What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-10-02 compared with 2025-04-02 · 161 added, 278 removed, 429 unchanged (51% of the section changed)

4 unchanged sentences

(in thousands of dollars, except per share data)

Three Months Ended Nine Months Ended

Feb 28, 2025 Feb 29, 2024 Feb 28, 2025 Feb 29, 2024

Three Months Ended

Aug 31, 2025 Aug 31, 2024

Net sales $ 75,711 $ 67,491

Cost of sales (exclusive of intangible amortization) 33,854 30,767

Gross profit 38,857 35,861 115,487 116,183

Gross margin 41,857 36,724

Operating expenses:

3 unchanged sentences

Amortization of intangibles 2,653 2,570

Goodwill impairment — 159,476 — 159,476

Change in fair value of contingent consideration — 76

1 unchanged sentence

Total operating expenses 52,513 49,822

Gain on sale of assets — 6,657 — 54,499

Operating loss ( 10,656 ) ( 13,098 )

Other expense:

Interest income, net 135 394 975 1,047

Other income (expense), net 5,430 ( 238 ) 5,269 ( 558 )

Total other income, net 5,565 156 6,244 489

Interest income (expense), net ( 4 ) 606

Other expense, net ( 178 ) ( 173 )

Total other income (expense), net ( 182 ) 433

Loss before income tax benefit ( 10,838 ) ( 12,665 )

Income tax expense (benefit) ( 2 ) ( 12,004 ) 21 ( 6,597 )

Income tax expense 65 133

Net loss $ ( 10,903 ) $ ( 12,798 )

11 unchanged sentences

(in thousands of dollars)

Three Months Ended Nine Months Ended

Feb 28, 2025 Feb 29, 2024 Feb 28, 2025 Feb 29, 2024

Three Months Ended

Aug 31, 2025 Aug 31, 2024

Net loss $ ( 10,903 ) $ ( 12,798 )

11 unchanged sentences

(in thousands of dollars, except share data)

Feb 28, 2025 May 31, 2024

Aug 31, 2025 May 31, 2025

Current assets

3 unchanged sentences

Inventories 62,255 62,006

Earn-out receivable 5,500 —

Prepaid expenses and other 12,996 7,535

8 unchanged sentences

Accrued liabilities 27,657 35,518

Current portion of contingent consideration 5,000 4,728

Other current liabilities 8,743 7,388

8 unchanged sentences

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

41,584,678 and 40,801,597 shares issued and 40,970,831 and 40,431,597 shares outstanding at February 28, 2025 and May 31, 2024, respectively

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

Additional paid-in capital 625,889 621,186

Accumulated deficit ( 440,100 ) ( 429,197 )

Treasury stock, 613,847 and 370,000 shares at February 28, 2025 and May 31, 2024, respectively

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

( 7,381 ) ( 7,381 )

Accumulated other comprehensive loss ( 3,532 ) ( 4,365 )

Accumulated other comprehensive income (loss) 61 ( 2,023 )

Total Stockholders’ Equity 178,855 182,970

5 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)(in thousands of dollars)

Nine Months Ended

Feb 28, 2025 Feb 29, 2024

(in thousands of dollars)

Three Months Ended

Aug 31, 2025 Aug 31, 2024

Cash flows from operating activities:

4 unchanged sentences

Stock based compensation 4,470 3,205

Gain on disposal of assets — ( 54,499 )

Transaction costs for disposition — ( 5,084 )

Change in fair value of contingent consideration — 76

Impairment loss on indefinite-lived intangible assets — 159,476

Deferred income taxes ( 16 ) ( 339 )

1 unchanged sentence

Fixed and intangible asset impairments and disposals ( 27 ) 20

Write-off of other assets — 869

Other 264 121

8 unchanged sentences

Additions to placement and evaluation units ( 820 ) ( 1,313 )

Acquisition of intangibles — ( 3,250 )

Proceeds from sale of assets — 134,500

Net cash (used in) provided by investing activities ( 7,555 ) 126,053

Net cash used in investing activities ( 1,551 ) ( 2,405 )

Cash flows from financing activities:

Repayment of long-term debt — ( 50,000 )

Principal payments on financing arrangement ( 91 ) —

Proceeds from financing arrangement 6,310 —

Payment of acquisition related contingent consideration — ( 10,000 )

Repurchase of common stock — ( 552 )

2 unchanged sentences

Effect of exchange rate changes on cash and cash equivalents 191 116

Increase (decrease) in cash and cash equivalents ( 31,296 ) 33,831

Decrease in cash and cash equivalents ( 17,131 ) ( 21,051 )

Cash and cash equivalents at beginning of period 55,893 76,056

11 unchanged sentences

comprehensive

loss Treasury Stock

income (loss) Treasury Stock

Shares Amount Shares Amount Total

2 unchanged sentences

Issuance/Cancellation of restricted stock units 362,859 ( 478 ) ( 478 )

