AZTA 10-K & 10-Q changes, risk factors and insider trading

An economic downturn in the United States and elsewhere, reductions in the level of government funding for scientific research, increases in interest rates, and inflation, among other factors, may cause our current or potential customers to delay or reduce purchases,purchases. whichThis could, in turn,could result in reductions in sales of our products and services,services and materially and adversely affectingaffect our results of operations and cash flows. Volatility and disruption of global financial markets could limit our customers' ability to obtain adequate financing to maintain operations and proceed with planned or new capital spending initiatives,initiatives. leadingThis could lead to a reduction in sales volume that could materially and adversely affectaffects our results of operations and cash flow. In addition, a decline in our customers' ability to pay as a result of an economic downturn may lead to increased difficulties in the collection of our accounts receivable, higher levels of reserves for doubtful accounts and write-offs of accounts receivable, and higher operating costs as a percentage of revenues.

We are subject to risks associated with publicPublic health threats and epidemics. Public health threats,epidemics, whether global or not,regional mayin scope, could materially adversely impactaffect our businessbusiness, markets, workforce, and markets,operations, includingas ourwell workforce and operations andas the operations of our customers, suppliers, and business partners. In particular, wesuch events may experienceresult materialin significant adverse financial or operational impacts,effects, including:

These impactseffects may be ofmore greater magnitudepronounced in certain jurisdictions in whichwhere we andor our customers operate that are more severely impacted by thesethe threatshealth threat or reactthat toimpose thestricter threatspublic withhealth moremeasures. stringent policies. WhileAlthough we have developed and implemented and continue to develop and implement health and safety protocols, business continuity plansplans, and crisis management protocolsprocedures in an effort to tryintended to mitigate the negativeadverse impacteffects healthof threatssuch events on our employees and our business,operations, there can be no assurance that wethese measures will be successfulfully in our effortseffective or that suchthey efforts maywill not have detrimentalproduce unintended consequences,negative andconsequences. asAccordingly, a result,significant public health threat or epidemic could have a material adverse effect on our business, financial conditioncondition, and results of operations may be materially and adversely affected by health threats and epidemics.operations.

Climate change presents risks to us and to our customers, with the risks expected to increase over time. Our products and services are subject to and affected by environmental regulation by federal, state, and local authorities in the United States and regulatory authorities with jurisdiction over our international operations. Future regulations or voluntary actions on our part in response to climate change could result in costly changes to our facilities to reduce carbon emissionsemissions. andThey could also increase energy costs as a result of switching to less carbon-intensive, but more expensive, sources of energy to operate our facilities and to transport and ship products and samples.samples, including potential carbon pricing or taxes. There can be no assurance that climate change or environmental regulation and response will not have a negative competitive impact on our ability to provide sample management, automated storage,storage systems, and genomic services or that economic returns will match the investments that we are making in the development of new products and services. We will likely face increasing complexity related to product design, the use of regulated materials, energy consumption and efficiency, and the reuse, recycling, or disposal of products and their components at end-of-use or useful life. There continues to be a lack of consistent climate legislation, which creates economic and regulatory uncertainty regarding future incentives for energy-efficiency and costs of compliance,compliance. whichThis may impact the demand for our products and services, our costs associated with providing our products and services, and our results of operations and financial condition. In addition, the potential physical impacts of climate change on our operations are highly uncertain and wouldcould bedisproportionately particular toaffect the geographic circumstanceslocations in areas in whichwhere we operate. These may include changes in global weather patterns, which could include local changes in rainfall and storm patterns and intensities, water shortages, changing sea levels, and changing temperature averages or extremes. These impacts may also adversely affect our properties,properties (e.g., sample storage facilities vulnerable to extreme weather), our business, financial condition and results of operations.

Currency exchange rate fluctuations could have an adverse effect on our sales, cost of sales and results of operations,operations. and weWe could experience losses with respect to forward exchange contracts into which we may enter. Unfavorable currency fluctuations could require us to increase prices for our products and services to customers, which could result in lower net sales. Alternatively, if we do not adjust the prices for our products and services in response to unfavorable currency fluctuations, our results of operations, including our margins, could be materially and adversely affected. In addition, most sales made by our foreign subsidiaries are denominated in the currency of the country in which these products are sold or these services are providedprovided. and theThe currency received in payment for such sales could be less valuable as compared to the U.S. dollar at the time of receipt as a result of exchange rate fluctuations. From time to time, we enter into forward exchange contracts and cross-currency swap agreements to reduce currency exposure. However, we cannot be certain that our efforts will be adequate to protect us against significant currency fluctuations or that such efforts will not expose us to additional exchange rate risks, which could materially and adversely affect our results of operations.

As of September 30, 2024,2025, we held approximately $124$119.6 million of cash and cash equivalents that is denominated in foreign currency, which represents a substantial portion of our current cash and cash equivalents balance. As a result of our significant foreign currency holdings, our financial results and capital ratios may be impacted by the movements in exchange rates, and a significant portion of our assets must be translated into U.S. dollars for external reporting purposes or converted into U.S. dollars to meet our strategic needs,needs and service obligations such as any future U.S. dollar-denominated indebtedness or dividends. We may seek to mitigate our exposure to currency exchange rate fluctuations, but our efforts may not be successful.

There has been an increased focus from investors, customers, employeesemployees, and other stakeholders concerning ESG matters, including addressing climate change, whichdiversity and inclusion, and ethical supply chains. This may result in increases in our costs to operate our business or restrict certain aspects of our activities.activities, such as genomics services involving sensitive data. The standards by which ESG efforts and related matters are measured are developing and evolving, and certainaffected areas are subject to assumptions that could change over time and the extent and severity of climate change impacts are unknown.time. In addition, we could be criticized for the scope of such initiatives or goals oror, conversely, perceived as not acting responsibly in connection with these matters. Any such matters could have a material adverse impact on our future results of operations, financial positionposition, and cash flows.

If we do not continue to introduce new products and services that reflect advances in technology in a timely and effective manner, our products and services may become obsoleteobsolete, and our operating results will suffer.

If we cannot succeed in responding in a timely and cost effectivecost-effective manner to technological and/or market changes or if the new products and services that we introduce do not achieve market acceptance, our competitive position would diminish which could materially harm our business and our prospects.

In fiscal year 2024, we announced a transformation initiative to reduce complexity and streamline processes across our organization designed to lead to reduced costs and increased profitability. We have identified and carried out initiatives and activities and we continue to review our operations to support the objectives of the transformation initiative. If we fail to complete any of these initiatives or activities, or if the results of these initiatives and activities do not lead to the cost savings we expect, our financial results could be negatively impacted.

