Form 8-K

8-K — Azenta, Inc.

Accession: 0001628280-26-052642

Filed: 2026-08-04

Period: 2026-08-04

CIK: 0000933974

SIC: 3559 (SPECIAL INDUSTRY MACHINERY, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — azta-20260804.htm (Primary)

EX-99.1 (azta-2026q326erxexx991.htm)

GRAPHIC (a011a.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: azta-20260804.htm · Sequence: 1

azta-20260804

0000933974FALSE00009339742026-08-042026-08-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 or 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 4, 2026

Azenta, Inc.

(Exact name of registrant as specified in its charter)

Delaware 0-25434 04-3040660

(State or Other Jurisdiction

of Incorporation) (Commission File

Number) (IRS Employer

Identification No.)

200 Summit Drive, Burlington, MA 01803

(Address of principal executive offices and Zip Code)

(888) 229-3682

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, $0.01 par value AZTA The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

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

Item 2.02 Results of Operations and Financial Condition

On August 4, 2026, Azenta, Inc. (“Azenta” or the “Company”) announced via press release its financial results for the fiscal quarter ended June 30, 2026. A copy of the press release is attached hereto as Exhibit 99.1.

Limitation on Incorporation by Reference. The information in Item 2.02 and Exhibit 99.1 to this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in this Current Report and the press release attached as an exhibit hereto, this Current Report and the press release contain forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release attached as Exhibit 99.1 hereto regarding these forward-looking statements.

Item 9.01 Financial Statements and Exhibits

(d)Exhibits

EXHIBIT

NUMBER DESCRIPTION

99.1

Press release issued on August 4, 2026 by Azenta, Inc

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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 hereunto duly authorized.

AZENTA, INC.

/s/ Ephraim Starr

Date: August 4, 2026 Ephraim Starr

Senior Vice President, General Counsel and Secretary

EX-99.1

Filename: azta-2026q326erxexx991.htm · Sequence: 2

Document

Exhibit 99.1

Azenta Reports Third Quarter Results for Fiscal 2026, Ended June 30, 2026.

BURLINGTON, Mass., August 4, 2026 (PR Newswire) – Azenta, Inc. (Nasdaq: AZTA) today reported financial results for the third quarter ended June 30, 2026.

The results of B Medical Systems are reported as discontinued operations and reflected in total diluted EPS. The Company entered into a definitive agreement to sell the business during fiscal 2025, and the transaction closed on July 1, 2026, on the terms described in the Company’s Current Report on Form 8-K filed on July 8, 2026.

Quarter Ended

Dollars in millions, except per share data June 30, March 31, June 30, Change

2026 2026

2025(1)

Prior Qtr Prior Yr.

Revenue from Continuing Operations $ 161 $ 145 $ 144 11 % 12 %

Organic growth 9 %

Sample Management Solutions $ 88 $ 81 $ 78 9 % 14 %

Multiomics $ 73 $ 64 $ 66 14 % 10 %

Diluted EPS Continuing Operations $ (0.03) $ (3.41) $ (0.01) 99 % NM

Diluted EPS Total $ 0.05 $ (3.49) $ (1.05) NM NM

Non-GAAP Diluted EPS Continuing Operations $ 0.16 $ (0.04) $ 0.17 NM (6) %

Adjusted EBITDA - Continuing Operations $ 18 $ 8 $ 17 NM 6 %

Adjusted EBITDA Margin - Continuing Operations 11.4 % 5.4 % 12.1 %

(1)Reflects revisions for an immaterial classification error among cost of revenue, research and development expenses, and selling, general and administrative expenses, and other immaterial adjustments, as further described in the Annual Report on Form 10-K for the fiscal year ended September 30, 2025.

Management Comments

"Despite an uneven and challenging market backdrop, our third quarter results exceeded our expectations, with continued strength in our recurring revenue businesses, and a modest improvement in Multiomics in North America," said John Marotta, President and Chief Executive Officer. "While these results represent an encouraging step forward, our turnaround continues, and we remain focused on executing against our strategic priorities."

Third Quarter Fiscal 2026 Results - Continuing Operations

•Revenue was $161 million, up 12% year over year. Organic revenue, which excludes a 1-percentage point impact from foreign exchange and a 3-percentage point impact from the acquisition of UK Biocentre Limited, was up 9% year over year, reflecting higher revenue in Sample Management Solutions and Multiomics.

•Sample Management Solutions revenue was $88 million, up 14% year over year.

