ANGIODYNAMICS INC 10-K

Item 9A. Controls and Procedures. Evaluation of disclosure controls and procedures As of the end of the period covered by this report, our management, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective to provide reasonable assurance that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting for our Company. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended, as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States and includes those policies and procedures that: • Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; • Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States, and that our receipts and expenditures are being made only in accordance with authorizations of our management and members of our Board of Directors; and • Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our management has assessed the effectiveness of our internal control over financial reporting as of May 31, 2026. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on this evaluation, management concluded that our internal control over financial reporting was effective as of May 31, 2026. The effectiveness of our internal control over financial reporting as of May 31, 2026 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which appears herein. Changes in Internal Control over Financial Reporting There was no change in our internal control over financial reporting for the fiscal year ended May 31, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 44 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of AngioDynamics, Inc. Latham, New York Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of AngioDynamics, Inc. and subsidiaries (the “Company”) as of May 31, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of May 31, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended May 31, 2026, of the Company and our report dated July 14, 2026, expressed an unqualified opinion on those financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte & Touche LLP Boston, Massachusetts July 14, 2026 45 Item 9B. Other Information. None . Item 9C. Foreign Jurisdictions that Prevent Inspections. Not applicable. 46 Part III Certain information required by Part III is omitted from this Annual Report on Form 10-K because we will file a definitive proxy statement within 120 days after the end of our fiscal year end pursuant to Regulation 14A (the “Proxy Statement”) for our Annual Meeting of Stockholders, currently scheduled for October 2026. The information included in the Proxy Statement under the respective headings noted below is incorporated herein by reference. Item 10. Directors, Executive Officers and Corporate Governance. Information required in this Annual Report on Form 10-K with respect to Executive Officers is contained in the discussion titled “Executive Officers of the Company” in Part I of this Annual Report on Form 10-K. The balance of the information required by Item 10 is incorporated herein by reference to our Proxy Statement under the heading “Election of Directors”. Item 11. Executive Compensation. The information required by this caption is incorporated herein by reference to our Proxy Statement under the heading “Executive Compensation”. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information required by this caption is incorporated herein by reference to our Proxy Statement under the heading “Ownership of Securities”. Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by this caption is incorporated herein by reference to our Proxy Statement under the heading “Certain Relationships and Related Transactions”. Item 14. Principal Accounting Fees and Services. The information required by this caption is incorporated herein by reference to our Proxy Statement under the headings “Audit Matters—Principal Accounting Fees and Services and—Policy on Audit Committee Pre-approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm”. 47 Part IV Item 15. Exhibits, Financial Statement Schedules. (a)(1) Financial Statements The following consolidated financial statements and supplementary data of Registrant and its subsidiaries required by Part II, Item 8, are included in Part IV of this report: Report of Independent Registered Public Accounting Firm (PCAOB I D 34 ) 49 Consolidated Statements of Operations—Year ended May 31, 202 6 , 202 5 and 202 4 51 Consolidated Statements of Comprehensive Loss - Year ended May 31, 202 6 , 202 5 and 202 4 52 Consolidated Balance Sheets—May 31, 202 6 and May 31, 202 5 53 Consolidated Statements of Stockholders’ Equity—Year ended May 31, 202 6 , 202 5 and 202 4 54 Consolidated Statements of Cash Flows—Year ended May 31, 202 6 , 202 5 and 202 4 55 Notes to Consolidated Financial Statements 57 (2) Financial Statement Schedules The following consolidated financial statement schedule is included in Part IV of this report: Schedule II—Valuation and qualifying accounts 80 All other schedules are omitted because they are not applicable, not required, or because the required information is included in the consolidated financial statements or notes thereto. (b) Exhibits 81 48 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of AngioDynamics, Inc. Latham, New York Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of AngioDynamics, Inc. and subsidiaries (the "Company") as of May 31, 2026 and 2025, the related consolidated statements of operations, comprehensive loss, stockholders' equity, and cash flows, for each of the three years in the period ended May 31, 2026, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of May 31, 2026 and 2025, and the results of its operations and its cash flows for each of the three years in the period ended May 31, 2026, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of May 31, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated July 14, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Inventories – Excess Quantities and Obsolescence — Refer to Notes 1 & 5 Critical Audit Matter Description The Company evaluates inventory each reporting period for excess quantities and obsolescence, establishing reserves when necessary, based upon historical experience, assessment of economic conditions, and expected demand. Once recorded, these reserves are considered permanent adjustments to the carrying value of inventory. We identified the reserve for excess quantities and obsolete inventory as a critical audit matter because of the significant estimates and assumptions management makes to quantify and to record the reserve, including the determination of expected demand. This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the methodology and the reasonableness of assumptions including expected demand. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the reserve for excess quantities and obsolete inventory including management’s estimate of expected demand included the following, among others: • We tested the design and effectiveness of controls over the inventory reserve, specifically those over the estimation of reserves for excess quantities and obsolescence. 49 • We evaluated the reasonableness of the Company's excess and obsolete inventory policy, considering historical experience and the underlying assumptions and considered the Company's disclosures. • We tested management’s process of the determination of the excess and obsolete reserve pursuant to the Company's policy, including the completeness and accuracy of the data used in the calculation. • We performed a retrospective review by comparing management’s prior year projections of future demand by product, on a sample basis, with actual product sales in the current year to identify potential bias in the inventory reserve. • We made inquiries of senior financial and operating management to determine whether any strategic, regulatory, or operational changes in the business were consistent with the projections of future demand that were utilized as the basis for the reserves recorded. /s/ Deloitte & Touche LLP Boston, Massachusetts July 14, 2026 We have served as the Company’s auditor since 2016. 50 AngioDynamics, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) Year ended May 31, 2026 2025 2024 Net sales $ 320,174 $ 292,498 $ 303,914 Cost of sales (exclusive of intangible amortization) 145,282 134,793 149,216 Gross margin 174,892 157,705 154,698 Operating expenses Research and development 29,447 26,222 31,512 Sales and marketing 113,401 103,135 102,818 General and administrative 43,691 42,092 41,164 Amortization of intangibles 10,682 10,318 13,048 Goodwill impairment — — 159,476 Change in fair value of contingent consideration — 272 432 Acquisition, restructuring and other items, net 17,598 15,620 53,182 Total operating expenses 214,819 197,659 401,632 Gain on sale of assets — — 54,499 Operating loss ( 39,927 ) ( 39,954 ) ( 192,435 ) Other expenses Interest income (expense), net ( 299 ) 978 1,614 Other income (expense), net 3,926 4,944 ( 817 ) Total other income, net 3,627 5,922 797 Loss before income tax expense (benefit) ( 36,300 ) ( 34,032 ) ( 191,638 ) Income tax expense (benefit) 442 ( 39 ) ( 7,289 ) Net loss $ ( 36,742 ) $ ( 33,993 ) $ ( 184,349 ) Loss per share Basic $ ( 0.88 ) $ ( 0.83 ) $ ( 4.59 ) Diluted $ ( 0.88 ) $ ( 0.83 ) $ ( 4.59 ) Weighted average shares outstanding Basic 41,526 40,853 40,181 Diluted 41,526 40,853 40,181 The accompanying notes are an integral part of these consolidated financial statements. 51 AngioDynamics, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (in thousands) Year ended May 31, 2026 2025 2024 Net loss $ ( 36,742 ) $ ( 33,993 ) $ ( 184,349 ) Other comprehensive income, before tax: Foreign currency translation gain 9,698 2,342 358 Other comprehensive income, before tax 9,698 2,342 358 Income tax expense related to items of other comprehensive income (loss) — — — Other comprehensive income, net of tax 9,698 2,342 358 Total comprehensive loss, net of tax $ ( 27,044 ) $ ( 31,651 ) $ ( 183,991 ) The accompanying notes are an integral part of these consolidated financial statements. 