What changed in this filing

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Item 1. Financial Statements

2026-01-06 compared with 2025-10-02 · 132 added, 87 removed, 503 unchanged (30% of the section changed)

4 unchanged sentences

(in thousands of dollars, except per share data)

Three Months Ended

Aug 31, 2025 Aug 31, 2024

Three Months Ended Six Months Ended

Nov 30, 2025 Nov 30, 2024 Nov 30, 2025 Nov 30, 2024

Net sales $ 79,433 $ 72,845 $ 155,144 $ 140,336

12 unchanged sentences

Interest income (expense), net ( 102 ) 234 ( 106 ) 840

Other expense, net ( 178 ) ( 173 )

Other income (expense), net ( 128 ) 12 ( 306 ) ( 161 )

Total other income (expense), net ( 230 ) 246 ( 412 ) 679

Loss before income tax benefit ( 6,355 ) ( 10,848 ) ( 17,193 ) ( 23,513 )

Income tax expense 65 133

Income tax (benefit) expense ( 5 ) ( 110 ) 60 23

Net loss $ ( 6,350 ) $ ( 10,738 ) $ ( 17,253 ) $ ( 23,536 )

11 unchanged sentences

(in thousands of dollars)

Three Months Ended

Aug 31, 2025 Aug 31, 2024

Three Months Ended Six Months Ended

Nov 30, 2025 Nov 30, 2024 Nov 30, 2025 Nov 30, 2024

Net loss $ ( 6,350 ) $ ( 10,738 ) $ ( 17,253 ) $ ( 23,536 )

Other comprehensive income, before tax:

Other comprehensive income (loss), before tax:

Foreign currency translation gain 937 ( 481 ) 3,021 617

Other comprehensive income, before tax 2,084 1,098

Other comprehensive income (loss), before tax 937 ( 481 ) 3,021 617

Income tax expense related to items of other comprehensive loss — — — —

Other comprehensive income, net of tax 2,084 1,098

Other comprehensive income (loss), net of tax 937 ( 481 ) 3,021 617

Total comprehensive loss, net of tax $ ( 5,413 ) $ ( 11,219 ) $ ( 14,232 ) $ ( 22,919 )

5 unchanged sentences

(in thousands of dollars, except share data)

Aug 31, 2025 May 31, 2025

Nov 30, 2025 May 31, 2025

Current assets

23 unchanged sentences

Common stock, par value $ 0.01 per share, 75,000,000 shares authorized;

42,060,629 and 41,607,877 shares issued and 41,446,782 and 40,994,030 shares outstanding at August 31, 2025 and May 31, 2025, respectively

42,188,059 and 41,607,877 shares issued and 41,574,212 and 40,994,030 shares outstanding at November 30, 2025 and May 31, 2025, respectively

Additional paid-in capital 628,780 621,186

Accumulated deficit ( 446,450 ) ( 429,197 )

Treasury stock, 613,847 and 613,847 shares at August 31, 2025 and May 31, 2025, respectively

Treasury stock, 613,847 shares, at cost at November 30, 2025 and May 31, 2025, respectively

( 7,381 ) ( 7,381 )

8 unchanged sentences

(in thousands of dollars)

Three Months Ended

Aug 31, 2025 Aug 31, 2024

Six Months Ended

Nov 30, 2025 Nov 30, 2024

Cash flows from operating activities:

3 unchanged sentences

Non-cash lease expense 850 993

Non-cash interest expense 145 —

Stock based compensation 7,361 5,733

2 unchanged sentences

Change in accounts receivable allowances ( 127 ) 388

Fixed and intangible asset impairments and disposals ( 27 ) 20

Fixed and intangible asset disposals 280 59

Other 502 119

38 unchanged sentences

Balance at August 31, 2025 42,060,629 $ 386 $ 625,889 $ ( 440,100 ) $ 61 ( 613,847 ) $ ( 7,381 ) $ 178,855

Net loss ( 6,350 ) ( 6,350 )

Issuance/Cancellation of restricted stock units 127,430 —

Stock-based compensation 2,891 2,891

Other comprehensive income, net of tax 937 937

Balance at November 30, 2025 42,188,059 $ 386 $ 628,780 $ ( 446,450 ) $ 998 ( 613,847 ) $ ( 7,381 ) $ 176,333

