax refund received in the nine months ended June 30, 2026, as well as less favorable working capital changes, including the timing of accounts receivable collections and unfavorable movements in contract liabilities and other liabilities.
Investing activities for the nine months ended June 30, 2026 include $365.4 million in purchases of marketable securities, which was offset by $295.5 million in sales and maturities of marketable securities. Investing activities for the nine months ended June 30, 2026 also include the $28.0 million deposit in connection with the completed sale of the B Medical Systems business and the $11.2 million closing cash payment for the acquisition of UK Biocentre, net of cash acquired.
Financing activities for the nine months ended June 30, 2026 include $2.5 million of tax payments on net share settlements on equity awards during the nine months ended June 30, 2026 and $50.0 million payment for share repurchases.
As of June 30, 2026, we had no outstanding debt on our balance sheet.
Capital Resources
Share Repurchase Program
On December 8, 2025, our Board of Directors approved a share repurchase program authorizing the repurchase of up to $250.0 million of our common stock through December 31, 2028, or the 2025 Repurchase Program. Repurchases under the 2025 Repurchase Program may be made in the open market or through privately negotiated transactions (including under an accelerated share repurchase agreement), or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act subject to market and business conditions, legal requirements, and other factors.
As of June 30, 2026, we have repurchased 2.3 million shares of common stock for $50.0 million (excluding fees, commissions, and excise tax) in open market repurchases pursuant to the 2025 Repurchase Program. All shares of common stock repurchased under the 2025 Repurchase Program have been retired, accounted for as a reduction to stockholders’ equity in the condensed consolidated balance sheets included elsewhere in this Quarterly Report on Form 10-Q and treated as a repurchase of common stock for purposes of calculating earnings per share as of the applicable settlement dates.
Contractual Obligations and Requirements
As of June 30, 2026, we had non-cancellable commitments of $42.5 million comprised of purchase orders for inventory of $23.0 million and other operating expense commitments of $19.5 million.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to a variety of market risks, including changes in interest rates affecting the return on our cash and cash equivalents, restricted cash and short-term and long-term investments and fluctuations in foreign currency exchange rates.
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Interest Rate Exposure
Our cash and cash equivalents and restricted cash consist principally of money market securities which are short-term in nature. At June 30, 2026, our aggregate short-term and long-term investments were $332.2 million, consisting mostly of U.S. government backed securities and highly rated corporate debt securities. At June 30, 2026, there was a $1.3 million net unrealized loss position on marketable securities included in “Accumulated other comprehensive loss” in the condensed consolidated balance sheets included elsewhere in this Quarterly Report on Form 10-Q. A hypothetical 100 basis point change in interest rates would result in a $2.9 million and $2.7 million change in interest income earned, respectively, during each of the nine months ended June 30, 2026 and 2025.
Currency Rate Exposure
Sales in currencies other than the U.S. dollar were approximately 39% and 34% of our total sales, respectively, during the nine months ended June 30, 2026 and 2025. These sales were made primarily by our foreign subsidiaries, which have cost structures that substantially align with the currency of sale. We believe the cost structure alignment minimizes our currency risk on these transactions.
We have transactions and balances denominated in currencies other than the functional currency of the transacting entity. Most of these transactions carrying foreign exchange risk are in Germany, the United Kingdom, and China. In the normal course of our business, we have liquid assets denominated in non-functional currencies which include cash, short-term advances between our legal entities and accounts receivable which are subject to foreign currency exposure. Such balances were $44.7 million and $49.7 million, respectively, at June 30, 2026 and September 30, 2025, and primarily relate to the Euro and British Pound. We mitigate the impact of potential currency translation losses on these short-term intercompany advances by the timely settlement of each transaction, generally within 30 days. We also utilize forward contracts to mitigate our exposures to currency movement. We incurred foreign currency losses of $1.4 million and $1.3 million during the nine months ended June 30, 2026 and 2025, respectively, which related to the currency fluctuation on these balances between the time the transaction occurred and the ultimate settlement of the transaction. A hypothetical 10% change in foreign exchange rates as of June 30, 2026 would result in an approximate change of $0.7 million in our net loss during the nine months ended June 30, 2026.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act. Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Based upon this evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of June 30, 2026, the end of the period covered by this Quarterly Report on Form 10-Q due to the material weaknesses described below. Notwithstanding the material weaknesses and based on additional analysis and other procedures management performed, our Chief Executive Officer and our Chief Financial Officer have concluded that the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q are fairly stated in all material respects in accordance with GAAP for each of the periods presented.
