What changed in this filing

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Item 1. Financial Statements

2026-10-08 compared with 2026-04-02 · 113 added, 163 removed, 485 unchanged (36% of the section changed)

4 unchanged sentences

(in thousands of dollars, except per share data)

Three Months Ended Nine Months Ended

Feb 28, 2026 Feb 28, 2025 Feb 28, 2026 Feb 28, 2025

Three Months Ended

Aug 31, 2026 Aug 31, 2025

Net sales $ 80,915 $ 75,711

6 unchanged sentences

Amortization of intangibles 2,729 2,653

Change in fair value of contingent consideration — 40 — 272

Acquisition, restructuring and other items, net 2,181 2,758

1 unchanged sentence

Operating loss ( 7,302 ) ( 10,656 )

Other expense:

Interest income (expense), net ( 88 ) 135 ( 194 ) 975

Other income, net 4,967 5,430 4,661 5,269

Total other income, net 4,879 5,565 4,467 6,244

Loss before income tax benefit ( 8,072 ) ( 4,409 ) ( 25,265 ) ( 27,922 )

Other income (expense):

Interest expense, net ( 88 ) ( 4 )

Other income (expense), net 94 ( 178 )

Total other income (expense), net 6 ( 182 )

Loss before income tax (benefit) expense ( 7,296 ) ( 10,838 )

Income tax (benefit) expense ( 199 ) 65

12 unchanged sentences

(in thousands of dollars)

Three Months Ended Nine Months Ended

Feb 28, 2026 Feb 28, 2025 Feb 28, 2026 Feb 28, 2025

Three Months Ended

Aug 31, 2026 Aug 31, 2025

Net loss $ ( 7,097 ) $ ( 10,903 )

Other comprehensive income, before tax:

Foreign currency translation gain 1,708 216 4,729 833

Other comprehensive income, before tax 1,708 216 4,729 833

Other comprehensive income (loss), before tax:

Foreign currency translation gain (loss) ( 2,991 ) 2,084

Other comprehensive income (loss), before tax ( 2,991 ) 2,084

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

Other comprehensive income, net of tax 1,708 216 4,729 833

Other comprehensive income (loss), net of tax ( 2,991 ) 2,084

Total comprehensive loss, net of tax $ ( 10,088 ) $ ( 8,819 )

5 unchanged sentences

(in thousands of dollars, except share data)

Feb 28, 2026 May 31, 2025

Aug 31, 2026 May 31, 2026

Current assets

23 unchanged sentences

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

42,295,944 and 41,607,877 shares issued and 41,682,097 and 40,994,030 shares outstanding at February 28, 2026 and May 31, 2025, respectively

43,038,297 and 42,314,266 shares issued and 42,424,450 and 41,700,419 shares outstanding at August 31, 2026 and May 31, 2026, respectively

Additional paid-in capital 639,308 636,083

Accumulated deficit ( 473,036 ) ( 465,939 )

Treasury stock, 613,847 shares, at cost at February 28, 2026 and May 31, 2025, respectively

Treasury stock, 613,847 shares, at cost at August 31, 2026 and May 31, 2026, respectively

( 7,381 ) ( 7,381 )

Accumulated other comprehensive income (loss) 2,706 ( 2,023 )

Accumulated other comprehensive income 4,684 7,675

Total Stockholders’ Equity 163,963 170,825

6 unchanged sentences

(in thousands of dollars)

Nine Months Ended

Feb 28, 2026 Feb 28, 2025

Three Months Ended

Aug 31, 2026 Aug 31, 2025

Cash flows from operating activities:

5 unchanged sentences

Stock based compensation 4,502 4,470

Change in fair value of contingent consideration — 272

Deferred income taxes ( 306 ) ( 16 )

14 unchanged sentences

Principal payments on financing arrangement ( 99 ) ( 91 )

Proceeds from financing arrangement — 6,310

Repurchase of common stock — ( 1,670 )