Common Stock Additional

12 unchanged sentences

Balance at August 31, 2024 41,446,390 $ 386 $ 613,730 $ ( 408,002 ) $ ( 3,267 ) ( 442,141 ) $ ( 6,265 ) $ 196,582

Net loss ( 10,738 ) ( 10,738 )

Issuance/Cancellation of restricted stock units 3,166 ( 5 ) ( 5 )

Stock-based compensation 2,528 2,528

Common stock repurchased ( 2 ) ( 171,706 ) ( 1,116 ) ( 1,118 )

Other comprehensive loss, net of tax ( 481 ) ( 481 )

Balance at November 30, 2024 41,449,556 $ 384 $ 616,253 $ ( 418,740 ) $ ( 3,748 ) ( 613,847 ) $ ( 7,381 ) $ 186,768

The accompanying notes are an integral part of these consolidated financial statements.

4 unchanged sentences

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Statements of Operations and the Consolidated Statements of Comprehensive Loss for the three months ended August 31, 2025 and 2024, the Consolidated Balance Sheet as of August 31, 2025, the Consolidated Statements of Cash Flows for the three months ended August 31, 2025 and 2024, and the Consolidated Statements of Stockholders’ Equity for the three months ended August 31, 2025 and 2024 have been prepared by the Company and are unaudited.

The Consolidated Statements of Operations and the Consolidated Statements of Comprehensive Loss for the three and six months ended November 30, 2025 and 2024, the Consolidated Balance Sheet as of November 30, 2025, the Consolidated Statements of Cash Flows for the six months ended November 30, 2025 and 2024, and the Consolidated Statements of Stockholders’ Equity for the six months ended November 30, 2025 and 2024 have been prepared by the Company and are unaudited.

The Consolidated Balance Sheet as of May 31, 2025 was derived from audited consolidated financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America.

In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary to state fairly the financial position, changes in stockholders’ equity and comprehensive income, results of operations and cash flows as of and for the period ended August 31, 2025 (and for all periods presented) have been made.

The unaudited interim consolidated financial statements for the three months ended August 31, 2025 and 2024 include the accounts of AngioDynamics, Inc.

In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary to state fairly the financial position, changes in stockholders’ equity and comprehensive income, results of operations and cash flows as of and for the period ended November 30, 2025 (and for all periods presented) have been made.

The unaudited interim consolidated financial statements for the three and six months ended November 30, 2025 and 2024 include the accounts of AngioDynamics, Inc.

and its wholly owned subsidiaries (collectively, the "Company", "we", "our" or "us").

12 unchanged sentences

The following table summarizes net sales by Med Tech, Med Device and by geography:

Three Months Ended August 31, 2025 Three Months Ended August 31, 2024

Three Months Ended November 30, 2025 Three Months Ended November 30, 2024

(in thousands) United States International Total United States International Total

2 unchanged sentences

Total $ 67,594 $ 11,839 $ 79,433 $ 62,678 $ 10,167 $ 72,845

Six Months Ended November 30, 2025 Six Months Ended November 30, 2024

(in thousands) United States International Total United States International Total

Med Tech $ 61,813 $ 9,101 $ 70,914 $ 52,023 $ 7,500 $ 59,523

Med Device 72,237 11,993 84,230 70,136 10,677 80,813

Total $ 134,050 $ 21,094 $ 155,144 $ 122,159 $ 18,177 $ 140,336

Net Product Revenue

3 unchanged sentences

The Company sells its products to its distributors and to end users, such as interventional radiologists, interventional cardiologists, vascular surgeons, urologists, interventional and surgical oncologists and critical care nurses.

Table of Content

Contracts and Performance Obligations

3 unchanged sentences

For each contract, the Company considers the promise to transfer products, each of which is distinct, to be the identified performance obligations.

Table of Content

Transaction Price and Allocation to Performance Obligations

22 unchanged sentences

Discounts and product returns are based on amounts earned or to be claimed on the related sales and are classified as a contra asset.

During the three months ended August 31, 2025 and 2024, such product returns were not material.

During the three months ended November 30, 2025 and 2024, such product returns were not material.

The Company provides certain customers with rebates and allowances that are explicitly stated in the Company’s contracts and are recorded as a reduction of revenue in the period the related product revenue is recognized.

2 unchanged sentences

The Company is also required to pay administrative fees to group purchasing organizations.