During fiscal years ended September 30, 2024,2025, 20232024 and 2022,2023, approximately 44%,39%, 46%36% and 33%36%, respectively, of our revenue was derived from sales outside of North America. We expect that international sales, including increased sales in Asia and Africa,Asia, will continue to account for a significant portion of our revenue for the foreseeable future, and that in particular, the proportion of our sales to customers in China will increase, due in large part to our significant genomic services operation in China. Additionally,While we intendcontinue to investhave additionalgenomic resourcesservices in facilitiesoperations in China, whichwe willalso increasestarted ourprocesses globalto footprintmove certain operations outside of sales, service and repair operations.China. As a result of our international operations, we are exposed to many risks and uncertainties, including:

We have made in the past, and may make in the future, acquisitions or significant investments in businesses with complementary products, services and/or technologies. Our acquisitions,acquisitions present numerous risks, including:

A key part of our growth strategy is to continue expanding within the life science products and services markets. As part of this strategy, we expect to diversify our product sales and service revenue by leveraging our core technologies and making acquisitions of select businesses, products, services or technologies, which requires investments and resources which may not be available on favorable terms or at all. We cannot guarantee that we will be successful in leveraging our capabilities into the life sciences sample management and genomic services markets or identifying and successfully acquiring other businesses, products, services or technologies to meet all the needs of new customers and to compete favorably with other products and services. Because a significant portion of our growth potential may be dependent on our ability to increase sales within each of theour Sample Management Solutions, Multiomics,Solutions and B Medical SystemsMultiomics segments, our inability to successfully expand within the markets serviced by these segments may adversely impact future financial results.

The continuing service of our executive officers and essential engineering, scientific and management personnel, together with our ability to attract and retain such personnel, is an important factor in our continuing ability to execute our strategy. There is substantial competition to attract such employees and the loss of any such key employees could have a material adverse effect on our business and operating results. The same could be true if we were to experience a high turnover rate among engineering and scientific personnel and we were unable to replace them. Our ability to attract and retain employees may be negatively impacted by employees’ reactions to our policies,policies related to working remotely, particularly in the United States. Any failure to attract, recruit, train, retain, motivate and integrate qualified personnel, in particular our new President and Chief Executive Officer and Executive Vice President and Chief Financial Officer, could materially harm our strategic plan, operating results and growth prospects.

Unexpected events, including fires or explosions at our facilities, natural disasters, such as tornadoes, hurricanes andhurricanes, earthquakes, or extreme weather exacerbated by climate change, war or terrorist activities, unplanned power outages, supply disruptions and failure of equipment or systems, could adversely affect our reputation and results of operations. Our customers rely on us to securely store and timely retrieve and transport their critical samples, and these events could result in service disruptions, physical damage to one or more key storage facilities and the customer samples stored in those facilities, the temporary closure of one or more key operating facilities or the temporary disruption of service, each of which could negatively impact our reputation and results of operations. OurTwo primaryof our storage facilityfacilities isare located in Indianapolis, Indiana, an area of the United States that can be prone to tornadoes and other severe weather events.

We utilize certain critical information technology systems and networks, including those provided by third parties, to process, transmit and store electronic information in connection with our business, and more broadly for the effective operation of our business. These information systems include telecommunications, the internet, our corporate intranet, various computer hardware and software applications,applications (including AI-enabled tools), network communications and e-mail. These information systems may be owned and maintained by us, our outsourced providers, or other third parties such as vendors and contractors. As the use of digital technologies has increased, cybersecurity incidents, including deliberate attacks and attempts to gain unauthorized access to computer systems and networks, have increased in frequency and sophistication, and are becoming increasingly difficult to detect. These threats pose a risk to the security of our systems and networks and the confidentiality, availability, reliability, adequacy, and integrity of our data. There can be no assurance that we will be successful in preventing or detecting cybersecurity incidents and attacks, or successfully mitigating their effects.

Despite the implementation of security measures, our information technology systems and those provided to us by third parties are vulnerable to damage or disruption from hacking, computer viruses, malware,malware (including ransomware,ransomware), software bugs, unauthorized access, natural disasters, terrorism, war, and telecommunication, equipment, and electrical failures. Our inability to use or access these information systems at critical points in time, or unauthorized access to or acquisition of confidential or proprietary information, or personal data, could unfavorably impact our reputation and the timely and efficient operation of our business.

We have measures in place that are designed to prevent, and if necessary, to detect and respond to such cybersecurity incidents and breaches of privacy and security mandates. Our measures to prevent, detect, respond to, and minimize such risks may be unsuccessful. While we have not, to our knowledge, experienced any significant system failure, accident, or material cybersecurity incident to date, if such an event were to occur and cause interruptions in our operations or the operations of those third parties with which we contract, it could result in legal harm and a material disruption of our programs and our business operations, as well as our financial condition. To the extent that any disruption or cybersecurity incident results in the theft of our or third party funds, a loss of or damage to our data or applications, or inappropriate disclosure, loss, corruption, modification, or theft of confidential or proprietary information, or personal data, in addition to incurring liability, the further development of our products and services could be delayed, or our competitive position could be compromised.compromised and the incident could negatively impact our financial condition. Additionally, such disruptions or cybersecurity incidents could result in enforcement actions by United States or foreign regulatory authorities, regulatory penalties, and other legal liabilities such as but not limited to private litigation, the incurrence of significant remediation costs, disruptions to our development programs, business operations and collaborations, diversion of management efforts and damage to our reputation, all of which could harm our business and operations.

We are a leading global provider of biological and chemical compound sample exploration and management solutions for the life sciences industry. We entered the life sciences market in 2011, leveraging our in-house precision automation and cryogenics capabilities that we were then applying in the semiconductor manufacturing market. This led us to develop and provide solutions for automated ultra-cold storage. Since then, we have expanded our life sciences offerings through internal investments and through a series of acquisitions. We now support our customers from research and clinical development to commercialization with our sample management,management and automated storage, vaccine cold storage and transport,systems, as well as genomic services expertise to help our customers bring impactful and breakthrough therapies to market faster. We understand the importance of sample integrity and offer a broad portfolio of products and services supporting customers at every stage of the life cycle of samplessamples, including procurement, automated storage systems, genomic services and a multitude of sample consumables, informatics and data software, along with sample repository services. Our expertise, global footprint and leadership positions enable us to be a trusted global partner to pharmaceutical, biotechnology and life sciences research institutions. In total, we employ approximately 3,3003,000 full-time employees, part-time employees and contingent workers worldwide as of September 30, 20242025 and have sales in approximately 12595 countries. We are headquartered in Burlington, Massachusetts and have operations in North America, Asia, and Europe.

Our portfolio includes product and service offerings developed by us internally, as well as obtained through acquisitions, designed to provide comprehensive capabilities to our customers, addressing their needs in sample exploration and management, automated storage, multiomics,storage and cold chain solutions.multiomics. We continue to develop new product and service offerings and enhance existing and acquired offerings through the expertise of our research and development resources. We believe our acquisition, investment and integration approach has allowed us to accelerate internal development and significantly accelerate time to market for our life sciences solutions.

Within our Sample Management Solutions segment, we operate as a single business unit offering end-to-end sample management products and services, including Sample Repository Services, or SRS, and Core Products (Automated Stores, Cryogenic Systems, Automated Sample Tube, Consumables and Instruments, and Controlled Rate Thawing Devices). This portfolio provides customers with a high level of sample quality, security, availability, intelligence and integrity throughout the lifecycle of samples, providing customers with complete end-to-end “cold chain of custody” capabilities. We also offer expert-level consultation services to our clients throughout their experimental design and implementation processes. On July 1, 2022, we acquired Barkey Holding GmbH and its subsidiaries, or “Barkey”, a leading provider of controlled rate thawing devices for customers in the medical, biotech and pharmaceutical industries. The acquisition added innovative products and capabilities that extend our extensive cold chain of condition portfolio of products and services, while also expanding our customer reach in the fast-growing CGT space.