Proceeds from exercise of stock options and employee stock purchase plan 950 933

Net cash provided by financing activities 672 5,515

Proceeds (outlays) from issuances of shares of common stock ( 1,276 ) 234

Net cash (used in) provided by financing activities ( 1,375 ) 143

Effect of exchange rate changes on cash ( 38 ) 191

13 unchanged sentences

comprehensive

income (loss) Treasury Stock

income Treasury Stock

Shares Amount Shares Amount Total

2 unchanged sentences

Issuance/Cancellation of restricted stock units 574,595 ( 2,059 ) ( 2,059 )

Issuance/Cancellation of performance share units 68,893 — —

Purchases of common stock under ESPP 80,543 1 782 783

Stock-based compensation 4,502 4,502

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

Other comprehensive loss, net of tax ( 2,991 ) ( 2,991 )

Balance at August 31, 2026 43,038,297 $ 388 $ 639,308 $ ( 473,036 ) $ 4,684 ( 613,847 ) $ ( 7,381 ) $ 163,963

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

Issuance/Cancellation of restricted stock units 127,430 —

Stock-based compensation 2,891 2,891

Other comprehensive income, net of tax 937 937

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

Net loss ( 8,084 ) ( 8,084 )

Issuance/Cancellation of restricted stock units 25,771 — —

Purchases of common stock under ESPP 82,114 1 715 716

Stock-based compensation 2,684 2,684

Other comprehensive income, net of tax 1,708 1,708

Balance at February 28, 2026 42,295,944 $ 387 $ 632,179 $ ( 454,534 ) $ 2,706 ( 613,847 ) $ ( 7,381 ) $ 173,357

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Common Stock Additional

capital Accumulated deficit Accumulated

comprehensive

loss Treasury Stock

comprehensive income Treasury Stock

Shares Amount Shares Amount Total

2 unchanged sentences

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

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

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

Stock-based compensation 4,470 4,470

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

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

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

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

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

Stock-based compensation 2,528 2,528

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

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

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

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

Exercise of stock options 25,000 248 248

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

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

Stock-based compensation 2,398 2,398

Other comprehensive income, net of tax 216 216

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

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

4 unchanged sentences

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Statements of Operations and the Consolidated Statements of Comprehensive Loss for the three and nine months ended February 28, 2026 and 2025, the Consolidated Balance Sheet as of February 28, 2026, the Consolidated Statements of Cash Flows for the nine months ended February 28, 2026 and 2025, and the Consolidated Statements of Stockholders’ Equity for the nine months ended February 28, 2026 and 2025 have been prepared by the Company and are unaudited.

The Consolidated Statements of Operations and the Consolidated Statements of Comprehensive Loss for the three months ended August 31, 2026 and 2025, the Consolidated Balance Sheet as of August 31, 2026, the Consolidated Statements of Cash Flows for the three months ended August 31, 2026 and 2025, and the Consolidated Statements of Stockholders’ Equity for the three months ended August 31, 2026 and 2025 have been prepared by the Company and are unaudited.

The Consolidated Balance Sheet as of May 31, 2026 was derived from audited consolidated financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America.

In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary to state fairly the financial position, changes in stockholders’ equity and comprehensive income, results of operations and cash flows as of and for the period ended February 28, 2026 (and for all periods presented) have been made.

The unaudited interim consolidated financial statements for the three and nine months ended February 28, 2026 and 2025 include the accounts of AngioDynamics, Inc.

In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary to state fairly the financial position, changes in stockholders’ equity and comprehensive income, results of operations and cash flows as of and for the period ended August 31, 2026 (and for all periods presented) have been made.

The unaudited interim consolidated financial statements for the three months ended August 31, 2026 and 2025 include the accounts of AngioDynamics, Inc.