Material Weaknesses in Internal Control over Financial Reporting
As previously disclosed in our 2025 Annual Report on Form 10-K, the following material weaknesses were identified as of September 30, 2025 and remain outstanding as of June 30, 2026:
•As initially disclosed in our Annual Report on Form 10-K for the year ended September 30, 2024, we did not design and maintain effective controls related to the review of the cash flow statement. This material weakness resulted in immaterial misstatements in our consolidated statements of cash flows for the Q2 and Q3 interim periods during fiscal year 2023, the year ended September 30, 2023, the Q1, Q2, and Q3 interim periods during fiscal year 2024, the Q1 interim period during fiscal year 2025, and in our supplemental cash flow disclosures
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for the year ended September 30, 2022, each interim and annual period during fiscal year 2023 and the Q1, Q2 and Q3 interim periods during fiscal year 2024.
•As initially disclosed in our Quarterly Report on Form 10-Q for the three months ended March 31, 2025, we did not design and maintain effective controls related to the preparation and review of account reconciliations. This material weakness resulted in immaterial misstatements in our condensed consolidated financial statements for the Q1, Q2, and Q3 interim periods during fiscal year 2025, and our consolidated financial statements as of and for the year ended September 30, 2025.
Additionally, these material weaknesses could result in misstatements of substantially all account balances and disclosures that would result in a material misstatement to our interim or annual consolidated financial statements that would not be prevented or detected on a timely basis.
Remediation Plan for the Remaining Material Weaknesses
Statements of Cash Flows – During fiscal year 2026, management has continued to take steps to remediate the material weakness, including implementing a new cash flow reporting tool which automates the calculation of the effect of exchange rate changes on cash and cash equivalents. In addition, we designed and implemented new processes and controls over the review of the consolidated statement of cash flows. While the new and enhanced controls have been designed and implemented and we continue to monitor and evaluate their effectiveness, they have not operated for a sufficient period as of June 30, 2026 to assert the material weakness has been remediated. Management will continue to evaluate and monitor the operating effectiveness of these controls over subsequent periods to determine whether the material weakness has been remediated.
Account Reconciliations – Since the identification of the material weakness in the fiscal second quarter of 2025, including during fiscal year 2026, we have taken the necessary steps to work towards remediating the material weakness. Specifically, in the third quarter of fiscal year 2026, we have designed and implemented new controls and precision levels, executed training for employees and deployed a new reconciliation policy. Management will continue to evaluate and monitor the operating effectiveness of these controls over subsequent periods to determine whether the material weakness has been remediated.
These material weaknesses will not be considered remediated until we have completed the design and implementation of the applicable controls and they operate for a sufficient period of time for management to conclude, through testing, that such controls are operating effectively.
We are committed to continuing to improve our internal control over financial reporting, and as we continue to evaluate and work to improve our internal control over financial reporting, we may take additional measures to address control deficiencies, or we may modify certain of the remediation measures described above.
Remediation of the Previously Identified Material Weakness Related to Expense Classification
As previously disclosed in our 2025 Annual Report on Form 10-K, we did not design and maintain effective controls over the classification of certain costs in our consolidated statement of operations. This material weakness resulted in misstatements in the classification of certain costs between cost of revenue and selling, general and administrative and research and development costs that resulted in the revision of the annual financial statements for the year ended September 30, 2023, the Q1, Q2, and Q3 interim periods and the annual financial statements for the year ended September 30, 2024, and the Q1, Q2, and Q3 interim periods during the year ended September 30, 2025.
During fiscal year 2026, management implemented remediation measures designed to address the root causes of the material weakness. These remediation measures included the design and implementation of control activities over the review of employee cost center assignments and the related classification of employee compensation costs and the assessment and recording of bonus expense to the appropriate classification of costs within the consolidated statements of operations. Management also enhanced review procedures and monitoring activities designed to identify and correct potential classification errors on a timely basis. During the third quarter of fiscal year 2026, management completed the testing of these control activities and determined they have been appropriately designed and operated effectively for a sufficient period of time to conclude that the previously identified material weakness has been remediated as of June 30, 2026.
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Changes in Internal Control Over Financial Reporting
As noted in the Remediation Plan for the Remaining Material Weaknesses section above, there have been changes in our internal control over financial reporting during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We are subject to various legal proceedings, both asserted and unasserted, that arise in the ordinary course of business. We cannot predict the ultimate outcome of such legal proceedings or in certain instances provide reasonable ranges of potential losses. However, as of the date of this Quarterly Report on Form 10-Q, we believe that none of these claims will have a material adverse effect on our consolidated financial condition or results of operations. As there is potential for unexpected subsequent developments and given the inherent unpredictability of these legal proceedings, there can be no assurance that our 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 our consolidated financial condition or results of operations in particular quarterly or annual periods. Please refer to Note 3, Discontinued Operations and Note 17, Commitments and Contingencies to our unaudited condensed consolidated financial statements included under Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q for more information about our legal proceedings.