Within our Multiomics segment, our genomic services business advances research and development activities by providing gene sequencing, synthesis, editing and related services. We offer a comprehensive, global portfolio that we believe has both broad appeal in the life sciences industry and enables customers to select the best solution for their research and development challenges. This portfolio also offers unique solutions for key markets such as CGT, antibody development and biomarker discovery by addressing genomic complexity and throughput challenges.

Revenue decreasedincreased 1%4% for fiscal year 2024 compared to fiscal year 2023 driven by decreased revenue in the B Medical Systems segment, partially offset by increased revenue in the Sample Management Solutions and Multiomics segments. Gross margin was 40.1%44.4% for fiscal year 2024 compared to 39.6%43.4% for fiscal year 2023 driven by margin expansion in the Sample Management Solutions and Multiomics segments, partially offset by margin pressure from decreased revenue in the B Medical Systems segment.segments. Operating expenses increased in fiscal year 2024 compared to the prior fiscal year,year 2023, primarily due to the $116.0$4.7 million non-cash impairment of goodwillintangible assets and intangible assets, increased restructuring and transformation costs recognized in fiscal year 2024, and a benefit of $18.5 million of fair value contingent consideration adjustments related to the B Medical Systems segment in fiscal year 2023 which did not reoccur; these increases were partially offset by decreased selling, general and administrative expenses in fiscal year 2024. We generated a net loss from continuing operations of $164.2$24.4 million for fiscal year 2024 compared to a net loss from continuing operations of $14.3$8.0 million for fiscal year 2023, primarily due to the non-cash impairment of goodwill and intangible assets, a lowerhigher income tax benefitexpense, and decreased interest income during fiscal year 2024. We generated a net loss from discontinued operations, net of tax, of $140.5 million for fiscal year 2024 compared to a net loss from discontinued operations, net of tax, of $6.6 million for fiscal year 2023, primarily driven by the impairment of goodwill recorded during fiscal year 2024.

In performing a quantitative test for impairment, annually or in the interim period if required based on qualitative factors (as described further in Note 2, Summary of Significant Accounting Policies in the Notes to the Consolidatedconsolidated Financialfinancial Statementsstatements included in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10‑K), we determine fair values of our reporting units based on anthe income approach inor accordancea blend of the income and market approaches with theweighting. The discounted cash flow method,method or(the “DCF Method”.) Theis DCFused Methodin the income approach which is based on projected future cash flows and terminal value estimates discounted to their present value.values. The key inputs used in the DCF Method include revenue growth rates, forecast gross profit margins, operating expensesresearch and development expenses, selling, general and administrative expenses, capital expenditures, discount rates, terminal period growth rate, economic and market trends, and discountother rate.expectations We derive discount rates that are commensurate withabout the risksanticipated operating results of the Sample Management Solutions and uncertaintiesMultiomics inherentreporting units. The guideline company method is used in the respectivemarket reporting unitsapproach and ourpublicly internallytraded developedcompanies projectionsin similar lines of futurebusiness cashare flows.identified and used in an analysis to estimate the fair value.

Application of the goodwill impairment test requires judgment based on market and operational conditions at the time of the evaluation, including management’s best estimate of the reporting unit’s future business activity and the related estimates and assumptions of future cash flows from the assets that include the associated goodwill. Different assumptions for inputs used in the DCF Method and the guideline company method could result in different estimates of reporting unit fair value as of each testing date.

In the event the financial performance of one of our business segments does not meet our expectations in the future, we experience a prolonged macro or market downturn, or there are other negative revisions to key assumptions used in our DCF Method and guideline company method analysis, we may be required to perform additional impairment analyses and could be required to recognize a non-cash impairment charge.

We evaluate the realizability of our deferred tax assets and assess the need for a valuation allowance on a quarterly basis. We operate in numerous countries under many legal forms and, as a result, we are subject to the jurisdiction of numerous domestic and foreign tax authorities. We evaluate the profitability of our operations in each jurisdiction on a historic cumulative basis and on a forward-looking basis, while carefully considering carry-forward periods of tax attributes and ongoing tax planning strategies in assessing the need for the valuation allowance. DuringWe fiscal year 2024, we recorded $5.6 millionmaintain U.S. federal and state valuation allowances against deferred tax assets, resulting in a total U.S. valuation allowanceassets of $7.7$27.9 million as of September 30, 2024. We also maintainand valuation allowances against net deferred tax assets in foreign jurisdictions totaling $40.2$74.1 million as of September 30, 2024.2025.

Recently Adopted and Issued Accounting Pronouncements

For a summary of recently adopted and issued accounting pronouncements applicable to our Consolidatedconsolidated Financialfinancial Statementsstatements which is incorporated here by reference, please refer to Note 2, Summary of Significant Accounting Policies in the Notes to the Consolidatedconsolidated Financialfinancial Statementsstatements included in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10‑K.

Please refer to the commentary provided below for further discussion and analysis of the factors contributing to our results from operations for the twelve months ended September 30, 2025, 2024 and 2023. A comparison of our results for the fiscal year ended September 30, 2023 to the fiscal year ended September 30, 2022 is included in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023 filed with the SEC on November 21, 2023.

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, purchase accounting impact on inventory, transformation and rebranding costs, restructuring charges, goodwill and intangible asset impairments, fair value adjustments to contingent consideration, governance-related matters, merger and acquisition costs and costs related to share repurchase, and other unallocated corporate expenses to provide investors better perspective on the results of operations which thewe Company believesbelieve is more comparable to the similar analysis provided by itsour peers. Management also excludes special charges and gains, such as gains and losses from the sale of assets, certain tax benefits and charges, as well as other gains and charges that are not representative of the normal operations of the business. Management strongly encourages investors to review our financial statements and publicly filed reports in their entirety and not rely on any single measure. A reconciliation of each non-GAAP measure to the most nearly comparable GAAP measure is included under "Operating Income (Loss)" and "Gross Margin" below.

Revenue decreasedincreased 1%4% in fiscal year 2024 compared to the prior fiscal year 2023 driven by a decline in our B Medical Systems segment, partially offset by revenue growth in ourthe Sample Management Solutions and Multiomics segments.

Our Multiomics segment revenue increased 3% in fiscal year 2024 compared to the prior fiscal year driven by revenue growth in Next Generation Sequencing and Gene Synthesis, partially offset by a decline in Sanger sequencing services.

Revenue generated outside the United States was $290.1$208.4 million, or 44%36% of total revenue, for fiscal year 2024 compared to $310.0$200.1 million, or 47%36% of total revenue, in the priorfor fiscal year.year 2023.

