What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-12-05 compared with 2024-12-06 · 189 added, 170 removed, 970 unchanged (27% of the section changed)

3 unchanged sentences

The Cooper Companies, Inc.:

Opinion on the Consolidated Financial Statements

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance sheets of The Cooper Companies, Inc.

and subsidiaries (the Company) as of October 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended October 31, 2025, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of October 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended October 31, 2024, in conformity with U.S.

We also have audited the Company’s internal control over financial reporting as of October 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of October 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended October 31, 2025, in conformity with U.S.

generally accepted accounting principles.

We also have 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 October 31, 2024, 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 December 6, 2024 expressed an adverse opinion on the effectiveness of the Company's internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on these consolidated 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.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of October 31, 2025 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, 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 Annual Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company's consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (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 consolidated 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 consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated 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 consolidated 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 consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audits also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audits provide a reasonable basis for our opinions.

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.

THE COOPER COMPANIES, INC.

AND SUBSIDIARIES

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.

Critical Audit Matter

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This included determining the locations for which procedures were performed.

THE COOPER COMPANIES, INC.

AND SUBSIDIARIES

The following are the primary procedures we performed to address this critical audit matter.

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We assessed the recorded inventories for each location where procedures were performed by participating in a physical inventory count and observing a sample of inventories on hand and comparing the cost recorded for a sample of inventories on hand to underlying documentation.

We assessed recorded net sales for each location where procedures were performed by selecting a sample of net sales transactions and comparing the amount recognized to underlying documentation, such as contracts with customers and shipping documentation.

We 1) assessed recorded net sales by selecting a sample of net sales transactions and comparing the amount recognized to underlying documentation, such as contracts with customers and shipping documentation and 2) performed software-assisted data analyses to test the relationships among certain sales transactions.

We evaluated the overall sufficiency of audit evidence obtained by assessing the results of procedures performed over inventories and net sales, including the appropriateness of the nature and extent of audit effort.

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Interest expense 100.0 114.3 105.3

Other expense (income) 9.1 14.9 ( 25.0 )

Other expense 16.4 9.1 14.9

Income before income taxes 566.5 582.3 412.9

42 unchanged sentences

Other assets 689.2 660.6

Total assets $ 12,315.2 $ 11,658.9

$ 12,394.8 $ 12,315.2

LIABILITIES AND STOCKHOLDERS’ EQUITY

42 unchanged sentences

Issuance of common stock for stock plans, net and employee stock purchase plan 0.7 0.1 ( 0.1 ) — 7.0 — — 4.2 — 11.3

Treasury stock repurchase ( 0.2 ) — 0.2 — — — — ( 78.5 ) — ( 78.5 )

Dividends on common stock ($ 0.01 per share)

5 unchanged sentences

Issuance of common stock for stock plans, net and employee stock purchase plan 1.5 0.1 ( 0.1 ) — 31.3 — — 4.3 — 35.7

Dividends on common stock ($ 0.01 per share)

— — — — — ( 3.0 ) — ( 3.0 )

Share-based compensation expense — — — — 72.5 — — — — 72.5

4 unchanged sentences

Share-based compensation expense — — — — 69.6 — — — — 69.6

Stock repurchase

( 4.1 ) — 4.1 — — — — ( 292.5 ) — ( 292.5 )

Balance at October 31, 2025* 195.9 $ 20.0 21.7 $ 1.8 $ 1,975.5 $ ( 406.5 ) $ 7,643.3 $ ( 995.2 ) $ 0.2 $ 8,239.1

5 unchanged sentences

AND SUBSIDIARIES

Consolidated Statements of Cash Flows

Consolidated Statements of Cash Flow

Years Ended October 31,

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Other long-term liabilities 18.6 20.1 ( 6.4 )

Settlement of contingent consideration — — ( 52.3 )

Net cash provided by operating activities 796.1 709.3 607.5

2 unchanged sentences

Acquisitions of businesses and assets, net of cash acquired, and other ( 10.5 ) ( 343.4 ) ( 56.5 )

Proceeds from sale of interest in a subsidiary — — 52.1

Net cash used in investing activities ( 372.9 ) ( 764.6 ) ( 449.0 )

8 unchanged sentences

Issuance of common stock for employee stock purchase plan 10.6 8.3 7.9

Settlement of contingent consideration — — ( 2.9 )

Acquisition installment payment

Net cash provided (used in) by financing activities ( 425.9 ) 39.2 ( 173.9 )

Effect of exchange rate changes on cash, cash equivalents and restricted cash 5.6 2.9 ( 2.3 )

Net (decrease) increase in cash, cash equivalents and restricted cash ( 13.2 ) ( 17.7 ) 42.0

Net increase (decrease) in cash, cash equivalents and restricted cash 2.9 ( 13.2 ) ( 17.7 )

Cash, cash equivalents, restricted cash and cash held for sale at beginning of year 107.7 120.9 138.6

4 unchanged sentences

Income taxes 100.0 78.4 67.8

Operating lease liabilities 49.9 48.0 47.5

Operating lease ROU assets obtained in exchange for lease obligations 52.7 54.6 42.6

Years Ended October 31,

1 unchanged sentence

2025 2024 2023

Operating lease liabilities 48.0 47.5 45.3

Operating lease ROU assets obtained in exchange for lease obligations $ 54.6 $ 42.6 $ 29.8

Reconciliation of cash flow information:

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Restricted cash included in other current assets — 0.1 0.1

Cash held for sale — — —

Total cash, cash equivalents, restricted cash and cash held for sale $ 110.6 $ 107.7 $ 120.9

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Deferred tax assets are also estimated based on net operating loss and tax credit carryforwards.