◦Organic revenue, which excludes the impact from foreign exchange and the contribution from the acquisition of UK Biocentre Limited, was up 9%, mainly driven by higher revenue in Sample Repository Solutions and Consumables and Instruments, partially offset by lower revenue in Automated Stores.

•Multiomics revenue was $73 million, up 10% year over year.

◦Organic revenue, which excludes the impact from foreign exchange, was up 8% year over year, primarily driven by higher revenue in Next Generation Sequencing and Gene Synthesis, partially offset by lower Sanger Sequencing revenue.

Summary of GAAP Earnings Results - Continuing Operations

•Operating loss was $4.2 million. Operating margin was (2.6%), down 131 basis points year over year.

◦Gross margin was 44.9%, a decrease of 130 basis points year over year, primarily driven by unfavorable fixed-cost absorption associated with lower sales volumes in certain areas of the portfolio as well as costs related to quality remediation and rework activities in Automated Stores. These impacts were partially offset by improved operating leverage and the benefits of ongoing cost initiatives.

◦Operating expenses in the quarter were $77 million, up 12% year over year, driven by higher research and development expenses and higher selling, general and administrative expenses, partially offset by lower restructuring and transformation charges.

•Total other income included $4 million of net interest income, versus $5 million in the prior year period.

•Diluted EPS from continuing operations was ($0.03) compared to ($0.01) in the third quarter of fiscal year 2025. Diluted EPS from discontinued operations was $0.09, compared to ($1.04) a year ago. Total diluted EPS was $0.05, compared to ($1.05) a year ago.

Summary of Non-GAAP Earnings Results - Continuing Operations

•Adjusted operating income was $4.7 million. Adjusted operating margin was 2.9%, a decrease of 180 basis points year over year.

◦Adjusted gross margin was 46.2%, down 140 basis points compared to the third quarter of fiscal 2025, primarily driven by unfavorable fixed-cost absorption associated with lower sales volumes in certain areas of the portfolio as well as costs related to quality remediation and rework activities in Automated Stores. These impacts were partially offset by improved operating leverage and the benefits of ongoing cost initiatives.

◦Adjusted operating expenses in the quarter were $70 million, up 13% year over year, driven by higher selling, general and administrative expenses and higher research and development expenses.

•Adjusted EBITDA was $18.5 million, and Adjusted EBITDA margin was 11.4%, a decrease of 60 basis points year over year.

•Non-GAAP Diluted EPS was $0.16, compared to $0.17 one year ago.

Cash and Liquidity as of June 30, 2026

•The Company ended the quarter with a total balance of cash, cash equivalents, restricted cash and marketable securities of $529 million.

•Operating cash flow was $1 million in the quarter. Capital expenditures were $7 million, and free cash flow (cash flow from operations less capital expenditures) was negative $5 million.

Share Repurchase Program Update

•On December 8, 2025, our Board of Directors approved a share repurchase program authorizing the repurchase of up to $250 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, the Company repurchased 2.3 million shares of common stock for $50.0 million (excluding fees, commissions, and excise tax) pursuant to the 2025 Repurchase Program. All shares of common stock repurchased under the 2025 Repurchase Program have been retired.

Fourth Quarter Fiscal 2026 Guidance - Continuing Operations

•Total organic revenue, which excludes the impact of foreign exchange and the contribution from the acquisition of UK Biocentre Limited, is expected to decline approximately in the low single digits relative to the fourth quarter of fiscal 2025.

•Adjusted EBITDA is expected to range approximately between $20 million and $23 million.

Full Year Fiscal 2026 Guidance - Continuing Operations

The Company now expects total reported revenue from continuing operations to range approximately between $613 to $618 million, compared to prior guidance of $603 to $621 million for the fiscal year ending September 30, 2026.

•Total organic revenue, which excludes the impact of foreign exchange and the contribution from the acquisition of UK Biocentre Limited, is now expected to range approximately between flat to up 1%, compared to prior guidance of down 2% to up 1% relative to fiscal 2025.

◦Organic revenue for Sample Management Solutions is expected to grow low-single-digits, consistent with prior guidance.

◦Organic revenue for Multiomics is now expected to range approximately between down 1% to flat, compared to prior guidance of down mid-single-digits.

•Adjusted EBITDA is expected to be in the range of $59 million to $62 million, including an anticipated impact of approximately 30 basis points of margin dilution from the UK Biocentre acquisition.

•Free cash flow (cash flow from operations less capital expenditures) is expected to improve approximately 10% to 15% year-over-year, consistent with prior guidance.