Operating income for the Sample Management Solutions segment was $6.4$20.1 million for fiscal year 20242025 compared to an operating lossincome of $5.6$6.6 million in the prior fiscal year. The Sample Management Solutions segment operating margin was 2.0%,6.2%, an increase of 386412 basis points year over year. The increases in operating income and operating margin were primarily driven by highergross revenue,margin supportedexpansion, partially offset by operatingincreased leveragetransformation and cost reduction initiatives.costs. Adjusted operating income for the Sample Management Solutions segment was $10.8$27.6 million for fiscal year 20242025 compared to adjusted operating lossincome of $2.3$11.1 million in the prior fiscal year. Adjusted operating margin for the Sample Management Solutions segment was 3.4%,8.5%, an increase of 418500 basis points year over year. Adjusted operating income (loss) and margin exclude the impact of amortization of intangible assets of $4.1$4.5 million and $3.3$4.1 million for fiscal years 20242025 and 2023,2024, respectively, and transformation costs of $2.8 million and $0.4 million for fiscal yearyears 2024.2025 and 2024, respectively.

Operating lossincome for the MultiomicsSample Management Solutions segment was $12.2$6.6 million for fiscal year 2024 compared to an operating loss of $18.7$5.6 million in the prior fiscal year. The MultiomicsSample Management Solutions segment operating margin was (4.8)%,2.1%, an increase of 274392 basis points year over year. The decreaseincreases in operating lossincome and increase in operating margin were primarily driven by higher revenue and gross profit,revenue, supported by operating leverage.leverage and cost reduction initiatives. Adjusted operating lossincome for the MultiomicsSample Management Solutions segment was $8.0$11.1 million for fiscal year 2024 compared to adjusted operating loss of $13.8$2.3 million in the prior fiscal year. Adjusted operating margin for the MultiomicsSample Management Solutions segment was (3.1)%,3.5%, an increase of 241424 basis points year over year. Adjusted operating income (loss) and margin exclude the impact of amortization relatedof tointangible completed technologyassets of $4.2$4.1 million and $4.9$3.3 million for fiscal years 2024 and 2023, respectively.respectively, and transformation costs of $0.4 million for fiscal year 2024.

Operating loss for the B Medical SystemsMultiomics segment was $25.9$15.4 million for fiscal year 20242025 compared to an operating loss of $20.8$11.9 million in the prior fiscal year. The B Medical SystemsMultiomics segment operating margin was (31.25.7)%, a decrease of 1,287105 basis points year over year. The increase in operating loss and decrease in operating margin were primarily driven by lower revenue for Gene Synthesis and grossSanger profitsequencing due to lower volume of cold chain sales in the product mix,services, partially offset by lowerhigher operatingrevenue expensesfor dueNext toGeneration decreasedSequencing commissions on cold chain sales and cost reduction initiatives.services. Adjusted operating loss for the B Medical SystemsMultiomics segment was $5.7$11.9 million for fiscal year 20242025 compared to adjusted operating incomeloss of $0.9$7.7 million in the prior fiscal year. Adjusted operating margin for the B Medical SystemsMultiomics segment was (6.84.4)%, a decrease of 763140 basis points year over year. Adjusted operating income (loss) and margin exclude the impact of amortization ofrelated intangibleto assetscompleted technology of $16.7$3.4 million and $12.0$4.2 million for fiscal years 20242025 and 2023,2024, respectively, transformation costs of $3.6 million for fiscal year 2024 and purchase accounting impact on inventory of $9.7 million for fiscal year 2023.respectively.

The Sample Management Solutions segment gross margin was 44.6%48.3% for fiscal year 2024,2025, an increase of 84390 basis points compared to the prior fiscal year. Adjusted gross margin for the Sample Management Solutions segment was 45.9%49.7% for fiscal year 2024,2025, an increase of 120398 basis points compared to the prior fiscal year,year. The increases in gross margin and adjusted gross margin were primarily driven by higher grossrevenue, marginoperational for both the Core Productsefficiencies and Samplefavorable Repositorysales Services businesses.mix. Adjusted gross margin excludes the impact of amortization related to completed technology of $3.9$4.5 million and $3.0$3.9 million for fiscal years 20242025 and 2023,2024, respectively, and transformation costs of $0.4 million for fiscal year 2024.respectively.

The BSample MedicalManagement SystemsSolutions segment gross margin was 7.1%44.4% for fiscal year 2024, aan decreaseincrease of 1,104111 basis points compared to the prior fiscal year. Adjusted gross margin for the BSample MedicalManagement SystemsSolutions segment was 31.5%45.7% for fiscal year 2024, aan decreaseincrease of 460147 basis points compared to the prior fiscal year,year. The increases in gross margin and adjusted gross margin were primarily duedriven toby lowerhigher volumegross ofmargin coldfor chain sales inboth the productCore mix.Products and Sample Repository Services businesses. Adjusted gross margin excludes the impact of amortization related to completed technology of $16.7$3.9 million and $10.6$3.0 million for fiscal years 2024 and 2023, respectively, purchase accounting impact on inventory of $9.7 million for fiscal year 2023, and transformation costs of $3.6$0.4 million for fiscal year 2024.

Total research and development expenses remaineddecreased flat$1.1 inmillion for fiscal year 2025 compared to fiscal year 2024 and decreased $0.6 million for fiscal year 2024 compared to fiscal year 2023, driven by cost reduction initiatives across allthe three business segments,business, primarily from decreased compensation and benefits expenses and lower expenditures for external services, offset by increased research and development expenses in our B Medical Systems segment related to vaccine cold chain.services.

Total selling, general and administrative expenses decreased $13.5$1.4 million for fiscal year 20242025 compared to fiscal year 2023,2024, driven by cost reduction initiatives across the businessbusiness, partially offset by higher stock-based compensation expense and lowercosts commissionsrelated on cold chain sales into our Bleadership Medical Systems segment.changes.

Restructuring charges were $11.8$5.2 million for fiscal year 2025, a decrease of $1.6 million from fiscal year 2024. Restructuring charges were $6.8 million for fiscal year 2024, an increase of $7.2$2.2 million from fiscal year 2023,2023. The changes were driven by initiatives launched in fiscal year 2024. See Note 9, Restructuring, in the Notes to the Consolidatedconsolidated Financialfinancial Statementsstatements included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K.

Interest income, net – We recorded interest income of $33.2$18.8 million for fiscal year 2025, a decrease of $14.1 million from fiscal year 2024, and recorded interest income of $32.9 million for fiscal year 2024, a decrease of $10.6$10.7 million from fiscal year over2023. year,The decrease in fiscal year 2025 was driven by lower interest rates and the decrease in fiscal year 2024 was driven by decreased investments in marketable securities. See Note 5, Marketable Securities, in the Notes to the Consolidatedconsolidated Financialfinancial Statementsstatements included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Annual Report on Form 10-K.

Other income (expense), net – We recorded other income of $0.2$0.9 million in fiscal years 2025, and other expense of $1.0$0.7 million and $2.3 million in fiscal years 2024 and 2023, respectively,respectively. Other income (expense) primarily duerelates to foreign exchange gains and losses.losses resulting from foreign currency denominated transactions and the revaluation of foreign currency denominated assets and liabilities.