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

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

Three Months Ended February 28, 2026 Three Months Ended February 28, 2025

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

Med Tech $ 32,314 $ 4,968 $ 37,282 $ 27,000 $ 4,341 $ 31,341

Med Device 34,964 6,177 41,141 34,340 6,323 40,663

Total $ 67,278 $ 11,145 $ 78,423 $ 61,340 $ 10,664 $ 72,004

Nine Months Ended February 28, 2026 Nine Months Ended February 28, 2025

Three Months Ended August 31, 2026 Three Months Ended August 31, 2025

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

7 unchanged sentences

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

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Contracts and Performance Obligations

3 unchanged sentences

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

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Transaction Price and Allocation to Performance Obligations

22 unchanged sentences

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

During the three months ended February 28, 2026 and 2025, such product returns were not material.

During the three months ended August 31, 2026 and 2025, such product returns were not material.

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

2 unchanged sentences

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

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Contract Balances with Customers

3 unchanged sentences

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

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

(in thousands) Feb 28, 2026 May 31, 2025

(in thousands) Aug 31, 2026 May 31, 2026

Receivables $ 44,905 $ 48,325

1 unchanged sentence

Contract liabilities $ 343 $ 360

During the nine months ended February 28, 2026, the Company had additions to contract liabilities of $ 0.4 million.

This was offset by $ 0.3 million in revenue that was recognized during the nine months ended February 28, 2026.

During the three months ended August 31, 2026, the Company had additions to contract liabilities of $ 0.1 million.

This was offset by $ 0.1 million in revenue that was recognized during the three months ended August 31, 2026.

Costs to Obtain or Fulfill a Customer Contract

7 unchanged sentences

Inventories consisted of the following:

(in thousands) Feb 28, 2026 May 31, 2025

(in thousands) Aug 31, 2026 May 31, 2026

Raw materials $ 24,419 $ 19,307

5 unchanged sentences

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

The total inventory reserve at February 28, 2026 and May 31, 2025 was $ 5.7 million and $ 4.4 million, respectively.

The total inventory reserve at August 31, 2026 and May 31, 2026 was $ 6.4 million and $ 5.7 million, respectively.

INTANGIBLE ASSETS

18 unchanged sentences

$ 207,470 $ ( 140,261 ) $ 67,209

Amortization expense for the three months ended February 28, 2026 and 2025 was $ 2.7 million and $ 2.6 million, respectively.

Amortization expense for the nine months ended February 28, 2026 and 2025 was $ 8.0 million and $ 7.7 million, respectively.

Amortization expense for the three months ended August 31, 2026 and 2025 was $ 2.7 million and $ 2.7 million, respectively.

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

4 unchanged sentences

Accrued liabilities consisted of the following:

(in thousands) Feb 28, 2026 May 31, 2025

(in thousands) Aug 31, 2026 May 31, 2026

Payroll and related expenses $ 14,399 $ 24,869

4 unchanged sentences

Deferred warranties 236 288

Transaction service agreement payable — 2,241

Rebates 500 423

Accrued freight and tariffs 1,075 875

Accrued freight 1,025 1,200

Accrued severance 1,889 1,843

1 unchanged sentence

$ 28,811 $ 38,909

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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.

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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.

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* 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 February 28, 2026 there were no amounts outstanding on the Revolving Facility.

As of February 28, 2026, the carrying value of long-term debt approximated its fair market value.

As of August 31, 2026 there were no amounts outstanding on the Revolving Facility.

As of August 31, 2026, the carrying value of long-term debt approximated its fair market value.

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

The estimated annual effective tax rate prior to discrete items was ( 0.8 )% as of the third quarter of fiscal year 2026, as compared to 1.9 % for the same period in fiscal year 2025.

The estimated annual effective tax rate prior to discrete items was 2.7 % as of the first quarter of fiscal year 2027, as compared to ( 0.6 )% for the same period in fiscal year 2026.

In fiscal year 2027, the Company’s effective tax rate differs from the U.S.

4 unchanged sentences

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

Therefore, the Company has provided a valuation allowance on its federal and state net operating loss carryforwards, federal and state Research and Development ("R&D") credit carryforwards and other net deferred tax assets as of February 28, 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.

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

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expense limitation.

