What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-02-05 compared with 2025-08-08 · 65 added, 103 removed, 197 unchanged (46% of the section changed)

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We are a leading global medical device company focused on providing solutions to improve the health and well-being of people living with diabetes.

In the 100-year history of our business, we believe that our products have become some of the most widely recognized and respected brands in diabetes management in the world.

In the over 100-year history of our business, we believe that our products have become some of the most widely recognized and respected brands in diabetes management in the world.

We estimate that our products are used by approximately 30 million people in over 100 countries for insulin administration and to aid with the daily management of diabetes.

Our business traces its origins to 1924, when BD developed the first dedicated insulin syringe.

Since then, we have built a world-class organization with an unique manufacturing, supply chain and commercial footprint.

Since then, we have built a world-class organization with a unique manufacturing, supply chain and commercial footprint.

We have a broad portfolio of marketed products, including a variety of pen needles, syringes and safety injection devices.

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Global Trade.

The current global economic environment has been recently influenced by rapidly changing new tariff policies instituted by the United States ("U.S.") government and foreign governments.

The current global economic environment has been recently influenced by rapidly changing new tariff policies instituted by the United States government and foreign governments.

As a global company that both imports raw materials and products into the U.S.

and distributes products and raw materials originating from the U.S.

and distributes raw materials and products originating from the U.S.

to global manufacturing sites and markets, these new tariffs may have a financial impact on our cost of goods, our profit margins, our business generally and our global distribution strategy.

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Changes in Clinical Practice.

Introduction of new drugs and increased penetration of oral and once-weekly anti-diabetic drugs (e.g., SGLT-2s), GLP-1s and GLP-1 combination products have delayed initiation of insulin therapy and contributed to less demand for our products.

Introduction of new drugs and increased penetration of oral and once-weekly anti-diabetic drugs (e.g., SGLT-2s, once-weekly insulin, GLP-1s and GLP-1 combination products) have delayed initiation of insulin therapy and contributed to less demand for our products.

New drug therapies, including weekly insulin, are targeted to challenge the current diabetes treatment paradigm, including the frequency insulin is dosed (weekly vs.

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We will continue to monitor the evolving tariff environment and we will focus on optimizing operations and leveraging existing strategies to reduce the impact from tariffs.

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 our 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.

Restructuring actions associated with the Patch Pump Restructuring Plan to discontinue the patch pump program are substantially complete as of June 30, 2025.

In addition, we discontinued our commercial operation plans for the insulin delivery system, including the previous intended limited launch.

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.

During the second quarter of fiscal 2025, the Company initiated restructuring actions in connection with 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.

We continue to monitor the conflict in Ukraine and the associated sanctions and other restrictions.

We also are monitoring the conflicts in the Middle East and Houthi attacks on commercial shipping vessels and other naval vessels.

As of August 8, 2025, there is no material impact to our business operations and financial performance as a result of the aforementioned conflicts.

As of February 5, 2026 , there is no material impact to our business operations and financial performance as a result of the aforementioned conflicts.

However, the full impact of the conflicts on our business operations and financial performance remains uncertain and will depend on future developments, including the severity and duration of the conflicts and their impact on regional and global economic conditions.

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The nature and extent of the impact of these factors among others varies by region and remains uncertain and unpredictable and may affect our business.

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.

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

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Our unaudited Condensed Consolidated Statements of Income are as follows:

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

Three months ended December 31,

Revenues $ 261.2 $ 261.9 (0.3) %

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Research and development expense 4.6 20.3 (77.3)

Other operating expenses 14.3 28.1 (49.1) 54.9 93.5 (41.6)

Other operating (income) expense, net (3.8) 27.0 (114.1)

Total Operating Expenses 78.4 128.4 (38.9)

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Other income (expense), net (0.3) (1.5) (80.0)

Income Before Income Taxes 72.2 27.0 167.4 107.3 51.2 109.6

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

Income tax provision (benefit) 14.8 (0.7) *

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Diluted $ 0.74 $ — *

Three Months Ended June 30, 2025 Summary (on a comparative basis)

Key financial results for the three months ended June 30, 2025 were as follows:

• Revenue increased by $23.0 million to $295.5 million from $272.5 million;

• Gross profit increased by $7.0 million to $197.1 million from $190.1 million.