Table of Content

Contract Balances with Customers

3 unchanged sentences

In some cases, if control of the product has not yet transferred to the customer or the timing of the payments made by the customer precedes the Company’s fulfillment of the performance obligation, the Company recognizes a contract liability that is included in deferred revenue in "Accrued liabilities" in the accompanying Consolidated Balance Sheets.

Table of Content

The following table presents changes in the Company’s receivables, contract assets and contract liabilities with customers:

(in thousands) Aug 31, 2025 May 31, 2025

(in thousands) Nov 30, 2025 May 31, 2025

Receivables $ 44,434 $ 42,890

1 unchanged sentence

Contract liabilities $ 555 $ 277

During the three months ended August 31, 2025, the Company had additions to contract liabilities of $ 0.1 million.

This was offset by $ 0.1 million in revenue that was recognized during the three months ended August 31, 2025.

During the six months ended November 30, 2025, the Company had additions to contract liabilities of $ 0.4 million.

This was offset by $ 0.1 million in revenue that was recognized during the six months ended November 30, 2025.

Costs to Obtain or Fulfill a Customer Contract

7 unchanged sentences

Inventories consisted of the following:

(in thousands) Aug 31, 2025 May 31, 2025

(in thousands) Nov 30, 2025 May 31, 2025

Raw materials $ 24,677 $ 27,497

5 unchanged sentences

Based on these assumptions, the Company estimates the amount of obsolete, expiring and slow-moving inventory.

The total inventory reserve at August 31, 2025 and May 31, 2025 was $ 4.6 million and $ 4.4 million, respectively.

The total inventory reserve at November 30, 2025 and May 31, 2025 was $ 5.0 million and $ 4.4 million, respectively.

INTANGIBLE ASSETS

18 unchanged sentences

$ 192,359 $ ( 123,243 ) $ 69,116

Amortization expense for the three months ended August 31, 2025 and 2024 was $ 2.7 million and $ 2.6 million, respectively.

Amortization expense for the three months ended November 30, 2025 and 2024 was $ 2.6 million and $ 2.6 million, respectively.

Amortization expense for the six months ended November 30, 2025 and 2024 was $ 5.3 million and $ 5.1 million, respectively.

Expected future amortization expense related to the intangible assets for each of the following fiscal years is as follows:

4 unchanged sentences

Accrued liabilities consisted of the following:

(in thousands) Aug 31, 2025 May 31, 2025

(in thousands) Nov 30, 2025 May 31, 2025

Payroll and related expenses $ 14,336 $ 20,397

6 unchanged sentences

Rebates 380 446

Accrued freight 575 575

Accrued freight and tariffs 1,325 875

Accrued severance 1,312 800

18 unchanged sentences

* The definitions of total indebtedness, EBITDA, capital expenditures and interest expense are specifically defined in the Credit Agreement included as an exhibit to Form 8-K filed on May 28, 2025.

As of August 31, 2025 there were no amounts outstanding on the Revolving Facility.

As of August 31, 2025, the carrying value of long-term debt approximated its fair market value.

As of November 30, 2025 there were no amounts outstanding on the Revolving Facility.

As of November 30, 2025, the carrying value of long-term debt approximated its fair market value.

The Company provides for income taxes at the end of each interim period based on the estimated effective tax rate for the full fiscal year adjusted for any discrete events, which are recorded in the period that they occur.

The estimated annual effective tax rate prior to discrete items was ( 0.6 )% as of the first quarter of fiscal year 2026, as compared to 1.8 % for the same period in fiscal year 2025.

The estimated annual effective tax rate prior to discrete items was ( 0.3 )% as of the second quarter of fiscal year 2026, as compared to 1.7 % for the same period in fiscal year 2025.

In fiscal year 2026, the Company’s effective tax rate differs from the U.S.

4 unchanged sentences

Based on the review of all available evidence, the Company determined that it has not yet attained a sustained level of profitability and the objectively verifiable negative evidence outweighed the positive evidence.

Therefore, the Company has provided a valuation allowance on its federal and state net operating loss carryforwards, federal and state Research and Development ("R&D") credit carryforwards and other net deferred tax assets as of August 31, 2025.

The Company will continue to assess the level of the valuation allowance required.

5 unchanged sentences

As the Company maintains a full valuation allowance on its U.S.

deferred tax assets, the legislation does not have a material impact on our consolidated financial statements for the quarter ended August 31, 2025.

deferred tax assets, the legislation does not have a material impact on our consolidated financial statements for the quarter ended November 30, 2025.