Azenta does not provide forward-looking guidance on a GAAP basis for the measures on which it provides forward-looking non-GAAP guidance as the Company is unable to provide a quantitative reconciliation of forward-looking non-GAAP measures to the most directly comparable forward-looking GAAP measure, without unreasonable effort, because of the inherent difficulty in accurately forecasting the occurrence and financial impact of the various adjusting items necessary for such reconciliations that have not yet occurred, are dependent on various factors, are out of the Company's control, or cannot be reasonably predicted. Such adjustments include, but are not limited to, transformation costs, restructuring charges, costs related to acquisitions and divestitures, governance-related matters, goodwill and intangible impairments, stock-based compensation, and other gains and charges that are not representative of the normal operations of the business.

Conference Call and Webcast

Azenta management will webcast its third quarter fiscal 2026 earnings conference call on August 5, 2026 at 8:30 a.m. Eastern Time. During the call, Company management will respond to questions concerning, but not limited to, the Company's financial performance, business conditions and industry outlook. Management's responses could contain information that has not been previously disclosed.

The call will be broadcast live over the Internet and, together with presentation materials and supplemental information referenced on the call, will be hosted at the Investor Relations section of Azenta’s website at https://investors.azenta.com/events. The supplemental information is being posted at the time of this earnings release, and the presentation materials will be posted ahead of the earnings call. A replay of the webcast will be archived on the website for convenient on-demand access.

Regulation G – Use of Non-GAAP Financial Measures

This release includes non-GAAP financial measures, including organic revenue, adjusted gross profit and margin, adjusted operating income, expenses and margin, EBITDA, Adjusted EBITDA and Adjusted EBITDA margin, non-GAAP net income, non-GAAP diluted EPS and free cash flow. Management believes these measures give investors additional insight into the results of business operations, improve period-to-period comparability and facilitate comparison with peers. Management uses these measures to evaluate business performance and uses organic revenue (referred to as Core Revenue in the Company’s proxy statement), Adjusted EBITDA and free cash flow in determining compensation under the Company’s annual incentive plan. They are not presented in accordance with, and are not a substitute for, U.S. generally accepted accounting principles, or GAAP, should always be considered together with the most directly comparable GAAP measures, and may not be comparable to similarly titled measures used by other companies. These measures are presented on a continuing operations basis, except free cash flow, which is presented on a total company basis inclusive of B Medical Systems. Non-GAAP diluted EPS does not exclude stock-based compensation; the Company separately presents non-GAAP adjusted net income excluding stock-based compensation. Reconciliations to the most directly comparable GAAP measures, and descriptions of the adjustments, are included at the end of this release under “Notes on Non-GAAP Financial Measures.” Certain amounts may not sum due to rounding, and all percentages are calculated using unrounded amounts.

“Safe Harbor Statement” under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended

Some statements in this release are forward-looking statements made under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are neither promises nor guarantees but involve risks and uncertainties, both known and unknown, that could cause Azenta’s actual financial and business results to differ materially from those expressed or implied by such statements. They are based on the facts and assumptions known to management at the time they are made. Forward looking statements include, but are not limited to, statements regarding the Company’s guidance and outlook for fiscal year 2026, including revenue, organic revenue growth, earnings, Adjusted EBITDA margin and free cash flow expectations; expectations regarding the timing, execution and benefits of operational, commercial and organizational transformation initiatives; anticipated productivity improvements and cost actions; expectations regarding demand trends and end market conditions; statements regarding the Company’s long range plan and multi-year financial targets, including the extension of the long range plan timeline to 2029.

Factors that could cause actual results to differ materially from those expressed or implied by forward looking statements include, but are not limited to: the Company’s ability to execute on and realize the expected benefits from its transformation and operational improvement initiatives; changes in customer demand, purchasing behavior or funding conditions in the markets the Company serves; macroeconomic, geopolitical or regulatory developments; the impact of foreign currency fluctuations; the Company’s ability to effectively manage costs, improve productivity and achieve anticipated margin improvements; supply chain disruptions; competitive dynamics; the ability of customers to meet payment obligations; risks relating to the collectability and timely repayment of the $35 million secured vendor loan extended to the buyer in connection with the B Medical Systems divestiture, including the buyer's ability to obtain permanent financing, the sufficiency of the collateral securing the loan, and the potential for an associated charge or impairment; and other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission, including but not limited to its Annual Report on Form 10 K, Quarterly Reports on Form 10 Q and Current Reports on Form 8 K. Because forward looking statements relate to future events and are based on current expectations, they are inherently subject to significant uncertainties, particularly with respect to projections and assumptions extending over multiple years. As a result, actual outcomes may differ materially from those projected.