Issuance/Cancellation of performance share units 60,731 ( 347 ) ( 347 )

Purchases of common stock under ESPP 89,893 1 711 712

Stock-based compensation 4,470 4,470

Common stock repurchased ( 1 ) ( 72,141 ) ( 551 ) ( 552 )

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

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

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

Net loss ( 4,407 ) ( 4,407 )

Exercise of stock options 25,000 248 248

Issuance/Cancellation of restricted stock units 6,016 — —

Purchases of common stock under ESPP 104,106 1 646 647

Stock-based compensation 2,398 2,398

Other comprehensive income, net of tax 216 216

Balance at February 28, 2025 41,584,678 $ 385 $ 619,545 $ ( 423,147 ) $ ( 3,532 ) ( 613,847 ) $ ( 7,381 ) $ 185,870

Table of Content

Common Stock Additional

4 unchanged sentences

Balance at May 31, 2024 40,801,597 $ 385 $ 610,484 $ ( 395,204 ) $ ( 4,365 ) ( 370,000 ) $ ( 5,714 ) $ 205,586

Net income 45,884 45,884

Issuance/Cancellation of restricted stock units 386,031 ( 280 ) ( 280 )

Issuance/Cancellation of performance share units 87,377 ( 210 ) ( 210 )

Purchases of common stock under ESPP 131,811 1 899 900

Stock-based compensation 4,144 4,144

Other comprehensive loss, net of tax ( 930 ) ( 930 )

Balance at August 31, 2023 40,586,641 $ 383 $ 603,759 $ ( 164,971 ) $ ( 5,653 ) ( 370,000 ) $ ( 5,714 ) $ 427,804

Net loss ( 12,798 ) ( 12,798 )

1 unchanged sentence

Issuance/Cancellation of performance share units 60,731 ( 347 ) ( 347 )

Stock-based compensation 1,877 1,877

Other comprehensive income, net of tax 945 945

Balance at November 30, 2023 40,594,406 $ 383 $ 605,284 $ ( 194,019 ) $ ( 4,708 ) ( 370,000 ) $ ( 5,714 ) $ 401,226

Net loss ( 187,736 ) ( 187,736 )

Issuance/Cancellation of restricted stock units 49,701 ( 9 ) ( 9 )

Purchases of common stock under ESPP 151,918 2 709 711

Stock-based compensation 3,205 3,205

Common stock repurchased ( 1 ) ( 72,141 ) $ ( 551 ) ( 552 )

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

Balance at February 29, 2024 40,794,533 $ 385 $ 608,588 $ ( 381,755 ) $ ( 2,806 ) ( 370,000 ) $ ( 5,714 ) $ 218,698

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

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 and nine months ended February 28, 2025 and February 29, 2024, the Consolidated Balance Sheet as of February 28, 2025, the Consolidated Statements of Cash Flows for the nine months ended February 28, 2025 and February 29, 2024, and the Consolidated Statements of Stockholders’ Equity for the nine months ended February 28, 2025 and February 29, 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 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 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 February 28, 2025 (and for all periods presented) have been made.

The unaudited interim consolidated financial statements for the three and nine months ended February 28, 2025 and February 29, 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 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.

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

All intercompany balances and transactions have been eliminated.

PICCs and Midlines

Pursuant to an asset purchase agreement dated February 15, 2024 (the "Spectrum Asset Purchase Agreement"), the Company completed the divestiture of its PICC and Midline businesses (the "Spectrum Divestiture") to Spectrum Vascular ("Spectrum").

Total consideration received by the Company for the Spectrum Divestiture in the third quarter of fiscal year 2024 was $ 34.5 million in cash and resulted in a pre-tax book gain of $ 6.7 million.

Included in the agreement is a $ 5.5 million earn-out related to the sales of divested products over a two-year period and a milestone payment of $ 5.0 million paid upon final transfer of the manufacturing to a third-party that Spectrum will pay to the Company upon achievement.

The Company achieved the sales milestone related to the divested products in the third quarter of fiscal year 2025 and recorded a receivable of $ 5.5 million in "Earn-out receivable" on the Consolidated Balance Sheets which will be paid to the Company in the fourth quarter of fiscal year 2025.

The Company and Spectrum entered into various agreements to facilitate the transition of the divested businesses to Spectrum, including a Transition Services Agreement and Transition Manufacturing Agreement.

The Company determined that the divestiture of the businesses did not constitute a strategic shift that had a major effect on the Company's operations or financial results and as a result, this transaction is not classified as discontinued operations.