Item 1A. Risk Factors
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 $63.0 million purchase price. The loan bears interest at 6.0% per annum and matures three months following the July 1, 2026 funding date, at which time all principal and accrued interest are due. The buyer's obligations are secured by a first-priority pledge over 100% of the equity interests of B Medical Systems S.à r.l. We expect the buyer to repay the loan from permanent third-party financing, and there can be no assurance that the buyer will obtain such financing or otherwise repay the loan when due. The collateral consists solely of the equity of the divested business, the value of which depends on that business's performance and financial condition and may be insufficient to satisfy the obligation upon a default. The buyer is majority owned by an officer of the Company, and although the loan and related arrangements were reviewed and approved through our related-party transaction procedures, the related-party nature of the arrangement may complicate enforcement. If the buyer fails to repay the loan, or if we are unable to realize the full value of our collateral, we could be required to recognize a charge, write-down or impairment, which could adversely affect our results of operations and financial condition.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following provides information about repurchases of our common stock during the three months ended June 30, 2026:
| Period of Repurchase | Total Number of Shares Purchased (#)(1) | Average Price Paid Per Share ($)(1) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (#)(1) | Approximate Dollar Value of Shares that may yet be Purchased under Publicly Announced Plans or Programs (in millions) ($)(1) | |||||||||||||
| April 1-30, 2026 | — | — | 29,972,988 | $ | 250 | ||||||||||||
| May 1-31, 2026 | 1,239,474 | 19.62 | 31,212,462 | $ | 226 | ||||||||||||
| June 1-30, 2026 | 1,104,528 | $ | 23.25 | 32,316,990 | $ | 200 | |||||||||||
| 2,344,002 | $ | 21.33 | |||||||||||||||
(1) Represent open market repurchases under the 2025 Repurchase Program. Average price paid per share excludes fees, commissions and excise taxes. See Note 10, Stockholders’ Equity in the notes to the unaudited condensed consolidated financial statements included in the section titled “Financial Statements” in Part I, Item 1 of this Quarterly Report on Form 10-Q and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Share Repurchase Program” in Part I, Item 2 of this Quarterly Report on Form 10-Q for additional information regarding repurchases of our common stock.
Item 5. Other Information
Rule 10b5-1 Trading Arrangements
During the three months ended June 30, 2026, none of our directors or officers adopted terminated
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Item 6. Exhibits
The following exhibits are included herein:
| Exhibit No. | Description | |||||||
| 2.1 | ||||||||
| 10.1* | ||||||||
| 10.2* | ||||||||
| 10.3* | ||||||||
| 10.4* | ||||||||
| 10.5* | ||||||||
| 10.6* | ||||||||
| 10.7 | ||||||||
| 10.8 | ||||||||
| 31.01 | ||||||||
| 31.02 | ||||||||
| 32 | ||||||||
| 101 | The following material from the Company’s Quarterly Report on Form 10-Q, for the quarter ended June 30, 2026, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the unaudited Condensed Consolidated Balance Sheets; (ii) the unaudited Condensed Consolidated Statements of Operations; (iii) the unaudited Condensed Consolidated Statements of Comprehensive Income (Loss); (iv) the unaudited Condensed Consolidated Statements of Cash Flows; (v) the unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity; and (vi) the Notes to the unaudited Condensed Consolidated Financial Statements. The instance document does not appear in the Interactive Data File because XBRL tags are embedded in the iXBRL document. | |||||||
| 104 | Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101). | |||||||
*Management contract, compensatory plan or agreement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| AZENTA, INC. | |||||
Date: August 6, 2026 | /s/ Lawrence Lin | ||||
| Lawrence Lin | |||||
| Executive Vice President and Chief Financial Officer | |||||
| (Principal Financial and Accounting Officer) | |||||
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Exhibit 31.01
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, John Marotta, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Azenta, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
/s/ JOHN MAROTTA | |||||
John Marotta President and Chief Executive Officer (Principal Executive Officer) | |||||
Date: August 6, 2026 | |||||
Exhibit 31.02
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Lawrence Lin, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Azenta, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
/s/ LAWRENCE LIN | |||||
Lawrence Lin Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | |||||
Date: August 6, 2026 | |||||
Exhibit 32
CERTIFICATION
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of Azenta, Inc., a Delaware corporation (the “Company”), does hereby certify, to the best of such officer’s knowledge and belief, that:
(1)The Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 (this "Form 10-Q") of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in this Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: August 6, 2026 | /s/ JOHN MAROTTA | ||||
| John Marotta President and Chief Executive Officer (Principal Executive Officer) | |||||
Dated: August 6, 2026 | /s/ LAWRENCE LIN | ||||
| Lawrence Lin Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | |||||
A signed original of this written statement required by Section 906 has been provided to Azenta, Inc. and will be retained by Azenta, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.