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

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

deferred tax assets, the legislation does not have a material impact on our consolidated financial statements for the quarter ended February 28, 2026.

deferred tax assets, the legislation does not have a material impact on our consolidated financial statements for the quarter ended August 31, 2026.

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SHARE-BASED COMPENSATION

1 unchanged sentence

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

As of February 28, 2026, there was a maximum of 2.6 million shares of common stock available for future grant under the 2020 Plan.

As of August 31, 2026, there was a maximum of 2.1 million shares of common stock available for future grant under the 2020 Plan.

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

1 unchanged sentence

The Company also has an employee stock purchase plan.

As of February 28, 2026, there was a maximum of 2.5 million shares of common stock available for future grant under the employee stock purchase plan.

For the three months ended February 28, 2026 and 2025, share-based compensation expense was $ 2.7 million and $ 2.4 million, respectively.

For the nine months ended February 28, 2026 and 2025, share-based compensation expense was $ 10.0 million and $ 8.1 million, respectively.

During the nine months ended February 28, 2026 and 2025, the Company granted restricted stock units under the 2020 Plan to certain employees and members of the Board of Directors.

As of August 31, 2026, there was a maximum of 2.4 million shares of common stock available for future grant under the employee stock purchase plan.

For the three months ended August 31, 2026 and 2025, share-based compensation expense was $ 4.5 million and $ 4.5 million, respectively.

During the three months ended August 31, 2026 and 2025, the Company granted stock options and restricted stock units under the 2020 Plan to certain employees and members of the Board of Directors.

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

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

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

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

During the nine months ended February 28, 2026 and 2025, the Company granted performance share units under the 2020 Plan to certain employees.

During the three months ended August 31, 2026 and 2025, the Company granted performance share units under the 2020 Plan to certain employees.

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

1 unchanged sentence

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

As of February 28, 2026, there was $ 21.1 million of unrecognized compensation expense related to share-based payment arrangements.

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

As of August 31, 2026, there was $ 28.2 million of unrecognized compensation expense related to share-based payment arrangements.

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

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

1 unchanged sentence

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

There were no shares repurchased during the nine months ended February 28, 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 February 28, 2026, $ 13.3 million remained available for repurchase under the Repurchase Program.

There were no shares repurchased during the first quarter of fiscal year 2027.

There were no shares repurchased during fiscal year 2026.

As of August 31, 2026, $ 13.3 million remained available for repurchase under the Repurchase Program.

EARNINGS PER SHARE

4 unchanged sentences

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

Three Months Ended Nine Months Ended

(in thousands) Feb 28, 2026 Feb 28, 2025 Feb 28, 2026 Feb 28, 2025

Three Months Ended

(in thousands) Aug 31, 2026 Aug 31, 2025

Basic 42,022 41,174

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

Three Months Ended Nine Months Ended

(in thousands) Feb 28, 2026 Feb 28, 2025 Feb 28, 2026 Feb 28, 2025

Three Months Ended

(in thousands) Aug 31, 2026 Aug 31, 2025

Med Tech Net Sales $ 39,916 $ 35,261

13 unchanged sentences

Other income (expense), net (2)

4,879 5,565 4,467 6,244

Loss before income tax benefit ( 7,296 ) ( 10,838 )

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

(1) Operating expenses include Research and development, Sales and marketing, General and administrative, Amortization of intangibles and Acquisition, restructuring and other items, net.

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

1 unchanged sentence

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

Three Months Ended Nine Months Ended

(in thousands) Feb 28, 2026 Feb 28, 2025 Feb 28, 2026 Feb 28, 2025

Three Months Ended

(in thousands) Aug 31, 2026 Aug 31, 2025

United States $ 71,068 $ 66,456

1 unchanged sentence

Total $ 80,915 $ 75,711

For the three months ended February 28, 2026 and 2025, international sales as a percentage of total net sales were 14.2 % and 14.8 %, respectively.

For the nine months ended February 28, 2026 and 2025, international sales as a percentage of total net sales were 13.8 % and 13.6 %, respectively.