52 AngioDynamics, Inc. and Subsidiaries CONSOLIDATED BALANCE SHEETS (in thousands, except share data) May 31, 2026 May 31, 2025 Assets Current Assets Cash and cash equivalents $ 53,864 $ 55,893 Accounts receivable, net of allowances of $ 1,851 and $ 2,215 respectively 48,325 42,890 Inventories 52,436 62,006 Prepaid expenses and other 8,769 7,535 Total current assets 163,394 168,324 Property, plant and equipment, net 27,097 32,300 Intangible assets, net 67,209 69,116 Other assets 9,463 10,404 Total Assets $ 267,163 $ 280,144 Liabilities and Stockholders' Equity Current Liabilities Accounts payable $ 31,513 $ 33,291 Accrued liabilities 38,909 35,518 Other current liabilities 4,295 7,388 Total current liabilities 74,717 76,197 Deferred income taxes 5,316 4,073 Other long-term liabilities 16,305 16,904 Total Liabilities 96,338 97,174 Commitments and Contingencies (Note 17) Stockholders’ Equity Preferred stock, par value $ 0.01 per share, 5,000,000 shares authorized; no shares issued and outstanding — — Common stock, par value $ 0.01 per share, 75,000,000 shares authorized; 42,314,266 and 41,607,877 shares issued and 41,700,419 and 40,994,030 shares outstanding at May 31, 2026 and 2025, respectively 387 385 Additional paid-in capital 636,083 621,186 Accumulated deficit ( 465,939 ) ( 429,197 ) Treasury stock, 613,847 shares, at cost at May 31, 2026 and 2025, respectively ( 7,381 ) ( 7,381 ) Accumulated other comprehensive loss 7,675 ( 2,023 ) Total Stockholders' Equity 170,825 182,970 Total Liabilities and Stockholders' Equity $ 267,163 $ 280,144 The accompanying notes are an integral part of these consolidated financial statements. 53 AngioDynamics, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (in thousands, except share data) Common Stock Additional paid in capital Accumulated deficit Accumulated other comprehensive income (loss) Treasury Stock Total Shares Amount Shares Amount Balance at May 31, 2023 39,981,422 $ 382 $ 599,206 $ ( 210,855 ) $ ( 4,723 ) ( 370,000 ) $ ( 5,714 ) 378,296 Net loss ( 184,349 ) ( 184,349 ) Issuance/cancellation of restricted stock units 450,561 ( 305 ) ( 305 ) Issuance of performance share units 87,377 ( 546 ) ( 546 ) Purchase of common stock under Employee Stock Purchase Plan 282,237 3 1,600 1,603 Stock-based compensation 10,529 10,529 Other comprehensive income, net of tax 358 358 Balance at May 31, 2024 40,801,597 $ 385 $ 610,484 $ ( 395,204 ) $ ( 4,365 ) ( 370,000 ) $ ( 5,714 ) $ 205,586 Net loss ( 33,993 ) ( 33,993 ) Exercise of stock options 25,000 248 248 Issuance/cancellation of restricted stock units 464,525 ( 326 ) ( 326 ) Issuance/cancellation of performance share units 60,731 ( 347 ) ( 347 ) Purchase of common stock under Employee Stock Purchase Plan 256,024 3 1,355 1,358 Stock-based compensation 9,772 9,772 Common stock repurchased ( 3 ) ( 243,847 ) ( 1,667 ) ( 1,670 ) Other comprehensive income, net of tax 2,342 2,342 Balance at May 31, 2025 41,607,877 $ 385 $ 621,186 $ ( 429,197 ) $ ( 2,023 ) ( 613,847 ) $ ( 7,381 ) $ 182,970 Net loss ( 36,742 ) ( 36,742 ) Issuance/cancellation of restricted stock units 534,382 ( 489 ) ( 489 ) Purchase of common stock under Employee Stock Purchase Plan 172,007 2 1,426 1,428 Stock-based compensation 13,960 13,960 Other comprehensive income, net of tax 9,698 9,698 Balance at May 31, 2026 42,314,266 $ 387 $ 636,083 $ ( 465,939 ) $ 7,675 ( 613,847 ) $ ( 7,381 ) $ 170,825 The accompanying notes are an integral part of these consolidated financial statements. 54 AngioDynamics, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Year ended May 31, 2026 2025 2024 Cash flows from operating activities: Net loss $ ( 36,742 ) $ ( 33,993 ) $ ( 184,349 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization 22,955 25,800 27,712 Non-cash lease expense 1,555 1,958 1,931 Non-cash interest expense 290 — — Goodwill impairment — — 159,476 Stock based compensation 13,960 9,772 10,529 Gain on dispositions — — ( 54,499 ) Transaction costs for disposition — — ( 5,084 ) Change in fair value of contingent consideration — 272 432 Deferred income tax provision 143 ( 988 ) ( 7,968 ) Changes in accounts receivable allowances 313 699 1,326 Asset impairments and disposals 1,304 173 7,108 Write-off of other assets — — 869 Other 1,969 291 ( 62 ) Changes in operating assets and liabilities: Accounts receivable ( 5,750 ) 23 7,894 Inventories 10,047 ( 1,347 ) ( 9,410 ) Prepaid expenses and other ( 1,122 ) 3,089 ( 11,594 ) Accounts payable, accrued and other liabilities ( 5,833 ) ( 15,877 ) 27,531 Net cash provided by (used in) operating activities 3,089 ( 10,128 ) ( 28,158 ) Cash flows from investing activities: Additions to property, plant and equipment ( 2,581 ) ( 4,464 ) ( 2,518 ) Additions to placement and evaluation units ( 3,368 ) ( 5,714 ) ( 5,015 ) Proceeds from sale of assets — — 134,500 Acquisition of intangibles — — ( 3,250 ) Net cash (used in) provided by investing activities ( 5,949 ) ( 10,178 ) 123,717 Cash flows from financing activities: Repayment of long-term debt — — ( 50,000 ) Deferred financing costs on long-term debt — ( 680 ) — Principal payments on financing arrangement ( 375 ) ( 148 ) — Proceeds from financing arrangement — 6,310 — Payment of acquisition related contingent consideration — ( 5,000 ) ( 15,000 ) Repurchase of common stock — ( 1,670 ) — Proceeds from exercise of stock options and employee stock purchase plan 939 933 752 Net cash provided by (used in) financing activities 564 ( 255 ) ( 64,248 ) Effect of exchange rate changes on cash and cash equivalents 267 398 125 Increase (decrease) in cash and cash equivalents ( 2,029 ) ( 20,163 ) 31,436 Cash and cash equivalents at beginning of year 55,893 76,056 44,620 Cash and cash equivalents at end of year $ 53,864 $ 55,893 $ 76,056 The accompanying notes are an integral part of these consolidated financial statements. 55 AngioDynamics, Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS—(Continued) (in thousands) Year ended May 31, 2026 2025 2024 Supplemental disclosure of non-cash investing and financing activities: Increase (decrease) in accounts payable for purchases of fixed assets $ ( 68 ) $ ( 49 ) $ ( 78 ) Cash paid during the year for: Interest $ 426 $ 185 $ — Income taxes 405 800 455 The accompanying notes are an integral part of these consolidated financial statements. 56 AngioDynamics, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. BASIS OF PRESENTATION, BUSINESS DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Description of Business The consolidated financial statements include the accounts of AngioDynamics, Inc. and its wholly owned subsidiaries, (collectively, the "Company", "we", "our", or "us"). The Company is a dynamic, diversified medical technology company committed to expanding treatment options and improving patient outcomes and quality of life by focusing on cardiovascular disease and cancer. Our execution strategy is built on innovative R&D, clinical and regulatory pathway expansion and customer centric sales performance. Accounting Principles The consolidated financial statements and accompanying notes have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"). Principles of Consolidation The consolidated financial statements include the accounts of AngioDynamics and its subsidiaries (all of which are wholly owned). All intercompany balances and transactions have been eliminated. Use of Estimates The preparation of consolidated financial statements, in conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Estimates also affect reported amounts of sales and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all unrestricted highly liquid investments with an initial maturity of less than three months at the date of purchase to be cash equivalents. The Company maintains cash and cash equivalent balances with financial institutions in the United States in excess of amounts insured by the Federal Deposit Insurance Corporation. Fair Value Instruments The carrying amount of the Company's cash and cash equivalents, accounts receivable, accounts payable and long-term debt approximates fair value due to the short-term nature or market interest rates of these items. The Company bases the fair value of short-term investments on quoted market prices or other relevant information generated by market transactions involving identical or comparable assets. See Note 4, "Fair Value of Financial Instruments" set forth in the Notes to our consolidated financial statements included in this Annual Report on Form 10-K, for further discussion of financial instruments that are carried at fair value on a recurring and nonrecurring basis. Accounts Receivable Accounts receivable, principally trade receivables, are generally due within 30 to 90 days and are stated at amounts due from customers, net of an allowance for estimated sales returns and doubtful accounts. The Company performs ongoing credit evaluations of customers and adjusts credit limits based upon payment history and the customer’s current creditworthiness, as determined by a review of their current credit information. The Company continuously monitors aging reports, collections and payments from customers, and a provision for estimated credit losses is maintained based upon historical experience and any specific customer collection issues that have been identified. While such credit losses have historically been within expectations and the provisions established, the Company cannot guarantee that the same credit loss rates will be experienced in the future. The Company writes off accounts receivable when they are determined to be uncollectible. Inventories Inventories are stated at the lower of cost or net realizable value based on the first-in, first-out cost method and consist of raw materials, work in process and finished goods. The standard cost of finished goods and work-in-process inventory is composed of material, labor and manufacturing overhead, which approximates actual cost. In addition to stating inventory at the 57 lower of cost or net realizable value, we also evaluate inventory each reporting period for excess quantities and obsolescence, establishing reserves when necessary based upon historical experience, assessment of economic conditions and expected demand. Once recorded, these reserves are considered permanent adjustments to the carrying value of inventory. An increase to inventory reserves results in a corresponding increase in cost of revenue. Inventories are written off against the reserve when they are physically disposed. Property, Plant and Equipment