Azenta expressly disclaims any obligation or undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

About Azenta Life Sciences

Azenta, Inc. (Nasdaq: AZTA) is a leading provider of life sciences solutions worldwide, enabling life science organizations around the world to bring impactful breakthroughs and therapies to market faster. Azenta provides a full suite of reliable cold-chain sample management solutions and multiomics services across areas such as drug development, clinical research and advanced cell therapies for the industry's top pharmaceutical, biotech, academic and healthcare institutions globally. Our global team delivers and supports these products and services through our industry-leading brands, including GENEWIZ, FluidX, Ziath, 4titude, Limfinity, Freezer Pro, and Barkey.

Azenta is headquartered in Burlington, Massachusetts, with operations in North America, Europe, and Asia. For more information, please visit www.azenta.com.

AZENTA INVESTOR CONTACTS:

Yvonne Perron

Vice President, Financial Planning & Analysis and Investor Relations

ir@azenta.com

Maria Isabel Cuartas

Manager Investor Relations

ir@azenta.com

AZENTA, INC.

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 $ 41,259 $ 39,387 $ 119,985 $ 125,169

Services 119,919 104,468 334,630 309,460

Total revenue 161,178 143,855 454,615 434,629

Cost of revenue

Products 25,018 19,572 71,889 68,607

Services 63,804 57,879 184,629 168,016

Total 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)

Basic net income (loss) per share:

Loss from continuing operations $ (0.03) $ (0.01) $ (3.58) $ (0.59)

Income (loss) from discontinued operations, net of tax $ 0.09 $ (1.04) $ (0.22) $ (1.74)

Basic net income (loss) per share $ 0.05 $ (1.05) $ (3.80) $ (2.33)

Diluted net income (loss) per share:

Loss from continuing operations $ (0.03) $ (0.01) $ (3.58) $ (0.59)

Income (loss) from discontinued operations, net of tax $ 0.09 $ (1.04) $ (0.22) $ (1.74)

Diluted net income (loss) per share $ 0.05 $ (1.05) $ (3.80) $ (2.33)

Weighted average shares used in computing net income (loss) per share:

Basic 45,286 45,780 45,759 45,712

Diluted 45,286 45,780 45,759 45,712

AZENTA, INC.

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 $ 189,654 $ 279,783

Short-term marketable securities 136,143 61,137

Accounts receivable, net of allowance for expected credit losses ($3,953 and $4,649, respectively)

143,675 142,181

Inventories 79,082 74,956

Short-term restricted cash 2,414 2,359

Refundable income taxes 5,846 9,728

Prepaid expenses and other current assets 53,150 64,660

Current assets held for sale 71,387 73,535

Total current assets 681,351 708,339

Property, plant and equipment, net 172,427 153,954

Long-term marketable securities 196,087 201,585

Long-term deferred tax assets 494 726

Operating lease right-of-use assets 61,421 54,048

Goodwill 547,457 702,395

Intangible assets, net 85,688 101,814

Long-term income taxes receivable 45,600 45,600

Other assets 8,997 6,115

Noncurrent assets held for sale 76,689 85,006

Total assets $ 1,876,211 $ 2,059,582

Liabilities and stockholders' equity

Current liabilities

Accounts payable $ 39,381 $ 37,722

Deferred revenue 36,041 31,569

Derivative liability 28,435 33,420

Accrued warranty and retrofit costs 4,047 4,713

Accrued compensation and benefits 30,965 35,799

Customer deposits 35,355 26,499

Accrued income taxes payable 6,775 9,416

Deposit received for the sale of B Medical Systems business 28,000 —

Accrued expenses and other current liabilities 34,249 30,268

Current liabilities held for sale 29,326 28,268

Total current liabilities 272,574 237,674

Long-term deferred tax liabilities 15,836 18,245

Long-term operating lease liabilities 53,967 51,244

Other long-term liabilities 10,725 11,142

Noncurrent liabilities held for sale 12,980 14,291

Total liabilities 366,082 332,596

Stockholders' equity

Preferred stock, $0.01 par value - 1,000,000 shares authorized, no shares issued or outstanding — —