Deferred tax assets are reduced by a valuation allowance to the extent it is more likely than not they are not expected to be realized.

Adjustments to deferred tax assets and liabilities due to changes in tax laws, changes in jurisdiction from intra-entity transfers of assets, and changes in judgment regarding a valuation allowance are recognized in provision for income taxes in the quarter in which such changes occur.

Long-term tax payable is estimated income tax to be paid for unrecognized tax benefits.

A tax benefit

Deferred tax assets are reduced by a valuation allowance to the extent it is more likely than not that the tax benefits are not expected to be realized.

Adjustments to deferred tax assets and liabilities due to changes in tax laws, changes in jurisdiction from intra-entity

THE COOPER COMPANIES, INC.

1 unchanged sentence

Notes to Consolidated Financial Statements

is recognized if it is more likely than not a tax position will be sustained based on its technical merits in a tax authority examination, based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority.

transfers of assets, and changes in judgment regarding a valuation allowance are recognized in provision for income taxes in the quarter in which such changes occur.

Long-term tax payable is estimated income tax to be paid for unrecognized tax benefits.

A tax benefit is recognized if it is more likely than not a tax position will be sustained based on its technical merits in a tax authority examination, based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority.

Adjustments to unrecognized tax benefits due to changes in judgment are recognized in provision for income taxes in the quarter in which such changes occur.

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The Company generally accounts for such government assistance by analogy to IAS 20, Accounting for Government Grants and Disclosure of Government Assistance and recognizes the assistance when it is probable that it will be received by complying with the prerequisite terms and conditions.

For the fiscal year ending October 31, 2024, government assistance of $ 32.5 million was recorded primarily as a reduction to the cost basis of property, plant, and equipment or reduction to the related expense.

Government assistance in prior fiscal years was immaterial.

Accounting Pronouncements Issued Not Yet Adopted

In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses , which requires additional disclosure of the nature of expenses included in the income statement.

The standard requires disclosures about specific types of expenses included in the expense captions presented in the income

The government assistance is recorded as a reduction to the underlying asset or related expense.

Recently Adopted Accounting Standards

The Company adopted the Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures in the fiscal year 2025, which enhances the disclosures required for operating segments in our annual and interim consolidated financial statements.

The standard was applied retrospectively to all periods presented in the financial statements.

As this accounting standard only impacts disclosures, it did not have a material impact on the Company’s Consolidated Financial Statements.

Business Segment Information for the required disclosures.

THE COOPER COMPANIES, INC.

1 unchanged sentence

Notes to Consolidated Financial Statements

Accounting Pronouncements Issued Not Yet Adopted

In September 2025, the Financial Accounting Standards Board (FASB) issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606) , which clarifies the application of derivative accounting to certain contract.

This update introduces a scope exception for contracts that are not exchange-traded and whose underlying is tied to operations or activities specific to one of the parties to the contract.

It also clarifies the guidance for share-based noncash consideration from a customer, which is not applicable to us.

This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within those annual reporting periods, with early adoption permitted and the option to apply on a prospective or modified retrospective basis.

We are currently evaluating the impact that the adoption of this guidance will have on our consolidated financial statements and disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) , which removes references to sequential project stages and requires capitalization of software costs begins when:

(1) management has authorized and committed to funding the software project, and (2) it is probable the project will be completed and the software will be used to perform the function intended.

This ASU is effective for fiscal years beginning after December 15, 2027, and interim periods within those annual reporting periods, with early adoption permitted as of the beginning of an annual reporting period.

The update permits either a prospective, modified prospective, or retrospective adoption approach.

We are currently evaluating the impact that the adoption of this guidance will have on our consolidated financial statements and disclosures.

In July 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2025-05, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets , which provides a practical expedient to measure credit losses on current accounts receivable and current contract assets.

The practical expedient assumes that current conditions as of the balance sheet does not change for the remaining life of the asset.

This ASU should be applied prospectively for fiscal years beginning after December 15, 2025, and interim periods within those annual reporting periods, with early adoption permitted.

We are currently evaluating the impact that the adoption of this guidance will have on our consolidated financial statements and disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses , which requires additional disclosure of the nature of expenses included in the income statement.

The standard requires disclosures about specific types of expenses included in the expense captions presented in the income statement.

This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted.

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We are currently evaluating the impact that the adoption of this guidance will have on our consolidated financial statements and disclosures.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , which enhances the disclosures required for operating segments in our annual and interim consolidated financial statements.

The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, which means it will be effective from our fiscal year ended October 31, 2025, and interim periods within fiscal years beginning from November 01, 2025, and will be applied retrospectively.

Early adoption is permitted.

We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and disclosures.

No other recently issued accounting pronouncements had or are expected to have a material impact on our Consolidated Financial Statements.

THE COOPER COMPANIES, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Operating Leases

11 unchanged sentences

The minimum rental payments required under operating leases that have initial or remaining noncancellable lease terms in excess of one year as of October 31, 2025, are:

THE COOPER COMPANIES, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(In millions)

12 unchanged sentences

Assets acquired consisted primarily of $ 45.6 million of developed technology, $ 8.5 million of customer relationships, $ 7.7 million of inventory, $ 5.4 million of other net assets, and $ 50.6 million of goodwill, which is primarily related to expected synergies from combined operations.