Property, plant and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Placement and evaluation units represent capital equipment placed at customer locations under placement or evaluation agreements for which depreciation expense is included in cost of sales on the Consolidated Statements of Operations. Refer below for useful lives by category: Estimated useful lives Building and building improvements 3 to 39 years Computer software and equipment 1 to 10 years Machinery and equipment 3 to 11 years Placement and evaluation units 5 years The Company evaluates property, plant and equipment for impairment periodically to determine if changes in circumstances or the occurrence of events suggest the carrying value of the asset or asset group may not be recoverable. Expenditures for repairs and maintenance are charged to expense as incurred. Renewals and betterments are capitalized. Intangible Assets Intangible assets are amortized over their estimated useful lives, which range between two to eighteen years , on a straight-line basis over the expected period of benefit. The Company periodically reviews the estimated useful lives of intangible assets and reviews such assets or asset groups for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Such conditions could include significant adverse changes in the business climate, current-period operating or cash flow losses, significant declines in forecasted operations, or a current expectation that an asset group will be disposed of before the end of its useful life. When testing for impairment of definite-lived intangible assets held for use, the Company groups assets at the lowest level for which cash flows are separately identifiable. The Company operates as two reporting units and two asset groups. If a triggering event is deemed to exist, the Company performs an undiscounted operating cash flow analysis to determine if an impairment exists. If an intangible asset 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. Contingent Consideration The fair value of the liability for contingent consideration recorded on the acquisition date for a business combination is based on probability weighted estimated cash flow streams, discounted back to present value using a discount rate determined in accordance with accepted valuation methods and reflective of the risk associated with the estimated cash flow streams. The liability for contingent consideration is remeasured to fair value at each reporting period with changes recorded in earnings until the contingency is resolved. Revenue Recognition The Company recognizes revenue when it transfers control of promised goods or services to its customers in an amount that reflects the consideration to which the Company expects to be entitled to in exchange for those goods and services. See Note 3, “Revenue from Contracts with Customers” set forth in the Notes to our consolidated financial statements included in this Annual Report on Form 10-K for further discussion on revenue. Research and Development Research and development costs, including salaries, consulting fees, building costs, utilities and administrative expenses that are related to developing new products, enhancing existing products, validating new and enhanced products, managing clinical, regulatory and medical affairs are expensed as incurred. Income Taxes The Company calculates income tax expense for each jurisdiction in which it operates. This involves estimating actual current taxes due plus assessing temporary differences arising from differing treatment for tax and accounting purposes that are 58 recorded as deferred tax assets and liabilities. The Company periodically evaluates deferred tax assets, capital loss carryforwards and tax credit carryforwards to determine their recoverability based primarily on the Company's ability to generate future taxable income and capital gains. Where it is more-likely-than-not these will not be recovered, the Company estimates a valuation allowance and records a corresponding additional tax expense in the Consolidated Statements of Operations. The Company recognizes and measures uncertain tax positions taken or expected to be taken in a tax return utilizing a two-step approach. The Company first determines if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is that the Company measures the tax benefit as the largest amount that is more likely than not to be realized upon ultimate settlement. The Company recognizes interest and penalties related to uncertain tax positions in the provision for income taxes on the Consolidated Statements of Operations. Stock-Based Compensation Stock-based compensation expense reflects the fair value of stock-based awards measured at the grant date and recognized over the relevant service period. The expense recognized includes the impact of forfeitures as they occur. The Company estimates the fair value of each stock-based award on the measurement date using either the current market price of the stock, the Black-Scholes option valuation model, or the Monte Carlo Simulation valuation model. The Black-Scholes and Monte Carlo Simulation valuation models incorporate assumptions as to stock price volatility, the expected life of options or restricted stock units, a risk-free interest rate and dividend yield. The Company recognizes stock-based compensation expense related to options, restricted stock units and market based performance stock units on a straight-line basis over the service period of the award, which is generally 4 years for options and restricted stock units and 3 years for market based performance stock units. Foreign Currency Translation The functional currency of the Company's foreign subsidiaries is the local currency in which the subsidiary operates. For foreign operations where the local currency is considered to be the functional currency, the Company translates assets and liabilities into U.S. dollars at the exchange rate on the balance sheet date. The Company translates income and expense items at average rates of exchange prevailing during each period. The Company accumulates translation adjustments in accumulated other comprehensive loss, a component of stockholders’ equity. Transaction gains or losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in "Other expense, net" in the Consolidated Statements of Operations as incurred. Contingencies The Company is subject to various legal proceedings that arise in the ordinary course of business, including patent infringement and product liability matters. The Company records accruals for contingencies when it is probable the liability has been incurred and the amount can be reasonably estimated. Legal fees are expensed as incurred. Insurance recoveries related to potential claims are recognized up to the amount of the recorded liability when coverage is confirmed and the estimated recoveries are probable of payment. These recoveries are not netted against the related liabilities for financial statement presentation. Recently Issued Accounting Pronouncements Recently Issued Accounting Pronouncements - Adopted Standard Description Effective Date Effect on 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 (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 adopted the new standard in fiscal year 2026 and the related additional disclosures are contained in Note 9 to the consolidated financial statements in this Annual Report on Form 10-K. 59 Recently Issued Accounting Pronouncements - Not Yet Applicable or Adopted Standard Description Effective Date Effect on the Consolidated Financial Statements ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-04): Disaggregation of Income Statement Expenses This ASU improves the disclosures about a public business entity's costs and expenses by requiring the Company to disclose more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization and depletion) included in each relevant income statement caption. 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. 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. 2. DIVESTITURES 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 $ 5.5 million was paid to the Company in the fourth quarter of fiscal year 2025. The final transfer of manufacturing was achieved as of May 31, 2026. The Company and Spectrum entered into various agreements to facilitate the transition of the divested businesses to Spectrum, including a Transition Services Agreement ("TSA") 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 will not be classified as discontinued operations. 60 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. ("Merit"). 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. 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 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 will not be classified as discontinued operations. 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 3. REVENUE FROM CONTRACTS WITH CUSTOMERS Revenue Recognition 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, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company has one primary revenue stream which is the sales of its products. Disaggregation of Revenue The following tables summarize net sales by Med Tech, Med Device and by geography: 61 Year ended May 31, 2026 Year ended May 31, 2025 (in thousands) United States International Total United States International Total Net sales Med Tech $ 129,830 $ 20,124 $ 149,954 $ 109,254 $ 17,399 $ 126,653 Med Device 145,093 25,127 170,220 141,729 24,116 165,845 Total $ 274,923 $ 45,251 $ 320,174 $ 250,983 $ 41,515 $ 292,498 Year ended May 31, 2024 (in thousands) United States International Total Net sales Med Tech $ 90,361 $ 16,042 $ 106,403 Med Device 161,125 36,386 197,511 Total $ 251,486 $ 52,428 $ 303,914 Net Product Revenue The Company's products consist of medical technology products focused on restoring healthy blood flow in the body's vascular system, expanding cancer treatment options and improving quality of life for patients. The Company's products are generally used in minimally invasive, image-guided procedures. Most of the Company's products are intended to be used once and then discarded, or they may be implanted for short or long term use. 