Form 8-K

8-K — Embecta Corp.

Accession: 0000947871-26-000546

Filed: 2026-05-15

Period: 2026-05-15

CIK: 0001872789

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Completion of Acquisition or Disposition of Assets

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ss6329586_8k.htm (Primary)

EX-99.1 — PRESS RELEASE, DATED MAY 15, 2026 (ss6329586_ex9901.htm)

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8-K — CURRENT REPORT

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2026-05-15

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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):

May 15, 2026

EMBECTA

CORP.

(Exact name of registrant as specified in

its charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-41186

(Commission File Number)

87-1583942

(IRS Employer

Identification No.)

300 Kimball Drive, Suite 300, Parsippany, New Jersey

(Address of principal executive offices)

07054

(Zip Code)

Registrant’s telephone number, including area code: (862) 401-0000

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 (see General Instruction A.2. below):

☐ Written

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

☐ Soliciting

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

☐ Pre-commencement

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

☐ Pre-commencement

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

Title of each class

Trading symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.01 per share

EMBC

The Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

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 ☐

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. ☐

Item 2.01 Completion of Acquisition or Disposition of Assets.

On May 15, 2026, Embecta Corp. (“embecta”) completed its previously

announced acquisition (the “Transaction”) of all of the issued share capital of Owen Mumford Holdings Limited (“Owen

Mumford”), a privately held, UK-based innovator and manufacturer of medical devices and drug-delivery technologies. The Transaction

was completed pursuant to an Agreement for the Sale and Purchase of Owen Mumford Holdings Limited (the “Purchase Agreement”),

dated as of March 19, 2026, between embecta and Mark Owen, Adam Mumford (in his individual capacity and in his capacity as trustee of

the Mumford Family 2026 Trust), Anne Mumford (in her capacity as trustee of the Mumford Family 2026 Trust), Ellen Owen, Kim Priddis and

Nancy Millington.

Pursuant to the terms and conditions of the Purchase Agreement, embecta

acquired Owen Mumford for an upfront cash payment of £100 million at closing (subject to customary adjustments, including for closing

net cash) and will pay up to an additional £50 million upon the achievement of certain commercial milestones related to sales of

the Aidaptus® next-generation auto-injector platform through the period ending June 30, 2029.

The foregoing description of the Purchase Agreement and the Transaction

does not purport to be complete and is subject to, and qualified by reference in its entirety to the full text of the Purchase Agreement,

a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange

Commission (the “SEC”) on March 20, 2026 and is incorporated herein by reference.

Item

7.01 Regulation FD Disclosure.

On May 15, 2026, embecta issued a press release announcing the completion

of the Transaction, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(a) Financial

Statements of Business Acquired

The financial

statements required by Item 9.01(a) of Form 8-K will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar

days following the date on which this Current Report on Form 8-K was required to be filed pursuant to Item 2.01.

(b) Pro Forma

Financial Information

The pro forma

financial information required by Item 9.01(b) of Form 8-K will be filed by amendment to this Current Report on Form 8-K no later than

71 calendar days following the date on which this Current Report on Form 8-K was required to be filed pursuant to Item 2.01.

(d) Exhibits

2.1

Agreement for the Sale and Purchase of Owen Mumford Holdings Limited, dated March 19, 2026, among Embecta Corp. and the Sellers listed in Schedule 1 thereto (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by embecta with the SEC on March 20, 2026).

99.1

Press Release, dated May 15, 2026.

104

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

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 hereunto duly authorized.

Date: May 15, 2026 EMBECTA CORP.

By: /s/ Jeff Mann

Jeff Mann

Senior Vice President, General Counsel & Product

Development, and Corporate Secretary

EX-99.1 — PRESS RELEASE, DATED MAY 15, 2026

EX-99.1

Filename: ss6329586_ex9901.htm · Sequence: 2

embecta Completes Acquisition of Owen Mumford Holdings Limited

PARSIPPANY,

N.J., May 15, 2026 -- Embecta Corp. ("embecta") (Nasdaq: EMBC), a global leader in diabetes care technology, today announced that it has completed its previously announced transaction to acquire Owen Mumford Holdings Limited ("Owen Mumford"), a privately held, UK-based innovator and manufacturer of medical devices and drug delivery technologies.

On March 19, 2026, the two companies announced a definitive agreement

for embecta to acquire Owen Mumford for an upfront cash payment of £100 million and up to an additional £50 million in

performance-based payments based on net sales of the Aidaptus® next generation auto-injector platform in the three-year

period following the closing.

The transaction accelerates embecta's strategic transformation into a broad-based medical supplies company which provides drug delivery platforms to pharmaceutical companies and serves chronic care patients in the obesity, diabetes, autoimmune diseases and anaphylaxis markets. It provides embecta a differentiated drug-delivery platform designed to support pharmaceutical partners across multiple therapeutic areas and a strong underlying intellectual property portfolio, including the next-generation Aidaptus® auto-injector platform. It further adds a product portfolio of chronic care devices and leverages core manufacturing strengths in high volume medical products by combining Owen Mumford's device design, molding and assembly capabilities in drug-delivery systems with embecta's global commercial and distribution infrastructure, and large-scale manufacturing expertise, creating opportunities for expanding geographic reach and operational efficiencies.

About embecta

embecta is a global company that is advancing its 100-year legacy in insulin delivery to become a broad-based medical supplies company, helping to improve lives through innovative solutions, partnerships, and the passion of approximately 2,500 employees around the globe. For more information, visit embecta.com or follow our social channels on LinkedIn, Facebook, and Instagram.

About Owen Mumford

Founded in 1952 and headquartered in Oxfordshire,

United Kingdom, Owen Mumford is a medical technology company with more than 70 years of innovation in healthcare device development.

The company has built a strong reputation as a trusted partner to pharmaceutical and biotechnology companies, developing drug delivery

technologies that support the administration of complex therapies, including its next-generation Aidaptus® auto-injector platform designed

to enable future pharmaceutical partnerships. In addition to its drug delivery capabilities, Owen Mumford also offers a portfolio of

medical devices used in chronic care and point-of-care applications, including self-injection, diagnostics and other patient-focused

healthcare solutions distributed in markets around the world.

SAFE HARBOR STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This press release contains express or implied "forward-looking

statements" as that term is defined in the Private Securities Litigation Reform Act of 1995 and other securities laws. These forward-looking

statements concern our current expectations regarding strategic direction and priorities and expectations regarding our acquisition of

Owen Mumford. These forward-looking statements are subject to various known and unknown risks, uncertainties and other factors, and you

should not rely upon them except as statements of our present intentions and of our present expectations, which may or may not occur.

When we use words such as “believes,” “expects,” “anticipates,” “estimates,” “intends,”

“plans,” “pursue,” “will,” “goal” or similar expressions, we are making forward-looking

statements. Although we believe that our forward-looking statements are based on reasonable assumptions, our expected results may not

be achieved, and actual results may differ materially from our expectations. In addition, important factors that could cause actual results

to differ from expectations include, among others, the risks described in our periodic reports filed with the Securities and Exchange

Commission, including under the caption “Risk Factors” in our most recent Annual Report on Form 10-K, as further updated by

our Quarterly Reports on Form 10-Q we have filed or will file hereafter. Except as required by law, we undertake no obligation to update

any forward-looking statements appearing in this release.

Contacts

Media

Investors

Christian Glazar

Pravesh Khandelwal

Sr. Director, Corporate Communications

VP, Head of Investor Relations

908-821-6922

551-264-6547

Contact Media Relations

Contact IR

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