There was no revenue from discontinued operations for fiscal year 2024 or fiscal year 2023. Revenue from discontinued operations was $264.4 million for fiscal year 2022. There was no net income or loss from discontinued operations for fiscal year 2024. Net loss from discontinued operations was $1.4 million for fiscal year ended 2023 and net income from discontinued operations was $2.1 billion for fiscal year 2022. The net loss from discontinued operations in fiscal year 2023 was primarily driven by adjustments to liabilities related to discontinued operations of the semiconductor cryogenics business, specifically the accrued liability for the litigation with Edwards Vacuum LLC which was recorded during the second quarter of fiscal year 2023 and is discussed in Note 19, Commitments and Contingencies in the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10 K. Net income from discontinued operations in fiscal year 2022 is primarily the gain on the sale of the semiconductor business. IncomeLoss from discontinued operations only includes direct operating expenses incurred that (1) are clearly identifiable as costs being disposed of upon completion of the sale and (2) will not be continued by our company on an ongoing basis. Indirect expenses which supported the semiconductordiscontinued automation business and semiconductor cryogenics business,operations, and which remained as part of the continuing operations, are not reflected in income from discontinued operations. See Note 3, Discontinued OperationsOperations, in the Notes to the Consolidatedconsolidated Financialfinancial Statementsstatements included in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10 K.

As of September 30, 2024,2025, we had cash, cash equivalents, and restricted cash of $321.0$283.5 million, marketable securities of $200.6$262.7 million, and stockholders’ equity of $1.8$1.7 billion. Net cash provided by operating activities was $50.3 million and $7.2 million for fiscal years 2024 and 2023, respectively. We incurred a net loss of $164.2 million and $14.3 million for fiscal years 2024 and 2023, respectively. The net loss for fiscal year 2024 is primarily due to $116.0 million non-cash impairment of goodwill and intangible assets. We believe that our current cash and cash equivalents will enable us to fund our operating expenses and capital expenditure requirements for at least one year from the date of this Annual Report on Form 10-K and for the foreseeable future thereafter. The current global economic environment makes it difficult for us to predict longer-term liquidity requirements with sufficient certainty. We may be unable to obtain any additional financing that may be required on terms favorable to us, if at all. If adequate funds are not available to us on acceptable terms or otherwise, we may be unable to successfully develop or enhance products and services, respond to competitive pressures, or take advantage of acquisition opportunities, any of which could have a material adverse effect on our business, financial condition and operating results.

As of September 30, 2024,2025, we had $146$136.0 million of cash, cash equivalents and restricted cash held outside of the United States.States If these fundswhich are not currently needed for U.S. operations,operations. weWe wouldhad needapproximately $20 million of cash in China as of September 30, 2025. We began repatriating the cash to the United States from China during the third quarter of the fiscal year 2025 and have provided for $6.4 million of income taxes related to the repatriation plan as of September 30, 2025. We have repatriated $41.1 million from China during fiscal year 2025 and expect to repatriate thesean funds.additional Based$21.5 onmillion currentfrom U.S.China tax laws, any repatriation inover the futurecourse wouldof likelythe notnext resultfiscal in U.S. federal income tax.year. Our marketable securities are generally readily convertible to cash without a material adverse impact.

Cash inflows from operating activities for fiscal year 20242025 were $50.3$72.2 million, primarily due to improvedincreased inventory managementrevenue and decreased selling, generalcollections and administrative expenses as a resultU.S. federal tax refund of our$11.5 costmillion savingsreceived plansduring andfiscal transformationyear initiatives.2025.

Cash inflows from operating activities for fiscal year 20232024 were $7.2$49.7 million, primarily resulteddue fromto collectionsimproved oninventory accounts receivable,management and efficientdecreased workingselling, capitalgeneral managementand partiallyadministrative offsetexpenses byas paymenta result of retentionour bonusescost savings plans and cashtransformation settled stock-based awards, as well as state income taxes resulting from the sale of the semiconductor automation business.initiatives.

You should carefully review and consider the information regarding certain factors that could materially affect our business, consolidated financial condition or results of operations set forth under the section titled “Risk Factors” in Part I, Item 1A of the 2025 Annual Report on Form 10-K and in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarterquarters ended December 31, 2025 filedand withMarch the SEC on February 5,31, 2026. There have been no material changes from the risk factors disclosed in the 2025 Annual Report on Form 10-K and such Quarterly Report on Form 10-Q,10-Q except for the changes to theadditional risk factor under “Risk Related to Reliance on Third Parties” as set forth below. We may disclose additional changes to risk factors or additional factors from time to time in our future filings with the SEC.

You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited interim condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and the audited financial statements and related notes contained in the 2025 Annual Report on Form 10-K. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those discussed below and in the forward-looking statements. Factors that could cause or contribute to these differences include, without limitation, those discussed in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, as well as those described in the 2025 Annual Report on Form 10-K and this Quarterly Report on Form 10-Q under “Information Related to Forward-Looking Statements”, Part I, Item 1A “Risk Factors” in the 2025 Annual Report on Form 10-K and Part II, Item 1A “Risk Factors” in the Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 and this Quarterly Report on Form 10-Q. All dollar amounts in the below MD&A are presented in U.S. dollars, unless otherwise noted or the context otherwise provides.

As previously disclosed in the 2025 Annual Report on Form 10-K, in connection with the preparation of the fiscal year 2025 consolidated financial statements, we identified errors in our previously issued financial statements. We evaluated the impact of the errors and concluded they were not material, individually or in the aggregate, to any previously issued interim or annual consolidated financial statements. The figures for the three and sixnine months ended MarchJune 31,30, 2025 in this MD&A have been revised, where applicable, to reflect the impact of such corrections. Information regarding the impact of the revision to our previously issued condensed consolidated statements of operations, condensed consolidated statements of comprehensive income (loss), condensed consolidated statements of cash flows and condensed consolidated balance sheets for periods within fiscal 2025 is included in Note 20, Revision of Previously Issued Unaudited Quarterly Information, in the notes to the audited consolidated financial statements included in the section titled “Financial Statements and Supplementary Data” in Part II, Item 8 of the 2025 Annual Report on Form 10-K.

•Overview. This section provides a general description of our business and operating segments as well as a brief discussion and overall analysis of our business and financial performance, including key developments affecting us during the three and sixnine months ended MarchJune 31,30, 2026 and 2025.

•Results of Operations. This section provides an analysis of our financial results for the three and sixnine months ended MarchJune 31,30, 2026 compared to the three and sixnine months ended MarchJune 31,30, 2025.