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. Contracts and Performance Obligations The Company contracts with its customers based on customer purchase orders, which in many cases are governed by master purchasing agreements. The Company’s contracts with customers are generally for product only, and do not include other performance obligations such as services or other material rights. As part of its assessment of each contract, the Company evaluates certain factors including the customer’s ability to pay (or credit risk). For each contract, the Company considers the promise to transfer products, each of which is distinct, to be the identified performance obligations. Transaction Price and Allocation to Performance Obligations Transaction prices of products are typically based on contracted rates. Product revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products to a customer, net of any variable consideration as described below. If a contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price based on the estimated relative standalone selling prices of the promised products underlying each performance obligation. The Company has standard pricing for its products and determines standalone selling prices based on the price at which the performance obligation is sold separately. Revenue Recognition Revenue is recognized when control of the product is transferred to the customer (i.e., when the Company’s performance obligation is satisfied), which occurs at a point in time, and may be upon shipment from the Company’s manufacturing site or delivery to the customer’s named location, based on the shipping terms of a contract. In determining whether control has transferred, the Company considers if there is a present right to payment from the customer and when physical possession, legal title and risks and rewards of ownership have transferred to the customer. The Company typically invoices customers upon satisfaction of identified performance obligations. As the Company’s standard payment terms are 30 to 90 days from invoicing, the Company does not provide any significant financing to its customers. The Company enters into agreements to place placement and evaluation units (“units”) at customer sites, but the Company retains title to the units. For the duration of these agreements the customer has the right to use the unit at no upfront charge in connection with the customer’s ongoing purchase of disposables. These types of agreements include an embedded operating lease for the right to use the units. In these arrangements, revenue recognized for the sale of the disposables is not allocated 62 between the disposable revenue and lease revenue due to the insignificant value of the units in relation to the total agreement value. Sales, value add, and other taxes collected on behalf of third parties are excluded from revenue. 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, 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. Product returns after 30 days must be pre-approved by the Company and customers may be subject to a 20 % restocking charge. To be accepted, a returned product must be unadulterated, undamaged and have at least twelve months remaining prior to its expiration date. 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 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 years ended May 31, 2026, 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. 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 A receivable is generally recognized in the period the Company ships the product. Payment terms on invoiced amounts are based on contractual terms with each customer and generally coincide with revenue recognition. 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. The following table presents changes in the Company’s receivables, contract assets and contract liabilities with customers: (in thousands) May 31, 2026 May 31, 2025 Receivables $ 48,325 $ 42,890 Contract assets $ — $ — Contract liabilities $ 360 $ 277 During the years ended May 31, 2026 and 2025, the Company had additions to contract liabilities of $ 0.4 million and $ 0.2 million, respectively. This was offset by $ 0.4 million and $ 0.3 million in revenue that was recognized during the years ended May 31, 2026 and 2025, respectively. Costs to Obtain or Fulfill a Customer Contract Under ASC 606, the Company may recognize an asset for incremental costs of obtaining a contract with a customer if it expects to recover those costs. The Company’s sales incentive compensation plans qualify for capitalization since these plans are directly related to sales achieved during a period of time. However, the Company has elected the practical expedient under ASC 340-40-25-4 to expense the costs as they are incurred within selling and marketing expenses since the amortization period is less than one year. The Company accounts for shipping and handling activities related to contracts with customers as costs to fulfill the promise to transfer the associated products. Shipping and handling costs, associated with the distribution of finished products to customers, are recorded in costs of goods sold and are recognized when the related finished product is shipped to the customer. Amounts charged to customers for shipping are recorded in net sales. 4. FAIR VALUE OF FINANCIAL INSTRUMENTS On a recurring basis, the Company measures certain financial assets and financial liabilities at fair value based upon quoted market prices, where available. Where quoted market prices or other observable inputs are not available, the Company 63 applies valuation techniques to estimate fair value. FASB ASC Topic 820, Fair Value Measurements and Disclosures, establishes a three-level valuation hierarchy for disclosure of fair value measurements. The categorization of financial assets and financial liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the measurement of fair value. The three levels of the hierarchy are defined as follows: • Level 1 - Inputs to the valuation methodology are quoted market prices for identical assets or liabilities. • Level 2 - Inputs to the valuation methodology are other observable inputs, including quoted market prices for similar assets or liabilities and market-corroborated inputs. • Level 3 - Inputs to the valuation methodology are 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 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 Company does not have assets or liabilities that require recurring fair value measurements using significant unobservable inputs (Level 3). Items Measured at Fair Value on a Nonrecurring Basis There were no other items measured at fair value on a nonrecurring basis during the year ended May 31, 2026 or 2025. 5. INVENTORIES Inventories are stated at lower of cost and net realizable value (using the first-in, first-out method). Inventories consisted of the following: (in thousands) May 31, 2026 May 31, 2025 Raw materials $ 19,307 $ 27,497 Work in process 5,711 7,509 Finished goods 27,418 27,000 Total $ 52,436 $ 62,006 The Company periodically reviews inventory for both obsolescence and loss of value. The Company makes assumptions about the future demand for and market value of the inventory. Based on these assumptions, the Company estimates the amount of obsolete, expiring and slow moving inventory. The total inventory reserve at May 31, 2026 and 2025 was $ 5.7 million and $ 4.4 million, respectively. 6. PREPAID EXPENSES AND OTHER Prepaid expenses and other consisted of the following: (in thousands) May 31, 2026 May 31, 2025 Deposits $ 1,778 $ 1,372 Software licenses 1,661 1,801 TSA receivable 189 250 License fees 296 227 Trade shows 568 400 Rent 225 247 Other prepaid taxes 177 166 Deferred financing fees 290 — Other 3,585 3,072 Total $ 8,769 $ 7,535 64 7. PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment are summarized as follows: (in thousands) May 31, 2026 May 31, 2025 Building and building improvements $ 16,621 $ 16,604 Computer software and equipment 29,738 29,038 Machinery and equipment 19,008 16,596 Placement and evaluation units 40,405 36,991 Construction in progress 1,640 3,794 107,412 103,023 Less accumulated depreciation ( 80,708 ) ( 71,116 ) 26,704 31,907 Land and land improvements 393 393 $ 27,097 $ 32,300 Depreciation expense for fiscal years 2026, 2025 and 2024 was $ 10.5 million, $ 13.5 million and $ 14.7 million, respectively. Depreciation expense for the year ended May 31, 2026, 2025 and 2024 includes accelerated depreciation of $ 0.3 million, $ 3.4 million and $ 2.4 million, respectively, related to the plant closure announced on January 5, 2024 (see Note 19 "Acquisition, restructuring and other items, net" as set forth in the Notes to the consolidated financial statements in this Annual Report on Form 10-K). 8. INTANGIBLE ASSETS Definite Lived Intangible Assets Intangible assets are amortized over their estimated useful lives on a straight-line basis. 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 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. There were no impairment charges on definite lived intangible assets for the years ended May 31, 2026 and 2025, respectively. Intangible assets consisted of the following: May 31, 2026 (in thousands) Gross carrying value Accumulated amortization Net carrying value Product technologies $ 193,784 $ ( 129,188 ) $ 64,596 Customer relationships 7,749 ( 5,255 ) 2,494 Trademarks 2,100 ( 2,100 ) — Licenses 3,837 ( 3,718 ) 119 $ 207,470 $ ( 140,261 ) $ 67,209 May 31, 2025 (in thousands) Gross carrying value Accumulated amortization Net carrying value Product technologies $ 178,673 $ ( 112,657 ) $ 66,016 Customer relationships 7,749 ( 4,802 ) 2,947 Trademarks 2,100 ( 2,081 ) 19 Licenses 3,837 ( 3,703 ) 134 $ 192,359 $ ( 123,243 ) $ 69,116 Amortization expense was $ 10.7 million, $ 10.3 million and $ 13.0 million for fiscal years 2026, 2025 and 2024, respectively. 