Form 8-K

8-K — Azenta, Inc.

Accession: 0001628280-26-030677

Filed: 2026-05-05

Period: 2026-05-05

CIK: 0000933974

SIC: 3559 (SPECIAL INDUSTRY MACHINERY, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — azta-20260505.htm (Primary)

EX-99.1 (azta-2026q226erxexx991.htm)

GRAPHIC (a011a.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: azta-20260505.htm · Sequence: 1

azta-20260505

0000933974FALSE00009339742026-05-052026-05-05

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 5, 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 May 5, 2026, Azenta, Inc. (“Azenta” or the “Company”) announced via press release its financial results for the fiscal quarter ended March 31, 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 May 5, 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: May 5, 2026 Ephraim Starr

Senior Vice President, General Counsel and Secretary

EX-99.1

Filename: azta-2026q226erxexx991.htm · Sequence: 2

Document

Exhibit 99.1

Azenta Reports Second Quarter Results for Fiscal 2026, Ended March 31, 2026, Updates Full Year Fiscal 2026 Guidance, and Extends Long-Range Plan to 2029

•FY’26 total reported revenue from continuing operations to range between approximately $603 to $621 million

•FY'26 organic revenue is now expected to range from down approximately 2% to up 1%, compared to prior guidance of 3% to 5% growth

•FY'26 Adjusted EBITDA margin is now expected to range from down approximately 125 basis points to flat, compared to prior expectations of approximately 300 basis points of expansion

•Long-range plan timing updated to 2029 versus 2028 before in connection with revised 2026 guidance. Market opportunities, strategic priorities, and value creation framework remain intact.

BURLINGTON, Mass., May 5, 2026 (PR Newswire) – Azenta, Inc. (Nasdaq: AZTA) today reported financial results for the second quarter ended March 31, 2026.

The results of B Medical Systems are treated as discontinued operations and reflected in total diluted EPS, following the Company’s announcement in the first fiscal quarter of 2025 of its intention to pursue a sale and the entry into a definitive agreement to sell the business.

Quarter Ended

Dollars in millions, except per share data March 31, December 31, March 31, Change

2026 2025

2025(1)

Prior Qtr Prior Yr.

Revenue from Continuing Operations $ 145 $ 149 $ 143 (3) % 1 %

Organic growth (3) %

Sample Management Solutions $ 81 $ 81 $ 80 (0) % 2 %

Multiomics $ 64 $ 67 $ 64 (5) % 0 %

Diluted EPS Continuing Operations $ (3.41) $ (0.11) $ (0.43) NM NM

Diluted EPS Total $ (3.49) $ (0.34) $ (1.04) NM NM

Non-GAAP Diluted EPS Continuing Operations $ (0.04) $ 0.09 $ 0.01 NM NM

Adjusted EBITDA - Continuing Operations $ 8 $ 13 $ 12 (39) % (36) %

Adjusted EBITDA Margin - Continuing Operations 5.4 % 8.5 % 8.5 %

(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

“Our second quarter results fell short of our expectations, reflecting both execution gaps and a more cautious demand environment, particularly in North America,” said John Marotta, President and CEO of Azenta Life Sciences. “As a result, we have revised our fiscal 2026 outlook and taken decisive actions to strengthen execution, reinforce operational discipline, and improve visibility across the business. At the same time, we saw areas of resilience, including continued growth in Sample Repository Solutions and Consumables and Instruments, reinforcing the strength of our recurring revenue offerings.

In 2026, our priority is the transformation of our Multiomics business, with a focus on strengthening commercial execution, optimizing our operating footprint, and improving productivity through Azenta Business System. We have strengthened leadership and are increasing operational rigor to drive greater accountability and consistency across the organization.

Given the updated 2026 outlook, we are extending the timeline of our long‑range plan targets from 2028 to 2029. This reflects a disciplined and prudent approach to execution in the current environment and, while postponing achievement of the financial targets, does not change our confidence in our strategy. While near‑term conditions remain measured, we continue to see a compelling long‑term market opportunity and believe the actions underway position Azenta for improved execution, greater consistency, and profitable long‑term value creation.”