The following table summarizes the major classes of assets sold on the date of the sale:

(in thousands) As of February 15, 2024

Current assets:

Inventories $ 4,203

Total current assets $ 4,203

Non-current assets:

Property, plant and equipment, net $ 158

Intangible assets, net 20,781

Other assets 40

Total non-current assets $ 20,979

Dialysis and BioSentry

Pursuant to an asset purchase agreement dated June 8, 2023 (the "Merit Asset Purchase Agreement"), the Company completed the divestiture of the dialysis and BioSentry tract sealant system biopsy businesses (the "Merit Divestiture") to Merit Medical Systems, Inc.

Total consideration received by the Company for the Merit Divestiture in the first quarter of fiscal year 2024 was $ 100.0 million in cash and resulted in a pre-tax book gain of $ 47.8 million.

Table of Content

The Company and Merit entered into various agreements to facilitate the transition of the divested businesses to Merit, including a Transition Services Agreement and Contract Manufacturing Agreement.

The following table summarizes the major classes of assets sold on the date of the sale:

(in thousands) As of June 8, 2023

Current assets:

Inventories $ 4,068

Prepaid expenses and other 2,000

Total current assets $ 6,068

Non-current assets:

Property, plant and equipment, net $ 54

Intangible assets, net 17,629

Goodwill 25,980

Total non-current assets $ 43,663

REVENUE FROM CONTRACTS WITH CUSTOMERS

1 unchanged sentence

Under ASC 606, Revenue from Contracts with Customers , revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services.

To determine revenue recognition for arrangements that a Company determines are within the scope of ASC 606, the Company performs the following five steps:

To determine revenue recognition for arrangements, the Company performs the following five steps:

(i) identify the contract(s) with a customer;

6 unchanged sentences

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

Three Months Ended February 28, 2025 Three Months Ended February 29, 2024

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

Med Tech $ 27,000 $ 4,341 $ 31,341 $ 22,033 $ 3,811 $ 25,844

Med Device 34,340 6,323 40,663 40,309 9,029 49,338

Total $ 61,340 $ 10,664 $ 72,004 $ 62,342 $ 12,840 $ 75,182

Nine Months Ended February 28, 2025 Nine Months Ended February 29, 2024

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

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

7 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

15 unchanged sentences

Variable Consideration

Revenue from product sales are recorded at the net sales price (transaction price), which includes estimates of variable consideration for which reserves are established for discounts, returns, rebates and allowances that are offered within contracts between the Company and its customers.

These reserves are based on the amounts earned or to be claimed on the related sales and are classified as a contra asset.

Rebates and Allowances:

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.

The Company establishes reserves for such amounts, which is included in "Accrued liabilities" in the accompanying Consolidated Balance Sheets.

These rebates and allowances result from performance-based offers that are primarily based on attaining contractually specified sales volumes.

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

Product Returns:

Revenue from product sales are recorded at the net sales price (transaction price), which includes estimates of variable consideration for which reserves are established for discounts, product returns, rebates and allowances that are offered within contracts between the Company and its customers.

The Company generally offers customers a limited right of return.

2 unchanged sentences

The Company estimates the amount of its product sales that may be returned by its customers and records this estimate as a reduction of revenue in the period the related product revenue is recognized.

The Company currently estimates product return liabilities using its historical product return information and considers other factors that it believes could significantly impact its expected

Table of Content

returns, including product recalls.

During the nine months ended February 28, 2025 and February 29, 2024, such product returns were not material.

The Company currently estimates product return liabilities using its historical product return information and considers other factors that it believes could significantly impact its expected returns, including product recalls.

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.

The Company establishes reserves for such amounts, which is included in "Accrued liabilities" in the accompanying Consolidated Balance Sheets.

These rebates and allowances result from performance-based offers that are primarily based on attaining contractually specified sales volumes.

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

Contract Balances with Customers

2 unchanged sentences

Accordingly, the Company does not have any contract assets associated with the future right to invoice its customers.

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 as deferred revenue in "Accrued liabilities" in the accompanying Consolidated Balance Sheets.

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) Feb 28, 2025 May 31, 2024

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

Receivables $ 42,643 $ 42,890

1 unchanged sentence

Contract liabilities $ 320 $ 277

During the nine months ended February 28, 2025, the Company had additions to contract liabilities of $ 0.2 million.

This was offset by $ 0.3 million in revenue that was recognized during the nine months ended February 28, 2025.

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.

Costs to Obtain or Fulfill a Customer Contract

7 unchanged sentences

Inventories consisted of the following:

(in thousands) Feb 28, 2025 May 31, 2024

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

Raw materials $ 25,928 $ 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 February 28, 2025 and May 31, 2024 was $ 3.8 million and $ 3.3 million, respectively.

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

INTANGIBLE ASSETS

2 unchanged sentences

Useful lives range from two to eighteen years .