65 Expected future amortization expense related to the intangible assets for each of the following fiscal years is as follows: (in thousands) 2027 $ 11,219 2028 11,170 2029 11,072 2030 11,059 2031 5,306 2032 and thereafter 17,383 $ 67,209 9. INCOME TAXES The components of loss before income tax expense (benefit) are as follows: Year ended May 31, (in thousands) 2026 2025 2024 Income (loss) before tax expense: U.S. $ ( 37,787 ) $ ( 30,172 ) $ ( 177,314 ) Non U.S. 1,487 ( 3,860 ) ( 14,324 ) $ ( 36,300 ) $ ( 34,032 ) $ ( 191,638 ) Income tax expense (benefit) is comprised of the following: Year ended May 31, (in thousands) 2026 2025 2024 Current Federal $ — $ 13 $ 147 State 113 608 171 Non U.S. 186 328 361 299 949 679 Deferred Federal — — ( 6,427 ) State — — ( 612 ) Non U.S. 143 ( 988 ) ( 929 ) 143 ( 988 ) ( 7,968 ) Income tax expense (benefit) $ 442 $ ( 39 ) $ ( 7,289 ) 66 Temporary differences that give rise to deferred tax assets and liabilities are summarized as follows: (in thousands) May 31, 2026 May 31, 2025 Deferred tax assets Net operating loss carryforward $ 46,341 $ 34,388 Stock-based compensation 4,901 3,396 Federal and state R&D tax credit carryforward 7,852 8,275 Inventories 1,302 1,016 Expenses incurred not currently deductible 11,903 18,188 Accrued liabilities 36 34 Gross deferred tax asset 72,335 65,297 Deferred tax liabilities Depreciation and amortization 12,072 10,915 12,072 10,915 Valuation allowance ( 65,493 ) ( 58,440 ) Net deferred tax liability $ ( 5,230 ) $ ( 4,058 ) The net deferred tax liability of $ 5.2 million and $ 4.0 million as of May 31, 2026 and 2025, respectively, principally relates to the stock acquisition of Eximo Medical Ltd., related to book intangibles partially offset by tax net operating losses and capitalized R&D expenditures. The Company's U.S. Federal net operating loss carryforwards as of May 31, 2026 after considering IRC Section 382 limitations are $ 188.9 million. The expiration of the Federal net operating loss carryforwards are as follows: $ 37.1 million between 2030 and 2032, and $ 151.8 million indefinitely. The Company's state net operating loss carryforwards as of May 31, 2026 after considering remaining IRC Section 382 limitations are $ 42.2 million which expire in various years from 2030 to 2044. The Company has Israel tax net operating losses of $ 18.1 million that can be carried forward indefinitely. Beginning in 2018, except for the Global Intangible Low-Taxed Income, the Company will no longer record United States federal income tax on its share of the income of its foreign subsidiaries, nor will it record a benefit for foreign tax credits related to that income. Upon distribution of these earnings in the form of dividends or otherwise, the Company would be subject to withholding taxes payable, where applicable, to foreign countries, but would have no further federal income tax liability. The Company intends to indefinitely reinvest the unremitted foreign earnings of all other subsidiaries as of May 31, 2026, as well as all subsequent earnings generated by all of our foreign subsidiaries. Determining the amount of unrecognized deferred tax liability related to any additional outside basis difference in these entities is not practical. The Company regularly assesses its ability to realize its deferred tax assets. Assessing the realization of deferred tax assets requires significant management judgment. In determining whether its deferred tax assets are more likely than not realizable, the Company evaluated all available positive and negative evidence, and weighted the evidence based on its objectivity. 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. As a result of the full impairment of Goodwill and the reversal of the naked credit deferred tax liability sourced income, the Company has recorded a full valuation allowance on its US net deferred tax assets as of May 31, 2026. 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. We adopted ASC Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09) on a prospective basis beginning with the year ended May 31, 2026. The reconciliation of income taxes at the federal statutory rate to the reported rate for income taxes pursuant to the disclosure requirements of ASU 2023-09 for the year ended May 31, 2026 is as follows: 67 Year ended May 31, 2026 (in thousands) Amount Rate Statutory Rate $ ( 7,623 ) 21.00 % State & local income tax, net of federal (national) income tax effect (1) 90 ( 0.25 ) % Foreign tax effects 16 ( 0.05 ) % Effect of cross-border tax laws 104 ( 0.29 ) % Research & development tax credit 422 ( 1.16 ) % Changes in valuation allowance 6,475 ( 17.84 ) % Nontaxable or nondeductible items 756 ( 2.08 ) % Other adjustments 202 ( 0.56 ) % Total income tax expense $ 442 ( 1.23 ) % (1) State taxes in Texas make up the majority (greater than 50%) of the tax effect in this category The reconciliation of income taxes at the federal statutory rate to the reported rate for income taxes for years prior to our adoption of ASU 2023-09 is as follows: Year ended May 31, (in thousands) 2025 2024 Income tax benefit at federal statutory tax rate of 21.0% and 21.0%, respectively $ ( 7,147 ) $ ( 40,244 ) State income taxes, net of Federal tax benefit 10 ( 3,016 ) Impact of Non-U.S. operations 150 2,440 Research and development tax credit ( 497 ) ( 907 ) Meals and entertainment 250 244 Goodwill impairment — 4,867 Non-deductible executive compensation 294 201 Change in valuation allowance 5,760 26,921 Stock based compensation 1,325 1,357 Other ( 184 ) 848 Income tax benefit $ ( 39 ) $ ( 7,289 ) The following table provides a reconciliation of the beginning and ending amount of unrecognized tax benefits: Year ended May 31, (in thousands) 2026 2025 2024 Unrecognized tax benefits balance at June 1 $ — $ — $ 464 Decrease in gross amounts of tax positions related to prior years due to U.S. tax reform — — — Decrease due to lapse in statute of limitations — — ( 464 ) Unrecognized tax benefits balance at May 31 $ — $ — $ — The table above includes unrecognized tax benefits associated with the calculation of limitations placed on the utilization of tax attributes related to an acquired company. The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense. There are no accrued interest and penalties recognized in the Consolidated Balance Sheets as of May 31, 2026 and 2025. The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. In the normal course of business the Company is subject to examination by taxing authorities throughout the world. Fiscal years 2023 through 2025 remain open to examination by the various tax authorities. 68 A reconciliation of income taxes paid, net of refunds received, by jurisdiction pursuant to the disclosure requirements of ASU 2023-09 for the year ended May 31, 2026 is as follows: (in thousands) Year ended May 31, 2026 Federal $ — State and local Texas 104 Other states 37 Foreign Canada 50 France 33 Netherlands 59 United Kingdom 84 Other foreign 38 Total income taxes paid, net of refunds $ 405 10. ACCRUED LIABILITIES Accrued liabilities consist of the following: (in thousands) May 31, 2026 May 31, 2025 Payroll and related expenses $ 24,869 $ 20,397 Outside services 3,057 3,243 Research and development 1,597 1,459 Royalties 2,699 2,642 Sales and franchise taxes 476 531 Deferred warranties 288 374 Transaction service agreement payable — 2,241 Rebates 423 446 Accrued freight 1,200 875 Accrued severance 1,843 800 Other 2,457 2,510 Total $ 38,909 $ 35,518 11. 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 as at the closing date is 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 69 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 May 31, 2026 there were no amounts outstanding on the Revolving Facility. As of May 31, 2026, the carrying value of long-term debt approximated its fair market value. 12. RETIREMENT PLANS The Company has a 401(k) plan under which eligible employees can defer a portion of their compensation, part of which is matched by the Company. Matching contributions were $ 4.4 million, $ 4.5 million and $ 4.6 million in 2026, 2025 and 2024, respectively. There are also various immaterial foreign retirement plans. 13. STOCKHOLDERS’ EQUITY Capitalization On October 29, 2014, the Board of Directors approved the Amended and Restated Certificate of Incorporation (the “Amended Certificate”). Under the Amended Certificate, the authorized capital stock is 80,000,000 shares, consisting of 75,000,000 shares of common stock, par value $ .01 per share and 5,000,000 shares of preferred stock, par value $ .01 per share. The holders of common stock are entitled to one vote for each share held. Subject to preferences applicable to any outstanding shares of preferred stock, the holders of common stock are entitled to receive ratably dividends, if any, as may be declared by the Board of Directors out of funds legally available for dividend payments. If the Company liquidates, dissolves, or winds up, the holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities and liquidation preferences of any outstanding shares of preferred stock. Holders of common stock have no pre-emptive rights or rights to convert their common stock into any other securities. There are no redemption or sinking fund provisions applicable to the common stock. The rights, preferences and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that the Company may designate in the future. The Board of Directors has the authority to (i) issue the undesignated preferred stock in one or more series, (ii) determine the powers, preferences and rights and the qualifications, limitations or restrictions granted to or imposed upon any wholly un-issued series of undesignated preferred stock and (iii) fix the number of shares constituting any series and the designation of the series, without any further vote or action by the Company's stockholders. Stock Options 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 May 31, 2026, there remained approximately 2.6 million shares of common stock available for future grant under the 2020 Plan. 70 Prior to the adoption of the 2020 Plan, equity awards were issued under the 2004 Stock and Incentive Award Plan (the “2004 Plan”). The adoption of the 2020 Plan did not impact the administration of equity awards issued under the 2004 Plan but following the adoption of the 2020 Plan, equity award grants are no longer made under the 2004 Plan. The following table summarizes information about stock option activity for the fiscal year ended May 31, 2026: Shares Weighted average exercise price Weighted average remaining contractual life Aggregate intrinsic value (in thousands) Outstanding at beginning of year - June 1, 2025 2,535,502 $ 14.36 