Common stock, $0.01 par value - 125,000,000 shares authorized, 57,226,616 shares issued and 43,764,747 shares outstanding at June 30, 2026; 59,320,848 shares issued and 45,858,979 shares outstanding at September 30, 2025 572 594

Additional paid-in capital 493,071 529,605

Accumulated other comprehensive loss (28,740) (22,213)

Treasury stock, at cost - 13,461,869 shares at June 30, 2026 and September 30, 2025 (200,956) (200,956)

Retained earnings 1,246,182 1,419,956

Total stockholders' equity 1,510,129 1,726,986

Total liabilities and stockholders' equity $ 1,876,211 $ 2,059,582

AZENTA, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(In thousands)

Nine Months Ended June 30,

2026 2025

Cash flows from operating activities

Net loss $ (173,774) $ (106,640)

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization 41,230 46,775

Impairment of goodwill and intangible assets 149,083 —

Non-cash gain from settlement of preexisting contractual relationship (3,858) —

Loss on assets held for sale 9,491 92,706

Inventory write-downs and other non-cash items 1,301 3,866

Stock-based compensation 15,232 16,716

Amortization and accretion on marketable securities (1,088) (1,318)

Deferred income taxes (3,563) (20,385)

Loss on disposals of property, plant and equipment 14 759

Changes in operating assets and liabilities:

Accounts receivable 4,073 38,799

Inventories (9,501) (9,998)

Accounts payable (655) (365)

Deferred revenue 1,986 7,156

Accrued warranty and retrofit costs 84 38

Accrued compensation and tax withholdings (3,816) 3,604

Accrued restructuring costs 26 (51)

Other assets and liabilities 9,540 (1,651)

Net cash provided by operating activities 35,805 70,011

Cash flows from investing activities

Purchases of property, plant and equipment (20,234) (25,997)

Purchases of marketable securities (365,358) (312,990)

Sales and maturities of marketable securities 295,489 242,527

Acquisition of UK Biocentre, net of cash acquired (11,150) —

Proceeds from other investment — 2,130

Net investment hedge settlement — 3,043

Deposit received for the sale of B Medical Systems business 28,000 —

Net cash used in investing activities (73,253) (91,287)

Cash flows from financing activities

Proceeds from issuance of common stock 1,178 1,553

Payments of finance leases (583) (585)

Withholding tax payments on net share settlements on equity awards (2,521) —

Excise tax payment for settled share repurchases — (11,376)

Share repurchases (50,046) —

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, cash equivalents and restricted cash, beginning of period 296,685 320,990

Cash, cash equivalents and restricted cash, end of period $ 204,671 $ 293,816

Supplemental disclosures:

Cash paid for income taxes, net $ 7,017 $ 2,243

Purchases of property, plant and equipment included in accounts payable and accrued expenses $ 6,978 $ 4,652

Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheets

June 30,

2026 September 30,

2025

Cash and cash equivalents of continuing operations $ 189,654 $ 279,783

Cash included in current assets held for sale 8,363 13,206

Short-term restricted cash 2,414 2,359

Long-term restricted cash included in other assets 4,240 1,337

Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows $ 204,671 $ 296,685

Notes on Non-GAAP Financial Measures - Continuing Operations

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, restructuring charges, purchase price accounting adjustments and charges related to M&A, costs related to the Company’s business transformation initiatives and share repurchases to provide investors better perspective on the results of operations which the Company believes is more comparable to the similar analysis provided by its peers. Management also excludes special charges and gains, such as impairment losses, 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 strongly encourages investors to review our financial statements and publicly filed reports in their entirety and not rely on any single measure.

Quarter Ended

June 30, 2026 March 31, 2026

June 30, 2025(*)

Amounts in thousands, except per share data $ per diluted share $ per diluted share $ per diluted share

Net loss from continuing operations $ (1,529) $ (0.03) $ (157,021) $ (3.41) $ (332) $ (0.01)

Adjustments:

Amortization of completed technology 2,082 0.05 2,076 0.05 2,068 0.05

Amortization of other intangible assets 3,616 0.08 3,563 0.08 4,123 0.09

Transformation costs(1)

272 0.01 440 0.01 1,542 0.03

Restructuring charges 513 0.01 1,422 0.03 754 0.02

Impairment of goodwill and intangible assets(2)

— — 149,083 3.24 — —

Merger and acquisition costs(3)

2,248 0.05 2,175 0.05 58 0.00

Non-recurring other adjustments(4)