Second Quarter Fiscal 2026 Results - Continuing Operations

•Revenue was $145 million, up 1% year over year. Organic revenue, which excludes a 3-percentage point impact from foreign exchange and a 1-percentage point from the acquisition of UK Biocentre Limited, declined 3% year over year, reflecting lower revenue in Multiomics and in Sample Management Solutions.

•Sample Management Solutions revenue was $81 million, up 2% over year.

◦Organic revenue, which excludes the impact from foreign exchange and the contribution from the acquisition of UK Biocentre Limited, declined 3%, mainly driven by lower revenue in Core Products, particularly in Automated Stores and Cryogenic Systems, partially offset by higher revenue in Sample Repository Solutions, Product Services and Consumables and Instruments.

•Multiomics revenue was $64 million, flat year over year.

◦Organic revenue, which excludes the impact from foreign exchange, was down 2% year over year, primarily driven by lower Sanger Sequencing revenue, partially offset by higher revenue in Next Generation Sequencing and Gene Synthesis.

Summary of GAAP Earnings Results - Continuing Operations

•Operating loss was $165.8 million. Operating margin was (114.5%), down 102% year over year.

◦Gross margin was 42.8%, down 96 basis points year over year, driven by lower fixed-cost absorption from reduced volumes in North America, as well as costs related to Automated Stores rework, and an increase in inventory reserves recorded during the period.

◦Operating expenses in the quarter were $228 million, up 181% year-over-year, primarily driven by a non-cash goodwill impairment charge of $149 million. The increase also reflects higher research and development expenses, partially offset by lower selling, general and administrative expenses and lower restructuring charges.

•Total other income included $4 million of net interest income and $4 million gain related to the non-cash settlement of a preexisting contractual relationship with UK Biocentre Limited, versus $4 million and $1 million, respectively, in the prior year period.

•Diluted EPS from continuing operations was ($3.41) compared to ($0.43) in the second quarter of fiscal year 2025. Diluted EPS from discontinued operations was ($0.08), compared to ($0.61) a year ago. Total diluted EPS was ($3.49), compared to ($1.04) a year ago.

Summary of Non-GAAP Earnings Results - Continuing Operations

•Adjusted operating loss was $7.0 million. Adjusted operating margin was (4.9%), a decrease of 300  basis points year over year.

◦Adjusted gross margin was 44.3%, down 110 basis points compared to the second quarter of fiscal 2025, driven by lower fixed-cost absorption from reduced volumes in North America, costs related to Automated Stores rework, and an increase in inventory reserves recorded during the period.

◦Adjusted operating expenses in the quarter were $71 million, up 5% year over year, driven by higher research and development costs and higher selling, general and administrative expenses.

•Adjusted EBITDA was $7.8 million, and Adjusted EBITDA margin was 5.4%, a decrease of 320 basis points year over year.

•Non-GAAP Diluted EPS was ($0.04), compared to $0.01 one year ago.

Cash and Liquidity as of March 31, 2026

•The Company ended the quarter with a total balance of cash, cash equivalents, restricted cash and marketable securities of $565 million.

•Operating cash flow was $12 million in the quarter. Capital expenditures were $7 million, and free cash flow (cash flow from operations less capital expenditures) was $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. We are not obligated to acquire any particular amount of common stock under the 2025 Repurchase Program, and share repurchases may be commenced or suspended at any time at our discretion. As of the date of this press release , there have been no repurchases under the 2025 Repurchase Program.

Updated Fiscal 2026 Guidance – Continuing Operations

•The Company now expects total reported revenue from continuing operations to range between approximately $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 between down approximately 2% to up 1% relative to fiscal 2025, compared to prior guidance of 3% to 5% growth.

◦Organic revenue for Sample Management Solutions is now expected to grow approximately low-single-digits, versus prior expectations of mid-single-digit growth.

◦Organic revenue for Multiomics is now expected to decline approximately mid-single-digits, versus prior expectations of low-single-digit growth.

•Adjusted EBITDA margin is now expected to decline in a range of approximately 125 basis points to flat relative to fiscal 2025, compared to prior expectations of approximately 300 basis points expansion. This outlook excludes an expected dilution of approximately 35 basis points from the UK Biocentre acquisition.