Granted — $ — Exercised — $ — Forfeited ( 30,882 ) $ 21.91 Expired — $ — Outstanding at end of year - May 31, 2026 2,504,620 $ 14.26 5.35 $ 3,887 Options exercisable at year-end 1,838,794 $ 16.29 4.49 $ 1,620 Options expected to vest in future periods 665,826 $ 8.66 7.75 $ 2,267 Stock options are granted at exercise prices equal to the quoted market price of common stock at the date of the grant. Options vest 25 % per year over four years for employees. Stock options granted prior to May 1, 2007 and after June 1, 2017 expire on the tenth anniversary of the grant date. The Company measures the fair value of each stock option grant at the date of grant using a Black-Scholes option pricing model. There were no options granted during the year ended May 31, 2026. The weighted average grant-date fair value of options granted during the years ended May 31, 2025 and 2024 was $ 3.75 , and $ 4.30 , respectively. The following assumptions were used in arriving at the fair value of options granted during 2025 and 2024, respectively: risk-free interest rates of 4.06 % and 3.96 %; expected volatility of 52 %, and 49 %; and expected lives of 5.36 years, and 5.23 years. The Company does not declare dividends therefore a dividend yield of zero was used for the years ended May 31, 2025 and 2024. Risk-free interest rates reflect the yield on zero-coupon U.S. Treasury bonds whose maturity period equals the expected term of the option. Expected volatilities are based on the historical volatility of the Company's stock. The expected option lives are based on historical experience of employee exercise behavior. There were no options exercised during the years ended May 31, 2026 and 2024. The total intrinsic value of options exercised during the year ended May 31, 2025 was $ 0.1 million. As of May 31, 2026, there was $ 1.7 million of total unrecognized compensation cost related to non-vested options, which is expected to be recognized over a weighted average period of 2 years. There were no options exercised during the years ended May 31, 2026 and 2024. Cash received from option exercises during 2025 was $ 0.2 million. Due to the valuation allowance there was no tax benefit realized from stock option exercises during the years ended May 31, 2026, 2025 and 2024. Restricted Stock Unit and Performance Share Awards The Company grants restricted stock units to certain employees under the 2020 Plan, and historically under the 2004 Plan, which give the recipients the right to receive shares of Company stock upon vesting. The restricted stock unit awards vest in four equal annual installments beginning on the first anniversary of the grant date. 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. Unvested restricted stock unit awards will be forfeited if the recipient ceases to be employed by the Company. 71 The following table summarizes information about restricted stock unit activity for the year ended May 31, 2026: Restricted Stock Units Weighted Average Grant-Date Fair Value Non-vested at beginning of year, June 1, 2025 1,508,239 $ 9.34 Granted 1,202,263 $ 8.72 Vested ( 589,451 ) $ 9.03 Canceled ( 173,157 ) $ 8.67 Non-vested at end of year, May 31, 2026 1,947,894 $ 8.66 The fair value of each restricted stock unit is the market price of Company stock on the date of grant. The weighted average grant date fair value of restricted stock units granted during the years ended May 31, 2026, 2025 and 2024 was $ 8.72 , $ 7.47 and $ 8.74 , respectively. The total intrinsic value of restricted stock units (meaning the fair value of the units on the date of vest) vesting during the years ended May 31, 2026, 2025 and 2024 was $ 5.3 million, $ 3.7 million, and $ 4.2 million, respectively. As of May 31, 2026, there was $ 11.5 million of total unrecognized compensation cost related to non-vested restricted stock awards, which is expected to be recognized over a weighted average period of 3 years. The Company grants performance share awards to certain employees under the 2020 Plan, and historically under the 2004 Plan, which gives the recipients the right to receive shares of Company stock if certain criteria is met. The following table summarizes information about performance unit award activity for the year ended May 31, 2026: Performance Unit Awards Weighted Average Grant-Date Fair Value Non-vested at beginning of year, June 1, 2025 1,077,332 $ 10.81 Granted 545,860 $ 8.60 Vested — $ — Canceled ( 163,296 ) $ 21.74 Non-vested at end of year, May 31, 2026 1,459,896 $ 9.02 During fiscal years 2026, 2025 and 2024, the Company granted performance unit awards. Performance unit awards subject to vesting are based on the Company's level of attainment of the performance targets which are set for each of the three performance years along with continued employment of the grantee. At the end of the three year period, the vested shares are subject to modification based on the Company’s Total Shareholder Return ("TSR") targets relative to the percentage appreciation of a specified index of companies for the respective three-year period. In order to estimate the fair value of such awards, a Monte Carlo Simulation valuation model on the date of the grant was used. For the years ended May 31, 2026, 2025 and 2024, the weighted average grant date fair market value for new grants was $ 9.29 , $ 8.29 and $ 9.53 , respectively. Compensation cost is recognized over the performance period which is typically three years . As of May 31, 2026, there was $ 6.8 million of unrecognized compensation cost which is expected to be recognized over a weighted average period of 1 year. Compensation Expense The following table represents the break out of stock-based compensation included in the Company's Consolidated Statement of Operations: Year ended May 31, (in thousands) 2026 2025 2024 Cost of sales $ 291 $ 218 $ 288 Research and development 1,461 1,413 1,400 Sales and marketing 3,216 2,554 3,243 General and administrative 8,984 5,479 5,595 Acquisition, restructuring and other items, net 8 108 3 $ 13,960 $ 9,772 $ 10,529 72 The income tax benefit on the compensation expense recognized for all stock-based compensation arrangements was $ 3.2 million, $ 2.2 million and $ 2.4 million for the years ended May 31, 2026, 2025 and 2024, respectively. The income tax benefit for 2026, 2025 and 2024 are negated by the full valuation allowance recorded against the deferred tax assets. Employee Stock Purchase Plan The Employee Stock Purchase Plan (the “Stock Purchase Plan”) provides a means by which employees (the “participants”) are given an opportunity to purchase the Company's common stock through payroll deductions. A total of 5,000,000 shares of common stock have been reserved for issuance under the Stock Purchase Plan. Shares are offered through two purchase periods, each with duration of approximately 6 months, commencing on the first business day of the first and third fiscal quarters. An employee is eligible to participate in an offering period if, on the first day of an offering period, he or she has been employed in a full-time capacity for at least six months , with a customary working schedule of 20 or more hours per week and more than five months in a calendar year. Employees who own stock possessing 5 % or more of the total combined voting power or value of all classes of stock are not eligible to participate in the Stock Purchase Plan. The purchase price of the shares of common stock acquired on each purchase date will be the lower of (i) 85 % of the fair market value of a share of common stock on the first day of the offering period or (ii) 85 % of the fair market value of a share of common stock on the last day of the purchase period, subject to adjustments made by the Board of Directors. The Stock Purchase Plan is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code. On November 3, 2022 the Company's shareholders approved an amendment to the employee stock purchase plan to increase the reserve of shares of common stock available for future grants by 1,000,000 shares. The Company uses the Black-Scholes option-pricing model to calculate the purchase date fair value of the shares issued under the Stock Purchase Plan and recognize expense related to shares purchased ratably over the offering period. During the years ended May 31, 2026, 2025 and 2024, 172,007 , 256,024 and 282,237 shares, respectively, were issued at an average price of $ 8.30 , $ 5.31 and $ 5.68 , respectively, under the Stock Purchase Plan. As of May 31, 2026, 2.5 million shares remained available for future purchases under the Stock Purchase Plan. 14. EQUITY 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 shares repurchased during the twelve months ended May 31, 2026. 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 May 31, 2026, $ 13.3 million remained available for repurchase under the Repurchase Program. 15. EARNINGS PER SHARE Basic earnings per share are based on the weighted average number of common shares outstanding. In addition, diluted earnings per share include the dilutive effect of potential common stock consisting of stock options, restricted stock units and performance stock units, provided that the inclusion of such securities is not anti-dilutive. In periods with a net loss, stock options and restricted stock units are not included in the computation of basic loss per share as the impact would be anti-dilutive. The following table reconciles basic to diluted weighted average shares outstanding: Year ended May 31, 2026 2025 2024 Basic 41,525,697 40,852,564 40,180,925 Effect of dilutive securities — — — Diluted 41,525,697 40,852,564 40,180,925 Securities excluded as their inclusion would be anti-dilutive 5,912,410 5,121,073 3,973,382 16. LEASES 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 financing arrangements for manufacturing and distribution. 73 Financing Arrangement 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 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. As a result, the assets remain in "Property, plant and equipment, net" on the Consolidated Balance Sheets at their historical book value and are depreciated over the term of the lease agreements. 