— 0.00 (3,858) (0.08) 38 0.00

Purchase accounting adjustments 154 0.00 — — — —

Tax effect of adjustments (198) 0.00 331 0.01 (534) (0.01)

Other adjustments — — 13 0.00 — —

Non-GAAP adjusted net income (loss) from continuing operations $ 7,158 $ 0.16 $ (1,776) $ (0.04) $ 7,717 $ 0.17

Stock-based compensation, pre-tax 4,692 0.10 6,268 0.14 3,045 0.07

Tax rate 13 % — 13 % — 17 % —

Stock-based compensation, net of tax 4,082 0.09 5,453 0.12 2,536 0.06

Non-GAAP adjusted net income excluding stock-based compensation - continuing operations $ 11,240 $ 0.25 $ 3,677 $ 0.08 $ 10,253 $ 0.22

Shares used in computing non-GAAP diluted net income per share 45,286 46,063 45,780

Nine Months Ended

June 30, 2026

June 30, 2025(*)

Amounts in thousands, except per share data $ per diluted share $ per diluted share

Net loss from continuing operations $ (163,740) $ (3.58) $ (27,195) $ (0.59)

Adjustments:

Amortization of completed technology 6,017 0.13 5,876 0.13

Amortization of other intangible assets 10,730 0.23 12,499 0.27

Transformation costs(1)

1,913 0.04 9,771 0.21

Restructuring charges 3,078 0.07 4,765 0.10

Impairment of goodwill and intangible assets(2)

149,083 3.26 — —

Merger and acquisition costs(3)

4,436 0.10 2,316 0.05

Non-recurring other adjustments(4)

(3,858) (0.08) (2,097) (0.05)

Purchase accounting adjustment 154 0.00 — —

Tax adjustments(5)

— — 7,300 0.16

Tax effect of adjustments 1,704 0.04 571 0.01

Other adjustments 22 0.00 — —

Non-GAAP adjusted net income from continuing operations $ 9,539 $ 0.21 $ 13,806 $ 0.30

Stock-based compensation, pre-tax 14,822 0.32 15,949 0.35

Tax rate 13% — 17 % —

Stock-based compensation, net of tax 12,895 0.28 13,238 0.29

Non-GAAP adjusted net income excluding stock-based compensation - continuing operations $ 22,434 $ 0.49 $ 27,044 $ 0.59

Shares used in computing non-GAAP diluted net income per share 45,759 45,712

(*)See footnote (1) on Page 1.

(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)Represents a non-cash goodwill impairment charge recognized in the second quarter of fiscal 2026 as a result of the Company's quantitative goodwill impairment analysis as of March 31, 2026, including $112.4 million for the Multiomics reporting unit and $36.6 million for the Sample Management Solutions reporting unit.

(3)Merger and acquisition costs consist primarily of legal, accounting, valuation, and strategic advisory fees incurred in connection with acquisition and integration activities.

(4)The Company recognized $3.9 million non-cash gain from the settlement of the pre-existing contractual relationship with UK Biocentre Limited in the second quarter of fiscal 2026. The Company received $2.1 million of cash proceeds from a cost method investment which had no cost basis in the second quarter of fiscal 2025. These are non-recurring and non-operational adjustments.

(5)Tax adjustments for the nine months ended June 30, 2025 are primarily driven by tax expenses related to a one-time repatriation of historical earnings from China.

Quarter Ended Nine Months Ended

Dollars in thousands June 30, 2026 March 31, 2026

June 30, 2025(*)

June 30, 2026

June 30, 2025(*)

GAAP net loss $ 2,456 $ (160,798) $ (47,987) $ (173,774) $ (106,640)

Less: Loss from discontinued operations 3,985 (3,777) (47,655) (10,034) (79,445)

GAAP net loss from continuing operations (1,529) (157,021) (332) (163,740) (27,195)

Adjustments:

Interest income, net (3,825) (4,387) (4,973) (13,310) (13,760)

Income tax expense 2,375 (323) 2,635 5,182 13,752

Depreciation 7,861 8,338 8,399 24,406 23,695

Amortization of completed technology 2,082 2,076 2,068 6,017 5,876

Amortization of other intangible assets 3,616 3,563 4,123 10,730 12,499

Earnings before interest, taxes, depreciation and amortization - Continuing operations $ 10,580 $ (147,754) $ 11,920 $ (130,715) $ 14,867

Quarter Ended Nine Months Ended

Dollars in thousands June 30, 2026 March 31, 2026

June 30, 2025(*)

June 30, 2026

June 30, 2025(*)