The Company periodically reviews, and adjusts, if necessary, the estimated useful lives of its intangible assets and reviews such assets or asset groups for impairment whenever events or changes in circumstances indicate that the carrying

Table of Content

value of the assets or asset groups may not be recoverable.

If an intangible asset or asset group is considered to be impaired, the amount of the impairment will equal the excess of the carrying value over the fair value of the asset.

Table of Content

Intangible assets consisted of the following:

11 unchanged sentences

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

Amortization expense for the three months ended February 28, 2025 and February 29, 2024 was $ 2.6 million and $ 3.3 million, respectively.

Amortization expense for the nine months ended February 28, 2025 and February 29, 2024 was $ 7.7 million and $ 10.5 million, respectively.

Amortization expense for the three months ended August 31, 2025 and 2024 was $ 2.7 million and $ 2.6 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) Feb 28, 2025 May 31, 2024

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

Payroll and related expenses $ 13,539 $ 20,397

4 unchanged sentences

Deferred warranties 292 374

Transition service agreement payable 5,960 6,259

Transaction service agreement payable 674 2,241

Rebates 468 446

4 unchanged sentences

Table of Content

LONG-TERM DEBT

On May 28, 2025, the Company entered into a new Credit Agreement (the “Credit Agreement”) with its subsidiary RITA Medical Systems, LLC (“RITA” and, together with the Company, the “Loan Parties”), the lenders party thereto and JPMorgan Chase Bank, N.A., individually and as administrative agent, issuing bank and swingline lender.

The Credit Agreement provides for a $ 25.0 million secured revolving credit facility (the "Revolving Facility"), which is subject to a borrowing base comprised of certain working capital assets of the Company.

Additionally, until such time as the Company has demonstrated a fixed charge coverage ratio greater than 1.10 to 1.00, the Revolving Facility will be further reduced by $ 5,000,000 (such period, the “Availability Block Period”).

To the extent requested by the Company, and subject to certain customary limitations, the lenders will make revolving loan advances to the Company and the issuing bank will issue letters of credit for the account of the Company, in each case in an aggregate amount not exceeding the availability under the Revolving Facility.

Issuances of letters of credit under the Revolving Facility shall further be limited by an issuance cap, which at the closing date was set at $ 2,000,000 .

The proceeds of the Revolving Facility may be used for working capital and for general corporate needs of AngioDynamics and its subsidiaries.

The Credit Agreement has a two-year maturity.

Interest on the Revolving Facility will be based, at the Company's option, on a rate equal to (i) the Secured Overnight Financing Rate ("SOFR") plus 0.1 % (subject to a floor of 0 %) ("Adjusted Term SOFR"), or (ii) the alternate base rate (subject to a floor of 0 %) ("ABR"), and in each case with a margin for Adjusted Term SOFR loans of 2.0 % and for ABR loans of 1.0 %.

The Revolving Facility will also carry a commitment fee of 0.2 % per annum on the unused portion.

The Revolving Facility contains customary benchmark replacement and rate fallback provisions.

The Company's obligations under the Credit Agreement are unconditionally guaranteed, jointly and severally, by the Company's material direct and indirect domestic subsidiaries (the “Guarantors”).

The sole Guarantor as at the closing date is RITA.

All obligations of the Company and the Guarantors under the Revolving Facility are secured by first priority security interests in substantially all of the assets of the Loan Parties and the Guarantors.

The Credit Agreement includes customary representations, warranties and covenants, and acceleration, indemnity and events of default provisions, including, among other things, a financial covenant which requires the Company to maintain, as of the end of each calendar month commencing after the end of the Availability Block Period, a fixed charge coverage ratio of EBITDA* minus unfinanced capital expenditures to consolidated interest expense paid or payable in cash plus scheduled principal payments in respect of indebtedness under the Credit Agreement of not less than 1.05 to 1.00.

* 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.

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 1.9 % as of the third quarter of fiscal year 2025, as compared to 5.6 % for the same period in fiscal year 2024.

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.

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 R&D credit carryforwards and other net deferred tax assets as of February 28, 2025.

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.

If sufficient positive evidence exists in future periods to support a release of some or all of the valuation allowance, such a release would likely have a material impact on the Company’s results of operations.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law, making permanent certain provisions of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and the business interest

Table of Content

expense limitation.

In accordance with ASC 740, the Company has recognized the effects of the new tax law in the period of enactment.

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.

SHARE-BASED COMPENSATION

On October 13, 2020, the Company's shareholders approved the 2020 Stock and Incentive Award Plan (the “2020 Plan”), and authorized an initial reserve of 2.4 million shares of common stock available for grants.

On October 13, 2020, the Company's shareholders approved the 2020 Stock and Incentive Award Plan (the “2020 Plan”).

The 2020 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance share units, performance shares and other incentive awards to the Company's employees, directors and other service providers.

