What changed in this filing

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Item 1. Financial Statements

2026-02-05 compared with 2025-08-08 · 166 added, 209 removed, 389 unchanged (49% of the section changed)

3 unchanged sentences

Three Months Ended

June 30, Nine Months Ended

2025 2024 2025 2024

Revenues $ 261.2 $ 261.9

4 unchanged sentences

Research and development expense 4.6 20.3

Other operating expenses 14.3 28.1 54.9 93.5

Other operating (income) expense, net ( 3.8 ) 27.0

Total Operating Expenses $ 78.4 $ 128.4

2 unchanged sentences

Other income (expense), net ( 0.3 ) ( 1.5 )

Income Before Income Taxes $ 72.2 $ 27.0 $ 107.3 $ 51.2

Income (Loss) Before Income Taxes $ 58.9 $ ( 0.7 )

Income tax provision (benefit) 14.8 ( 0.7 )

8 unchanged sentences

Three Months Ended

June 30, Nine Months Ended

2025 2024 2025 2024

Net Income $ 44.1 $ —

Other Comprehensive Income (Loss), net of tax

Benefit plan net gain and prior service credit, net of amortization 0.3 —

Foreign currency translation adjustments 0.9 ( 26.9 )

Other Comprehensive Income (Loss), net of tax $ 25.0 $ ( 6.4 ) $ 9.5 $ 2.8

Comprehensive Income $ 70.5 $ 8.3 $ 78.5 $ 66.5

Total Other Comprehensive Income (Loss), net of tax $ 1.2 $ ( 26.9 )

Comprehensive Income (Loss) $ 45.3 $ ( 26.9 )

See notes to the Unaudited Condensed Consolidated Financial Statements.

2 unchanged sentences

Embecta Corp.

June 30, 2025 September 30, 2024

December 31, 2025 September 30, 2025

Current Assets

2 unchanged sentences

Restricted cash 3.1 3.1

Trade receivables, net (net of allowance for doubtful accounts of $ 2.0 million and $ 2.8 million as of June 30, 2025 and September 30, 2024, respectively)

Trade receivables, net (net of allowance for doubtful accounts of $ 2.0 million and $ 1.8 million as of December 31, 2025 and September 30, 2025, respectively)

Materials 52.4 50.0

26 unchanged sentences

Authorized - 250,000,000

Issued and outstanding - 58,473,127 as of June 30, 2025 and 57,707,285 as of September 30, 2024

Issued and outstanding - 59,211,992 as of December 31, 2025 and 58,496,113 as of September 30, 2025

Additional paid-in capital 81.8 80.0

8 unchanged sentences

Shares Par Value Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive (Loss) Income Total

Balance at April 1, 2024 57,661,433 $ 0.6 $ 39.7 $ ( 510.0 ) $ ( 299.9 ) $ ( 769.6 )

Net Income — — — 14.7 — 14.7

Other comprehensive (loss), net of taxes — — — — ( 6.4 ) ( 6.4 )

Stock-based compensation plans — — 6.3 — — 6.5

Dividends and dividend equivalents declared ($ 0.15 per share)

— — 0.3 ( 8.9 ) — ( 8.6 )

Issuance of shares related to stock-based compensation plans 15,034 — ( 0.1 ) — — ( 0.1 )

Balance at June 30, 2024 57,676,467 $ 0.6 $ 46.2 $ ( 504.2 ) $ ( 306.3 ) $ ( 763.7 )

Balance at April 1, 2025 58,327,015 $ 0.6 $ 65.0 $ ( 493.5 ) $ ( 308.3 ) $ ( 736.2 )

Net Income — — — 45.5 — 45.5

Other comprehensive income, net of taxes — — — — 25.0 25.0

Stock-based compensation plans — — 5.9 — — 5.9

Dividends and dividend equivalents declared ($ 0.15 per share)

— — 0.4 ( 9.1 ) — ( 8.7 )

Issuance of shares related to stock-based compensation plans 146,112 — ( 1.1 ) — — ( 1.1 )

Balance at June 30, 2025 58,473,127 $ 0.6 $ 70.2 $ ( 457.1 ) $ ( 283.3 ) $ ( 669.6 )

See notes to the Unaudited Condensed Consolidated Financial Statements.

Dollar amounts are in millions except per share amounts or as otherwise specified.

Shares Par Value Additional Paid-In Capital Accumulated Deficit Accumulated Other Comprehensive (Loss) Income Total

Balance at October 1, 2024 57,707,285 $ 0.6 $ 52.5 $ ( 498.6 ) $ ( 292.8 ) $ ( 738.3 )

Net Income — — — — — —

Other comprehensive income, net of taxes — — — — 2.8 2.8

Other comprehensive (loss), net of taxes — — — — ( 26.9 ) ( 26.9 )

Stock-based compensation plans — — 8.9 — — 8.9

2 unchanged sentences

Issuance of shares related to stock-based compensation plans 424,474 — ( 3.7 ) — — ( 3.7 )

Balance at June 30, 2024 57,676,467 $ 0.6 $ 46.2 $ ( 504.2 ) $ ( 306.3 ) $ ( 763.7 )

Balance at December 31, 2024 58,131,759 $ 0.6 $ 58.2 $ ( 507.9 ) $ ( 319.7 ) $ ( 768.8 )

Balance at October 1, 2025 58,496,113 $ 0.6 $ 80.0 $ ( 445.6 ) $ ( 285.6 ) $ ( 650.6 )

5 unchanged sentences

Issuance of shares related to stock-based compensation plans 715,879 — ( 4.8 ) — — ( 4.8 )

Balance at June 30, 2025 58,473,127 $ 0.6 $ 70.2 $ ( 457.1 ) $ ( 283.3 ) $ ( 669.6 )

Balance at December 31, 2025 59,211,992 $ 0.6 $ 81.8 $ ( 411.1 ) $ ( 284.4 ) $ ( 613.1 )

See notes to the Unaudited Condensed Consolidated Financial Statements.

2 unchanged sentences

Embecta Corp.