The Company is in the process of finalizing purchase accounting information.

The goodwill is not deductible for tax purposes.

THE COOPER COMPANIES, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

On June 7, 2024, CooperSurgical acquired a fertility company that specializes in sperm separation devices.

15 unchanged sentences

Intangible Assets

THE COOPER COMPANIES, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

The Company has three reporting units:

4 unchanged sentences

$ 1,797.8 $ 2,040.6 $ 3,838.4

Net additions

— 157.8 157.8

Foreign currency translation adjustment 12.2 2.8 15.0

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Of the October 31, 2024, goodwill balance, $ 311.5 million for CooperSurgical and $ 17.8 million for CooperVision was expected to be deductible for tax purposes.

THE COOPER COMPANIES, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Other Intangible Assets

7 unchanged sentences

Intangible assets with definite lives:

Trademarks $ 204.2 $ 90.6 $ 208.9 $ 81.1 15

Customer relationships $ 1,137.6 $ 469.3 $ 1,130.5 $ 402.5 19

Composite intangible assets (1)

1 unchanged sentence

Technology 683.4 415.3 706.4 384.3 11

Customer relationships 1,130.5 402.5 1,099.2 345.8 19

Trademarks 202.5 102.3 204.2 90.6 15

License and distribution rights and other 44.5 26.9 47.9 27.2 11

13 unchanged sentences

Total remaining amortization for intangible assets with definite lives $ 1,585.2

THE COOPER COMPANIES, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

The Company performed its annual impairment assessment in the third quarter of fiscal 2025 and concluded there was no material impairment to the Company's definite-lived or indefinite-lived intangible assets during fiscal 2025.

There was no material impairment to the Company's definite-lived or indefinite-lived intangible assets during fiscal 2024.

In the fourth quarter of fiscal 2023, CooperVision fully impaired some intangible assets associated with the discontinuation of certain products.

The carrying value of these intangible assets were immaterial.

There was no impairment to the Company's definite-lived or indefinite-lived intangible assets during fiscal 2022.

THE COOPER COMPANIES, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Financing Arrangements

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Revolving Credit Agreement on May 1, 2024

On May 1, 2024, the Company entered into a Revolving Credit Agreement (the 2024 Credit Agreement), among the Company, CooperVision International Limited, the lenders from time to time party thereto, and PNC Bank, National Association, as administrative agent.

The 2024 Credit Agreement provides for a multicurrency revolving credit facility (the 2024 Revolving Credit Facility) in an aggregate principal amount of $ 2.3 billion which, unless terminated earlier, matures on May 1, 2029.

On May 1, 2024, the Company used $ 1.2 billion under the 2024 Revolving Credit Facility to fully repay all borrowings outstanding under the 2020 Term Loan Facility and the 2020 Revolving Credit Facility, and terminated the 2020 Credit Agreement.

The Company has an uncommitted option to increase the revolving credit facility or establish a new term loan in an aggregate amount up to the greater of $ 1.2 billion or 100 % of consolidated Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), as defined in the 2024 Credit Agreement.

On May 1, 2024, the Company entered into the 2024 Credit Agreement, among the Company, CooperVision International Limited, the lenders from time to time party thereto, and PNC Bank, National Association, as administrative agent.

The 2024 Credit Agreement provides for a multicurrency revolving credit facility (the 2024 Revolving Credit Facility) in an aggregate principal amount of $ 2,300.0 million which, unless terminated earlier, matures on May 1, 2029.

On May 1, 2024, the Company used $ 1,170.0 million under the 2024 Revolving Credit Facility to fully repay all borrowings outstanding under the 2020 Term Loan Facility and the 2020 Revolving Credit Facility, and terminated the 2020 Credit Agreement (all as defined below).

The Company has an uncommitted option to increase the revolving credit facility or establish a new term loan in an aggregate amount up to the greater of $ 1,150.0 million or 100 % of consolidated Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), as defined in the 2024 Credit Agreement.

The 2024 Credit Agreement will bear interest, at the Company’s option, at either the base rate, or the adjusted SOFR, or adjusted foreign currency rate, plus, in each case, an applicable rate of between 0.00 % and 0.50 % in respect of base rate loans, and between 0.87 % and 1.50 % in respect of adjusted SOFR or adjusted foreign currency rate loans, in each case in accordance with a pricing grid tied to the Total Leverage Ratio, as defined in the 2024 Credit Agreement.

The Company pays an annual commitment fee that ranges from 0.10 % to 0.20 % of the unused portion of the 2024 Revolving Credit Facility based upon the Total Leverage Ratio, as defined in the 2024 Credit Agreement.

The Company pays an annual commitment fee that ranges from 0.10 % to 0.20 % of the unused portion of the 2024 Revolving Credit Facility based upon the Company's Total Leverage Ratio, as defined in the 2024 Credit Agreement.

The 2024 Credit Agreement contains customary restrictive covenants, as well as financial covenants that require the Company to maintain a certain Total Leverage Ratio and Interest Coverage Ratio, each as defined in the 2024 Credit Agreement, consistent with the 2020 Credit Agreement discussed below.

On October 31, 2024, the Company had $ 1.0 billion outstanding under the 2024 Revolving Credit Facility and the weighted-average interest rate on the 2024 Revolving Credit Facility was 6.05 %.