•Free Cash flow (cash flow from operations less capital expenditures) is now expected to improve approximately 10% to 15% year-over-year, compared to prior expectations of approximately 30% improvement.

Long-Range Plan Update

•In connection with the revised 2026 outlook, the Company is extending the timeline of its long-range plan by one year, from 2028 to 2029. The Company continues to believe in the strength of its market opportunities, strategic priorities, and long-term value creation framework.

Sale of B Medical Systems

•On December 23, 2025, we entered into a definitive Sale and Purchase Agreement with Thelema S.À R.L. for the sale of B Medical Systems business, for a purchase price of $63 million. As previously disclosed, the transaction was expected to close on or before March 31, 2026, subject to the satisfaction of customary closing conditions, including the buyer securing required financing. On March 27, 2026, the Company was informed by Thelema that it has not yet secured the financing required to complete the transaction and, as a result, the transaction did not close by March 31, 2026. Thelema has indicated that it requires additional time to complete its financing arrangements. The transaction remains subject to the satisfaction of all closing conditions, including the buyer securing the required financing, and there can be no assurance that the transaction will be completed on a revised timeline or at all. The parties have not amended or terminated the agreement as of the date of this press release.

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 costs, 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 second quarter fiscal 2026 earnings conference call on May 06, 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

The Company supplements its GAAP financial measures with certain non-GAAP financial measures to provide investors a better perspective on the results of business operations, which the Company believes is more comparable to the similar analyses provided by its peers. These measures are not presented in accordance with, nor are they a substitute for, U.S. generally accepted accounting principles, or GAAP. These measures should always be considered in conjunction with appropriate GAAP measures. A reconciliation of non-GAAP measures to the most nearly comparable GAAP measures is included at the end of this release following the consolidated balance sheets and statements of operations. Certain amounts in the tables that supplement the consolidated financial statements may not sum due to rounding. All percentages are calculated using unrounded amounts.

“Safe Harbor Statement” under Section 21E of the Securities Exchange Act of 1934

Some statements in this release are forward-looking statements made under Section 21E of the Securities Exchange Act of 1934. 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; uncertainty regarding the timing or completion of the B Medical Systems divestiture; 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

March 31, Six Months Ended

March 31,

2026 2025 2026 2025

Revenue

Products $ 37,642 $ 41,955 $ 78,726 $ 85,782

Services 107,153 101,383 214,711 204,992

Total revenue 144,795 143,338 293,437 290,774

Cost of revenue

Products 22,122 24,994 46,871 49,035

Services 60,638 55,561 120,825 110,137

Total cost of revenue 82,760 80,555 167,696 159,172

Gross profit 62,035 62,783 125,741 131,602

Operating expenses

Research and development 9,433 7,602 18,622 14,715

Selling, general and administrative 67,887 69,795 128,498 139,771

Impairment of goodwill and intangible assets 149,083 — 149,083 —

Restructuring charges 1,422 3,580 2,565 4,011

Total operating expenses 227,825 80,977 298,768 158,497

Operating loss (165,790) (18,194) (173,027) (26,895)

Other income

Interest income, net 4,387 4,489 9,485 8,787

Other income, net 4,059 1,158 4,138 2,362

Loss from continuing operations before income taxes (157,344) (12,547) (159,404) (15,746)

Income tax (benefit) expense (323) 7,243 2,807 11,117

Loss from continuing operations (157,021) (19,790) (162,211) (26,863)

Loss from discontinued operations, net of tax (3,777) (27,871) (14,019) (31,790)

Net loss $ (160,798) $ (47,661) $ (176,230) $ (58,653)

Basic net loss per share:

Loss from continuing operations $ (3.41) $ (0.43) $ (3.53) $ (0.59)

Loss from discontinued operations, net of tax $ (0.08) $ (0.61) $ (0.30) $ (0.70)

Basic net loss per share $ (3.49) $ (1.04) $ (3.83) $ (1.29)

Diluted net loss per share:

Loss from continuing operations $ (3.41) $ (0.43) $ (3.53) $ (0.59)

Loss from discontinued operations, net of tax $ (0.08) $ (0.61) $ (0.30) $ (0.70)

Diluted net loss per share $ (3.49) $ (1.04) $ (3.83) $ (1.29)

Weighted average shares used in computing net loss per share:

Basic 46,063 45,732 45,995 45,658

Diluted 46,063 45,732 45,995 45,658

AZENTA, INC.