Nine Months Ended

Three Months Ended

Operating Activities

4 unchanged sentences

Impairment of property, plant and equipment — 10.4

Gain on sale of certain intellectual property rights and long-lived assets ( 10.1 ) —

Amortization of cloud computing arrangements

9 unchanged sentences

Other assets and liabilities, net ( 1.8 ) ( 0.5 )

Net cash provided by operating activities $ 107.7 $ 9.1

Net cash provided by (used for) operating activities $ 17.2 $ ( 5.3 )

Investing Activities

Capital expenditures $ ( 0.6 ) $ ( 1.5 )

Net cash used for investing activities $ ( 2.0 ) $ ( 15.8 )

Proceeds from the sale of certain intellectual property rights and long-lived assets 10.1 —

Net cash provided by (used for) investing activities $ 9.5 $ ( 1.5 )

Financing Activities

5 unchanged sentences

Effect of exchange rate changes on cash and equivalents and restricted cash

( 1.2 ) ( 1.2 )

Net Change in Cash and equivalents and restricted cash

19 unchanged sentences

All intercompany transactions and accounts within Embecta have been eliminated.

These interim statements should be read in conjunction with the audited financial statements and notes thereto included in Embecta's Annual Report on Form 10-K for the year ended September 30, 2024, filed with the Securities and Exchange Commission on December 11, 2024 (the “2024 Form 10-K”).

These interim statements should be read in conjunction with the audited financial statements and notes thereto included in Embecta's Annual Report on Form 10-K for the year ended September 30, 2025, filed with the Securities and Exchange Commission on November 25, 2025 (the “2025 Form 10-K”).

Use of Estimates

2 unchanged sentences

Actual results could differ from these estimates.

The following provides updates to the Company's "Summary of Significant Accounting Policies" as disclosed in the 2024 Form 10-K.

Sales and Transfers of Financial Instruments

The Company may discount and sell accounts receivables during the normal course of business.

These receivables which are sold to a third party without recourse, are excluded from the amounts reported in the Condensed Consolidated Balance Sheets.

The Company’s continuing involvement is limited to servicing the receivables.

The cash proceeds received from such sales are included in operating cash flows.

The expenses associated with the sale of receivables are recorded within Other operating expenses in the Condensed Consolidated Statements of Income.

Additional disclosures regarding the Company's accounting for the sales of financial instruments are provided in Note 15.

Restructuring Costs

The Company records liabilities for costs associated with exit or disposal activities in the period in which the liability is incurred.

In accordance with existing benefit arrangements, future employee termination costs to be incurred in conjunction with involuntary separations are accrued when such separations are probable and estimable.

When accruing these costs, the Company will recognize the amount that is the best estimate.

Costs for one-time termination benefits are recognized at the date the employee is notified, unless the employee is required to render services beyond a minimum retention period, in which case the benefits are expensed ratably over the service period.

Liabilities for other costs associated with a restructuring activity are measured at fair value and are recognized when the liability is incurred.

Other costs primarily consist of contract termination fees and other costs related to restructuring activities and are expensed when incurred.

In connection with exit and disposal activities, the Company also assesses the recoverability of long-lived assets employed in the business.

Additional disclosures regarding the Company’s accounting for restructuring costs are provided in Note 4.

Recently Adopted Accounting Standards

There were no new material accounting standards adopted in the third quarter of fiscal year 2025.

There were no new material accounting standards adopted in the first quarter of fiscal year 2026.

Recently Issued Accounting Standards Not Yet Adopted

In November 2023, the Financial Accounting Standard Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which modifies the disclosure and presentation requirements of reportable segments.

This update is effective for the Company beginning with

Dollar amounts are in millions except per share amounts or as otherwise specified.

its fiscal year 2025 reporting and for interim reporting beginning with its fiscal year 2026.

While this accounting standard will increase disclosures, it will not have a material impact on the Company’s Consolidated Financial Statement results.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, to enhance the transparency and decision usefulness of income tax disclosures.

This update is effective for the Company beginning with its fiscal year 2026 reporting.

While this accounting standard will increase disclosures, it will not have a material impact on the Company’s Consolidated Financial Statement results.

This update is effective for the Company beginning with its annual fiscal year 2026 reporting.

While this accounting standard will increase disclosures, it will not have a material impact on the Company’s Consolidated Financial Statements.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40), to improve disclosures about an entity's expenses including more detailed information about the components of expenses in commonly presented expense captions.

This update is effective for the Company beginning with its fiscal year 2028 reporting and for interim reporting beginning with its fiscal year 2029.

While this accounting standard will increase disclosures, it is not expected to have a material impact on the Company’s Consolidated Financial Statement results.

Note 3 — Third Party Arrangements and Related Party Disclosures

While this accounting standard will increase disclosures, it is not expected to have a material impact on the Company’s Consolidated Financial Statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal Use Software.

This ASU eliminates accounting consideration of software project development stages and clarifies the threshold applied to begin capitalizing costs.

This ASU is effective for the Company beginning with its fiscal 2029 reporting and permits prospective, modified prospective, or retrospective adoption.

Early adoption is permitted.

The Company is evaluating the impact of this ASU on its Consolidated Financial Statements and related disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements.

This ASU clarifies and improves existing interim reporting guidance by consolidating disclosure requirements within Topic 270 and introducing a disclosure principle requiring entities to disclose events and changes occurring after the most recent annual reporting period that are expected to have a material effect on the entity’s financial condition or results of operations.

The ASU does not introduce significant changes to recognition or measurement guidance.

This ASU is effective for the Company beginning with its fiscal 2029 reporting and permits both prospective and retrospective adoption.

The Company is currently evaluating the effect of adopting this pronouncement on its Consolidated Financial Statements and related disclosures.

Dollar amounts are in millions except per share amounts or as otherwise specified.

Note 3 — Third Party Arrangements

On April 1, 2022, Embecta and Becton, Dickinson and Company ("BD") entered into a Separation and Distribution Agreement (the "Separation and Distribution Agreement").

4 unchanged sentences

For details on the rights and responsibilities of the parties under these agreements refer to Note 3 to the Consolidated Financial Statements in the 2025 Form 10-K.