On December 23, 2025, we entered into a definitive Sale and Purchase Agreement, or the Share Purchase Agreement with Thelema S.À R.L.S.À.R.L., or ThelemaThelema, for the sale of the B Medical Systems business. InOn accordanceJuly with1, 2026, we completed the Share Purchase Agreement, Thelema is acquiring the B Medical Systems businesssale for $63.0 million.million, Thelemaconsisting hasof deposited $9.0$28.0 million withcash paid to us and was expectedprior to payclosing theand remaining $54.0$35.0 million onfunded or before March 31, 2026. On March 27, 2026, we were informed by Thelema that it had not yet secured the financing required to complete the transaction and, solely asthrough a resultVendor Loan Agreement between one of theour non‑satisfactionwholly-owned of that financing condition, the transaction did not close by March 31, 2026. Thelema indicated that it requires additional time to complete its financing arrangements. The transaction remains subject to the satisfaction of all closing conditions, including Thelema’s securing of the required financing,subsidiaries and there can be no assurance that the transaction will be completed on a revised timeline or at all.Thelema. See Note 3, Discontinued Operations in the notes to the unaudited condensed consolidated financial statements included in the section titled “Financial Statements” in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information about the sale andof the B Medical Systems business.

This strategic action is intended to simplify our portfolio and allow management to focus on driving revenue growth and profitability in our core Sample Management SolutionsSolutions, or SMS, and Multiomics segments. The B Medical Systems business has been classified as held for sale and a discontinued operation under generally accepted accounting principles in the United States, or GAAP. Unless otherwise noted, this MD&A relates solely to our continuing operations and excludes the operations of our B Medical Systems business.

We are a leading global provider of biological and chemical compound sample exploration and management solutions for the life sciences industry. We entered the life sciences market in 2011, leveraging our in-house precision automation and cryogenics capabilities that we were then applying in the semiconductor manufacturing market. This led us to develop solutions for automated ultra-cold storage. Since then, we have expanded our life sciences offerings through internal investments and through a series of acquisitions. We support our customers from research and clinical development to commercialization with our sample management and automated storage systems, as well as genomic services expertise to help our customers bring impactful therapies to market faster. We understand the importance of sample integrity and offer a broad portfolio of products and services supporting customers at every stage of the life cycle of samples including procurement, automated storage systems, genomic services and a multitude of sample consumables, informatics and data software, along with sample repository services. Our expertise, global footprint and leadership positions enable us to be a trusted global partner to pharmaceutical, biotechnology and life sciences research institutions. In total, we employ approximately 2,900 full-time employees, part-time employees and contingent workers worldwide as of MarchJune 31,30, 2026 and have sales in approximately 8375 countries. We are headquartered in Burlington, Massachusetts and have operations in North America, Asia, and Europe.

On March 4, 2026, we acquired UK Biocentre Limited, or UK Biocentre, for a purchase price of approximately $27.5 million, net of cash acquired, including contingent consideration which the Companywe estimated the fair value to be $2.5 million as of the measurementacquisition date. UK Biocentre is a provider of sample management, sample storage and high-throughput sample processing services in the United Kingdom. UK Biocentre’s results of operations are reported in the Sample Management Solutions, or SMS,SMS segment from the date of acquisition.

Within our Sample Management Solutions, or SMS,SMS segment, we operate as a single business unit offering end-to-end sample management products and services, including: Sample Repository Services and Core Products (Automated Stores, Cryogenic Systems, Automated Sample Tube, Consumables and Instruments and Controlled Rate Thawing Devices). This portfolio provides customers with a high level of sample quality, security, availability, intelligence and integrity throughout the lifecycle of samples, providing customers with complete end-to-end “cold chain of custody” capabilities. We also offer expert-level consultation services to our clients throughout their experimental design and implementation processes.

Our performance for the three and sixnine months ended MarchJune 31,30, 2026 and 2025 is as follows:

Revenue increased 1%12% and 5%, respectively, for each of the three and sixnine months ended MarchJune 31,30, 20262026, compared to the corresponding periods in the prior fiscal year, mainly driven by revenue growth in both operating segments. The revenue growth in our SMS segment for the three and sixnine months ended MarchJune 31,30, 2026 compared to the corresponding periods in the prior fiscal year was primarily driven by higher revenue in Sample Storage, Product ServicesStorage and Consumables and Instruments, as well as revenue contributions from the acquired UK Biocentre business, partially offset by lower revenues in Core Products, particularly in Automated Stores and Cryogenic Systems.Stores. The revenue growth in our Multiomics segment for the three and sixnine months ended MarchJune 31,30, 2026 compared to the corresponding periods in the prior fiscal year was primarily driven by Next Generation Sequencing services and Gene Synthesis services, partially offset by a decline in Sanger Sequencing services. GrossIn marginaddition, wasfavorable 43%foreign forcurrency eachmovements ofcontributed to revenue growth during both the three and sixnine months ended MarchJune 31,30, 2026. Gross margin was 45% and 44%, respectively, for the three and nine months ended June 30, 2026 compared to 44% and 45%, respectively,46% for each of the corresponding periods in the prior fiscal year. The decreases for the three and nine months ended June 30, 2026 were primarily duedriven toby lostlower fixed-cost leverageabsorption resulting from lowerreduced North America sales volumevolumes forin the Sanger Sequencing services and lower sales volumes in Automated Stores, higher rework cost incurred on Automated Stores projectsprojects, and an increase in excess and obsolete inventory reserves, partially offset by improved operational efficiencies and favorable impact from a correction for prior period cost of goods sold.efficiencies. Operating expenses increased $8.3 million and $148.6 million for the three and sixnine months ended MarchJune 31,30, 2026 increased $146.8 million and $140.3 million,2026, respectively, compared to the corresponding periods in the prior fiscal year,year. The increase in the three months ended June 30, 2026 was primarily driven by increased investments in research and development and sales and marketing activities. The increase in the nine months ended June 30, 2026 was primarily attributable to a non-cash goodwill impairment charge of $149.1 million related to the Multiomics and SMS segments,segments. partially offset by lower selling, general and administrative expenses. We generated a netNet loss from continuing operations ofwas $157.0$1.5 million and $162.2$163.7 million, respectively,million for the three and sixnine months ended MarchJune 31,30, 20262026, respectively, compared to a net loss from continuing operations of $19.8$0.3 million and $26.9$27.2 million, respectively, for the threecorresponding andperiods sixin monthsthe endedprior Marchfiscal 31, 2025.year. The increasedhigher net loss from continuing operations for the three months ended June 30, 2026 was primarily driven by increased investments in research and development and sales and marketing, while the higher net loss from continuing operations for the nine months ended June 30, 2026 was primarily attributable to the non-cash goodwill impairment chargecharge. ofThese $149.1impacts million,were partially offset by lower income tax expense.expense Wein generatedboth aperiods. Net income from discontinued operations, net of tax, was $4.0 million for the three months ended June 30, 2026 and net loss from discontinued operations, net of tax, was $10.0 million for the nine months ended June 30, 2026, compared to net loss from discontinued operations, net of tax, of $3.8$47.7 million and $14.0$79.4 million, respectively, for the three and sixnine months ended MarchJune 31, 2026 compared to a net loss from discontinued operations, net of tax, of $27.9 million and $31.8 million, respectively, for the three and six months ended March 31,30, 2025.