CONSOLIDATED BALANCE SHEETS

(unaudited)

(In thousands, except share and per share data)

March 31,

2026 September 30,

2025

Assets

Current assets

Cash and cash equivalents $ 234,033 $ 279,783

Short-term marketable securities 146,484 61,137

Accounts receivable, net of allowance for expected credit losses ($4,481and $4,649, respectively) 131,318 142,181

Inventories 78,510 74,956

Short-term restricted cash 2,410 2,359

Refundable income taxes 6,838 9,728

Prepaid expenses and other current assets 50,214 64,660

Current assets held for sale 77,178 73,535

Total current assets 726,985 708,339

Property, plant and equipment, net 171,832 153,954

Long-term marketable securities 177,831 201,585

Long-term deferred tax assets 501 726

Operating lease right-of-use assets 59,451 54,048

Goodwill 552,396 702,395

Intangible assets, net 92,107 101,814

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

Other assets 8,814 6,115

Noncurrent assets held for sale 68,372 85,006

Total assets $ 1,903,889 $ 2,059,582

Liabilities and stockholders' equity

Current liabilities

Accounts payable $ 33,136 $ 37,722

Deferred revenue 39,013 31,569

Derivative liability 29,615 33,420

Accrued warranty and retrofit costs 4,157 4,713

Accrued compensation and benefits 29,146 35,799

Accrued customer deposits 36,217 26,499

Accrued income taxes payable 8,753 9,416

Accrued expenses and other current liabilities 45,739 30,268

Current liabilities held for sale 31,416 28,268

Total current liabilities 257,192 237,674

Long-term deferred tax liabilities 15,747 18,245

Long-term operating lease liabilities 55,711 51,244

Other long-term liabilities 10,892 11,142

Noncurrent liabilities held for sale 9,670 14,291

Total liabilities 349,212 332,596

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, 59,553,293 shares issued and 46,091,424 shares outstanding at March 31, 2026; 59,320,848 shares issued and 45,858,979 shares outstanding at September 30, 2025 596 594

Additional paid-in capital 538,782 529,605

Accumulated other comprehensive loss (27,471) (22,213)

Treasury stock, at cost - 13,461,869 shares at March 31, 2026 and September 30, 2025 (200,956) (200,956)

Retained earnings 1,243,726 1,419,956

Total stockholders' equity 1,554,677 1,726,986

Total liabilities and stockholders' equity $ 1,903,889 $ 2,059,582

AZENTA, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(In thousands)

Six Months Ended March 31,

2026 2025

Cash flows from operating activities

Net loss $ (176,230) $ (58,653)

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

Depreciation and amortization 27,650 32,053

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 15,965 31,848

Inventory write-downs and other asset write-offs 1,883 4,326

Stock-based compensation 10,420 13,453

Amortization and accretion on marketable securities (682) (983)

Deferred income taxes (5,298) (4,183)

Loss (gain) on disposals of property, plant and equipment 19 (7)

Changes in operating assets and liabilities:

Accounts receivable 8,541 6,713

Inventories (6,700) (5,780)

Accounts payable (4,380) 1,981

Deferred revenue 7,141 12,042

Accrued warranty and retrofit costs (122) 343

Accrued compensation and tax withholdings (6,245) (1,956)

Accrued restructuring costs 506 1,547

Other assets and liabilities 15,338 11,457

Net cash provided by operating activities 33,031 44,201

Cash flows from investing activities

Purchases of property, plant and equipment (13,595) (15,158)

Purchases of marketable securities (328,835) (236,237)

Sales and maturities of marketable securities 266,470 184,636

Acquisition of UK Biocentre, net of cash acquired (9,688) —

Proceeds from other investment — 2,130

Net investment hedge settlement — 3,043

Deposit received for the sale of B Medical Systems business 9,000 —

Net cash used in investing activities (76,648) (61,586)