On October 31, 2025, the Company had $ 956.3 million outstanding under the 2024 Revolving Credit Facility and the weighted-average interest rate was 5.24 %.

Term Loan Agreement on December 17, 2021

On December 17, 2021, the Company entered into a Term Loan Agreement (the 2021 Credit Agreement) by and among the Company, the lenders from time to time party thereto, and PNC Bank, National Association, as administrative agent.

The 2021 Credit Agreement provides for a term loan facility (the 2021 Term Loan Facility) in an aggregate principal amount of $ 1,500.0 million, which, unless terminated earlier, matures on December 17, 2026.

In addition, the Company has the ability from time to time to request an increase to the commitments under the 2021 Term Loan Facility or to establish a new term loan facility under the 2021 Credit Agreement in an aggregate principal amount not to exceed $ 1,125.0 million, upon prior written notice to the administrative agent and subject to the discretionary participation of the lenders funding such term loans and certain limitations set forth in the 2021 Credit Agreement.

THE COOPER COMPANIES, INC.

1 unchanged sentence

Notes to Consolidated Financial Statements

Term Loan Agreement on December 17, 2021

The 2021 Credit Agreement provides for a term loan facility (the 2021 Term Loan Facility) in an aggregate principal amount of $ 1.5 billion, which, unless terminated earlier, matures on December 17, 2026.

In addition, the Company has the ability from time to time to request an increase to the commitments under the 2021 Term Loan Facility or to establish a new term loan facility under the 2021 Credit Agreement in an aggregate principal amount not to exceed $ 1.1 billion, upon prior written notice to the administrative agent and subject to the discretionary participation of the lenders funding such term loans and certain limitations set forth in the 2021 Credit Agreement.

Amounts outstanding under the 2021 Term Loan Facility will bear interest, at the Company’s option, at either (i) the alternate base rate, which is a rate per annum equal to the greatest of (a) the administrative agent’s prime rate, (b) one-half of one percent in excess of the federal funds effective rate and (c) one percent in excess of the adjusted SOFR for a one-month interest period in effect on such day, or (ii) the adjusted SOFR, plus, in each case, an applicable rate of, initially, zero basis points, in respect of base rate loans, and 75 basis points, in respect of adjusted SOFR loans.

3 unchanged sentences

2 to the 2021 Credit Agreement, modifying the 2021 Credit Agreement by, among other things, conforming certain provisions therein to those contained in the 2024 Credit Agreement.

On October 31, 2024, the Company had $ 1.5 billion outstanding under the 2021 Term Loan Facility and the interest rate was 5.94 %.

On October 31, 2025, the Company had $ 1,500.0 million outstanding under the 2021 Term Loan Facility and the interest rate was 5.11 %.

The 2021 Credit Agreement contains customary restrictive covenants, as well as financial covenants that require the Company to maintain a certain Total Leverage Ratio and Interest Coverage Ratio, each as defined in the 2021 Credit Agreement, consistent with the 2020 Credit Agreement discussed below.

Revolving Credit and Term Loan Agreement on April 1, 2020

On April 1, 2020, the Company entered into a Revolving Credit and Term Loan Agreement (the 2020 Credit Agreement), by and among the Company, CooperVision International Holding Company, LP, CooperSurgical Netherlands B.V., CooperVision Holding Kft., the lenders from time to time party thereto, and KeyBank National Association, as administrative agent.

The 2020 Credit Agreement provides for (a) a multicurrency revolving credit facility (the 2020 Revolving Credit Facility) in an aggregate principal amount of $ 1.3 billion and (b) a term loan facility (the 2020 Term Loan Facility) in an aggregate principal amount of $ 850.0 million, each of which, unless terminated earlier, mature on April 1, 2025.

The Company has an uncommitted option to increase the revolving credit facility or establish a new term loan in an aggregate amount up to $ 1.6 billion.

On April 1, 2020, the Company entered into a Revolving Credit and Term Loan Agreement (the 2020 Credit Agreement), among the Company, CooperVision International Holding Company, LP, CooperSurgical Netherlands B.V., CooperVision Holding Kft., the lenders from time to time party thereto, and KeyBank National Association, as administrative agent.

The 2020 Credit Agreement provided for (a) a multicurrency revolving credit facility (the 2020 Revolving Credit Facility) in an aggregate principal amount of $ 1,290.0 million and (b) a term loan facility (the 2020 Term Loan Facility) in an aggregate principal amount of $ 850.0 million, each of which, unless terminated earlier, mature on April 1, 2025.

The Company had an uncommitted option to increase the revolving credit facility or establish a new term loan in an aggregate amount up to $ 1,605.0 million.

On May 1, 2024, in connection with the Company's entry into the 2024 Credit Agreement, the Company terminated the 2020 Credit Agreement.

9 unchanged sentences

Components of income before income taxes:

THE COOPER COMPANIES, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Years Ended October 31,

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$ 566.5 $ 582.3 $ 412.9

THE COOPER COMPANIES, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Components of provision for income taxes:

5 unchanged sentences

Foreign 23.8 31.6 33.0

71.1 74.0 35.7

Total current provision for income taxes 56.4 71.1 74.0

Federal ( 5.1 ) ( 19.6 ) ( 36.7 )

1 unchanged sentence

Foreign 141.8 138.0 88.9

118.9 44.7 53.9

Provision for income taxes $ 190.0 $ 118.7 $ 89.5

Total deferred provision for income taxes 135.2 118.9 44.7

Total provision for income taxes $ 191.6 $ 190.0 $ 118.7

Reconciliation between the expected provision for income taxes at the U.S.