SHARE-BASED COMPENSATION

2 unchanged sentences

On November 12, 2024 the Company's shareholders approved an amendment to the 2020 Plan to increase the reserve of shares of common stock available for future grants by 3.2 million shares.

As of August 31, 2025, there was a maximum of 2.5 million shares of common stock available for future grant under the 2020 Plan.

As of November 30, 2025, there was a maximum of 2.6 million shares of common stock available for future grant under the 2020 Plan.

Prior to the adoption of the 2020 Plan, equity awards were issued under the 2004 Stock and Incentive Award Plan (the “2004 Plan”).

1 unchanged sentence

The Company also has an employee stock purchase plan.

As of August 31, 2025, there was a maximum of 2.5 million shares of common stock available for future grant under the employee stock purchase plan.

For the three months ended August 31, 2025 and 2024, share-based compensation expense was $ 4.5 million and $ 3.2 million, respectively.

During the three months ended August 31, 2025 and 2024, the Company granted stock options and restricted stock units under the 2020 Plan to certain employees and members of the Board of Directors.

Stock option awards are valued using the Black-Scholes option-pricing model and then amortized on a straight-line basis over the requisite service period of the award.

As of November 30, 2025, there was a maximum of 2.5 million shares of common stock available for future grant under the employee stock purchase plan.

For the three months ended November 30, 2025 and 2024, share-based compensation expense was $ 2.9 million and $ 2.5 million, respectively.

For the six months ended November 30, 2025 and 2024, share-based compensation expense was $ 7.4 million and $ 5.7 million, respectively.

During the six months ended November 30, 2025 and 2024, the Company granted restricted stock units under the 2020 Plan to certain employees and members of the Board of Directors.

Generally, restricted stock unit awards are valued based on the closing trading value of the Company’s common stock on the date of grant and then amortized on a straight-line basis over the requisite service period of the award.

In July 2023, the Board of Directors approved a change in terms of restricted stock units granted to non-employee directors to provide for immediate vesting upon grant of the award.

During the three months ended August 31, 2025 and 2024, the Company granted performance share units under the 2020 Plan to certain employees.

In the event that the Company grants stock option awards, they are valued using the Black-Scholes option-pricing model and then amortized on a straight-line basis over the requisite service period of the award.

During the six months ended November 30, 2025 and 2024, the Company granted performance share units under the 2020 Plan to certain employees.

The awards may be earned by achieving performance levels over the requisite service period.

1 unchanged sentence

The fair value of these awards is based on a Monte Carlo simulation model.

As of August 31, 2025, there was $ 28.4 million of unrecognized compensation expense related to share-based payment arrangements.

These costs are expected to be recognized over a weighted-average period of approximately three years .

As of November 30, 2025, there was $ 24.3 million of unrecognized compensation expense related to share-based payment arrangements.

These costs are expected to be recognized over a weighted-average period of approximately two years .

The Company has sufficient shares to satisfy expected share-based payment arrangements.

1 unchanged sentence

The timing and amount of any share repurchases under the authorization will be determined by management within certain parameters and based on market conditions and other considerations.

There were no shares repurchased during the first quarter of fiscal year 2026.

During the first quarter of fiscal year 2025, the Company repurchased 72,141 shares of common stock in the open market at an aggregate cost of $ 0.5 million under the Repurchase Program.

As of August 31, 2025, $ 13.3 million remained available for repurchase under the Repurchase Program.

There were no shares repurchased during the six months ended November 30, 2025.

During fiscal year 2025, the Company repurchased 243,847 shares of common stock in the open market at an aggregate cost of $ 1.7 million under the Repurchase Program.

As of November 30, 2025, $ 13.3 million remained available for repurchase under the Repurchase Program.