Cash flows from financing activities

Proceeds from issuance of common stock 1,179 1,553

Payments of finance leases (411) (457)

Withholding tax payments on net share settlements on equity awards (2,420) —

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

Net cash used in financing activities (1,652) (10,280)

Effects of exchange rate changes on cash, cash equivalents and restricted cash (2,128) (4,459)

Net decrease in cash, cash equivalents and restricted cash (47,397) (32,124)

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

Cash, cash equivalents and restricted cash, end of period $ 249,288 $ 288,866

Supplemental disclosures:

Cash paid / (received) for income taxes, net $ 3,466 $ (4,594)

Purchases of property, plant and equipment included in accounts payable and accrued expenses $ 5,296 $ 5,773

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

March 31,

2026 September 30,

2025

Cash and cash equivalents of continuing operations $ 234,033 $ 279,783

Cash included in current assets held for sale 8,763 13,206

Short-term restricted cash 2,410 2,359

Long-term restricted cash included in other assets 4,082 1,337

Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows $ 249,288 $ 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, non-recurring 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

March 31, 2026 December 31, 2025

March 31, 2025(*)

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

Net loss from continuing operations $ (157,021) $ (3.41) $ (5,190) $ (0.11) $ (19,790) $ (0.43)

Adjustments:

Amortization of completed technology 2,076 0.05 1,860 0.04 2,308 0.05

Amortization of other intangible assets 3,563 0.08 3,551 0.08 3,803 0.08

Transformation costs(1)

440 0.01 1,202 0.03 5,183 0.11

Restructuring charges 1,422 0.03 1,143 0.02 3,580 0.08

Impairment of goodwill and intangible assets(2)

149,083 3.24 — — — —

Merger and acquisition costs(3)

2,175 0.05 13 0.00 688 0.02

Non-recurring other income(4)

(3,858) (0.08) — — (2,130) (0.05)

Tax adjustments(5)

— — — — 6,900 0.15

Tax effect of adjustments 331 0.01 1,570 0.03 98 0.00

Other adjustments 13 0.00 13 0.00 (17) 0.00

Non-GAAP adjusted net income (loss) from continuing operations $ (1,776) $ (0.04) $ 4,162 $ 0.09 $ 623 $ 0.01

Stock-based compensation, pre-tax 6,268 0.14 3,862 0.08 8,031 0.18

Tax rate 13 % — 13 % — 17 % —

Stock-based compensation, net of tax 5,453 0.12 3,360 0.07 6,690 0.15

Non-GAAP adjusted net income excluding stock-based compensation - continuing operations $ 3,677 $ 0.08 $ 7,522 $ 0.16 $ 7,313 $ 0.16

Shares used in computing non-GAAP diluted net income per share 46,063 45,929 45,732

Six Months Ended

March 31, 2026

March 31, 2025(*)

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

Net loss from continuing operations $ (162,211) $ (3.53) $ (26,863) $ (0.59)

Adjustments:

Amortization of completed technology 3,935 0.09 3,808 0.08

Amortization of other intangible assets 7,113 0.15 8,376 0.18

Transformation costs(1)

1,642 0.04 8,229 0.18

Restructuring charges 2,565 0.06 4,011 0.09

Impairment of goodwill and intangible assets(2)

149,083 3.24 — —

Merger and acquisition costs(3)

2,188 0.05 2,258 0.05

Non-recurring other income(4)

(3,858) (0.08) (2,130) (0.05)

Tax adjustments(5)

— — 7,300 0.16

Tax effect of adjustments 1,901 0.04 1,106 0.02

Other adjustments 26 0.00 (9) 0.00

Non-GAAP adjusted net income from continuing operations $ 2,384 $ 0.05 $ 6,086 $ 0.13

Stock-based compensation, pre-tax 10,130 0.22 12,904 0.28

Tax rate 13% — 17 % —

Stock-based compensation, net of tax 8,813 0.19 10,710 0.23

Non-GAAP adjusted net income excluding stock-based compensation - continuing operations $ 11,197 $ 0.24 $ 16,796 $ 0.37