The amounts due from BD under the above agreements were $ 10.1 million and $ 9.2 million at June 30, 2025 and are included in Amounts due from Becton, Dickinson and Company and Trade receivables, net , respectively.

The amounts due to BD under these agreements were $ 19.5 million and $ 3.5 million at June 30, 2025 and are included in Amounts due to Becton, Dickinson and Company and Accounts payable , respectively.

As of June 30, 2025, the closing of the transfers of certain assets and liabilities related to the Diabetes Care Business in certain jurisdictions which did not occur at Separation, is complete.

Amounts associated with the above agreements are included in the Condensed Consolidated Balance Sheets.

Certain amounts previously presented within Amounts due from Becton, Dickinson and Company and Amounts due to Becton, Dickinson and Company are presented within Trade receivables, net and Accounts Payable, respectively, beginning October 1, 2025.

As of December 31, 2025, $ 13.9 million was in Trade receivables, net and $ 16.3 million was in Accounts payable.

Dollar amounts are in millions except per share amounts or as otherwise specified.

1 unchanged sentence

On November 22, 2024, the Company’s Board of Directors approved a plan to discontinue internal and external investment in the research and development of the Company's patch pump program.

As a result, the Company incurred organizational restructuring plan (the "Patch Pump Restructuring Plan") costs of $ 34.3 million during the nine months ended June 30, 2025.

This Patch Pump Restructuring Plan is substantially complete as of June 30, 2025.

The Company plans to refocus its investment on its core business while looking to optimize free cash flow and strengthen its balance sheet by paying down debt.

As a result, the Company incurred organizational restructuring plan (the "Patch Pump Restructuring Plan") costs of $ 27.4 million during the three months ended December 31, 2024.

The actions under the Patch Pump Restructuring Plan were substantially complete as of September 30, 2025.

During the second quarter of fiscal year 2025, the Company initiated a restructuring plan (the "2025 Restructuring Plan") to streamline the organization and optimize resources.

As a result, the Company incurred organizational restructuring plan costs of $ 3.5 million during the nine months ended June 30, 2025.

The 2025 Restructuring Plan is substantially complete as of June 30, 2025.

The following table summarizes the charges related to the restructuring programs by type of cost for the periods ended:

Three months ended June 30, 2025 Nine months ended June 30, 2025

Employee Termination Non-Employee Related Total Employee Termination Non-Employee Related Total

The actions under the 2025 Restructuring Plan were substantially complete as of September 30, 2025.

There were no charges incurred related to the restructuring programs for the three month period ended December 31, 2025.

The following table summarizes the charges related to the restructuring programs by type of cost for the three month period ended December 31, 2024:

Employee Termination Non-Employee Related Total

Cost of products sold $ 0.2 $ 6.1 $ 6.3

1 unchanged sentence

Research and development expense 2.2 4.3 6.5

Other operating expenses ( 0.2 ) 0.3 0.1 14.0 5.0 19.0

Other operating (income) expense, net 8.9 5.4 14.3

$ 11.6 $ 15.8 $ 27.4

Employee termination costs are associated with actual headcount reductions, including involuntary headcount reductions which were probable and could be reasonably estimated.

Non-employee related costs are associated with termination of contracts and long-lived asset impairments are discussed further in Note 16 and Note 17.

The following table summarizes the charges and spending relating to restructuring program activities for the nine months ended June 30, 2025:

Employee Termination Non-Employee Related Total

Balance at September 30, 2024 $ — $ — $ —

Charged to expense 21.8 16.0 37.8

Cash payments ( 17.5 ) ( 4.0 ) ( 21.5 )

Non-cash adjustments ( 3.1 ) ( 10.6 ) ( 13.7 )

Balance at June 30, 2025 (a)

$ 1.2 $ 1.4 $ 2.6

(a) As of June 30, 2025, $ 1.2 million is recorded in Salaries, wages and related items and $ 1.4 million is recorded in Accrued expenses.

Non-employee related costs are associated with termination of contracts and long-lived asset impairments are discussed further in Note 16.

The restructuring reserve balances as of December 31, 2025 and September 30, 2025 were not material to the Company’s Condensed Consolidated Financial Statements.

Dollar amounts are in millions except per share amounts or as otherwise specified.

Note 5 — Other Operating Expenses

Other operating expenses are as follows:

Three months ended June 30, Nine months ended June 30,

2025 2024 2025 2024

Note 5 — Other Operating (Income) Expense, Net

The following table presents the income and expenses recorded for the three months ended December 31, 2025 and 2024:

Costs related to the Separation $ 3.1 $ 10.4

Amortization of cloud computing arrangements

2.6 2.2 7.8 3.8

Costs associated with the discontinued patch pump program — 14.3

Business optimization and severance related costs 1.0 2.8 4.6 5.7

Gain on sale of certain intellectual property rights and long-lived assets ( 10.1 ) —

Other 0.6 ( 0.2 )

2 unchanged sentences

The costs incurred primarily consist of costs associated with accounting, auditing, legal services, marketing, supply chain, employee retention, brand transition, and certain other costs to establish certain systems and services, including but not limited to, information technology, procurement, quality and regulatory affairs, medical affairs, tax and treasury services, distribution logistics, and shared services infrastructure support for order-to-cash, source-to-pay, and record-to-report, which, for clarity, includes enterprise resource plan ("ERP") system (“Business Continuity Processes”) and stand-alone functions to assist with the transition to being a stand-alone entity.

For both the three and nine months ended June 30, 2025 and 2024, the Company recognized costs associated with the amortization of cloud computing arrangements which is further discussed in Note 11.

For the three and nine months ended June 30, 2025, the Company recognized costs associated with the discontinuation of the patch pump program which is further discussed in Note 4.

For both the three and nine months ended June 30, 2025 and 2024, the Company incurred restructuring, business optimization, and severance related costs associated with standing up and optimizing the organization.

For both the three months ended December 31, 2025 and 2024, the Company recognized costs associated with the amortization of cloud computing arrangements which is further discussed in Note 11.

For the three months ended December 31, 2024, the Company recognized costs associated with the discontinuation of the patch pump program which is further discussed in Note 4.