On November 3, 2022 and November 14, 2023, the Company’s shareholders approved amendments to the 2020 Plan to increase the reserve of shares of common stock available for grants by 1.95 million shares and 1.5 million shares, respectively.

On November 12, 2024, the Company's shareholders approved an additional 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 February 28, 2025, there was a maximum of 4.0 million shares of common stock available for future grant under the 2020 Plan.

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.

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 February 28, 2025, there was a maximum of 2.6 million shares of common stock available for future grant under the employee stock purchase plan.

For the three months ended February 28, 2025 and February 29, 2024, share-based compensation expense was $ 2.4 million and $ 2.6 million, respectively.

For the nine months ended February 28, 2025 and February 29, 2024, share-based compensation expense was $ 8.1 million and $ 8.6 million, respectively.

During the nine months ended February 28, 2025 and February 29, 2024, the Company granted stock options and restricted stock units under the 2020 Plan to certain employees and members of the Board of Directors.

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.

1 unchanged sentence

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 nine months ended February 28, 2025 and February 29, 2024, the Company granted performance share units under the 2020 Plan to certain employees.

During the three months ended August 31, 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 February 28, 2025, there was $ 18.2 million of unrecognized compensation expense related to share-based payment arrangements.

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 .

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

Table of Content

On July 16, 2024, the Board of Directors approved a share repurchase program (the "Repurchase Program") under which they authorized the Company the option to repurchase up to $ 15.0 million of its outstanding common stock.

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 share repurchases during the third quarter of fiscal year 2025.

During the second quarter of fiscal year 2025, the Company repurchased 171,706 shares of common stock in the open market at an aggregate cost of $ 1.1 million under the Repurchase Program.

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 February 28, 2025, $ 13.3 million remained available for repurchase under the Repurchase Program.

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

EARNINGS PER SHARE

2 unchanged sentences

In periods with a net loss, stock options and restricted stock units are not included in the computation of diluted loss per share as the impact would be anti-dilutive.

Table of Content

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

Three Months Ended Nine Months Ended

(in thousands) Feb 28, 2025 Feb 29, 2024 Feb 28, 2025 Feb 29, 2024

Three Months Ended

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

Basic 41,174 40,653

4 unchanged sentences

Segment information

The Company regularly reviews its segments and the approach used by the chief operating decision maker, the President and Chief Executive Officer ("CEO"), and management to evaluate performance and allocate resources.

The Company manages its operations through two segments, Med Tech and Med Device.

The CEO evaluates these two segments based on net sales and gross margin to, among other items, allocate resources and assess performance.

The Company regularly reviews its segments and the approach used by the chief operating decision maker, the President and Chief Executive Officer ("CEO"), to evaluate performance and allocate resources.

The Company manages its operations through two operating segments, Med Tech and Med Device.

The CEO evaluates these two operating segments based on gross margin to, among other items, allocate resources and assess performance.

The CEO uses gross margin in the budgeting and forecasting process to assess profitability and enable decision making regarding strategic initiatives, investments and personnel across the two operating segments.

Executives reporting to the CEO include those responsible for commercial operations, manufacturing operations, regulatory and quality and certain corporate functions.

The CEO evaluates all other elements of profitability, investment and cash flow metrics on a consolidated global basis due to shared infrastructure and resources.

The Med Tech segment is comprised of our technology portfolio including Auryon, the thrombus management platform and NanoKnife.

The Med Device segment is comprised of our Core, Venous, Ports and other Oncology products.

The Company manages its assets on a total company basis, not by operating segment;

therefore, the CEO does not review any asset information by operating segment and, accordingly, asset information is not reported or evaluated by operating segment.

Total assets were $ 285.4 million as of February 28, 2025.

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

Table of Content

Three Months Ended Nine Months Ended

(in thousands) Feb 28, 2025 Feb 29, 2024 Feb 28, 2025 Feb 29, 2024

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

Med Tech Net Sales $ 35,261 $ 27,969

Gross profit 19,588 15,857 57,398 48,400

Med Tech Cost of Sales (exclusive of intangible amortization) 13,339 10,272

Gross Margin 21,922 17,697

Gross Margin % 62.2 % 63.3 %

Med Device Net Sales $ 40,450 $ 39,522

Gross profit 19,269 20,004 58,089 $ 67,783

Med Device Cost of Sales (exclusive of intangible amortization) 20,515 20,495

Gross Margin 19,935 19,027

Gross Margin % 49.3 % 48.1 %

Total Net Sales $ 75,711 $ 67,491

Gross profit 38,857 35,861 115,487 116,183

Total Cost of Sales (exclusive of intangible amortization) 33,854 30,767

Gross Margin 41,857 36,724

Gross Margin % 55.3 % 54.4 %

Operating Expenses (1)

$ 52,513 $ 49,822

Other income (expense), net (2)

Loss before income tax benefit ( 10,838 ) ( 12,665 )

Table of Content

(1) Operating expenses include Research and development, Sales and marketing, General and administrative, Amortization of intangibles, Change in fair value of contingent consideration and Acquisition, restructuring and other items, net.