The critical accounting estimates that we believe affect our more significant judgments and estimates used in the preparation of our condensed consolidated financial statements presented in this Quarterly Report on Form 10-Q are described under Critical Accounting Policies and Estimates included in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the 2025 Annual Report on Form 10-K. There have been no material changes to our critical accounting policies or estimates from those set forth in our Annual Report on Form 10-K.10-K, except for the inputs and assumptions used in the quantitative goodwill impairment analysis as of March 31, 2026 set forth below.

Please refer to the commentary provided below for further discussion and analysis of the factors contributing to our results of operations for the three and sixnine months ended MarchJune 31,30, 2026 compared to the three and sixnine months ended MarchJune 31,30, 2025.

Non-GAAP financial measures are used in addition to and in conjunction with results presented in accordance with GAAP and should not be relied upon to the exclusion of GAAP financial measures. Management adjusts the GAAP results for the impact of amortization of intangible assets, impairment of goodwill and intangible assets, transformation costs, restructuring charges, governance-relatedpurchase matters,accounting adjustments, merger and acquisition costs, and other unallocated corporate expenses to provide investors better perspective on the results of operations which we believe is more comparable to the similar analysis provided by our peers. Management also excludes special charges and gains, such as gains and losses from the sale of assets, certain tax benefits and charges, as well as other gains and charges that are not representative of the normal operations of the business. Management uses these non-GAAP financial measures in its review and evaluation of the performance of the business. Management strongly encourages investors to review our financial statements and publicly filed reports in their entirety and not rely on any single measure. A reconciliation of non-GAAP measures to the most nearly comparable GAAP measures is included under “Operating Income (Loss)” and “Gross Margin” below.

Our revenue performance for the three and sixnine months ended MarchJune 31,30, 2026 and 2025 is as follows:

Our SMS segment revenue for the three and sixnine months ended MarchJune 31,30, 2026 increased approximately 2%14% and 1%,5%, respectively, compared to the corresponding prior fiscal year periods, mainly driven by higher revenue in Sample Storage, Product ServicesStorage and Consumables and Instruments, as well as revenue contributions from the acquired UK Biocentre business, partially offset by lower revenues in Core Products, particularly in Automated Stores and Cryogenic Systems,Stores, during the three and sixnine months ended MarchJune 31,30, 2026.

Our Multiomics segment revenue for the three and sixnine months ended MarchJune 31,30, 2026 increased approximately 0.3%10% and 0.8%,4%, respectively, compared to the corresponding prior fiscal year periods, driven by revenue growth in Next Generation Sequencing and Gene Synthesis services, offset by a decline in Sanger Sequencing services.

Revenue generated outside the United States was 43% and 42%, respectively, for the three and sixnine months ended MarchJune 31,30, 2026 compared to 37%39% and 38%, respectively, for each of the corresponding prior fiscal year periods. Favorable foreign currency movements also contributed to revenue growth during both the three and nine months ended June 30, 2026.

Our operating income (loss) performance for the three and sixnine months ended MarchJune 31,30, 2026 and 2025 is as follows (in thousands, except percentages):

Operating income for the SMS segment was $1.7 million and $5.4 million, respectively, for the three and six months ended March 31, 2026 compared to operating loss of $1.2 million and operating income of $2.8 million, respectively, for the corresponding periods in the prior fiscal year. The SMS segment operating margin increased 361 basis points and 159 basis points, respectively, for the three and six months ended March 31, 2026 compared to the corresponding periods in the prior fiscal year. The increases in operating margin were primarily driven by higher revenue, partially offset by higher rework cost incurred on Automated Stores projects and an increase in excess and obsolete inventory reserves. Adjusted operating income for the SMS segment was $3.1$4.9 million and $8.1$13.0 million, respectively, for the three and sixnine months ended MarchJune 31,30, 2026 compared to adjusted operating income of $2.8$10.7 million and $7.6$18.3 million, respectively, for the corresponding periods in the prior fiscal year. Adjusted operating margin for the SMS segment increaseddecreased 32823 basis points and 27248 basis points, respectively, for the three and sixnine months ended MarchJune 31,30, 2026 compared to the corresponding periods in the prior fiscal year. AdjustedThe decreases in adjusted operating incomemargin were primarily driven by higher rework cost incurred on Automated Stores projects and marginan excludeincrease thein impact of amortization of completed technology, transformation costsexcess and otherobsolete adjustments.inventory reserves.

Our gross margin performance for the three and sixnine months ended MarchJune 31,30, 2026 and 2025 is as follows (in thousands, except percentages):

The MultiomicsSMS segment gross margin decreased 276by 745 basis points and 299375 basis points, respectively, for the three and sixnine months ended MarchJune 31,30, 2026 compared to the corresponding periods in the prior fiscal year. AdjustedThe SMS segment adjusted gross margin decreased 304by 746 basis points and 327358 basis points, respectively, for the three and sixnine months ended MarchJune 31,30, 2026 compared to the corresponding periods in the prior fiscal year. The decreases in both gross margin and adjusted gross margin for the three and nine months ended June 30, 2026 were primarily drivenattributable byto lostlower fixed-cost leverageabsorption resulting from lowerreduced NorthAutomated AmericaStores sales volumevolumes, forincreased Sangerrework Sequencingcosts services.associated with Automated Stores projects, and higher excess and obsolete inventory reserves recognized during the fiscal 2026 periods.

Our research and development expenses for the three and sixnine months ended MarchJune 31,30, 2026 and 2025 are as follows:

Total research and development expenses increased $1.8$1.4 million and $3.9$5.3 million, respectively, for the three and sixnine months ended MarchJune 31,30, 2026 compared to the corresponding periods in the prior fiscal year, driven by our increased investment in development to support new product introductions.

Our selling, general and administrative expenses for the three and sixnine months ended MarchJune 31,30, 2026 and 2025 are as follows:

Total selling, general and administrative expenses increased $7.1 million for three months ended June 30, 2026 compared to the corresponding period in the prior fiscal year. The increase was primarily attributable to increased investments in sales and marketing activities and increased merger and acquisition related costs. Total selling, general and administrative expenses decreased $1.9$4.2 million and $11.3 million, respectively, for the three and sixnine months ended MarchJune 31,30, 2026 compared to the corresponding periodsperiod in the prior fiscal year, primarily due to lower compensation expenses, partially offset by increases in sales and benefitsmarketing expenses and contractmerger laborand acquisition related costs. The one-time costs related to our leadership changes in the corresponding periodsperiod in the prior fiscal year also contributed to the decrease in the sixnine months ended MarchJune 31,30, 2026.

Based on the results of our quantitative goodwill impairment analysis as of March 31, 2026, the carrying amounts of our Multiomics and SMS reporting units exceeded their respective fair values, resulting in non-cash impairment charges of $112.4 million for Multiomics and $36.6 million for SMS. The total goodwill impairment charge of $149.1 million was recordedrecognized during the three months ended March 31, 2026, which is included within “Impairment of goodwill and intangible assets” in our condensed consolidated statements of operations duringfor the threenine months ended MarchJune 31,30, 2026. We made significant estimates and assumptions in our quantitative goodwill impairment analysis as of March 31, 2026. Actual results may vary significantly and may expose us to material impairment charges in the future. Please refer to Note 7, Goodwill and Intangible Assets in the notes to the unaudited condensed consolidated financial statements included in the section titled “Financial Statements” in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.