Shares used in computing non-GAAP diluted net income per share 45,995 45,658

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

(1)Transformation costs represent non-recurring expenses for strategic projects with anticipated long-term benefits to the Company focused on cost reduction and productivity improvement that do not meet the definition of restructuring charges. These costs are directed at simplifying, standardizing, streamlining, and optimizing the Company’s operations, processes and systems to permanently alter the Company’s operations for the long term. For a project to be considered transformational, successful completion of the project must be expected to bring long-term material benefits to the organization and involve significant changes to process and/or underlying technology. Transformation costs primarily relate to one time asset write downs associated with changes in technology, one time inventory write downs relating to restructuring actions, and third-party consulting costs associated with process and systems re-design.

(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)Includes expenses related to governance-related matters.

(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 gains.

(5)Tax adjustments for the three and six months ended March 31, 2025 are primarily driven by $6.4 million of tax expenses related to a one-time repatriation of historical earnings from China.

Quarter Ended Six Months Ended

Dollars in thousands March 31, 2026 December 31, 2025

March 31, 2025(*)

March 31, 2026

March 31, 2025(*)

GAAP net loss $ (160,798) $ (15,432) $ (47,661) $ (176,230) $ (58,653)

Less: Loss from discontinued operations (3,777) (10,242) (27,871) (14,019) (31,790)

GAAP net loss from continuing operations (157,021) (5,190) (19,790) (162,211) (26,863)

Adjustments:

Interest income, net (4,387) (5,098) (4,489) (9,485) (8,787)

Income tax expense (323) 3,130 7,243 2,807 11,117

Depreciation 8,338 8,207 7,818 16,545 15,297

Amortization of completed technology 2,076 1,860 2,308 3,935 3,808

Amortization of other intangible assets 3,563 3,551 3,803 7,113 8,376

Earnings before interest, taxes, depreciation and amortization - Continuing operations $ (147,754) $ 6,460 $ (3,107) $ (141,296) $ 2,948

Quarter Ended Six Months Ended

Dollars in thousands March 31, 2026 December 31, 2025

March 31, 2025(*)

March 31, 2026

March 31, 2025(*)

Earnings before interest, taxes, depreciation and amortization - Continuing operations $ (147,754) $ 6,460 $ (3,107) $ (141,296) $ 2,948

Adjustments:

Stock-based compensation 6,268 3,862 8,031 10,130 12,904

Restructuring charges 1,422 1,143 3,580 2,565 4,011

Impairment of goodwill and intangible assets(1)

149,083 13 — 149,083 —

Merger and acquisition costs(2)

2,175 1,202 688 2,188 2,258

Transformation costs(3)

440 12 5,183 1,642 8,229

Non-recurring other income(4)

(3,858) — (2,130) (3,858) (2,130)

Adjusted earnings before interest, taxes, depreciation and amortization - Continuing operations $ 7,776 $ 12,692 $ 12,245 $ 20,454 $ 28,220

(*)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)Includes expenses related to governance-related matters.

(3)Transformation costs represent non-recurring expenses for strategic projects with anticipated long-term benefits to the Company focused on cost reduction and productivity improvement that do not meet the definition of restructuring charges. These costs are directed at simplifying, standardizing, streamlining, and optimizing the Company’s operations, processes and systems to permanently alter the Company’s operations for the long term. For a project to be considered transformational, successful completion of the project must be expected to bring long-term material benefits to the organization and involve significant changes to process and/or underlying technology. Transformation costs primarily relate to one time asset write downs associated with changes in technology, one time inventory write downs relating to restructuring actions, and third-party consulting costs associated with process and systems re-design.