(2) Other income (expense), net includes interest income, interest expense, foreign currency impacts and bank fees.

Geographic information

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

Three Months Ended Nine Months Ended

(in thousands) Feb 28, 2025 Feb 29, 2024 Feb 28, 2025 Feb 29, 2024

Three Months Ended

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

United States $ 66,456 $ 59,481

1 unchanged sentence

Total $ 75,711 $ 67,491

For the three months ended February 28, 2025 and February 29, 2024, international sales as a percentage of total net sales were 14.8 % and 17.1 %, respectively.

For the nine months ended February 28, 2025 and February 29, 2024, international sales as a percentage of total net sales were 13.6 % and 18.1 %, respectively.

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.

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 and 65 % of long-lived assets are located within the United States.

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.

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

6 unchanged sentences

• Level 3 - Inputs to the valuation methodology are significant unobservable inputs based on management’s best estimate of inputs market participants would use in pricing the asset or liability at the measurement date, including assumptions about risk.

The Company's financial instruments include cash and cash equivalents, accounts receivable, accounts payable and contingent consideration.

The Company's financial instruments include cash and cash equivalents, accounts receivable and accounts payable.

The carrying amount of cash and cash equivalents, accounts receivable, and accounts payable approximates fair value due to their immediate or short-term maturities.

The recurring fair value measurements using significant unobservable inputs (Level 3) relate to contingent consideration liabilities.

Table of Content

The following tables provide information by level for assets and liabilities that are measured at fair value on a recurring basis:

Fair Value Measurements using inputs considered as:

Fair Value at Feb 28, 2025

(in thousands) Level 1 Level 2 Level 3

Financial Liabilities

Contingent consideration for acquisition earn outs $ — $ — $ 5,000 $ 5,000

Total Financial Liabilities $ — $ — $ 5,000 $ 5,000

Fair Value Measurements using inputs considered as:

Fair Value at May 31, 2024

(in thousands) Level 1 Level 2 Level 3

Financial Liabilities

Contingent consideration for acquisition earn outs $ — $ — $ 4,728 $ 4,728

Total Financial Liabilities $ — $ — $ 4,728 $ 4,728

There were no transfers between Level 1, 2 and 3 for the three and nine months ended February 28, 2025 and February 29, 2024.

The table below presents the changes in fair value components of Level 3 instruments:

Three Months Ended Feb 28, 2025

(in thousands) Fair Value Measurements Using Significant Unobservable Inputs (Level 3)

Balance, November 30, 2024 $ 4,960

Change in present value of contingent consideration (1)

Balance, February 28, 2025

Nine Months Ended February 28, 2025

(in thousands) Fair Value Measurements Using Significant Unobservable Inputs (Level 3)

Balance, May 31, 2024 $ 4,728

Change in present value of contingent consideration (1)

Balance, February 28, 2025

(1) Change in the fair value of contingent consideration is included in earnings and comprised of changes in estimated earn out payments based on projections of Company performance and amortization of the present value discount.

Contingent Liability for Acquisition Earn Outs

Some of the Company's business combinations involve the potential for the payment of future contingent consideration upon the achievement of certain product development milestones or various other performance conditions.

Payment of the additional consideration is generally contingent on the acquired company reaching certain performance milestones, including attaining specified revenue levels or product development targets.

Contingent consideration is recorded at the estimated fair value of the contingent payments on the acquisition date.

The fair value of the contingent consideration is remeasured at the estimated fair value at each reporting period with the change in fair value recognized as income or expense within "Change in fair value of contingent consideration" in the Consolidated Statements of Operations.

The Company measures the initial liability and remeasures the liability on a recurring basis using Level 3 inputs as defined under authoritative guidance for fair value measurements, which is determined using a discounted cash flow model applied to projected net sales, using probabilities of achieving projected net sales and projected payment dates.

Projected net

Table of Content

sales are based on internal projections and extensive analysis of the target market and the sales potential.

Increases or decreases in any valuation inputs in isolation may result in a significantly lower or higher fair value measurement in the future.

The recurring Level 3 fair value measurements of the contingent consideration liabilities include the following significant unobservable inputs as of February 28, 2025:

(in thousands) Fair Value Valuation Technique Unobservable Input Range

Revenue based payments $ 5,000 Discounted cash flow Discount rate 10 %

Probability of payment 100 %

Projected fiscal year of payment 2026

At February 28, 2025, the amount of undiscounted future contingent consideration that the Company expects to pay as a result of all completed acquisitions is approximately $ 5.0 million.