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 twelve months ended May 31, 2026. As of May 31, 2026, the carrying value of the financing arrangement was $ 5.8 million, of which $ 0.4 million was classified as " Other current liabilities " and $ 5.4 million was classified as " Other long-term liabilities " on the Consolidated Balance Sheets. As of May 31, 2025, the carrying value of the financing arrangement was $ 6.2 million, of which $ 0.4 million was classified as " Other current liabilities " and $ 5.8 million was classified as " Other long-term liabilities " on the Consolidated Balance Sheets. Interest expense associated with the financing arrangement was $ 0.4 million and $ 0.2 million, respectively, for the twelve months ending May 31, 2026 and 2025. Remaining future cash payments related to the financing arrangement as of May 31, 2026 for each of the following fiscal years is: (in thousands) May 31, 2026 2027 $ 804 2028 745 2029 660 2030 660 2031 and thereafter 1,045 Total minimum liability payments $ 3,914 Less: imputed interest ( 1,603 ) Total $ 2,311 Operating Leases Operating lease right-of-use (“ROU”) assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. Many of the lease agreements contain renewal or termination clauses that are factored into the determination of the lease term if it is reasonably certain that these options would be exercised. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. The Company elected the three practical expedients that permit an entity to (a) not reassess whether expired or existing contracts contain leases, (b) not reassess lease classification for existing or expired leases, and (c) not consider whether previously capitalized initial direct costs would be appropriate under the new standard. Further, the Company has elected to not recognize leases with terms of 12 months or less on the balance sheet, and elected to account for lease and non-lease components as a single component for certain classes of assets. 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: 74 (in thousands) Balance Sheet Location May 31, 2026 May 31, 2025 Assets Operating lease ROU assets Other assets $ 5,053 $ 3,850 Liabilities Current operating lease liabilities Other current liabilities 1,296 1,840 Non-current operating lease liabilities Other long-term liabilities 3,860 2,106 Total lease liabilities $ 5,156 $ 3,946 The interest rate implicit in lease agreements is typically not readily determinable, and as such the Company used the incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The incremental borrowing rate is defined as the interest the Company would pay to borrow on a collateralized basis, considering factors such as length of lease term. The following table presents the weighted average remaining lease term and discount rate: May 31, 2026 May 31, 2025 Weighted average remaining term (in years) 4.04 2.77 Weighted average discount rate 5.7 % 4.8 % The maturities of the lease liabilities for each of the following fiscal years is: (in thousands) May 31, 2026 2027 $ 1,550 2028 1,485 2029 1,278 2030 778 2031 and thereafter 697 Total lease payments $ 5,788 Less: Imputed Interest 632 Total lease obligations $ 5,156 Less: Current portion of lease obligations 1,296 Long-term lease obligations $ 3,860 During the years ended May 31, 2026, 2025 and 2024 the Company recognized operating lease expense, which includes immaterial short-term leases, of $ 2.3 million, $ 2.6 million and $ 2.5 million, respectively. The expenses on the Consolidated Statement of Operations were classified as follows: (in thousands) May 31, 2026 May 31, 2025 May 31, 2024 Cost of sales $ 711 $ 896 $ 866 Research and development 522 372 195 Sales and marketing 161 167 161 General and administrative 853 1,155 1,327 Acquisition, restructuring and other items, net 98 42 — $ 2,345 $ 2,632 $ 2,549 The following table presents supplemental cash flow and other information related to leases: (in thousands) May 31, 2026 May 31, 2025 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 1,808 $ 2,207 ROU assets obtained in exchange for lease liabilities Operating leases 2,753 — 75 17. COMMITMENTS AND CONTINGENCIES Other Commitments and Contingencies The following table summarizes the Company's other future commitments and contingencies as of May 31, 2026: (in thousands) 2027 2028 2029 2030 2031 and thereafter Total Royalties (1) $ 3,220 $ 3,220 $ 3,220 $ 3,220 $ 12,680 $ 25,560 $ 3,220 $ 3,220 $ 3,220 $ 3,220 $ 12,680 $ 25,560 (1) These are future minimum royalty payments. Legal Proceedings The Company is involved in various legal proceedings, including commercial, intellectual property, product liability, and regulatory matters of a nature considered normal for its business. The Company accrues for amounts related to these matters if it is probable that a liability has been incurred, and an amount can be reasonably estimated. The Company discloses such matters when there is at least a reasonable possibility that a material loss may have been incurred. However, the Company cannot predict the outcome of any litigation or the potential for future litigation. C.R. Bard, Inc. v. AngioDynamics, Inc. On January 11, 2012, C.R. Bard, Inc. (“Bard”) filed a suit in the United States District Court of Utah claiming certain of the Company's implantable port products infringe on three U.S. patents held by Bard (US Patent Nos. 7,785,302 ("302"), 7,959,615 (“615”) and 7,947,022 ("022")). On March 10, 2015, Bard and Bard Peripheral Vascular filed suit in the District of Delaware claiming certain of the Company's implantable port products infringe on three U.S. patents held by Bard (US Patent Nos. 8,475,417, 8,545,460, 8,805,478). The Court entered Judgement on June 1, 2023 in favor of the Company. 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. Patent Nos. 8,025,639, 9,603,992 and 9,603,993. The Company counterclaimed, alleging that certain of Bard’s catheter products infringe U.S. Patent Nos. 8,377,011, 10,729,881, 8,454,574. 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 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 fiscal year ended May 31, 2026. 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 findings 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 Circut's affirmance. As of May 31, 2026, there was $ 2.5 million payable to BD recorded in other current liabilities and $ 6.9 million recorded in other long-term liabilities. Patent Infringement On April 23, 2026, the Company filed a complaint commencing a patent infringement lawsuit in the United States District Court for the District of Delaware against Endovascular Engineering, Inc. (“E2”). The complaint alleges that E2’s Hēlo Thrombectomy System unlawfully incorporates several features protected by registered patents held by the Company, including relating to the Company’s proprietary self-expanding funnel technology and related features that improve the removal of thrombi and emboli from the body. The complaint seeks damages and equitable relief. The Company believes that vigorous protection of its intellectual property rights supports continued innovation and improved care for patients. Port Product Claims 76 As of May 31, 2026, the Company is defending approximately 412 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. The Port Product Claims generally seek damages for personal injury allegedly resulting from use of the products. The Company has limited information regarding the nature and quantity of certain of the Port Product Claims. The Company continues to receive claims and lawsuits and may in future periods learn additional information regarding other unfiled or unknown claims, or other lawsuits, which could materially impact the Company’s estimate of the number of claims or lawsuits against the Company. 18. SEGMENTS AND GEOGRAPHIC INFORMATION Segment information The Company regularly reviews its segments and the approach used by the chief operating decision maker, the President and 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 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. The table below summarizes net sales, cost of sales and gross margin by Med Tech and Med Device: 77 Year ended May 31, (in thousands) 2026 2025 2024 Med Tech Net Sales $ 149,954 $ 126,653 $ 106,403 Med Tech Cost of Sales (exclusive of intangible amortization) $ 54,598 $ 48,138 $ 39,205 Gross Margin $ 95,356 $ 78,515 $ 67,198 Gross Margin % 63.6 % 62.0 % 63.2 % Med Device Net Sales $ 170,220 $ 165,845 $ 197,511 Med Device Cost of Sales (exclusive of intangible amortization) $ 90,684 $ 86,655 $ 110,011 Gross Margin $ 79,536 $ 79,190 $ 87,500 Gross Margin % 46.7 % 47.7 % 44.3 % Total Net Sales $ 320,174 $ 292,498 $ 303,914 Total Cost of Sales (exclusive of intangible amortization) $ 145,282 $ 134,793 $ 149,216 Gross Margin $ 174,892 $ 157,705 $ 154,698 Gross Margin % 54.6 % 53.9 % 50.9 % Operating expenses (1) $ 214,819 $ 197,659 $ 401,632 Gain on sale of assets (2) — — 54,499 Other income (expense), net (3) 3,627 5,922 797 Loss before income tax benefit $ ( 36,300 ) $ ( 34,032 ) $ ( 191,638 ) (1) Operating expenses include Research and development, Sales and marketing, General and administrative, Amortization of intangibles, Goodwill impairment, Change in fair value of contingent consideration and Acquisition, restructuring and other items, net. (2) Gain on sale of assets includes the gain on the sale of divested products. (3) 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: Year ended May 31, (in thousands) 2026 2025 2024 Net sales by Geography United States $ 274,923 $ 250,983 $ 251,486 International 45,251 41,515 52,428 Total $ 320,174 $ 292,498 $ 303,914 For fiscal years 2026, 2025 and 2024, international sales as a percentage of total net sales were 14 %, 14 % and 17 %, 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. 59 % of long-lived assets are located within the United States and 41 % are located within Israel. 