During the three months ended December 31, 2025, the Company executed an agreement with a third party to sell certain intellectual property rights and long-lived assets associated with the patch pump program and recorded a gain on sale of $ 10.1 million.

Note 6 — Contingencies

The Company was not a party to any material legal proceedings at June 30, 2025 or September 30, 2024, nor is it a party to any material legal proceedings as of the date of issuance of these Condensed Consolidated Financial Statements.

The Company was not a party to any material legal proceedings at December 31, 2025 or September 30, 2025, nor is it a party to any material legal proceedings as of the date of issuance of these Condensed Consolidated Financial Statements.

Note 7 — Revenues

3 unchanged sentences

Measurement of Revenues

Payment terms extended to the Company’s customers are based upon commercially reasonable terms for the markets in which the Company’s products are sold.

Because the Company generally expects to receive payment within one year or less from when control of a product is transferred to the customer, the Company does not generally adjust its revenues for the effects of a financing component.

Payment terms extended to the Company’s customers are based upon commercially reasonable terms for the markets in which the Company’s products are sold and the Company generally expects to receive payment within one year or less from when control of a product is transferred to the customer.

The Company’s allowance for doubtful accounts reflects the current estimate of credit losses expected to be incurred over the life of its trade receivables.

6 unchanged sentences

Rebates provided by the Company are based upon prices determined under the Company’s agreements primarily with its end-user customers.

Additional factors considered in the estimate of the Company’s rebate liability include the quantification of inventory that is either in stock at

Additional factors considered in the estimate of the Company’s variable consideration include the quantification of inventory that is either in stock at or in transit to the Company’s distributors, as well as the estimated lag time between the sale of product and the payment of corresponding variable consideration.

Dollar amounts are in millions except per share amounts or as otherwise specified.

or in transit to the Company’s distributors, as well as the estimated lag time between the sale of product and the payment of corresponding rebates.

The Company’s liability attributed to variable consideration at June 30, 2025 and September 30, 2024 was $ 143.9 million and $ 149.6 million, respectively.

Sales deductions recorded as a reduction of gross revenues for the three months ended June 30, 2025 and 2024 were $ 143.0 million and $ 124.5 million, respectively.

Sales deductions recorded as a reduction of gross revenues for the nine months ended June 30, 2025 and 2024 were $ 436.3 million and $ 389.7 million, respectively.

The Company’s liability attributed to variable consideration at December 31, 2025 and September 30, 2025 was $ 130.5 million and $ 113.7 million, respectively.

Sales deductions recorded as a reduction of gross revenues for the three months ended December 31, 2025 and 2024 were $ 159.9 million and $ 150.1 million, respectively.

Disaggregation of Revenues

1 unchanged sentence

Note 8 — Segment and Geographical Data

Operating segments are identified as components of an enterprise in which discrete financial information is available for evaluation by the chief operating decision-maker (“CODM”) in making decisions regarding assessing business performance and allocating resources and capital.

Management has concluded that the Company operates in one segment based upon the information used by the CODM in evaluating the performance of the Company’s business and allocating resources and capital.

The Company's operations include four product lines which constitute one operating segment engaged in providing solutions to improve the health and well-being of people living with diabetes.

The Company's chief operation decision maker ("CODM") is the Chief Executive Officer.

The CODM assesses performance and decides how to allocate resources for the Company's one operating segment based on consolidated net income that is reported on the Condensed Consolidated Statements of Income.

The Company has also evaluated the significant segment expenses incurred by our single segment that are regularly provided to the CODM.

The significant expenses provided to the CODM are consistent with those reported on the Condensed Consolidated Statements of Income and include cost of products sold, selling and administrative expense, research and development, other operating income and expense, interest expense, other income and expense, and income taxes.

The CODM uses these metrics to make key operating decisions which include approving the design of key commercialization strategies, decisions about key personnel, and approving annual operating and capital budgets.

The CODM considers budget-to-actual variances and year over year performance when making decisions supporting resource allocation.

The Company manages assets on a consolidated basis as reported on the Condensed Consolidated Balance Sheets.

Disaggregation of Revenues

6 unchanged sentences

Revenues by geographic region are as follows:

Three months ended June 30, Nine months ended June 30,

2025 2024 2025 2024

Three months ended December 31,

United States $ 130.9 $ 141.7

International (1)

135.3 128.9 379.3 397.2

Total $ 261.2 $ 261.9

(1) For the three and nine months ended June 30, 2025 and 2024, no individual country outside of the United States generated net revenues that represented more than 10.0% of total revenues.

(1) For the three months ended December 31, 2025 and 2024, no individual country outside of the United States generated net revenues that represented more than 10.0% of total revenues.

Dollar amounts are in millions except per share amounts or as otherwise specified.

Revenues by product line are as follows:

Three months ended June 30, Nine months ended June 30,

2025 2024 2025 2024

Three months ended December 31,

Pen Needles $ 185.5 $ 191.1

1 unchanged sentence

Safety 37.3 34.2

3.2 3.5 9.9 10.6

Contract Manufacturing 4.1 4.8

1 unchanged sentence

(2) Other includes product sales for swabs and other accessories.

Dollar amounts are in millions except per share amounts or as otherwise specified.

Note 9 — Stock-Based Compensation

Stock-Based Compensation Expense

Total stock-based compensation expense for the three and nine months ended June 30, 2025 and 2024 and the respective income tax benefits recognized by the Company in the Condensed Consolidated Statements of Income are as follows:

Three months ended June 30, Nine months ended June 30,

2025 2024 2025 2024

Total stock-based compensation expense for the three months ended December 31, 2025 and 2024 and the respective income tax benefits recognized by the Company in the Condensed Consolidated Statements of Income are as follows:

Three months ended December 31,

Cost of products sold $ 0.8 $ 0.6

1 unchanged sentence

Research and development expense 0.1 0.1

Other operating expense — — 2.8 —

Other operating (income) expense, net — 0.9

Total Stock-Based Compensation Expense $ 5.9 $ 9.0

Tax benefit associated with stock-based compensation costs recognized $ 0.8 $ 1.0

The following table summarizes the Company's total stock-based compensation expense by classification of award for the three and nine months ended June 30, 2025 and 2024:

Three months ended June 30, Nine Months Ended June 30,

2025 2024 2025 2024

The following table summarizes the Company's total stock-based compensation expense by classification of award for the three months ended December 31, 2025 and 2024:

Three months ended December 31,

Equity Awards $ 5.9 $ 8.9

1 unchanged sentence

Total $ 5.9 $ 9.0

The following table summarizes the Company's total stock-based compensation expense by award type for the three and nine months ended June 30, 2025 and 2024:

Three months ended June 30, Nine Months Ended June 30,

2025 2024 2025 2024

Dollar amounts are in millions except per share amounts or as otherwise specified.

