Embecta Corp. 10-Q

Item 1A. Risk Factors. There have been no material changes to Embecta’s risk factors from those described in “Risk Factors” included within the 2024 Form 10-K, except for the addition of the following risk factor: Trade actions, such as tariffs, retaliatory tariffs, and private or governmental “buy local” initiatives could adversely and unexpectedly impact our business. Given that a significant amount of our raw materials, components and products are sold and distributed globally, the actions by the U.S. government or foreign governments could impact both the availability and cost of our products. Most notably, new tariffs are and could be levied on raw materials and products shipped to the U.S., and raw materials and products that originate from the U.S. and are distributed globally. For example, in April 2025, the new administration in the U.S. increased tariff rates, subject to evolving exemptions, on numerous products from a range of nations and has announced its intentions to potentially increase or decrease current tariffs, impose additional tariffs, and/or expand or reduce tariffs on raw materials and goods imported from various countries. While subject to future changes, in April 2025, imported steel from all countries globally were assigned a new tariff rate on top of any country or product specific rates and the U.S. imposed a universal baseline tariff rate on all imports globally, although steel products subject to these tariffs are currently exempted from the additional baseline tariff rate. China, Canada, Mexico and other countries have been assigned special additional rates, which are also subject to ongoing changes. As noted above, we export certain raw materials and products to other countries that have and may take future actions in response to these tariffs. For example, in March 2025, Canada imposed an additional surtax on certain U.S. goods. We also face uncertainty in the interpretation of new tariffs and their applicability, including with respect to customs valuation, product classification and country-of-origin determinations. Although we and our suppliers seek to comply with applicable customs laws and regulations, the application of rules regarding new tariffs can be subject to varying interpretations or future re-interpretations. It is possible that U.S. or other relevant authorities could, upon review or audit, disagree with the valuation, rules of origin or classification methods applied to certain products. Any such disagreement could result in the retroactive assessment of additional duties with interest, the imposition of penalties, or other enforcement actions without the ability to mitigate such penalties, thereby adversely affecting our operations or financial results. Furthermore, certain of our competitors may be better positioned than us to withstand or react to border taxes, tariffs or other restrictions on global trade and as a result, we may lose market share to such competitors. Finally, certain governmental and private purchasers have threatened to or may restrict the purchase of products from the U.S. in favor of “buying local,” which may impact the company’s products. We cannot control the duration or depth of any of the above such actions which may increase our product costs, reduce our margins, potentially decrease the competitiveness of our products, or result in loss of certain contracts. These actions could have a negative effect on our business, results of operations, or financial condition. Dollar amounts are in millions except per share amounts or as otherwise specified. 32 Table of Contents Item 6. Exhibits. Exhibit Number Exhibit Description 31.1* Certification of Chief Executive Officer, pursuant to SEC Rule 13a–14(a) 31.2* Certification of Chief Financial Officer, pursuant to SEC Rule 13a–14(a) 32.1** Certification of Chief Executive Officer, pursuant to Rule 13a–14(b) and Section 1350 of Chapter 63 of Title 18 of the U.S. Code 32.2** Certification of Chief Financial Officer, pursuant to Rule 13a–14(b) and Section 1350 of Chapter 63 of Title 18 of the U.S. Code 101* The following materials from this report, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial Statements. 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed herewith ** Furnished herewith Dollar amounts are in millions except per share amounts or as otherwise specified. 33 Table of Contents SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. EMBECTA CORP. Date: May 9, 2025 By: /s/ Devdatt Kurdikar Name: Devdatt Kurdikar Title: President and Chief Executive Officer (Principal Executive Officer) Date: May 9, 2025 By: /s/ Jacob Elguicze Name: Jacob Elguicze Title: Senior Vice President, Chief Financial Officer (Principal Financial Officer) Date: May 9, 2025 By: /s/ Anthony Roth Name: Anthony Roth Title: Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer) 34