For the three months ended August 31, 2026 and 2025, international sales as a percentage of total net sales were 12.2 % and 12.2 %, respectively.

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

In addition, no one customer represents more than 10% of consolidated net sales and 62 % of long-lived assets are located within the United States and 38 % are located within Israel.

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

60 % of long-lived assets are located within the United States and 40 % are located within Israel.

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

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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

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

No gain or loss was recognized related to the financing arrangement for the three months ended August 31, 2026.

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and interest expense, using the effective interest rate method.

No gain or loss was recognized related to the financing arrangement for the three and nine months ended February 28, 2026.

As of February 28, 2026, the carrying value of the financing arrangement was $ 5.9 million, of which $ 0.4 million was classified as "Other current liabilities" and $ 5.5 million was classified as "Other long-term liabilities" on the Consolidated Balance Sheets.

Interest expense associated with the financing arrangement was $ 0.1 million and $ 0.3 million for the three and nine months ending February 28, 2026, respectively.

Remaining future cash payments related to the financing arrangement as of February 28, 2026 for each of the following fiscal years is:

(in thousands) Feb 28, 2026

As of August 31, 2026, the carrying value of the financing arrangement was $ 5.7 million, of which $ 0.4 million was classified as "Other current liabilities" and $ 5.3 million was classified as "Other long-term liabilities" on the Consolidated Balance Sheets.

Interest expense associated with the financing arrangement was $ 0.1 million for the three months ending August 31, 2026.

Remaining future cash payments related to the financing arrangement as of August 31, 2026 for each of the following fiscal years is:

(in thousands) Aug 31, 2026

Remainder of 2027 $ 603

7 unchanged sentences

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

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

In June 2025, the Company extended the lease for the corporate headquarters in Latham, NY through June 2031 and in August 2025, the Company increased its footprint for its research and development facility in Marlborough, MA through September 2030.

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

(in thousands) Balance Sheet Location Feb 28, 2026 May 31, 2025

(in thousands) Balance Sheet Location Aug 31, 2026 May 31, 2026

Operating lease ROU asset Other assets $ 4,920 $ 5,053

9 unchanged sentences

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

(in thousands) Feb 28, 2026

(in thousands) Aug 31, 2026

Remainder of 2027 $ 1,238

5 unchanged sentences

Long-term lease obligations $ 3,635

During the three months ended February 28, 2026 and 2025, the Company recognized $ 0.5 million and $ 0.7 million of operating lease expense, respectively, which includes immaterial short-term leases.

During the nine months ended February 28, 2026 and 2025, the Company recognized $ 1.8 million and $ 2.0 million of operating lease expense, respectively, which includes immaterial short-term leases.

During the three months ended August 31, 2026 and 2025, the Company recognized $ 0.6 million and $ 0.6 million of operating lease expense, respectively, which includes immaterial short-term leases.

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

Three Months Ended Nine Months Ended

(in thousands) Feb 28, 2026

Feb 28, 2025 Feb 28, 2026

Three Months Ended

(in thousands) Aug 31, 2026

Cost of sales $ 164 $ 201

3 unchanged sentences

Acquisition, restructuring and other items, net 16 24

$ 542 $ 657 $ 1,797 $ 1,993

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

Nine Months Ended

(in thousands) Feb 28, 2026 Feb 28, 2025

Three Months Ended

(in thousands) Aug 31, 2026 Aug 31, 2025

Cash paid for amounts included in the measurement of lease liabilities

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The Company made payments of $ 2.5 million related to the minimum annual payments to BD during the quarter ended August 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 finding of patent invalidity and entered judgement in favor of AngioDynamics.

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 invalidity and entered judgement in favor of AngioDynamics.

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

As of February 28, 2026, there was $ 2.5 million payable to BD recorded in other current liabilities and $ 6.8 million recorded in other long-term liabilities.

As of August 31, 2026, there was $ 2.4 million payable to BD recorded in other current liabilities and $ 4.5 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.

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

As of February 28, 2026, the Company is defending approximately 347 product liability claims involving the Company's port products (collectively, the “Port Product Claims”).