The following table summarizes the Company's total stock-based compensation expense by award type for the three months ended December 31, 2025 and 2024:

Three months ended December 31,

Time-Vested Restricted Stock Units (TVUs)

$ 5.1 $ 4.8 $ 16.9 $ 15.4

Performance-Based Restricted Stock Units (PSUs)

0.5 0.7 3.8 2.0

Stock Appreciation Rights (SARs)

0.3 1.0 1.5 3.0

Total $ 5.9 $ 9.0

Time Vested Restricted Stock Units ("TVUs")

During the nine months ended June 30, 2025 , Embecta granted 1,576,493 restricted stock units ("RSUs") in the form of TVUs to employees.

During the three months ended December 31, 2025 , Embecta granted 1,817,448 restricted stock units ("RSUs") in the form of TVUs to employees.

TVUs vest on a graded basis over a period of three years .

1 unchanged sentence

These awards accumulate dividend equivalents, which are provided as additional units and are subject to the same vesting requirements as the underlying grant.

Dollar amounts are in millions except per share amounts or as otherwise specified.

A summary of TVUs outstanding as of June 30, 2025 and changes during the nine months ended June 30, 2025 are as follows:

A summary of TVUs outstanding as of December 31, 2025 and changes during the three months ended December 31, 2025 are as follows:

TVUs (in thousands) Weighted Average Grant Date Fair Value

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Forfeited, canceled or expired ( 19.9 ) 18.04

Nonvested at June 30 2,083.1 $ 18.93

Expected to vest at June 30 1,974.9 $ 18.98

Nonvested at December 31 3,014.4 $ 14.82

Expected to vest at December 31 2,848.7 $ 14.83

*Includes accumulated nonvested dividend equivalents

**The TVUs distributed include shares withheld for taxes that are not formally issued to the market.

The weighted average grant date fair value of TVUs granted during the nine months ended June 30, 2025 is $ 18.53 and the total fair value of TVUs vested during the nine months ended June 30, 2025 is $ 25.1 million.

At June 30, 2025, the weighted average remaining vesting term of TVUs is 1.8 years.

The weighted average grant date fair value of TVUs granted during the three months ended December 31, 2025 is $ 12.57 and the total fair value of TVUs vested during the three months ended December 31, 2025 is $ 16.8 million.

At December 31, 2025, the weighted average remaining vesting term of TVUs is 2.3 years.

Performance Based Restricted Stock Units ("PSUs")

During the nine months ended June 30, 2025 , Embecta awarded 538,031 RSUs in the form of PSUs to certain executive officers and employees which cliff vest after three years , subject to continued employment of the recipients and the achievement of certain performance metric targets.

The Company has identified certain performance metrics associated with these awards and certain targets will be fully established at a future date.

During the three months ended December 31, 2025 , Embecta granted 1,265,061 RSUs in the form of PSUs to certain executive officers and employees which cliff vest after three years , subject to continued employment of the recipients and the achievement of certain performance metric targets.

For PSUs awarded in the prior fiscal year, certain performance metrics and targets will be fully established at a future date.

The Company has determined that the service inception date precedes the grant date for these awards as (a) the awards were authorized prior to establishing an accounting grant date, (b) the recipients began providing services prior to the grant date, and (c) there are performance conditions that, if not met by the accounting grant date, will result in the forfeiture of the awards.

As the service inception date precedes the accounting grant date, the Company recognizes stock-based compensation expense for each separately-vesting tranche over the requisite service period based on the fair value at each reporting date.

As the service inception date precedes the accounting grant date, the Company recognizes stock-based compensation expense over the requisite service period based on the fair value at each reporting date.

The requisite service period is equal to the vesting period or is based on retirement eligibility.

These awards accumulate dividend equivalents, which are provided as additional units and are subject to the same vesting requirements as the underlying grant.

As of June 30, 2025 , there were 945,269 RSUs in the form of PSUs that have been awarded, inclusive of accumulated dividend equivalents, for which a grant date has not yet been established.

A summary of PSUs outstanding as of June 30, 2025 and changes during the nine months ended June 30, 2025 are as follows:

As of December 31, 2025 , there were 488,756 RSUs in the form of PSUs that have been awarded, inclusive of accumulated dividend equivalents, for which a grant date has not yet been established.

Dollar amounts are in millions except per share amounts or as otherwise specified.

A summary of PSUs outstanding as of December 31, 2025 and changes during the three months ended December 31, 2025 are as follows:

Stock Units (in thousands) Weighted Average Grant Date Fair Value

2 unchanged sentences

( 279.0 ) 18.96

Forfeited, canceled or expired ( 6.2 ) 18.96

Nonvested at June 30 219.0 $ 21.52

Expected to vest at June 30 219.0 $ 21.52

Nonvested at December 31 1,258.9 $ 11.82

Expected to vest at December 31 1,189.6 $ 11.80

*Includes accumulated nonvested dividend equivalents

Dollar amounts are in millions except per share amounts or as otherwise specified.

At June 30, 2025, the weighted average remaining vesting term of PSUs is 0.4 years.

At December 31, 2025, the weighted average remaining vesting term of PSUs is 2.1 years.