8 unchanged sentences

Excess tax benefits from share-based compensation ( 0.3 ) ( 5.1 ) ( 2.4 )

Change in unrecognized tax benefits 0.6 — ( 12.7 )

Changes in valuation allowance 10.1 — —

Changes in unrecognized tax benefits ( 12.5 ) 0.6 —

State tax provision 1.0 1.2 ( 4.2 )

Nontaxable or nondeductible items

Prior year tax returns ( 2.4 ) ( 6.3 ) 0.7

Other, net ( 3.6 ) ( 5.4 ) ( 3.5 )

26 unchanged sentences

Net deferred tax assets $ 1,984.2 $ 2,114.3

The Company has revised the presentation of the components of deferred tax assets and liabilities to disclose the amounts by type of asset or liability.

The amounts for fiscal 2023 were revised to reflect the presentation for fiscal 2024.

The revised table has no impact on the affected financial statement line items for the years affected or on any other tables.

Changes in valuation allowance:

6 unchanged sentences

Ending balance $ 32.8 $ 23.3 $ 20.7

In assessing the realizability of deferred tax assets, the Company analyzes whether some or all deferred tax assets will not be realized.

This analysis considers historical taxable income, the projected reversal of deferred tax liabilities, projected taxable income and tax planning strategies.

Based upon this analysis, it is more likely than not that the deferred tax assets, net of valuation allowance, will be realized.

At October 31, 2024, the Company had federal net operating loss carryforwards of $ 74.0 million and state net operating loss carryforwards of $ 85.0 million.

In assessing the realizability of deferred tax assets, the Company analyzes the likelihood that the tax benefit of some or all deferred tax assets will not be realized.

This analysis considers historical taxable income, projected reversal of deferred tax liabilities, projected taxable income, and tax planning strategies.

Based upon this analysis, it is more likely than not that the tax benefit from all deferred tax assets, net of valuation allowance, will be realized.

As of October 31, 2025, the Company had federal net operating loss carryforwards of $ 73.5 million and state net operating loss carryforwards of $ 87.5 million.

Federal net operating loss carryforwards of $ 19.8 million expire on various dates from fiscal 2026 through fiscal 2038 and $ 53.7 million do not expire.

1 unchanged sentence

The remaining transition tax to be remitted from the U.S.

Tax Cuts and Jobs Act of 2017 is $ 66.4 million and $ 36.9 million as of October 31, 2024, and October 31, 2025, respectively.

Tax Cuts and Jobs Act of 2017 is $ 36.9 million as of October 31, 2025.

A tax benefit is recognized if it is more likely than not that a tax position will be sustained on its technical merits, based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority.

THE COOPER COMPANIES, INC.

1 unchanged sentence

Notes to Consolidated Financial Statements

Changes in unrecognized tax benefits:

2 unchanged sentences

Decrease based on tax positions in prior fiscal years ( 2.0 )

Increase based on tax positions in prior fiscal years 2.2

Increase based on tax positions in current fiscal year 1.0

1 unchanged sentence

Balance at October 31, 2024 $ 326.8

Decrease based on tax positions in prior fiscal years ( 2.0 )

Increase based on tax positions in prior fiscal years 2.2

Increase based on tax positions in current fiscal year 1.0

Lapses of statutes of limitations ( 11.8 )

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Interest and penalties related to unrecognized tax benefits are recognized in provision for income taxes.

At October 31, 2024, 2023 and 2022, accrued interest and penalties related to unrecognized tax benefits were $ 10.7 million, $ 5.8 million, and $ 5.4 million, respectively.

Included in the balance of unrecognized tax benefits at October 31, 2024, is $ 15.7 million related to tax positions for which it is reasonably possible that the total amounts could change during the next twelve months.

Filed tax returns are subject to examination by tax authorities in major tax jurisdictions for fiscal 2018 and subsequent years, including the UK and the US.

As of October 31, 2025, 2024 and 2023, accrued interest and penalties related to unrecognized tax benefits were $ 2.8 million, $ 10.7 million, and $ 5.8 million, respectively.

Filed tax returns are subject to examination by tax authorities in major tax jurisdictions for fiscal 2021 and subsequent years, including the U.S.

and United Kingdom.

Earnings Per Share

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Restricted stock units excluded 531 3 60

THE COOPER COMPANIES, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Above tables have been adjusted to reflect the four -for-one stock split effected on February 16, 2024.

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Organization and Significant Accounting Policies for further information

THE COOPER COMPANIES, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Stockholders’ Equity

Analysis of Changes in Accumulated Other Comprehensive Income (Loss):

(In millions) Foreign Currency Translation Adjustment Derivatives Minimum Pension Liability Total

(In millions) Foreign Currency Translation Adjustment Derivative Instruments

Minimum Pension Liability Total

Balance at October 31, 2022

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Share Repurchases

In March 2017, the authorization under the 2012 Program was increased to $ 1.0 billion by the Company's Board of Directors.

In September 2025, the authorization under the 2012 Share Repurchase Program was increased to $ 2.0 billion by the Company's Board of Directors.

As of October 31, 2025, $ 966.4 million remains authorized for repurchase.

During the year ended October 31, 2024, and October 31, 2023, there were no share repurchases.