Gross profit as a percent of revenue was 66.7%, as compared to 69.8% in the prior year comparative period;

• Operating income increased by $38.1 million to $94.0 million from $55.9 million;

• Net income increased by $30.8 million to $45.5 million from $14.7 million.

Nine Months Ended June 30, 2025 Summary (on a comparative basis)

Key financial results for the nine months ended June 30, 2025 were as follows:

* = not meaningful

Three Months Ended December 31, 2025 Summary (on a comparative basis)

Key financial results for the three months ended December 31, 2025 were as follows:

• Revenue decreased by $0.7 million to $261.2 million from $261.9 million;

• Gross profit decreased by $43.1 million to $518.3 million, from $561.4 million.

• Gross profit increased by $4.6 million to $161.7 million from $157.1 million.

Gross profit as a percent of revenue was 61.9%, as compared to 60.0% in the prior year comparative period;

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• Net income increased by $44.1 million to $44.1 million from $0.0 million.

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

Our revenues increased by $23.0 million, or 8.4%, to $295.5 million for the three months ended June 30, 2025 as compared to revenues of $272.5 million for the three months ended June 30, 2024.

The Company's revenues decreased by $0.7 million, or 0.3%, to $261.2 million for the three months ended December 31, 2025 as compared to revenues of $261.9 million for the three months ended December 31, 2024.

Changes in revenues are driven by the volume of goods that the Company sells, the prices it negotiates with customers, and changes in foreign exchange rates.

The increase in revenues was driven by $13.5 million of favorable changes in volume, $6.8 million of favorable changes in price, a $1.7 million increase in contract manufacturing revenues related to sales of non-diabetes products to Becton, Dickinson and Company ("BD"), and $1.0 million associated with the positive impact of foreign currency translation primarily due to the weakening of the U.S.

Our revenues decreased by $20.6 million, or 2.5%, to $816.4 million for the nine months ended June 30, 2025 as compared to revenues of $837.0 million for the nine months ended June 30, 2024.

The decrease in revenues was driven by $31.0 million of unfavorable changes in volume and $7.0 million associated with the negative impact of foreign currency translation primarily due to the strengthening of the U.S.

This was partially offset by $10.9 million of favorable changes in price and $6.5 million increase in contract manufacturing revenues related to sales of non-diabetes products to BD.

The decrease in revenues was driven by $7.8 million of unfavorable changes in price and a $0.7 million decrease in contract manufacturing revenues related to sales of non-diabetes products to BD, partially offset by $4.6 million associated with the positive impact of foreign currency translation primarily due to the weakening of the U.S.

dollar and $3.2 million of favorable changes in volume.

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

Cost of products sold

Cost of products sold increased by $16.0 million, or 19.4%, to $98.4 million for the three months ended June 30, 2025 as compared to $82.4 million for the three months ended June 30, 2024.

Cost of products sold as a percentage of revenues was 33.3% for the three months ended June 30, 2025 as compared to 30.2% for the three months ended June 30, 2024.

The increase in cost of products sold for the three month comparative period was primarily driven by higher volumes and the impact of net changes in profit in inventory adjustments period over period.

Cost of products sold increased by $22.5 million, or 8.2%, to $298.1 million for the nine months ended June 30, 2025 as compared to $275.6 million for the nine months ended June 30, 2024.

Cost of products sold as a percentage of revenues was 36.5% for the nine months ended June 30, 2025 as compared to 32.9% in the nine months ended June 30, 2024.

The increase in cost of products sold for the nine month comparative period was primarily driven by the impact of net changes from profit in inventory adjustments period over period and non-cash asset impairment charges recorded to write down the carrying value of certain property and equipment as a result of the Company's Patch Pump Restructuring Plan.