As of August 31, 2026, the Company is defending approximately 430 product liability claims involving the Company's port products (collectively, the “Port Product Claims”).

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

5 unchanged sentences

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

Three Months Ended Nine Months Ended

(in thousands) Feb 28, 2026 Feb 28, 2025 Feb 28, 2026 Feb 28, 2025

$ 146 $ — $ 1,831 $ 406

Mergers and acquisitions — — — 737

Three Months Ended

(in thousands) Aug 31, 2026 Aug 31, 2025

Plant closure (2)

5,195 3,130 9,911 11,820

Transition service agreement (3)

( 555 ) ( 463 ) ( 1,523 ) ( 1,424 )

CEO retirement and transition (4)

CEO transition (4)

Other 388 502

4 unchanged sentences

(4) CEO retirement and transition expenses related to the CEO search and retention agreements with the Company's executive leadership team.

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Restructuring

2 unchanged sentences

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

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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 by the end of fiscal year 2026.

The restructuring activities associated with the modified Plan are still expected to be completed in the second 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 estimated amount expected to be incurred

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

Facilities closeout fees (1)

7 unchanged sentences

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

The Company recorded restructuring charges related to the plan during the three and nine months ended February 28, 2026 of $ 5.2 million and $ 9.9 million, respectively.

The Company recorded restructuring charges related to the plan during the three months ended August 31, 2026 of $ 0.6 million .

Total restructuring charges recorded to date are $ 37.0 million.

2 unchanged sentences

The table below presents the restructuring reserve:

Three Months Ended Feb 28, 2026

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

(in thousands)

Balance at November 30, 2025 $ 1,032 $ 645 $ 263 $ — $ 47 $ 39 $ 2,026

Charges 1,223 3,338 140 — — 494 5,195

Non-cash adjustments — — — — — — —

Cash payments ( 1,126 ) ( 3,360 ) ( 322 ) — ( 47 ) ( 444 ) ( 5,299 )

Balance at February 28, 2026

$ 1,129 $ 623 $ 81 $ — $ — $ 89 $ 1,922

Nine Months Ended Feb 28, 2026

Three Months Ended Aug 31, 2026

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

4 unchanged sentences

Cash payments ( 455 ) ( 796 ) ( 167 ) — ( 12 ) ( 1,185 ) ( 2,615 )

Balance at February 28, 2026

Balance at August 31, 2026

$ 129 $ 157 $ 5 $ — $ 9 $ 28 $ 328

1 unchanged sentence

Recently Issued Accounting Pronouncements - Adopted

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

Table of Content

Standard Description Effective Date Effect on 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 elected the practical expedient for accounts receivable and there were no impacts to the consolidated financial statements as a result.

Recently Issued Accounting Pronouncements - Not Yet Applicable or 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 plans to adopt the new standard for the fiscal year 2026 Annual Report on Form 10-K and is assessing the impact to the consolidated financial statements.

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

2 unchanged sentences

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

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

Measurement of Credit Losses for Accounts Receivable and Contract Assets

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):

4 unchanged sentences

There have been no material changes to our critical accounting policies since our Annual Report on Form 10-K for fiscal year ended May 31, 2026.

SUBSEQUENT EVENTS

On October 8, 2026, the Company announced the appointment of Eric Honroth as President and Chief Executive Officer and a member of the Board of Directors, effective November 2, 2026.

Honroth will succeed Jim Clemmer, who will depart the Board on November 2, 2026.

In connection with Mr.

Honroth’s appointment as President and Chief Executive Officer and in order to support continuity and a smooth transition, on October 5, 2026, Mr.

Clemmer entered into a consulting agreement with the Company, pursuant to which Mr.

Clemmer will retire and his employment with the Company will terminate as of November 2, 2026, and Mr.

Clemmer will provide consulting services to the Company until the first anniversary of the effective date, unless earlier terminated.

Table of Content

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

What changed 10-Q

Item 1. Financial Statements