In fiscal 2025, the Company repurchased 4.1 million shares of its common stock for $ 290.1 million, at a weighted average price of $ 69.30 per share under the program.

In fiscal 2024, there were no share repurchases under the program.

In December 2023, the Company's Board of Directors decided to end the declaration of the semiannual dividend.

The Company paid dividends of approximately $ 3.0 million in each of fiscal 2023 and 2022.

The Company did not pay dividends in fiscal 2025 and 2024.

All share, restricted stock unit (RSU), option, per share, per RSU and per option information presented below have been adjusted to reflect the four -for-one stock split effected on February 16, 2024.

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The 2023 Plan authorizes either our Board of Directors, or a designated committee thereof composed of two or more non-employee directors, to grant to eligible individuals up to 5,460,000 shares in the form of specified equity awards including stock options, restricted stock units (RSUs) and performance share units (PSUs), subject to adjustment for future stock splits, stock dividends, expirations, forfeitures, and similar events.

In addition, the

In addition, the 2023 Plan includes any shares which were available for issuance under the 2007 Plan at the time of stockholder approval of this plan and shares which become available as a result of the forfeiture or expiration of awards made under the 2007 Plan.

THE COOPER COMPANIES, INC.

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Notes to Consolidated Financial Statements

2023 Plan includes any shares which were available for issuance under the 2007 Plan at the time of stockholder approval of this plan and shares which become available as a result of the forfeiture or expiration of awards made under the 2007 Plan.

As of October 31, 2025, 4,315,716 shares remained available under the 2023 Plan for future grants.

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The compensation expense and related income tax benefit recognized in our Consolidated Statements of Income for share-based awards, including the Employee Stock Purchase Plan, were as follows:

Years Ended October 31,

(In millions) 2025 2024 2023

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Stock options outstanding under our current plans have been granted at prices which are either equal to or above the market value of the common stock on the date of grant.

Options granted under the 2007 Plan and 2023 Plan generally vest over a range of three to five years based on service conditions and expire no later than ten years after the grant date.

Options granted under the 2007 Plan and 2023 Plan generally vest over a range of three to four years based on service conditions and expire no later than ten years after the grant date.

We generally recognize compensation expense ratably over the vesting period.

As of October 31, 2024, there was $ 8.2 million of total unrecognized

As of October 31, 2025, there was $ 9.6 million of total unrecognized compensation cost related to non-vested options, which is expected to be recognized over a remaining weighted-average vesting period of 2.5 years.

THE COOPER COMPANIES, INC.

1 unchanged sentence

Notes to Consolidated Financial Statements

compensation cost related to non-vested options, which is expected to be recognized over a remaining weighted-average vesting period of 1.7 years.

Restricted Stock Units

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Performance units, if earned, may be paid in cash or shares of common stock.

We granted performance unit awards on December 13, 2022, December 7, 2021, and December 8, 2020, under the 2007 Plan, with three-year performance periods ending in fiscal 2026, fiscal 2025, and fiscal 2024 respectively.

We granted performance unit awards on December 10, 2024 and December 12, 2023, under the 2023 Plan, with three-year performance periods ending in fiscal 2028, and fiscal 2027, respectively.

We granted performance unit awards on December 13, 2022, under the 2007 Plan, with three-year performance periods ending in fiscal 2026.

The performance shares actually earned will range from zero to 200 % of the target number of performance shares.

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On March 18, 2019, the Company received stockholder approval for the Employee Stock Purchase Plan (ESPP).

The first offering period began on November 4, 2019, and offerings are generally made on a quarterly basis.

The first offering period began on November 4, 2019, and offerings were generally made on a quarterly basis.

Starting with the offering period that commenced in May 2025, the offering periods changed to six months and generally begin on May 2 and November 2 each year.

The purpose of the ESPP is to provide eligible employees of the Company with the opportunity to acquire shares of common stock at 85 % of the market price on the last business day of each offering period by means of accumulated payroll deductions.

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At October 31, 2025, the number of shares remaining available for future issuance under the ESPP was 3,499,807 shares.

Total ESPP share-based compensation recognized during fiscal 2024 and 2023 was $ 1.6 million and $ 1.3 million, respectively.

Employee Benefits

Cooper's Retirement Income Plan

The Company's Retirement Income Plan (Plan), a defined benefit plan, is only available to full-time United States employees, subject to the soft freeze mentioned below.

The Company's contributions are designed to fund normal cost on a current basis and to fund the estimated prior service cost of benefit improvements.

The unit credit actuarial cost method is used to determine the

Total ESPP share-based compensation recognized during fiscal 2025, 2024 and 2023 was $ 1.5 million, $ 1.6 million and $ 1.3 million, respectively.

THE COOPER COMPANIES, INC.

1 unchanged sentence

Notes to Consolidated Financial Statements

Employee Benefits

Benefits Related To Workforce Optimization Initiatives

From time to time, the Company might engage in workforce optimization activities.

Employee severance and other termination benefit packages are primarily determined based on established benefit arrangements, local statutory requirements, and historical benefit practices.

We recognize the contractual component of these benefits when payment is probable and estimable;

additional elements of severance and termination benefits associated with non-recurring benefits are recognized ratably over each employee’s required future service period.

We recognized termination benefits expense of $ 35.0 million associated with the workforce optimization initiatives in fiscal 2025.

Retirement Income Plan

The Company's Retirement Income Plan (Plan), a defined benefit plan, is only available to full-time United States employees.