The final milestone associated with the contingent consideration was reached during the third quarter of fiscal year 2025 and will be paid during the first quarter of fiscal year 2026.

The Company does not have assets or liabilities that require recurring fair value measurement using significant unobservable inputs (Level 3).

The Company determines if an arrangement is a lease at inception of the contract.

The Company has operating leases for buildings, primarily for office space, R&D and warehousing.

The Company has operating leases for buildings, primarily for office space, R&D, manufacturing and warehousing.

The Company has financing arrangement for manufacturing and distribution.

1 unchanged sentence

On December 24, 2024, the Company entered into an agreement to sell the manufacturing facilities in Queensbury, NY and Glens Falls, NY for a purchase price of $ 5.5 million and $ 1.2 million, respectively, and net proceeds of $ 5.2 million and $ 1.1 million, respectively.

The Company simultaneously entered into lease agreements with future lease payments of $ 4.6 million over seven years years for the Queensbury, NY facility and $ 0.4 million over three years years for the Glens Falls, NY facility.

The Company simultaneously entered into lease agreements with future lease payments of $ 4.6 million over seven years for the Queensbury, NY facility and $ 0.4 million over three years for the Glens Falls, NY facility.

Based on certain criteria, the transaction was accounted for as a financing arrangement, as it did not meet the criteria for a sale-leaseback.

1 unchanged sentence

A financing arrangement was recorded in the amount of the net proceeds received.

The Company will recognize monthly rent as a reduction of the finance arrangement and interest expense, using the effective interest rate method.

No gain or loss was recognized related to the financing arrangement for the three and nine months ended February 28, 2025.

As of February 28, 2025, the carrying value of the financing arrangement was $ 6.3 million, of which $ 0.4 million was classified as "Other current liabilities" and $ 5.9 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 and nine months ending February 28, 2025.

Remaining future cash payments related to the financing arrangement as of February 28, 2025 for each of the following fiscal years is:

(in thousands) Feb 28, 2025

The Company will recognize monthly rent as a reduction of the finance arrangement

Table of Content

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

Remainder of 2026 $ 600

3 unchanged sentences

Total $ 2,594

Table of Content

Operating Leases

3 unchanged sentences

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

(in thousands) Balance Sheet Location Feb 28, 2025 May 31, 2024

Operating lease ROU assets Other assets $ 4,297 $ 5,804

Operating lease liabilities Other current liabilities $ 1,826 $ 1,975

Operating lease liabilities Other long-term liabilities $ 2,571 $ 3,939

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

Operating lease ROU asset Other assets $ 3,411 $ 3,850

Current operating lease liabilities Other current liabilities 1,773 1,840

Non-current operating lease liabilities Other long-term liabilities 1,725 2,106

Total lease liabilities $ 3,498 $ 3,946

4 unchanged sentences

Weighted average discount rate 4.8 %

The maturities of the lease liabilities as of February 28, 2025 for each of the following fiscal years is:

(in thousands) Feb 28, 2025

Table of Content

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

(in thousands) Aug 31, 2025

Remainder of 2026 $ 1,490

5 unchanged sentences

Long-term lease obligations $ 1,725

Table of Content

During the three months ended February 28, 2025 and February 29, 2024, the Company recognized $ 0.7 million and $ 0.7 million of operating lease expense, respectively, which includes immaterial short-term leases.

During the nine months ended February 28, 2025 and February 29, 2024, the Company recognized $ 2.0 million and $ 1.9 million of operating lease expense respective, which includes immaterial short-term leases.

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.

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

Three Months Ended Nine Months Ended

(in thousands) Feb 28, 2025

Feb 29, 2024 Feb 28, 2025

Three Months Ended

(in thousands) Aug 31, 2025

Cost of sales $ 201 $ 230

3 unchanged sentences

Acquisition, restructuring and other items, net 24 —

$ 657 $ 650 $ 1,993 $ 1,904

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

Nine Months Ended

(in thousands) Feb 28, 2025 Feb 29, 2024

Three Months Ended

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

Cash paid for amounts included in the measurement of lease liabilities

16 unchanged sentences

The Court entered Judgement on June 1, 2023 in favor of the Company.

Table of Content

On March 8, 2021, Bard filed suit in the District of Delaware asserting certain of the Company’s port products (including certain related infusion sets) infringe U.S.

6 unchanged sentences

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 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.

Appellate briefing is closed, but an argument date has not yet been set.

Table of Content

party admitted any liability and the agreement contains mutual covenants not to sue and releases.

As of February 28, 2025, there was $ 3.5 million payable to BD recorded in other current liabilities and $ 8.9 million recorded in other long-term liabilities.

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.

Port Product Claims

As of February 28, 2025, the Company is defending approximately 120 product liability claims involving the Company's port products (collectively, the “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”).