EARNINGS PER SHARE

4 unchanged sentences

The following table reconciles basic to diluted weighted-average shares outstanding:

Three Months Ended

(in thousands) Aug 31, 2025 Aug 31, 2024

Three Months Ended Six Months Ended

(in thousands) Nov 30, 2025 Nov 30, 2024 Nov 30, 2025 Nov 30, 2024

Basic 41,542 40,922 41,404 40,787

14 unchanged sentences

The table below summarizes net sales, cost of sales and gross margin by Med Tech and Med Device:

Three Months Ended

(in thousands) Aug 31, 2025 Aug 31, 2024

Three Months Ended Six Months Ended

(in thousands) Nov 30, 2025 Nov 30, 2024 Nov 30, 2025 Nov 30, 2024

Med Tech Net Sales $ 35,653 $ 31,554 $ 70,914 $ 59,523

13 unchanged sentences

Other income (expense), net (2)

( 230 ) 246 ( 412 ) 679

Loss before income tax benefit ( 6,355 ) ( 10,848 ) ( 17,193 ) ( 23,513 )

4 unchanged sentences

The table below summarizes net sales by geographic area based on external customer location:

Three Months Ended

(in thousands) Aug 31, 2025 Aug 31, 2024

Three Months Ended Six Months Ended

(in thousands) Nov 30, 2025 Nov 30, 2024 Nov 30, 2025 Nov 30, 2024

United States $ 67,594 $ 62,678 $ 134,050 $ 122,159

1 unchanged sentence

Total $ 79,433 $ 72,845 $ 155,144 $ 140,336

For the three months ended August 31, 2025 and 2024, international sales as a percentage of total net sales were 12.2 % and 11.9 %, respectively.

For the three months ended November 30, 2025 and 2024, international sales as a percentage of total net sales were 14.9 % and 14.0 %, respectively.

For the six months ended November 30, 2025 and 2024, international sales as a percentage of total net sales were 13.6 % and 13.0 %, respectively.

Sales to any one country outside the U.S., as determined by shipment destination, did not comprise a material portion of net sales in any of the last three fiscal years.

In addition, no one customer represents more than 10% of consolidated net sales.

63 % of long-lived assets are located within the United States and 36% are located within Israel.

In addition, no one customer represents more than 10% of consolidated net sales and 63 % of long-lived assets are located within the United States and 36 % are located within Israel.

On a recurring basis, the Company measures certain financial assets and financial liabilities at fair value based upon quoted market prices, where available.

21 unchanged sentences

and interest expense, using the effective interest rate method.

No gain or loss was recognized related to the financing arrangement for the three months ended August 31, 2025.

As of August 31, 2025, the carrying value of the financing arrangement was $ 6.1 million, of which $ 0.4 million was classified as "Other current liabilities" and $ 5.7 million was classified as "Other long-term liabilities" on the Consolidated Balance Sheets.

Interest expense associated with the financing arrangement was $ 0.1 million for the three months ending August 31, 2025.

Remaining future cash payments related to the financing arrangement as of August 31, 2025 for each of the following fiscal years is:

(in thousands) Aug 31, 2025

No gain or loss was recognized related to the financing arrangement for the three and six months ended November 30, 2025.

As of November 30, 2025, the carrying value of the financing arrangement was $ 6.0 million, of which $ 0.4 million was classified as "Other current liabilities" and $ 5.6 million was classified as "Other long-term liabilities" on the Consolidated Balance Sheets.

Interest expense associated with the financing arrangement was $ 0.1 million and $ 0.2 million for the three and six months ending November 30, 2025, respectively.

Remaining future cash payments related to the financing arrangement as of November 30, 2025 for each of the following fiscal years is:

(in thousands) Nov 30, 2025

Remainder of 2026 $ 401

7 unchanged sentences

The Company recognizes lease expense for these leases on a straight-line basis over the lease term.

The Company extended the lease for the corporate headquarters in Latham, NY through June 2031 and the Company increased its footprint for its research and development facility in Marlborough, MA through September 2030.

The following table presents supplemental balance sheet information related to leases:

(in thousands) Balance Sheet Location Aug 31, 2025 May 31, 2025

(in thousands) Balance Sheet Location Nov 30, 2025 May 31, 2025

Operating lease ROU asset Other assets $ 5,724 $ 3,850

9 unchanged sentences

The maturities of the lease liabilities for each of the following fiscal years is:

(in thousands) Aug 31, 2025

(in thousands) Nov 30, 2025

Remainder of 2026 $ 824

5 unchanged sentences

Long-term lease obligations $ 4,478

During the three months ended August 31, 2025 and 2024, the Company recognized $ 0.6 million and $ 0.7 million of operating lease expense, respectively, which includes immaterial short-term leases.

During the three months ended November 30, 2025 and 2024, the Company recognized $ 0.6 million and $ 0.7 million of operating lease expense, respectively, which includes immaterial short-term leases.