Restructuring charges were $1.4$0.5 million and $2.6$3.1 million, respectively, for the three and sixnine months ended MarchJune 31,30, 2026, a decrease of $2.2$0.2 million and $1.4$1.7 million, respectively, compared to the corresponding periods in the prior fiscal year. Please refer to Note 8, Restructuring in the notes to the unaudited condensed consolidated financial statements included in the section titled “Financial Statements” in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.

Interest income, net – We recorded interest income of $4.4$3.8 million and $9.5$13.3 million, respectively, for the three and sixnine months ended MarchJune 31,30, 2026 compared to $4.5$5.0 million and $8.8$13.8 million, respectively, for the three and sixnine months ended MarchJune 31,30, 2025. The slight changes in interest income are a result of interest rate fluctuations in our investment portfolios. Please refer to Note 5, Marketable Securities and Note 6, Derivative Instruments in the notes to the unaudited condensed consolidated financial statements included in the section titled “Financial Statements” in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.

Other income,income (expense), net – We recorded other income of $4.1$1.2 million and $5.3 million, respectively, for each of the three and sixnine months ended MarchJune 31,30, 2026 compared to $1.2other expense of $0.8 million and $2.4other income of $1.5 million, respectively, in the corresponding periods in the prior fiscal year. Other income,income or expense, net primarily relates to foreign exchange gains and losses resulting from foreign currency denominated transactions and the revaluation of foreign currency denominated assets and liabilities.liabilities, and non-recurring income or expenses. On March 4, 2026, we acquired UK Biocentre and settled a preexisting contractual relationship with UK Biocentre upon the business combination. As a result, we recognized $3.9 million of non-cash gain from the settlement,settlement during the three months ended March 31, 2026, which is included in “Other income,income (expense), net” onin theour condensed consolidated statements of operations for the threenine months ended MarchJune 31,30, 2026. Please refer to Note 4, Business Combination in the notes to the unaudited condensed consolidated financial statements included in the section titled “Financial Statements” in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.

We recorded income tax benefit of $0.3 million and income tax expense of $2.8$2.4 million and $5.2 million, respectively, during the three and sixnine months ended MarchJune 31,30, 2026, which were primarily driven by the profit mix in foreign jurisdictions, valuation allowance implications in the United States and state income taxes in jurisdictions where we do not have a net operating loss carry over.

We recorded income tax expense of $7.2$2.6 million and $11.1$13.8 million, respectively, during the three and sixnine months ended MarchJune 31,30, 2025. The tax expense in each period was primarily driven by the profits in foreign jurisdictions and state income taxes in jurisdictions where we do not have a net operating loss carry over.

Results related to the B Medical Systems business and legal fees and contingent liability related to the ongoingprevious indemnification dispute with the buyer of the semiconductor cryogenics business are included within discontinued operations for the three and sixnine months ended MarchJune 31,30, 2026. RevenueGain from the B Medical Systems business was $22.8 million and $17.2 million for the three months ended March 31, 2026 and 2025, respectively. Revenue from the B Medical Systems business was $35.9 million and $34.8 million for the six months ended March 31, 2026 and 2025, respectively. Loss from discontinued operations, net of tax, was $3.8 million and $14.0 million, respectively, for the three and six months ended March 31, 2026, compared to $27.9 million and $31.8 million, respectively, for the three and six months ended March 31, 2025. The decrease is primarily due to loweror loss on assets held for sale during three and six months ended March 31, 2026. Loss from discontinued operations includes only direct operating expenses incurred that (1) are clearly identifiable as costs being disposed of upon completion of the sale and (2) will not be continued by us on an ongoing basis. Indirect expenses which supported the B Medical Systems business and remain part of continuing operations, are not reflected in loss from discontinued operations. Please refer to Note 3, Discontinued Operations, in the notes to the unaudited condensed consolidated financial statements included in the section titled “Financial Statements” in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.

As of MarchJune 31,30, 2026, we had cash and cash equivalents, restricted cash, and marketable securities of $564.8$528.5 million and stockholders’ equity of $1.6$1.5 billion. We believe that our current cash and cash equivalents will enable us to fund our operating expenses and capital expenditure requirements for at least one year from the date of this Quarterly Report on Form 10-Q and for the foreseeable future thereafter. The current global economic environment makes it difficult for us to predict longer-term liquidity requirements with certainty. We may be unable to obtain financing that may be required on terms favorable to us, if at all. If adequate funds are not available to us on acceptable terms or otherwise, we may be unable to successfully develop or enhance products and services, respond to competitive pressures, or take advantage of acquisition opportunities, any of which could have a material adverse effect on our business, financial condition and operating results.

The discussion of our cash flows and liquidity that follows is stated on a total company consolidated basis and excludes the impact of discontinued operations.basis.

Our cash and cash equivalents, restricted cash and marketable securities for our continuing operations as of MarchJune 31,30, 2026 and September 30, 2025 are as follows:

As of MarchJune 31,30, 2026, we had $158.6$164.9 million of cash, cash equivalents and restricted cash held outside of the United States which are not currently needed for U.S. operations. We had approximately $25.1$27.1 million of cash in China as of MarchJune 31,30, 2026. We began repatriating cash from China to the United States during the third quarter of the fiscal year 2025 and have provided for $6.4 million of income taxes related to the repatriation plan as of MarchJune 31,30, 2026. We have repatriated $41.1 million from China during fiscal year 2026 and have a plan to repatriate cash from China in the future. Our marketable securities are generally readily convertible to cash without a material adverse impact.

Our cash flows on a total company consolidated basis for the sixnine months ended MarchJune 31,30, 2026 and 2025 were as follows:

Cash inflows from operating activities for the sixnine months ended MarchJune 31,30, 2026 were $34.4$35.8 million, a decrease of $9.8$34.2 million compared to the corresponding period in the prior fiscal year. The decrease iswas primarily duedriven toby a U.S. federal tax refund of $11.5 million received in the sixnine months ended MarchJune 31,30, 2025 compared to an immaterial U.S. federal tax refund received in the sixnine months ended MarchJune 31,30, 2026.2026, as well as less favorable working capital changes, including the timing of accounts receivable collections and unfavorable movements in contract liabilities and other liabilities.

Investing activities for the sixnine months ended MarchJune 31,30, 2026 include $328.8$365.4 million in purchases of marketable securities, which was offset by $266.5$295.5 million in sales and maturities of marketable securities. Investing activities for the sixnine months ended MarchJune 31,30, 2026 also include the $9.0$28.0 million deposit in connection with the pendingcompleted sale of the B Medical Systems business and the $11.0$11.2 million closing cash payment for the acquisition of UK Biocentre, net of cash acquired.

Financing activities for the sixnine months ended MarchJune 31,30, 2026 include $2.4$2.5 million of tax payments on net share settlements on equity awards during the sixnine months ended MarchJune 31,30, 2026.2026 and $50.0 million payment for share repurchases.

As of MarchJune 31,30, 2026, we had no outstanding debt on our balance sheet.