Quarter Ended

Dollars in thousands March 31, 2026 December 31, 2025

March 31, 2025(*)

GAAP gross profit $ 62,035 42.8 % $ 63,706 42.9 % $ 62,783 43.8 %

Adjustments:

Amortization of completed technology 2,076 1.4 % 1,860 1.3 % 2,308 1.6 %

Other Adjustments — — % — — % (9) (0.0 %)

Non-GAAP adjusted gross profit $ 64,111 44.3 % $ 65,566 44.1 % $ 65,082 45.4 %

Six Months Ended

Dollars in thousands March 31, 2026

March 31, 2025(*)

GAAP gross profit $ 125,741 42.9 % $ 131,602 45.3 %

Adjustments:

Amortization of completed technology 3,935 1.3 % 3,808 1.3 %

Transformation costs(1)

— — % 52 0.0 %

Non-GAAP adjusted gross profit $ 129,676 44.2 % $ 135,462 46.6 %

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

Sample Management Solutions Multiomics

Quarter Ended Quarter Ended

Dollars in thousands March 31,

2026 December 31,

2025

March 31, 2025(*)

March 31,

2026 December 31,

2025

March 31, 2025(*)

GAAP gross profit $ 37,084 45.7 % $ 35,785 43.9 % $ 36,147 45.3 % $ 24,951 39.2 % $ 27,921 41.5 % $ 26,636 41.9 %

Adjustments:

Amortization of completed technology 1,389 1.7 % 1,177 1.4 % 1,449 1.8 % 687 1.1 % 683 1.0 % 859 1.4 %

Other Adjustments — — % — — % (9) (0.0 %) — — % — — % — — %

Non-GAAP adjusted gross profit $ 38,473 47.4 % $ 36,962 45.4 % $ 37,587 47.1 % $ 25,638 40.2 % $ 28,604 42.6 % $ 27,495 43.3 %

Segment Total

Quarter Ended

Dollars in thousands March 31,

2026 December 31,

2025

March 31, 2025(*)

GAAP gross profit $ 62,035 42.8 % $ 63,706 42.9 % $ 62,783 43.8 %

Adjustments:

Amortization of completed technology 2,076 1.4 % 1,860 1.3 % 2,308 1.6 %

Other Adjustments — — % — — % (9) (0.0 %)

Non-GAAP adjusted gross profit $ 64,111 44.3 % $ 65,566 44.1 % $ 65,082 45.4 %

Sample Management Solutions Multiomics

Six Months Ended Six Months Ended

Dollars in thousands March 31, 2026

March 31, 2025(*)

March 31, 2026

March 31, 2025(*)

GAAP gross profit $ 72,867 44.8 % $ 75,290 46.8 % $ 52,874 40.4 % $ 56,312 43.4 %

Adjustments:

Amortization of completed technology 2,565 1.6 % 2,088 1.3 % 1,370 1.0 % 1,720 1.3 %

Transformation costs(1)

— — % 52 0.0 % — — % — — %

Non-GAAP adjusted gross profit $ 75,432 46.4 % $ 77,430 48.1 % $ 54,244 41.4 % $ 58,032 44.7 %

Segment Total

Six Months Ended

Dollars in thousands March 31, 2026

March 31, 2025(*)

GAAP gross profit $ 125,741 42.9 % $ 131,602 45.3 %

Adjustments:

Amortization of completed technology 3,935 1.3 % 3,808 1.3 %

Transformation costs(1)

— — % 52 0.0 %

Non-GAAP adjusted gross profit $ 129,676 44.2 % $ 135,462 46.6 %

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

Sample Management Solutions Multiomics

Quarter Ended Quarter Ended

Dollars in thousands March 31, 2026 December 31, 2025

March 31, 2025(*)

March 31, 2026 December 31, 2025

March 31, 2025(*)

GAAP operating income (loss) $ 1,668 $ 3,731 $ (1,236) $ (10,759) $ (5,044) $ (6,372)

Adjustments:

Amortization of completed technology 1,389 1,177 1,449 687 683 859

Transformation costs(1)

55 57 2,606 — — —

Other adjustments 3 12 (10) 5 — (23)

Non-GAAP adjusted operating income (loss) $ 3,115 $ 4,977 $ 2,809 $ (10,067) $ (4,361) $ (5,536)

Total Segments Corporate Total

Quarter Ended Quarter Ended Quarter Ended

Dollars in thousands March 31,

2026 December 31,

2025

March 31, 2025(*)

March 31,

2026 December 31,

2025

March 31, 2025(*)

March 31,

2026 December 31,

2025

March 31, 2025(*)