During the six months ended November 30, 2025 and 2024, the Company recognized $ 1.3 million and $ 1.3 million of operating lease expense, respectively, which includes immaterial short-term leases.

The expenses on the Consolidated Statement of Operations were classified as follows:

Three Months Ended

(in thousands) Aug 31, 2025

Three Months Ended Six Months Ended

(in thousands) Nov 30, 2025

Nov 30, 2024 Nov 30, 2025

Cost of sales $ 171 $ 230 $ 372 $ 461

3 unchanged sentences

Acquisition, restructuring and other items, net 25 — 49 —

$ 619 $ 656 $ 1,258 $ 1,337

The following table presents supplemental cash flow and other information related to leases:

Three Months Ended

(in thousands) Aug 31, 2025 Aug 31, 2024

Six Months Ended

(in thousands) Nov 30, 2025 Nov 30, 2024

Cash paid for amounts included in the measurement of lease liabilities

22 unchanged sentences

On March 31, 2024, the Company and Bard’s parent company Becton, Dickinson and Company (collectively, “BD”) entered into a settlement agreement (the “Settlement Agreement”) to resolve the ongoing litigations.

Neither party admitted any liability and the Settlement Agreement contains mutual covenants not to sue and releases.

Under the terms of the Settlement Agreement, BD granted a license to the Company under certain of BD’s port patents and AngioDynamics granted BD a license under certain of the Company’s catheter patents.

The Company made a one-time lump sum payment to BD in the amount of $ 7.0 million, $ 3.0 million which was paid within 5 business days of execution of the Settlement Agreement, and the remainder is payable in installments during 12 month period ending March 31, 2025.

The Company will also make six minimum annual payments to BD of $ 2.5 million starting in fiscal year 2025, and potential additional payments if six percent ( 6 %) of annual net sales of the Company’s port products exceed the minimum payment.

The Company will also make six minimum annual payments to BD of $ 2.5 million which started in fiscal year 2025, and potential additional payments if six percent ( 6 %) of annual net sales of the Company’s port products exceed the minimum payment.

The Company made payments of $ 2.5 million related to the minimum annual payments to BD during the quarter ended August 31, 2025.

The parties will participate in the pending appeal before the Federal Circuit of the case that was filed March 10, 2015 and a contingent payment of $ 3.0 million will be due from the Company to BD if the Federal Circuit reverses or vacates the District Court’s findings of invalidity with respect to the patent claims at issue in the case.

Oral argument in the appeal will take place on October 8, 2025.

Neither party admitted any liability and the agreement contains mutual covenants not to sue and releases.

As of August 31, 2025, there was $ 2.4 million payable to BD recorded in other current liabilities and $ 6.7 million recorded in other long-term liabilities.

The parties participated in the appeal before the Federal Circuit of the case that was filed March 10, 2015 and on December 15, 2025, the Federal Circuit affirmed the District Court's finding of patent invalidity and entered judgement in favor of AngioDynamics.

While the Company will continue to make annual payments to BD pursuant to the Settlement agreement, no additional contingent payments are due as a result of the Federal Circuit's affirmance.

As of November 30, 2025, there was $ 2.4 million payable to BD recorded in other current liabilities and $ 6.7 million recorded in other long-term liabilities.

Port Product Claims

As of August 31, 2025, the Company is defending approximately 219 product liability claims involving the Company's port products (collectively, the “Port Product Claims”).

As of November 30, 2025, the Company is defending approximately 268 product liability claims involving the Company's port products (collectively, the “Port Product Claims”).

The Port Product Claims are consolidated for pretrial proceedings in the United States District Court for the Southern District of California.

5 unchanged sentences

Acquisition, restructuring and other items, net, consisted of:

Three Months Ended

(in thousands) Aug 31, 2025 Aug 31, 2024

Three Months Ended Six Months Ended

(in thousands) Nov 30, 2025 Nov 30, 2024 Nov 30, 2025 Nov 30, 2024

$ 1,472 $ 56 $ 1,685 $ 410

Mergers and acquisitions — 737 — 737

Plant closure (2)

2,371 5,102 4,716 8,691

Transition service agreement (3)

10 unchanged sentences

In the second quarter of fiscal year 2025, the Company announced a modification to the Plan to maintain a presence in Queensbury, NY for the manufacturing of select products, customer service, logistics, shipping, quality and regulatory operations.