This was partially offset by lower volumes in the current period compared to the prior year period.

Cost of products sold decreased by $5.3 million, or 5.1%, to $99.5 million for the three months ended December 31, 2025 as compared to $104.8 million for the three months ended December 31, 2024.

Cost of products sold as a percentage of revenues was 38.1% for the three months ended December 31, 2025 as compared to 40.0% for the three months ended December 31, 2024.

The decrease in cost of products sold for the three month comparative period was primarily driven by impairment charges recorded in the prior period to write down the carrying value of certain property and equipment with no comparable impairment charges in the current period.

Selling and administrative expenses

Selling and administrative expenses decreased by $1.3 million, or 1.5%, to $84.4 million for the three months ended June 30, 2025 as compared to $85.7 million for the three months ended June 30, 2024.

Selling and administrative expenses decreased by $23.2 million, or 8.6%, to $245.1 million for the nine months ended June 30, 2025 as compared to $268.3 million for the nine months ended June 30, 2024.

The decrease for both the three and nine month comparative periods was primarily driven by lower TSA and LSA costs with BD in addition to lower compensation expense recognized in the current periods.

Selling and administrative expenses decreased by $3.5 million, or 4.3%, to $77.6 million for the three months ended December 31, 2025 as compared to $81.1 million for the three months ended December 31, 2024.

The decrease for the three month comparative period was primarily driven by lower compensation expense in the current period.

Research and development expenses

Research and development expenses decreased by $16.0 million, or 78.4%, to $4.4 million for the three months ended June 30, 2025 as compared to $20.4 million for the three months ended June 30, 2024.

Research and development expenses decreased by $26.3 million, or 44.6%, to $32.7 million for the nine months ended June 30, 2025 as compared to $59.0 million for the nine months ended June 30, 2024.

The decrease for both the three and nine month comparative periods was primarily driven by a reduction in payments made in connection with the development of our insulin patch pump program in the current periods as compared to the prior periods, given the discontinuation of the patch pump program.

We expect our research and development expenses to decrease sequentially in fiscal year 2025 compared to fiscal year 2024.

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

Other operating expenses

Other operating expenses are as follows:

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

2025 2024 2025 2024

Research and development expenses decreased by $15.7 million, or 77.3%, to $4.6 million for the three months ended December 31, 2025 as compared to $20.3 million for the three months ended December 31, 2024.

The decrease for the three month comparative period was primarily driven by expenses incurred in connection with the development of our insulin patch pump program in the prior year before the decision was made to discontinue the program.

There were no comparable expenses associated with the patch pump program in the current year.

Other operating (income) expense, net

Other operating (income) expense, net are as follows:

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)

Total $ (3.8) $ 27.0

Other operating expenses incurred primarily consist of the following:

Other operating (income) expense, net incurred primarily consist of the following:

• Accounting, auditing, legal services, marketing, supply chain, employee retention, costs associated with the implementation of our new ERP system and other Business Continuity Processes, costs associated with brand transition, and certain other costs to establish certain stand-alone functions to assist with the transition to being a stand-alone entity;

• Restructuring related costs associated with the optimization of certain business functions as we transition to being a stand-alone entity;

• Severance and contract termination costs associated with the discontinued patch pump program;

• Costs recognized associated with the amortization of cloud computing arrangements;

• A gain on the sale of certain intellectual property rights and long-lived assets associated with the patch pump program.

Interest expense, net

Interest expense, net decreased by $1.2 million to $26.6 million for the three months ended June 30, 2025 as compared to $27.8 million for the three months ended June 30, 2024.

Interest expense, net decreased by $2.1 million to $81.2 million for the nine months ended June 30, 2025 as compared to $83.3 million for the nine months ended June 30, 2024.

The decrease for both the three and nine month comparative periods was primarily driven by lower debt levels and lower short-term interest rates in the current periods as compared to the prior periods.

Interest expense, net decreased by $3.8 million to $24.1 million for the three months ended December 31, 2025 as compared to $27.9 million for the three months ended December 31, 2024.