On June 18, 2019, the Board of Directors of the Company approved a soft freeze of the Plan effective August 1, 2019.

The Plan was closed to employees hired on or after August 1, 2019, including former participants or employees rehired on or after August 1, 2019, and employees hired in connection with a stock or asset acquisition, merger or other similar transaction on or after August 1, 2019.

Existing employees already covered by the Plan, continue to accrue their benefits.

The Company's contributions are designed to fund normal cost on a current basis and to fund the estimated prior service cost of benefit improvements.

The unit credit actuarial cost method is used to determine the annual cost.

The Company pays the entire cost of the Plan and funds such costs as they accrue.

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The Company uses individual spot rates along the yield curve that correspond with the timing of each benefit payment to determine the service and interest costs of components of its net periodic benefit cost utilizing the correlation of projected cash outflows and corresponding spot rates on the yield curve.

The following table sets forth the Plan's benefit obligations and fair value of the Plan assets at October 31, 2024, 2023 and 2022 and the funded status of the Plan and net periodic pension costs for each of the years in the three-year periods ended October 31, 2024.

The following table sets forth the Plan's benefit obligations, fair value of the Plan assets and funded status of the Plan at October 31, 2025 and 2024, and net periodic pension costs for each of the years in the three-year periods ended October 31, 2025.

The net amounts recognized in the Consolidated Balance Sheets consist of non-current liabilities.

The accumulated benefit obligation was $ 161.7 million, $ 131.5 million and $ 134.9 million for the years ended October 31, 2024, 2023 and 2022.

Retirement Income Plan

The accumulated benefit obligation was $ 161.4 million and $ 161.7 million as of October 31, 2025 and 2024.

Years Ended October 31,

(In millions)

2024 2023 2022

Change in benefit obligation

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(In millions)

2024 2023 2022

Amounts recognized in accumulated other comprehensive income consist of:

Net loss $ 6.3 $ 4.1 $ 8.0

Balances in accumulated other comprehensive income consist of:

Net loss (gain) $ ( 2.2 ) $ 6.3

Accumulated other comprehensive income $ ( 2.2 ) $ 6.3

THE COOPER COMPANIES, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Years Ended October 31,

(In millions)

2024 2023 2022

Reconciliation of (prepaid) accrued pension cost:

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(Prepaid)/Accrued pension cost at fiscal year end $ 15.0 $ 8.9

THE COOPER COMPANIES, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Years Ended October 31,

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Expected return on plan assets ( 12.5 ) ( 10.6 ) ( 11.1 )

Recognized actuarial loss — — 2.2

Net periodic pension cost $ 6.1 $ 6.5 $ 6.8

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Net (gain) loss $ ( 8.5 ) $ 2.2 $ ( 4.0 )

Amortizations of net gain — — ( 2.5 )

Total recognized in other comprehensive (income) loss $ ( 8.5 ) $ 2.2 $ ( 4.0 )

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These expected future returns were then blended based on this Plan's target asset allocation.

Reasons for Significant Liability Gains and Losses

The projected benefit obligation experienced a net loss of approximately $ 26.4 million during the year.

This net loss is the result of assumption changes resulting in a loss of approximately $ 25.0 million and a loss of approximately $ 1.4 million due to demographic experience.

The key assumption changes were a decrease in the discount rate (loss of $ 14.5 million), change in assumptions for lump sum determination (loss of $ 8.8 million), an increase in expected future salaries (loss of $ 1.9 million), and

THE COOPER COMPANIES, INC.

1 unchanged sentence

Notes to Consolidated Financial Statements

changes to decrements and payment timing following an experience review (gain of $ 0.2 million).

The projected benefit obligation experienced a net gain of approximately $ 4.7 million during the year.

This net gain is the result of assumption changes resulting in a gain of approximately $ 6.7 million and a loss of approximately $ 2.0 million due to demographic experience.

The key assumption changes were the interest rates used for lump sum determination (gain of $ 6.7 million) and the yield curve used to determine discount rates.

Changes in demographic experience were due to the net effect of retirement rates, termination rates, salary increases and other experience that was different from assumed.

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The allocation of assets will be determined by the investment manager and will typically include 50 % to 70 % equities with the remainder invested in fixed income, hedging strategy funds and cash.

Presently, this diversified portfolio is expected to return roughly 8 % in the long run.

As of the measurement date of October 31, 2024, the fair value measurement of plan assets is as follows:

(In millions) Total Quoted Prices

Identical Assets

(Level 1) Significant

(Level 2) Significant

Asset category

Cash and cash equivalents $ 6.1 $ 0.4 $ — $ 5.7

Corporate common stock 41.3 41.3 — —

Equity mutual funds 65.3 65.3 — —

Balanced Funds 3.7 3.7 — —

Alternative investments 1.2 1.2 — —

Fixed income 46.1 19.4 26.7 —

Total $ 163.7 $ 131.3 $ 26.7 $ 5.7

Presently, this diversified portfolio is expected to return approximately 8 % in the long run.

As of the measurement date of October 31, 2025 and October 31, 2024, all plan assets were classified as Level 1 assets except for $ 15.2 million and $ 26.7 million fixed income investments and $ 3.3 million and $ 5.7 million cash and cash equivalents, which were classified as Level 2.

The Plan has an established process for determining the fair value of plan assets.

For investments in equity and bond mutual funds, and real estate funds, fair value is based on observable, Level 1 inputs.