Earnings before interest, taxes, depreciation and amortization - Continuing operations $ 10,580 $ (147,754) $ 11,920 $ (130,715) $ 14,867

Adjustments:

Stock-based compensation 4,692 6,268 3,045 14,822 15,949

Restructuring charges 513 1,422 754 3,078 4,765

Impairment of goodwill and intangible assets(1)

— 149,083 — 149,083 —

Merger and acquisition costs(2)

2,248 2,175 58 4,436 2,316

Transformation costs(3)

272 440 1,542 1,913 9,771

Non-recurring other adjustments(4)

— (3,858) 38 (3,858) (2,097)

Purchase accounting adjustment 154 — — 154 —

Adjusted earnings before interest, taxes, depreciation and amortization - Continuing operations $ 18,459 $ 7,776 $ 17,357 $ 38,913 $ 45,571

(*)See footnote (1) on Page 1.

(1)Represents a non-cash goodwill impairment charge recognized in the second quarter of fiscal 2026 as a result of the Company's quantitative goodwill impairment analysis as of March 31, 2026, including $112.4 million for the Multiomics reporting unit and $36.6 million for the Sample Management Solutions reporting unit.

(2)Merger and acquisition costs consist primarily of legal, accounting, valuation, and strategic advisory fees incurred in connection with acquisition and integration activities.

(3)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.

Quarter Ended

Dollars in thousands June 30, 2026 March 31, 2026

June 30, 2025(*)

GAAP gross profit $ 72,356 44.9 % $ 62,035 42.8 % $ 66,404 46.2 %

Adjustments:

Amortization of completed technology 2,082 1.3 % 2,076 1.4 % 2,068 1.4 %

Other Adjustments — — % — — % 25 0.0 %

Non-GAAP adjusted gross profit $ 74,438 46.2 % $ 64,111 44.3 % $ 68,497 47.6 %

Nine Months Ended

Dollars in thousands June 30, 2026

June 30, 2025(*)

GAAP gross profit $ 198,097 43.6 % $ 198,006 45.6 %

Adjustments:

Amortization of completed technology 6,017 1.3 % 5,876 1.4 %

Transformation costs(1)

— — % 51 0.0 %

Other Adjustments — — % 25 0.0 %

Non-GAAP adjusted gross profit $ 204,114 44.9 % $ 203,958 46.9 %

(*)See footnote (1) on Page 1.

Sample Management Solutions Multiomics

Quarter Ended Quarter Ended

Dollars in thousands June 30,

2026 March 31,

2026

June 30, 2025(*)

June 30,

2026 March 31,

2026

June 30, 2025(*)

GAAP gross profit $ 39,126 44.3 % $ 37,084 45.7 % $ 40,180 51.8 % $ 33,230 45.6 % $ 24,951 39.2 % $ 26,224 39.6 %

Adjustments:

Amortization of completed technology 1,393 1.6 % 1,389 1.7 % 1,208 1.6 % 689 0.9 % 687 1.1 % 860 1.3 %

Other Adjustments — — % — — % 25 0.0 % — — % — — % — — %

Non-GAAP adjusted gross profit $ 40,519 45.9 % $ 38,473 47.4 % $ 41,413 53.4 % $ 33,919 46.5 % $ 25,638 40.2 % $ 27,084 40.9 %

Segment Total

Quarter Ended

Dollars in thousands June 30,

2026 March 31,

2026

June 30, 2025(*)

GAAP gross profit $ 72,356 44.9 % $ 62,035 42.8 % $ 66,404 46.2 %

Adjustments:

Amortization of completed technology 2,082 1.3 % 2,076 1.4 % 2,068 1.4 %

Other Adjustments — — % — — % 25 0.0 %

Non-GAAP adjusted gross profit $ 74,438 46.2 % $ 64,111 44.3 % $ 68,497 47.6 %

Sample Management Solutions Multiomics

Nine Months Ended Nine Months Ended

Dollars in thousands June 30, 2026

June 30, 2025(*)

June 30, 2026

June 30, 2025(*)

GAAP gross profit $ 111,993 44.7 % $ 115,471 48.4 % $ 86,104 42.2 % $ 82,535 42.1 %

Adjustments:

Amortization of completed technology 3,958 1.6 % 3,296 1.4 % 2,059 1.0 % 2,580 1.3 %

Transformation costs(1)

— — % 51 0.0 % — — % — — %

Other Adjustments — — % 25 0.0 % $ — — % $ — — %

Non-GAAP adjusted gross profit 115,951 46.2 % 118,843 49.8 % $ 88,163 43.3 % $ 85,115 43.4 %

Segment Total

Nine Months Ended

Dollars in thousands June 30, 2026

June 30, 2025(*)

GAAP gross profit $ 198,097 43.6 % $ 198,006 45.6 %

Adjustments:

Amortization of completed technology 6,017 1.3 % 5,876 1.4 %

Transformation costs(1)

— — % 51 0.0 %

Other Adjustments — — % $ 25 0.0 %

Non-GAAP adjusted gross profit 204,114 44.9 % $ 203,958 46.9 %

(*)See footnote (1) on Page 1.