Stock Appreciation Rights

A summary of stock appreciation rights ("SARs") outstanding as of June 30, 2025 and changes during the nine months ended June 30, 2025 are as follows:

A summary of stock appreciation rights ("SARs") outstanding as of December 31, 2025 and changes during the three months ended December 31, 2025 are as follows:

SARs (in thousands) Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value

Balance at October 1 1,443.3 $ 29.23

Exercised* ( 3.4 ) 13.30

Forfeited, canceled or expired ( 17.8 ) 16.97

Balance at June 30 1,507.0 $ 29.14 6.0 $ —

Vested and expected to vest at June 30 1,497.9 29.14 6.0 $ —

Exercisable at June 30 1,341.6 $ 29.16 5.9 $ —

Balance at December 31 1,425.5 $ 29.39 5.6 $ —

Vested and expected to vest at December 31 1,423.7 29.39 5.6 $ —

Exercisable at December 31 1,392.5 $ 29.34 5.6 $ —

*The amounts exercised include shares withheld for taxes that are not formally issued to the market.

3,400 SARs w ere exercised during the nine months ended June 30, 2025.

No SARs w ere exercised during the three months ended December 31, 2025.

Unrecognized Stock-Based Compensation Expense and Other Stock Plans

The amount of unrecognized compensation expense for all non-vested stock-based awards granted as of June 30, 2025, is approximately $ 30.9 million which is expected to be recognized over a weighted-average remaining life of approximately 1.9 years.

At June 30, 2025, 3.3 million shares were authorized for future grants under the Company's 2022 Employee and Director Equity Based Compensation Plan, as amended.

The amount of unrecognized compensation expense for all non-vested stock-based awards granted as of December 31, 2025, is approximately $ 47.5 million which is expected to be recognized over a weighted-average remaining life of approximately 2.3 years.

At December 31, 2025, 0.8 million shares were authorized for future grants under the Company's 2022 Employee and Director Equity Based Compensation Plan, as amended.

Dollar amounts are in millions except per share amounts or as otherwise specified.

Note 10 — Goodwill and Other Intangible Assets

Goodwill and Other Intangible Assets consisted of:

June 30, 2025 September 30, 2024

December 31, 2025 September 30, 2025

Amortized intangible assets

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Total Goodwill and Other Intangible Assets $ 22.1 $ 22.4

Dollar amounts are in millions except per share amounts or as otherwise specified.

Note 11 — Cloud Computing Arrangements

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Capitalized costs to implement cloud computing arrangements at cost and accumulated amortization were as follows:

June 30, 2025 September 30, 2024

December 31, 2025 September 30, 2025

Short-term portion

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$ 52.3 $ 54.9

Costs amortized during the three and nine months ended June 30, 2025 and 2024 are included in Other operating expenses and were as follows:

Three months ended June 30, Nine months ended June 30,

2025 2024 2025 2024

Costs amortized during the three months ended December 31, 2025 and 2024 are included in Other operating (income) expense, net and were as follows:

Three months ended December 31,

Amortization of cloud computing arrangements

$ 2.6 $ 2.2 $ 7.8 $ 3.8

As of June 30, 2025, cloud computing arrangement assets in-service have remaining useful lives which range from approximately one to seven years .

As of December 31, 2025, cloud computing arrangement assets in-service have remaining useful lives of up to seven years .

Note 12 — Long-Term Debt

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A commitment fee applies to the unused portion of the Revolving Credit Facility, equal to 0.25 % per annum.

As of June 30, 2025, no amount has been drawn on the Revolving Credit Facility.

As of December 31, 2025, no amount has been drawn on the Revolving Credit Facility.

Dollar amounts are in millions except per share amounts or as otherwise specified.

The Credit Agreement and the indentures for Embecta's outstanding 5.00 % senior secured notes due February 2030 (the " 5.00 % Notes") and 6.75 % senior secured notes due February 2030 (the " 6.75 % Notes") contain customary financial covenants, including a total net leverage ratio covenant, which measures the ratio of (i) consolidated total net debt to (ii) consolidated earnings before interest, taxes, depreciation and amortization, and subject to other adjustments, must meet certain defined limits which are tested on a quarterly basis in accordance with the terms of the Credit Agreement and the 5.00 % Notes and 6.75 % Notes.

In addition, the Credit Agreement contains covenants that will limit, among other things, Embecta’s ability to prepay, redeem or repurchase its subordinated and junior lien debt, incur additional debt, make acquisitions, merge with other entities, pay dividends or distributions, redeem or repurchase equity interests, and create or become subject to liens.

As of June 30, 2025, we were in compliance with all of such covenants.

As of December 31, 2025, we were in compliance with all of such covenants.

The credit agreement and the senior secured notes are secured by substantially all assets of Embecta and each subsidiary guarantor, subject to certain exceptions.

Dollar amounts are in millions except per share amounts or as otherwise specified.

The following is a summary of Embecta's total debt outstanding as of June 30, 2025:

The following is a summary of Embecta's total debt outstanding as of December 31, 2025:

Term Loan due March 2029 $ 679.3

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The debt issuance costs on the Term Loan, 5.00 % Notes, 6.75 % Notes and the discount on the Term Loan are reported in the Condensed Consolidated Balance Sheets as a reduction of debt and are amortized as a component of Interest expense, net over the term of the related debt using the effective interest method.

During the nine months ended June 30, 2025, the Company recorded approximately $ 6.5 million of amortization on deferred debt issuance costs and discounts.

During the nine months ended June 30, 2025 , the Company made interest payments of $ 68.5 million on debt outstanding.

The weighted-average interest rate on total borrowings as of June 30, 2025 is 6.5 %.

During the nine months ended June 30, 2025, the Company paid an aggregate principal amount of approximately $ 112.2 million on the Term Loan, of which $ 105.0 million was discretionary.

During the three months ended December 31, 2025, the Company recorded approximately $ 1.9 million of amortization on deferred debt issuance costs and discounts.

During the three months ended December 31, 2025 , the Company made interest payments of $ 13.2 million on debt outstanding.

The weighted-average interest rate on total borrowings as of December 31, 2025 is 6.1 %.

During the three months ended December 31, 2025, the Company paid an aggregate principal amount of approximately $ 37.5 million on the Term Loan, of which $ 35.1 million was discretionary.