Plan Cash Flows

Contributions

The Company made $ 0.4 million and $ 1.1 million contributions to the Plan in fiscal 2024 and fiscal 2023, respectively.

The Company made no contributions to the Plan for fiscal 2022.

The Company closely monitors the funded status of the Plan with respect to legislative and accounting rules.

The Company is expected to make contributions totaling $ 3.6 million to the Plan during fiscal 2026.

Estimated Future Benefit Payments

THE COOPER COMPANIES, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(In millions)

2031-2035 $ 73.7

Plan Soft Freeze

On June 18, 2019, the Board of Directors of the Company approved a soft freeze of the Plan effective August 1, 2019.

Existing employees already covered by the Plan, continue to accrue their benefits.

Cooper's 401(k) Savings Plan

Cooper's 401(k) savings plan provides for the deferral of compensation as described in the Internal Revenue Code and is available to substantially all United States employees.

401(k) Savings Plan

The Company's 401(k) savings plan provides for the deferral of compensation as described in the Internal Revenue Code and is available to substantially all United States employees.

Employees who participate in the 401(k) plan may elect to have up to 75 % of their pre-tax salary or wages deferred and contributed to the trust established under the Plan.

Cooper's contributions on account of participating employees, were $ 11.6 million, $ 10.1 million and $ 10.1 million for the years ended October 31, 2025, 2024 and 2023, respectively.

THE COOPER COMPANIES, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Contingencies

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Business Segment Information

The Company discloses information about its operating segments, which were established based on the way that management organizes segments within the Company for making operating decisions and assessing financial performance.

The Company discloses information about its operating segments, which were established based on the way that our Chief Operating Decision Maker (CODM) organizes segments within the Company for making operating decisions and assessing financial performance.

Our CODM is our Chief Executive Officer.

The Company's two operating segments are described below.

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Competes in the fertility and women's health care market through its diversified portfolio of products and services, including fertility products and services, medical devices, cryostorage (such as cord blood and cord tissue storage) and contraception.

The Company uses operating income, as presented in our financial reports, as the primary measure of segment profitability.

The CODM uses operating income, as presented in our financial reports, as the primary measure of segment profitability to assess the performance of the segments and make decisions on resource allocation across segments.

The Company does not allocate costs from corporate functions to segment operating income.

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Total identifiable assets are those used in continuing operations except cash and cash equivalents, which the Company includes as corporate assets.

THE COOPER COMPANIES, INC.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

The following table presents a summary of our business segment net sales:

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Information by business segment for each of the years in the three-year period ended October 31, 2025, follows:

(In millions) CooperVision CooperSurgical Corporate Consolidated

(In millions) CooperVision CooperSurgical Corporate (1)

Net sales $ 2,743.8 $ 1,348.6 $ — $ 4,092.4

Cost of sales

932.6 477.7 — 1,410.3

Amortization expense

21.0 178.2 — 199.2

Selling, general and administrative expense 969.3 568.4 90.1 1,627.8

Research and development expense

91.3 80.9 — 172.2

Operating income (loss) $ 729.6 $ 43.4 $ ( 90.1 ) $ 682.9

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Depreciation expense $ 153.2 $ 25.0 $ — $ 178.2

Amortization expense $ 28.2 $ 173.0 $ — $ 201.2

Capital expenditures $ 322.9 $ 39.5 $ — $ 362.4

Net sales $ 2,609.4 $ 1,286.0 $ — $ 3,895.4

Cost of sales

911.4 388.3 — 1,299.7

Amortization expense

28.2 173.0 — 201.2

Selling, general and administrative expense 910.7 534.2 88.8 1,533.7

Research and development expense

82.9 72.2 — 155.1

Operating income (loss) $ 676.2 $ 118.3 $ ( 88.8 ) $ 705.7

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Depreciation expense $ 151.8 $ 22.1 $ — $ 173.9

Amortization expense $ 32.9 $ 153.3 $ — $ 186.2

Capital expenditures $ 388.6 $ 32.6 $ — $ 421.2

Net sales $ 2,423.7 $ 1,169.5 $ — $ 3,593.2

Cost of sales

858.6 376.7 — 1,235.3

Amortization expense

32.9 153.3 — 186.2

Selling, general and administrative expense 871.1 559.4 70.7 1,501.2

Research and development expense

73.4 64.0 — 137.4

Operating income (loss) $ 587.7 $ 16.1 $ ( 70.7 ) $ 533.1

Interest expense 105.3

Other (income), net ( 25.0 )

Other expense, net 14.9

Income before income taxes $ 412.9

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Depreciation expense $ 156.9 $ 24.6 $ — $ 181.5

Amortization expense $ 32.3 $ 147.2 $ — $ 179.5

Capital expenditures $ 364.4 $ 28.1 $ — $ 392.5

(1) Corporate SGA expenses are not allocated to the segments.

THE COOPER COMPANIES, INC.

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The resulting impact on our Consolidated Financial Statements from currency hedging activities was not significant for the years ended October 31, 2025, 2024 and 2023.

As of October 31, 2024, the Company has nine interest rate swap contracts that have a total notional amount of $ 1.8 billion and remaining maturities of less than three years .

As of October 31, 2025, the Company has eight interest rate swap contracts that have a total notional amount of $ 1.6 billion and remaining maturities of less than three years .

The following table summarizes the amounts recognized with respect to our derivative instruments within the accompanying Consolidated Statements of Income:

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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-K

Item 8. Financial Statements and Supplementary Data