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 Nine Months Ended

(in thousands) Feb 28, 2025 Feb 29, 2024 Feb 28, 2025 Feb 29, 2024

$ — $ 23,314 $ 406 $ 30,453

Mergers and acquisitions — 147 737 399

Three Months Ended

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

Plant closure (2)

3,130 5,426 11,820 6,115

Intangible and other asset impairment — 6,260 — 6,260

Transition service agreement (3)

( 302 ) ( 507 )

Manufacturing relocation (4)

619 553 1,926 1,608

Other 502 722

Total $ 2,758 $ 4,311

(1) Legal expenses related to litigation that is outside the normal course of business.

For the three and nine months ended February 29, 2024, a $ 19.3 million settlement expense was recorded as a result of the Settlement Agreement that was entered into between the Company and BD.

(2) Plant closure expenses, related to the restructuring of our manufacturing footprint which was announced on January 5, 2024.

(2) Plant closure expense, related to the restructuring of our manufacturing footprint which was announced on January 5, 2024.

(3) Transition services agreements that were entered into with Merit and Spectrum.

(4) Expenses to relocate certain manufacturing lines out of Queensbury, NY.

(5) Included in the $ 1.6 million in other for the nine months ended February 29, 2024 is $ 0.9 million of deferred financing fees that were written-off in conjunction with the divestiture of the Dialysis and BioSentry businesses and concurrent extinguishment of the debt.

Restructuring

1 unchanged sentence

As a result of this evaluation, certain restructuring initiatives are taken to enhance the Company’s overall operations.

On January 5, 2024, the Company announced a restructuring of its manufacturing footprint and a shift to an outsourced model (the "Plan").

This Plan will transfer all product manufacturing processes to third-party manufacturers.

On January 5, 2024, the Company announced a restructuring to optimize its manufacturing efficiency, capabilities and footprint (the "Plan").

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 following table provides a summary of our estimated costs associated with the original and modified Plan:

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

7 unchanged sentences

$ 38,500 to $ 43,250 $ 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, respectively.

The Company recorded restructuring charges related to the Plan during the three and nine months ended February 28, 2025 of $ 3.1 million and $ 11.8 million, respectively.

(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 .

Total restructuring charges recorded to date are $ 25.6 million.

1 unchanged sentence

therefore, the expenses related to termination benefits are being recorded ratably over the service period.

The table below presents the restructuring reserve for the three and nine months ended February 28, 2025 :

Three Months Ended Feb 28, 2025

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

(in thousands)

Balance at November 30, 2024 $ 1,131 $ 2,004 $ 448 $ — $ — $ 140 $ 3,723

Charges 711 1,045 320 663 18 373 3,130

Non-cash adjustments — — — ( 663 ) — — ( 663 )

Cash payments ( 1,296 ) ( 1,366 ) ( 600 ) — ( 18 ) ( 270 ) ( 3,550 )

Balance at February 28, 2025

$ 546 $ 1,683 $ 168 $ — $ — $ 243 $ 2,640

Nine Months Ended Feb 28, 2025

The table below presents the restructuring reserve:

Three Months Ended Aug 31, 2025

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

4 unchanged sentences

Cash payments ( 127 ) ( 647 ) ( 757 ) — ( 13 ) ( 719 ) ( 2,263 )

Balance at February 28, 2025

Balance at August 31, 2025

$ 784 $ 536 $ 34 $ — $ — $ 47 $ 1,401

2 unchanged sentences

There are no recently issued accounting pronouncements that have been adopted.

Recently Issued Accounting Pronouncements - Not Yet Applicable or Adopted

Table of Content

Recently Issued Accounting Pronouncements - Not Yet Applicable or Adopted

Standard Description Effective Date Effect on the Consolidated Financial Statements

ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures

This ASU improves the reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

June 1, 2024 The Company plans to adopt the new standard for fiscal year 2025 and does not expect there to be a material impact to the consolidated financial statements.

ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures

This ASU improves the income tax disclosure requirements on an annual basis by requiring the Company to:

(1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold.

June 1, 2025 The Company plans to adopt the new standard in the first quarter of fiscal year 2026 and does not expect there to be a material impact to the consolidated financial statements.

This ASU improves the income tax disclosure requirements on an annual basis by (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold.

June 1, 2025 The Company plans to adopt the new standard for the fiscal year 2026 Annual Report on Form 10-K and is assessing the impact to the consolidated financial statements.

ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-04):

2 unchanged sentences

June 1, 2027 The Company plans to adopt the new standard for the fiscal year 2028 and is assessing the impact to the consolidated financial statements.

ASU 2025-05, Financial Instruments-Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets

This ASU addresses challenges encountered when applying the guidance to current account receivable and current contract assets arising from transactions accounted for under Topic 606, Revenue from Contracts with Customers.

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.

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.

1 unchanged sentence

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