Debt extinguishment charges as a result of these discretionary prepayments were not material to the Company's Condensed Consolidated Statements of Income.

The schedule of principal payments required on long-term debt for the next five fiscal years and thereafter is as follows:

Thereafter 700.0

The estimated fair value of long-term debt (including current portion) at June 30, 2025 was $ 1,430.8 million compared with a carrying value (which includes a reduction for unamortized debt issuance costs and discounts) of $ 1,468.3 million.

The estimated fair value of long-term debt (including current portion) at December 31, 2025 was $ 1,356.8 million compared with a carrying value (which includes a reduction for unamortized debt issuance costs and discounts) of $ 1,362.4 million.

Fair value was estimated using inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability and would be considered Level 2 in the fair value hierarchy.

Dollar amounts are in millions except per share amounts or as otherwise specified.

Note 13 — Earnings per Share

The calculation of earnings per basic and diluted common share for the three and nine months ended June 30, 2025 and 2024 was as follows:

The calculation of earnings per basic and diluted common share for the three months ended December 31, 2025 and 2024 was as follows:

Three Months Ended

June 30, Nine Months Ended

($ in millions and shares in thousands, except per share amounts) 2025 2024

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The computation of earnings per diluted share excludes the effect of the potential exercise of stock-based awards, when the effect of the potential exercise would be anti-dilutive.

Dollar amounts are in millions except per share amounts or as otherwise specified.

PSUs vest based upon achievement of performance targets and are excluded from the diluted shares outstanding unless the performance targets have been met as of the end of the applicable reporting period regardless of whether such performance targets are probable of achievement.

Note 14 — Income Taxes

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The effective tax rate can change from quarter to quarter because of variability in global pretax income or geographical mix of the Company's earnings, changes in tax laws and matters related to tax audits.

The effective tax rates were 37.0 % and 45.6 % for the three months ended June 30, 2025 and 2024, respectively.

The decrease in the Company's effective tax rate compared to the prior period is primarily due to favorable tax impacts resulting from overall higher earnings reflected in the current period.

This was partially offset by higher taxes on undistributed foreign earnings and reduced tax benefits from non-taxable income.

The effective tax rates were 35.7 % and ( 24.4 )% for the nine months ended June 30, 2025 and 2024, respectively.

The increase in the Company's effective tax rate compared to the prior period is primarily due to the absence of non-recurring tax benefits recognized in the prior period related to withholding taxes on undistributed foreign earnings, Swiss tax law changes and lower tax reserves.

This was partially offset by favorable tax impacts primarily resulting from overall higher earnings reflected in the current period.

On July 4, 2025, the One Big Beautiful Bill ("OBBB") Act, which includes a broad range of tax reform provisions, was signed into law in the United States and we continue to assess its impact.

We currently do not expect the OBBB Act to have a material impact on the Company's results of operations in fiscal year 2025.

The effective tax rates were 25.1 % and 100.0 % for the three months ended December 31, 2025 and 2024, respectively.

The decrease in the Company's effective tax rate compared to the prior period is primarily due to the level and mix of earnings, lower limitations on the deductibility of interest expense in the U.S.

and lower U.S.

tax on foreign earnings.

The Organization for Economic Cooperation and Development ("OECD") has developed major reform of the international tax system with respect to a global minimum 15% tax rate.

European Union member states agreed to adopt the OECD’s minimum tax rules, which went into effect for tax years beginning on January 1, 2024 or later.

Certain countries have enacted the law changes and other countries are considering changes to their tax laws.

The impact of the changes went into effect for the Company beginning in fiscal year 2025.

The global minimum tax rules did not have a material impact to our provision for income taxes for the period ended December 31, 2025.

On January 5, 2026, the OECD released the Pillar 2 Side-by-Side Package, which addresses how subsidiaries of U.S.

listed companies are taxed under Pillar 2, including the addition of some safe harbors.

As countries adopt these rules, the Company will continue to evaluate the future impact of these changes.

On July 4, 2025, the U.S.

One Big Beautiful Bill Act ("OBBBA") was enacted which includes permanent extensions of certain expiring provisions of the Tax Cuts and Jobs Act and makes significant modifications to the U.S.

international tax framework.

The legislation has multiple effective dates, with certain provisions effective beginning in fiscal year ended September 30, 2025 and others becoming effective through the fiscal year ended September 30, 2027.

OBBBA did not have a material impact to the Company's provision for income taxes for the period ended December 31, 2025.

Note 15 — Receivables Sale Agreement

During the third quarter of 2025, the Company entered into a trade receivables sale agreement with a third-party financial institution to sell certain trade receivables of the Company at a discount on an uncommitted basis.

The Company has established a trade receivables sale agreement with a third-party financial institution to sell certain trade receivables of the Company at a discount on an uncommitted basis.

These trade receivable sales are accounted for as a sale of assets, as the Company's continuing involvement is limited to servicing the accounts receivables.

The Company receives the sales price, equal to the trade receivable less the applicable discount, at the time of sale.

In connection with the Company's receivables sale agreement, $ 26.2 million of trade receivables were sold during the nine months ended June 30, 2025, resulting in derecognition of the receivables from the Company's Condensed Consolidated Balance Sheets.

Dollar amounts are in millions except per share amounts or as otherwise specified.

In connection with the Company's receivables sale agreement, $ 56.0 million of trade receivables were sold during the three months ended December 31, 2025, resulting in derecognition of the receivables from the Company's Condensed Consolidated Balance Sheets.

Discounts recognized on the sale of trade receivables were not material to the Company's Condensed Consolidated Statements of Income.

The cash received on the sale of trade receivables during the nine months ended June 30, 2025 is presented in changes in trade receivables, net within operating activities in the Condensed Consolidated Statement of Cash Flows.

The cash received on the sale of trade receivables during the three months ended December 31, 2025 is presented in changes in trade receivables, net within operating activities in the Condensed Consolidated Statement of Cash Flows.