GAAP operating loss $ (9,091) $ (1,313) $ (7,608) $ (156,699) $ (5,924) $ (10,586) $ (165,790) $ (7,237) $ (18,194)

Adjustments:

Amortization of completed technology 2,076 1,860 2,308 — — — 2,076 1,860 2,308

Amortization of other intangible assets — — — 3,563 3,551 3,803 3,563 3,551 3,803

Transformation costs(1)

55 57 2,606 385 1,145 2,577 440 1,202 5,183

Restructuring charges — — — 1,422 1,143 3,580 1,422 1,143 3,580

Impairment of goodwill and intangible assets(2)

— — — 149,083 — — 149,083 — —

Merger and acquisition costs(3)

— — — 2,175 13 688 2,175 13 688

Other adjustments 8 12 (33) — — — 8 12 (33)

Non-GAAP adjusted operating income (loss) $ (6,952) $ 616 $ (2,727) $ (71) $ (72) $ 62 $ (7,023) $ 544 $ (2,665)

Sample Management Solutions Multiomics

Six Months Ended Six Months Ended

Dollars in thousands March 31, 2026

March 31, 2025(*)

March 31, 2026

March 31, 2025(*)

GAAP operating income (loss) $ 5,398 $ 2,786 $ (15,802) $ (9,566)

Adjustments:

Amortization of completed technology 2,565 2,088 1,370 1,720

Transformation costs(1)

112 2,709 — —

Other adjustments 17 (3) 5 3

Non-GAAP adjusted operating income (loss) $ 8,092 $ 7,580 $ (14,427) $ (7,843)

Total Segments Corporate Total

Six Months Ended Six Months Ended Six Months Ended

Dollars in thousands March 31, 2026

March 31, 2025(*)

March 31, 2026

March 31, 2025(*)

March 31, 2026

March 31, 2025(*)

GAAP operating loss $ (10,404) $ (6,780) $ (162,623) $ (20,115) $ (173,027) $ (26,895)

Adjustments:

Amortization of completed technology 3,935 3,808 — — 3,935 3,808

Amortization of other intangible assets — — 7,113 8,376 7,113 8,376

Transformation costs(1)

112 2,709 1,530 5,520 1,642 8,229

Restructuring charges — — 2,565 4,011 2,565 4,011

Impairment of goodwill and intangible assets(2)

— — 149,083 — 149,083 —

Merger and acquisition costs(3)

— — 2,188 2,258 2,188 2,258

Other adjustments 22 — — — 22 —

Non-GAAP adjusted operating income (loss) $ (6,335) $ (263) $ (144) $ 50 $ (6,479) $ (213)

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

benefits to the organization and involve significant changes to process and/or underlying technology. Transformation costs primarily relate to one time asset write downs associated with changes in technology, one time inventory write downs relating to restructuring actions, and third-party consulting costs associated with process and systems re-design.

(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)Includes expenses related to governance-related matters.

Sample Management Solutions Multiomics Azenta Total

Quarter Ended Quarter Ended Quarter Ended

Dollars in millions March 31,

2026 March 31,

2025 Change March 31,

2026 March 31,

2025 Change March 31,

2026 March 31,

2025 Change

Revenue $ 81 $ 80 2 % $ 64 $ 64 0 % $ 145 $ 143 1 %

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

Currency exchange rates (2) — (3) % (2) — (3) % (4) — (3) %

Organic revenue $ 78 $ 80 (3) % $ 62 $ 64 (2) % $ 140 $ 143 (3) %

Sample Management Solutions Multiomics Azenta Total

Six Months Ended Six Months Ended Six Months Ended

Dollars in millions March 31, 2026 March 31, 2025 Change March 31, 2026 March 31, 2025 Change March 31, 2026 March 31, 2025 Change

Revenue $ 163 $ 161 1 % $ 131 $ 130 1 % $ 293 $ 291 1 %

Acquisitions (1) — (1) % — — — % (1) — (0 %)

Currency exchange rates (4) — (3) % (3) — (2) % (7) — (2) %

Organic revenue $ 157 $ 161 (2) % $ 128 $ 130 (1) % $ 285 $ 291 (2) %

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