Total Segments Corporate Total

Quarter Ended Quarter Ended Quarter Ended

Dollars in thousands June 30,

2026 March 31,

2026

June 30, 2025(*)

June 30,

2026 March 31,

2026

June 30, 2025(*)

June 30,

2026 March 31,

2026

June 30, 2025(*)

GAAP operating loss $ 2,051 $ (9,091) $ 4,505 $ (6,229) $ (156,699) $ (6,355) $ (4,178) $ (165,790) $ (1,850)

Adjustments:

Amortization of completed technology 2,082 2,076 2,068 — — — 2,082 2,076 2,068

Amortization of other intangible assets 49 — — 3,567 3,563 4,123 3,616 3,563 4,123

Transformation costs(1)

56 55 168 216 385 1,374 272 440 1,542

Restructuring charges — — — 513 1,422 754 513 1,422 754

Impairment of goodwill and intangible assets(2)

— — — — 149,083 — — 149,083 —

Merger and acquisition costs(3)

204 — — 2,044 2,175 58 2,248 2,175 58

Purchase accounting and other adjustments 154 8 38 — — (5) 154 8 33

Non-GAAP adjusted operating income (loss) $ 4,596 $ (6,952) $ 6,779 $ 111 $ (71) $ (51) $ 4,707 $ (7,023) $ 6,728

Total Segments Corporate Total

Nine Months Ended Nine Months Ended Nine Months Ended

Dollars in thousands June 30, 2026

June 30, 2025(*)

June 30, 2026

June 30, 2025(*)

June 30, 2026

June 30, 2025(*)

GAAP operating loss $ (8,355) $ (2,276) $ (168,850) $ (26,469) $ (177,205) $ (28,745)

Adjustments:

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(2)

— — 149,083 — 149,083 —

Merger and acquisition costs(3)

204 — 4,232 2,316 4,436 2,316

Purchase accounting and other adjustments 175 40 — (5) 175 35

Non-GAAP adjusted operating income (loss) $ (1,742) $ 6,517 $ (31) $ — $ (1,773) $ 6,517

(*)See footnote (1) on Page 1.

(2)Represents non-cash goodwill impairment charges recognized in the second quarter of fiscal 2026 as a result of the Company’s annual and interim impairment assessment, including $112.4 million for the Multiomics reporting unit and $36.6 million for the Sample Management Solutions reporting unit.

(3)Merger and acquisition costs consist primarily of legal, accounting, valuation, and strategic advisory fees incurred in connection with acquisition and integration activities.

Sample Management Solutions Multiomics Azenta Total

Quarter Ended Quarter Ended Quarter Ended

Dollars in millions June 30,

2026 June 30,

2025 Change June 30,

2026 June 30,

2025 Change June 30,

2026 June 30,

2025 Change

Revenue $ 88 $ 78 14 % $ 73 $ 66 10 % $ 161 $ 144 12 %

Acquisitions (4) — (5) % — — — % (4) — (3) %

Currency exchange rates (0) — (0) % (1) — (2) % (1) — (1) %

Organic revenue $ 84 $ 78 9 % $ 72 $ 66 8 % $ 156 $ 144 9 %

Sample Management Solutions Multiomics Azenta Total

Nine Months Ended Nine Months Ended Nine Months Ended

Dollars in millions June 30, 2026 June 30, 2025 Change June 30, 2026 June 30, 2025 Change June 30, 2026 June 30, 2025 Change

Revenue $ 251 $ 239 5 % $ 204 $ 196 4 % $ 455 $ 435 5 %

Acquisitions (5) — (2) % — — — % (5) — (1 %)

Currency exchange rates (4) — (2) % (4) — (2) % (8) — (2) %

Organic revenue $ 242 $ 239 1 % $ 200 $ 196 2 % $ 442 $ 435 2 %

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