19. ACQUISITION, RESTRUCTURING AND OTHER ITEMS, NET Acquisition, restructuring and other items, net consisted of: 78 Year ended May 31, (in thousands) 2026 2025 2024 Legal (1) $ 2,012 $ 715 $ 34,942 Mergers and acquisitions (2) — 737 399 Transition service agreement (3) ( 1,540 ) ( 1,838 ) ( 1,092 ) Plant Closure (4) 13,119 13,761 9,481 Manufacturing Relocation (5) — — 587 Intangible and other asset impairment (6) — — 6,260 CEO Transition (7) 1,629 — — Other (8) 2,378 2,245 2,605 Total $ 17,598 $ 15,620 $ 53,182 (1) Legal expenses related to litigation that is outside the normal course of business. For the year ended May 31, 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) Mergers and acquisitions expenses related to investment banking, legal and due diligence. (3) Transition services agreement that were entered into with Merit and Spectrum. (4) Plant closure expense, related to the restructuring of our manufacturing footprint which was announced on January 5, 2024. (5) Expenses to relocate manufacturing lines out of Queensbury, NY. (6) An impairment of $ 3.4 million on intangible and fixed assets and an inventory write-off of $ 2.9 million was taken in the third quarter of fiscal year 2024 relating to the abandonment of the Syntrax and RF product lines. (7) CEO retirement and transition expenses related to the CEO search and retention agreements with the Company's executive leadership team. (8) Included in the $ 2.4 million, $ 2.2 million and $ 2.6 million for the years ended May 31, 2026, 2025 and 2024 is $ 0.7 million, $ 0.9 million and $ 1.4 million, respectively, of severance due to restructurings outside of the plant closure. In addition, for the year ended May 31, 2024, $ 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 The Company evaluates its performance and looks for opportunities to improve the overall operations of the Company on an ongoing basis. 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 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 expected to be completed in the first quarter of fiscal year 2027. The following table provides a summary of our estimated costs associated with the plan: Type of cost (in thousands) Total modified estimated amount expected to be incurred Facilities closeout fees (1) $ 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 years ended May 31, 2026, 2025 and 2024 of $ 13.1 million, $ 13.8 million and $ 9.5 million respectively. Total restructuring charges recorded to date are $ 36.4 million. 79 Termination benefits are only earned if an employee stays until their termination date; therefore, the expenses related to termination benefits are being recorded ratably over the service period. The table below presents the restructuring reserve for the twelve months ending May 31 , 2026 : May 31, 2026 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 Charges $ 1,883 $ 5,795 $ 1,375 $ 337 $ 60 $ 3,669 $ 13,119 Non-cash adjustments $ — $ — $ — $ ( 337 ) $ — $ — $ ( 337 ) Cash payments $ ( 1,928 ) $ ( 5,823 ) $ ( 1,368 ) $ — $ ( 60 ) $ ( 2,780 ) $ ( 11,959 ) Balance at May 31, 2026 $ 584 $ 594 $ 93 $ — $ — $ 1,055 $ 2,326 AngioDynamics, Inc. and Subsidiaries (in thousands) SCHEDULE II -VALUATION AND QUALIFYING ACCOUNTS Description Balance at Beginning of Year Additions - Charged to costs and expenses Deductions Balance at End of Period Year Ended May 31, 2024 Allowance for deferred tax asset $ 25,759 $ 26,921 $ — $ 52,680 Allowance for sales returns and doubtful accounts $ 2,150 $ 1,073 $ ( 1,082 ) $ 2,141 Year Ended May 31, 2025 Allowance for deferred tax asset $ 52,680 $ 5,760 $ — $ 58,440 Allowance for sales returns and doubtful accounts $ 2,141 $ 886 $ ( 812 ) $ 2,215 Year Ended May 31, 2026 Allowance for deferred tax asset $ 58,440 $ 7,053 $ — $ 65,493 Allowance for sales returns and doubtful accounts $ 2,215 $ 385 $ ( 749 ) $ 1,851 80 EXHIBITS Incorporated by Reference Exhibit Number Description of Exhibits Form Exhibit Filing Date 2.2 Asset Purchase Agreement dated as of June 8, 2023 by and between AngioDynamics, Inc. and Merit Medical Systems, Inc. 8-K 2.4 June 14, 2023 3.1.1 Amended and Restated Certificate of Incorporation. 10-Q 3.1 October 7, 2005 3.1.2 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of AngioDynamics, Inc. 10-K 3.1.2 August 10, 2015 3.2 Second Amended and Restated By-Laws, effective October 16, 2015. 8-K 10.1 October 21, 2015 10.1 Credit Agreement, dated as of May 28, 2025, by and among AngioDynamics, Inc., RITA Medical Systems, LLC, the lenders party thereto, JPMorgan Chase Bank, N.A., individually and as administrative agent, issuing bank and swingline lender. 8-K 10.1 May 28, 2025 10.1.2 Transition and Retirement Agreement, dated as of February 3, 2026, by and between AngioDynamics, Inc. and James C. Clemmer 8-K 10.1 February 3, 2026 10.1.3 AngioDynamics, Inc. 2004 Stock and Incentive Award Plan (as amended). DEF 14A August 30, 2018 10.1.6 AngioDynamics 2017 Total Shareholder Return Performance Unit Agreement Program. 10-Q 10.1 September 29, 2017 10.1.7 AngioDynamics 2018 Total Shareholder Return Performance Unit Agreement Program. 10-K 10.1.7 July 23, 2018 10.1.8 AngioDynamics 2019 Total Shareholder Return Performance Unit Agreement Program. 10-Q 10.1.8 January 8, 2020 10.1.9 AngioDynamics, Inc. 2020 Stock and Incentive Award Plan (as amended) DEF 14A September 28, 2023 10.2 AngioDynamics, Inc. Employee Stock Purchase Plan (as amended). DEF 14A September 3, 2020 10.2.1 Form of AngioDynamics Retention Incentive Letter Agreement 8-K 10.2 February 3, 2026 10.3 Form of Non-Statutory Stock Option Agreement pursuant to the AngioDynamics, Inc. Stock and Incentive Award Plan. 10-Q 10.1 October 12, 2004 10.3.1 Form of Non-Statutory Stock Option Agreement pursuant to the AngioDynamics, Inc. Stock and Incentive Award Plan. 10-K 10.3.1 July 23, 2018 10.4.3 Form of 2016 Performance Share Award Agreement pursuant to the AngioDynamics, Inc. 2004 Stock and Incentive Award Plan. 10-Q 10.2 October 5, 2016 10.4.4 Form of 2017 Performance Share Award Agreement pursuant to the AngioDynamics, Inc. 2004 Stock and Incentive Award Plan. 10-Q 10.2 September 29, 2017 10.4.5 Form of 2018 Performance Share Award Agreement pursuant to the AngioDynamics, Inc. 2004 Stock and Incentive Award Plan. 10-K 10.4.5 July 23, 2018 10.4.6 Form of 2020 Performance Share Award Agreement pursuant to the AngioDynamics, Inc. 2004 Stock and Incentive Award Plan 10-Q 10.4.6 January 8, 2021 10.4.7 Form of Performance Share Award Agreement pursuant to the 2020 Stock and Incentive Award Plan 10-Q 10.4.7 September 30, 2021 10.5 Form of Restricted Stock Award Agreement pursuant to the AngioDynamics, Inc. 2004 Stock and Incentive Award Plan. 8-K 10.3 May 12, 2005 10.6 Rita Medical Systems, Inc. 1994 Incentive Stock Plan. S-1 10.2 May 3, 2000 10.7 Horizon Medical Products, Inc. 1998 Stock Incentive Plan. S-1 10.11 February 13, 1998 10.8 Rita Medical Systems, Inc. 2000 Stock Plan. S-1/A 10.3 June 14, 2000 81 Exhibit Number Description of Exhibits Form Exhibit Filing Date 10.9 Rita Medical Systems, Inc. 2000 Directors’ Stock Plan, as amended on June 8, 2005. S-8 99.2 July 8, 2005 10.10 Rita Medical Systems, Inc. 2005 Stock and Incentive Plan. S-8 99.1 July 8, 2005 10.11 Form of Indemnification Agreement of AngioDynamics, Inc. 8-K 10.1 May 12, 2006 10.11.1 Employment Agreement, dated April 1, 2016, between AngioDynamics, Inc. and James C. Clemmer. 8-K 10.1 April 6, 2016 10.12 Change in Control Agreement, dated April 1, 2016, between AngioDynamics, Inc. and James C. Clemmer. 8-K 10.2 April 6, 2016 10.12.2 Form of Severance Agreement of AngioDynamics, Inc. 10-K 10.12.2 August 10, 2020 10.13 Form of Change in Control Agreement. 10-K/A 10.13 January 12, 2015 10.14 Performance Share Award Agreement, with a grant date of April 4, 2016, between AngioDynamics, Inc. and James C. Clemmer. 8-K 10.3 April 6, 2016 10.15 AngioDynamics, Inc. Total Shareholder Return Performance Share Award Program - Performance Period Ending July 2019. 8-K 10.4 April 6, 2016 10.16 Stock Option Award Agreement, with a grant date of April 4, 2016, between AngioDynamics, Inc. and James C. Clemmer. 8-K 10.5 April 6, 2016 10.17 Restricted Stock Unit Award Agreement, with a grant date of April 4, 2016, between AngioDynamics, Inc. and James C. Clemmer. 8-K 10.6 April 6, 2016 10.18 Separation Agreement and General Release, dated April 22, 2016, between AngioDynamics, Inc. and Joseph M. DeVivo. 8-K 10.1 April 27, 2016 10.19 Amended and Restated Change in Control Agreement, by and between AngioDynamics, Inc. and James C. Clemmer. 8-K 10.1 February 3, 2021 10.2 Form of Amended and Restated Change in Control Agreement with AngioDynamics, Inc. 8-K 10.2 February 3, 2021 10.21* Settlement and License Agreement, dated March 31, 2024, by and among Becton, Dickinson and Company, C.R. Bard, Inc., Bard Peripheral Vascular, Inc. and AngioDynamics Inc. 10-K 10.21 July 25, 2024 14 Code of Conduct 19 Insider Trading Policy 10-K 19 July 18, 2025 21 Subsidiaries 23 Consent of Deloitte & Touche LLP, an independent registered public accounting firm. 31.1 Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification by the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification by the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97 Clawback Policy 10-K 97 July 18, 2025 101.INS XBRL Instance Document 101.SCH XBRL Schema Document 101.CAL XBRL Calculation Linkbase Documents 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Labels Linkbase Documents 101.PRE XBRL Presentation Linkbase Documents *Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant undertakes to furnish supplementally a copy of any omitted exhibit or schedule upon request by the SEC. 82 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ANGIODYNAMICS, INC. Date: July 14, 2026 By: / S / H OWARD W. D ONNELLY Howard W. Donnelly, Chairman of the Board, Director Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Date: July 14, 2026 / S / H OWARD W. D ONNELLY Howard W. Donnelly, Chairman of the Board, Director Date: July 14, 2026 / S / J AMES C. C LEMMER James C. Clemmer, President, Chief Executive Officer (Principal Executive Officer) Date: July 14, 2026 / S / S TEPHEN A. T ROWBRIDGE Stephen A. Trowbridge, Executive Vice President, Chief Financial Officer, (Principal Financial and Accounting Officer) Date: July 14, 2026 / S / W ESLEY E. J OHNSON , J R . Wesley E. Johnson, Jr., Director Date: July 14, 2026 / S / J AN S. R EED Jan S. Reed, Director Date: July 14, 2026 / S / E ILEEN O. A UEN Eileen O. Auen, Director Date: July 14, 2026 / S / K AREN A. L ICITRA Karen A. Licitra, Director Date: July 14, 2026 / S / M ICHAEL E. T ARNOFF Michael E. Tarnoff, Director Date: July 14, 2026 /S/ LORINDA A. BURGESS Lorinda A. Burgess, Director 83