The restructuring activities associated with the modified Plan are still expected to be completed in the third quarter of fiscal year 2026.

The restructuring activities associated with the modified Plan are expected to be completed by the end of fiscal year 2026.

Table of Content

The following table provides a summary of our estimated costs associated with the plan:

Type of cost (in thousands) Total original estimated amount expected to be incurred Total modified estimated amount expected to be incurred

Type of cost (in thousands) Total estimated amount expected to be incurred

Facilities closeout fees (1)

$ 14,500 to $ 15,250 $ 16,000 to $ 17,000

Termination benefits 9,000 to 10,000 6,200 to 7,200

Outside consultants 9,000 to 10,000 7,500 to 8,500

Validation expenses 4,500 to 5,500 3,400 to 4,400

Regulatory filings 750 to 1,250 150 to 650

Other 750 to 1,250 150 to 650

$ 38,500 to $ 43,250 $ 33,400 to $ 38,400

$ 16,000 to $ 17,000

Termination benefits 6,200 to 7,200

Outside consultants 7,500 to 8,500

Validation expenses 3,400 to 4,400

Regulatory filings 150 to 650

Other 150 to 650

$ 33,400 to $ 38,400

(1) Included in the original and modified estimate is approximately $ 13.6 million and $ 13.3 million of non-cash charges for accelerated depreciation and building impairment.

The Company recorded restructuring charges related to the plan during the three months ended August 31, 2025 of $ 2.3 million .

The Company recorded restructuring charges related to the plan during the three and six months ended November 30, 2025 of $ 2.4 million and $ 4.7 million, respectively .

Total restructuring charges recorded to date are $ 28.0 million.

2 unchanged sentences

The table below presents the restructuring reserve:

Three Months Ended Aug 31, 2025

Three Months Ended Nov 30, 2025

Termination Benefits Outside Consultants Validation Expenses Facilities Closeout Fees Regulatory Filings Other Total

(in thousands)

Balance at August 31, 2025 $ 784 $ 536 $ 34 $ — $ — $ 47 $ 1,401

Charges 282 1,364 386 153 47 139 2,371

Non-cash adjustments — — — ( 153 ) — — ( 153 )

Cash payments ( 34 ) ( 1,255 ) ( 157 ) — — ( 147 ) ( 1,593 )

Balance at November 30, 2025

$ 1,032 $ 645 $ 263 $ — $ 47 $ 39 $ 2,026

Six Months Ended Nov 30, 2025

Termination Benefits Outside Consultants Validation Expenses Facilities Closeout Fees Regulatory Filings Other Total

(in thousands)

Balance at May 31, 2025 $ 629 $ 622 $ 86 $ — $ — $ 166 $ 1,503

2 unchanged sentences

Cash payments ( 160 ) ( 1,902 ) ( 914 ) — ( 13 ) ( 867 ) ( 3,856 )

Balance at August 31, 2025

Balance at November 30, 2025

$ 1,032 $ 645 $ 263 $ — $ 47 $ 39 $ 2,026

17 unchanged sentences

June 1, 2026 The Company plans to adopt the new standard for the fiscal year 2027 and is assessing the impact to the consolidated financial statements.

ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements

This ASU improves the guidance in Topic 270 by improving the navigability of the required interim disclosures and clarifying when that guidance is applicable.

The amendments also provide additional guidance on what disclosures should be provided in interim reporting periods and adds to Topic 270 a principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity.

June 1, 2028 The Company plans to adopt the new standard for the fiscal year 2029 and is assessing the impact to the consolidated financial statements.

There have been no material changes to our critical accounting policies since our Annual Report on Form 10-K for fiscal year ended May 31, 2025.

SUBSEQUENT EVENTS

As previously disclosed by the Company, subsequent to the close of the Company’s fiscal second quarter, on January 2, 2026 James C.

Clemmer notified the Board of Directors of the Company of his intention to retire from his position as President and Chief Executive Officer of the Company and its subsidiaries, currently contemplated to be November 30, 2026 or upon such other date as the appointment of a successor occurs (the “Retirement”).

In connection with the Retirement, the Board of Directors has established a search committee to conduct a comprehensive search, which will be assisted by a leading executive search firm, to identify the Company’s next Chief Executive Officer and to oversee the CEO transition process.

Table of Content

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements