Form 8-K

8-K — Azenta, Inc.

Accession: 0001628280-26-058519

Filed: 2026-08-24

Period: 2026-08-22

CIK: 0000933974

SIC: 3559 (SPECIAL INDUSTRY MACHINERY, NEC)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Documents

8-K — azta-20260822.htm (Primary)

EX-99.1 (pressreleasedatedaugust2.htm)

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8-K

8-K (Primary)

Filename: azta-20260822.htm · Sequence: 1

azta-20260822

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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 22, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of President and Chief Executive Officer

On August 22, 2026, John P. Marotta resigned as President and Chief Executive Officer of Azenta, Inc. (the “Company”) and as a member of the Company’s Board of Directors (the “Board”), effective as of August 22, 2026 (the “Effective Date”). Mr. Marotta’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

In connection with Mr. Marotta’s resignation, the Board reduced the size of the Board from nine to eight members.

Appointment of Interim President and Chief Executive Officer

On August 22, 2026, the Board elected Dr. Martin D. Madaus as the Company’s Interim President and Chief Executive Officer, effective as of the Effective Date. Dr. Madaus has served as a member of the Board since January 2024 and is the Chair of the Nominating and Governance Committee of the Board. Dr. Madaus also assumed the duties of the Company’s principal executive officer for Securities and Exchange Commission reporting purposes as of the Effective Date.

Dr. Madaus will continue to serve as a member of the Board. During his interim service as an executive officer of the Company, Dr. Madaus will step down as Chair and a member of the Nominating and Governance Committee of the Board.

Dr. Madaus, age 66, currently serves as a Senior Operating Executive at the Carlyle Group Inc. (NASDAQ: CG), a global investment firm with $485 billion in assets under management. Dr. Madaus has notable experience in strategy, mergers and acquisitions, and commercial transformations, having served as Chairman, President and CEO of Millipore Corporation, where he led its sale to Merck KGaA (FWB: MRK) for $7.2 billion, and also led the $4.2 billion leveraged buyout of Ortho Clinical Diagnostics. Dr. Madaus previously served as Chairman and CEO of Ortho Clinical Diagnostics and, prior to that, served as President and CEO, N.A. of Roche Diagnostics Corp., a subsidiary of Roche Holdings AG (SWX: ROG). Dr. Madaus currently serves as chair of the board of directors of Repligen Corporation (NASDAQ: RGEN) and as a member of the board of directors of Haemonetics Corporation (NYSE: HAE) and previously served on the boards of directors of Quanterix Corporation (NASDAQ: QTRX), Hologic, Inc. (NASDAQ: HOLX) and Standard BioTools Inc. (NASDAQ: LAB). Dr. Madaus received a Doctor of Veterinary Medicine from Ludwig-Maximilians-Universität München and a Ph.D. in Veterinary Medicine from the Tierärztliche Hochschule Hannover.

There is no arrangement or understanding between Dr. Madaus and any other person pursuant to which he was selected as Interim President and Chief Executive Officer. There are no family relationships between Dr. Madaus and any director or executive officer of the Company, and there are no transactions involving Dr. Madaus that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.

The Company is reviewing Dr. Madaus’ compensation in connection with his role as Interim President and Chief Executive Officer and expects to provide him with additional compensation that is commensurate with his additional duties.

Item 7.01. Regulation FD Disclosure.

A copy of the press release announcing Dr. Madaus’s election and Mr. Marotta’s resignation is furnished with this Current Report on Form 8-K as Exhibit 99.1 and incorporated into this Item 7.01 by reference.

Limitation on Incorporation by Reference. The information in this Item 7.01, including Exhibit 99.1, 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 the press release attached to this Current Report on Form 8-K as Exhibit 99.1, the press release contains 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 regarding these forward-looking statements.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

EXHIBIT

NUMBER DESCRIPTION

99.1

Press Release Dated August 24, 2026

104 Cover Page Interactive Data File (embedded within 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 24, 2026 Ephraim Starr

Senior Vice President, General Counsel and Secretary

EX-99.1

Filename: pressreleasedatedaugust2.htm · Sequence: 2

pressreleasedatedaugust2

AZENTA ANNOUNCES LEADERSHIP TRANSITION Current Director Dr. Martin Madaus Appointed Interim CEO Company Reaffirms Previously Announced Fourth Quarter Fiscal 2026 Total Revenue Guidance BURLINGTON, Mass., August 24, 2026 – Azenta, Inc. (Nasdaq: AZTA) (“Azenta” or “the Company”) today announced that current member of the Board of Directors (the “Board”) Dr. Martin Madaus has been appointed interim President and CEO, and that John Marotta has resigned as an executive officer and director of the Company. Dr. Madaus has served in multiple CEO roles in the diagnostics and life science tools industry and joined the Azenta Board in 2024 – making him the ideal individual to lead the Company during this transition. He is a Senior Operating Executive at the Carlyle Group Inc. (Nasdaq: CG) and has a proven track record of creating shareholder value in both public and private life science companies. Notably, he has served as Chairman, President and CEO of Millipore Corporation, Chairman and CEO of Ortho-Clinical Diagnostics, and President and CEO of Roche Diagnostics North America, a subsidiary of Roche Holding AG. The Board has retained leading search firm Heidrick & Struggles, and a search process for a permanent CEO is underway. Additionally, the Company is reaffirming its fourth quarter fiscal 2026 total revenue guidance previously issued on August 4, 2026. The Company now expects fourth quarter fiscal 2026 adjusted EBITDA to be impacted by a one-time approximately $3 million consulting expense that will be recorded in the fourth quarter. Excluding this one-time charge, the Company would be reaffirming adjusted EBITDA as well. Frank E. Casal, Chairman of the Azenta Board, said, “Azenta’s focus remains on executing our long-range strategic plan to drive profitable, sustainable value creation. The Board regularly analyzes the performance of our core business units and will continue to evaluate which areas merit targeted reinvestments, while also maintaining a disciplined approach to capital deployment. As discussed on our third quarter earnings call earlier this month, we have seen notable progress in terms of revenue and profitability, and the Board is confident that Martin is the ideal choice to help build on this positive momentum and guide Azenta during this transition period. His track record of successful leadership in our sector speaks for itself, and we believe his deep familiarity with our businesses from his time on the Board will help allow for a seamless transition for our customers, partners, and employees.” Dr. Madaus said, “I am pleased to be taking on this role and look forward to leading Azenta as we continue to focus on disciplined execution and advancing key initiatives in support of our strategic plan. I have long admired Azenta as a leader in the space and believe that, with the support of the Company’s incredibly talented team, we can accelerate our efforts to meet our commitments and deliver value for shareholders.” Mr. Casal continued, “On behalf of the Board, I would like to thank John for his contributions to Azenta.” Dr. Martin Madaus Full Biography Dr. Martin Madaus has more than 30 years of leadership experience in diagnostics and life science tools, both as an executive and a board member. He is a Senior Operating Executive at the Carlyle Group Inc. (Nasdaq: CG), a global investment firm with $485 billion in assets under management. In addition to the Board of Azenta, he also currently serves as Chair of the Board of Repligen Corporation and as a director at Haemonetics Corporation (NYSE: HAE). He previously served as Chairman and CEO at Ortho-Clinical Diagnostics (now QuidelOrtho Corporation), Chairman, President and CEO of Millipore Corporation, and President and CEO of Roche Diagnostics North America, a subsidiary of Roche Holding AG (SWX: ROG). He earned a Doctor of Veterinary Medicine Degree from the University of Munich, Germany, and a Ph.D. in Veterinary Medicine from the Veterinary University of Hannover, Germany.

"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, the Company’s long-range plan, the Company’s analyses of its core business units and its investments and capital deployment and the Company’s expectations with respect to Dr. Madaus’ role as Interim President and CEO and his impact on the Company’s business, customers, partners, employees and shareholders. 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 ensure a smooth CEO transition; 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 MEDIA CONTACT: Joe Germani / Dan Zacchei Longacre Square Partners LSP-Azenta@Longacresquare.com

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