Note 16 — Financial Instruments and Fair Value Measurements

The following reconciles Cash and equivalents and restricted cash reported within the Condensed Consolidated Balance Sheets as of June 30, 2025 and September 30, 2024, to the total amounts shown in the Condensed Consolidated Statements of Cash Flows:

June 30, 2025 September 30, 2024

The following reconciles Cash and equivalents and restricted cash reported within the Condensed Consolidated Balance Sheets as of December 31, 2025 and September 30, 2025, to the total amounts shown in the Condensed Consolidated Statements of Cash Flows:

December 31, 2025 September 30, 2025

Cash and equivalents

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$ 204.4 $ 228.6

Cash and equivalents as of June 30, 2025 includes cash held in money market funds and other cash equivalents.

Cash and equivalents as of December 31, 2025 includes cash held in money market funds and other cash equivalents.

All cash and equivalents are Level 1 in the fair value hierarchy.

Interest income on Cash and equivalents was $ 1.5 million and $ 3.1 million for the three months ended June 30, 2025 and 2024, respectively, and $ 4.6 million and $ 9.4 million for the nine months ended June 30, 2025 and 2024, respectively, and is included as a component of Interest expense, net .

Interest income on Cash and equivalents was $ 0.9 million and $ 1.8 million for the three months ended December 31, 2025 and 2024, respectively, and is included as a component of Interest expense, net .

Restricted cash consists of cash not readily available for use in the Company's operating activities.

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Transactional currency exposures that arise from entering into transactions, generally on an intercompany basis, in non-hyperinflationary countries that are denominated in currencies other than the functional currency are mitigated primarily through the use of forward contracts.

Dollar amounts are in millions except per share amounts or as otherwise specified.

The notional amounts of the Company’s foreign currency-related derivative instruments were as follows as of June 30, 2025 and September 30, 2024:

Hedge Designation June 30, 2025 September 30, 2024

The notional amounts of the Company’s foreign currency-related derivative instruments were as follows as of December 31, 2025 and September 30, 2025:

Hedge Designation December 31, 2025 September 30, 2025

Foreign exchange contracts (a)

Undesignated $ 9.7 $ 9.7

(a) Represent hedges of transactional foreign exchange exposures resulting primarily from intercompany payables and receivables.

(a) Represent hedges of transactional foreign exchange exposures resulting primarily from intercompany payables and third-party transactions.

Gains and losses on these instruments are recognized immediately in Other income (expense), net.

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These measurements of fair value are generally based upon Level 3 inputs, including values estimated using the income approach.

In the first nine months of fiscal year 2025, the Company recorded non-cash asset impairment charges of $ 10.6 million to write down the carrying value of certain property and equipment as a result of the Company's plan to discontinue the patch pump program.

In the first three months of fiscal year 2025, the Company recorded non-cash asset impairment charges of $ 10.4 million to write down the carrying value of certain property and equipment as a result of the Company's plan to discontinue the patch pump program.

$ 6.1 million was recorded to Cost of products sold and $ 4.3 million was recorded to Research and development expense .

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Concentration of Credit Risk

Three of the Company’s customers represented at least 10.0% of total gross revenues individually and, in the aggregate, represented approximately 40.7 % for the three months ended June 30, 2025, and three of the Company's customers represented at least 10.0% of total gross revenues individually and, in the aggregate, represented approximately 41.2 % of total revenues for the nine months ended June 30, 2025.

Two of the Company's customers represented at least 10.0% of total gross trade receivables individually and, in the aggregate, represented approximately 29.1 % as of June 30, 2025.

Three of the Company’s customers represented at least 10.0% of total gross revenues individually and, in the aggregate, represented approximately 38.1 % for the three months ended December 31, 2025.

Dollar amounts are in millions except per share amounts or as otherwise specified.

None of the Company's customers represented at least 10.0% of total gross trade receivables as of December 31, 2025.

Substantially all of the Company’s trade receivables are due from public and private entities involved in the healthcare industry.

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Property, Plant and Equipment, Net consisted of:

June 30, 2025 September 30, 2024

December 31, 2025 September 30, 2025

Land $ 3.1 $ 3.1

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Total Property, Plant and Equipment, Net $ 248.9 $ 257.2

During the nine months ended June 30, 2025, the Company recorded non-cash asset impairment charges of $ 10.6 million to write down the carrying value of certain property and equipment as a result of the Company's plan to discontinue the patch pump program.

$ 6.3 million was recorded to Cost of products sold and $ 4.3 million was recorded to Research and development expense .

Dollar amounts are in millions except per share amounts or as otherwise specified.

Note 18 — Leases

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The Company's leases are included in its Condensed Consolidated Balance Sheets as follows:

June 30, 2025 September 30, 2024

December 31, 2025 September 30, 2025

Finance Leases

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Weighted-average discount rate 6.7 % 6.6 %

Supplemental cash flow information related to leases for the nine months ended June 30, 2025 and 2024 were as follows:

June 30, 2025 June 30, 2024

Right of use assets obtained in exchange for lease liabilities

Operating Leases $ 2.2 $ 1.5

June 30, 2025 June 30, 2024

Dollar amounts are in millions except per share amounts or as otherwise specified.

Lease costs incurred are as follows:

Three months ended December 31,

(in millions) Classification 2025 2024

Operating lease expense Selling and administrative and Research and Development expense $ 1.7 $ 2.0

Finance lease cost:

Depreciation of lease assets Cost of products sold 0.6 0.6

Interest on lease liabilities Interest expense, net 0.5 0.6

Total lease cost $ 2.8 $ 3.2

Supplemental cash flow information related to leases for the three months ended December 31, 2025 and 2024 were as follows:

For both the three months ended December 31, 2025 and 2024, right of use assets obtained in exchange for lease liabilities were not material.

December 31, 2025 December 31, 2024

Cash used for amounts included in the measurement of lease liabilities

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Operating cash flows from Finance Lease

Dollar amounts are in millions except per share amounts or as otherwise specified.

Maturities of the Company's finance and operating lease liabilities as of June 30, 2025 by fiscal year are as follows:

Maturities of the Company's finance and operating lease liabilities as of December 31, 2025 by fiscal year are as follows:

Finance Leases Operating Leases Total

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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-Q

Item 1. Financial Statements