The decrease for the three month comparative period was primarily driven by lower debt levels and lower short-term interest rates in the current period as compared to the prior period.

It remains unclear whether the United States Federal Reserve will increase or decrease the benchmark interest rate during the remainder of fiscal 2026.

An increase in the benchmark interest rate would result in an increase in interest expense on our variable rate debt and a decrease in the benchmark interest rate would result in a decrease in interest expense on our variable rate debt.

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

Other income (expense), net

Other income (expense), net, was $4.8 million and $(1.1) million for the three months ended June 30, 2025 and 2024, respectively.

Other income (expense), net was $2.9 million and $(6.1) million for the nine months ended June 30, 2025 and 2024, respectively.

The income generated for the three and nine month periods ended June 30, 2025 was primarily attributed to favorable impacts from foreign exchange.

The costs incurred for the three and nine month periods ended June 30, 2024, was primarily attributed to amounts due to BD for income taxes payable incurred in deferred jurisdictions where BD is considered the primary obligor and the unfavorable impacts from foreign exchange.

We do not expect to incur any additional amounts where BD is considered the primary obligor in the current fiscal year.

Other income (expense), net was $(0.3) million and $(1.5) million for the three months ended December 31, 2025 and 2024, respectively.

Other income (expense), net did not materially change in the current period as compared to the prior year period.

Income tax provision (benefit)

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.

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

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.

LIQUIDITY AND CAPITAL RESOURCES

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However, should it become necessary, we believe that our credit profile should provide us with access to additional financing in order to fund normal business operations, make interest payments, fund growth opportunities and satisfy upcoming debt maturities.

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 $ 679.3

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

Thereafter 700.0

Certain measures relating to our total debt outstanding as of June 30, 2025 were as follows:

Certain measures relating to our total debt outstanding as of December 31, 2025 were as follows:

Total debt $ 1,362.4

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In addition, the credit agreement contains covenants that limit, among other things, our ability to prepay, redeem or repurchase our 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.

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.

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

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.

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

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

We may, from time to time, seek to retire or repurchase our outstanding debt through cash purchases and/or exchanges for equity or debt, in open-market purchase, or privately negotiated transactions, or otherwise may redeem some or all of our debt pursuant to its terms.

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For additional information related to the Company's debt related activities, refer to Note 12 within the Notes to Condensed Consolidated Financial Statements within this Form 10-Q.

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

Maturities of our finance lease and operating lease liabilities as of June 30, 2025 by fiscal year are as follows:

Maturities of our finance lease and operating lease liabilities as of December 31, 2025 by fiscal year are as follows:

Finance Lease Operating Leases Total

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For additional information related to our leases, refer to Note 18 within the Notes to Condensed Consolidated Financial Statements of this Form 10-Q.

Factoring Agreements

In conjunction with the Separation, we entered into the Factoring Agreements with BD.

Embecta owed BD a service fee calculated as 0.1% of annual revenues related to countries subject to the Factoring Agreements, in exchange for the services provided by BD pursuant to the Factoring Agreements.

As of March 31, 2024, all Factoring Agreements between Embecta and BD had expired and terminated as a result of our implementation and onboarding of certain Business Continuity Processes in North America, and certain jurisdictions in Europe and Asia.

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.

Receivables Sale Agreement

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.

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.

Access to Capital and Credit Ratings

In May 2025 and June 2025, Moody’s Investor Services and Standard & Poor’s Ratings Services published updates to our credit ratings.

In May 2025 and January 2026, Moody’s Investor Services and Standard & Poor’s Ratings Services published updates and reaffirmed our preexisting credit ratings.

Our Moody's Investors Services credit rating is B1 and our Standard & Poor's Rating Services credit rating is B+.

Cash and equivalents and restricted cash were $233.6 million as of June 30, 2025 as compared to $274.2 million as of September 30, 2024.

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

Cash and equivalents and restricted cash were $204.4 million as of December 31, 2025 as compared to $228.6 million as of September 30, 2025.

The primary uses of cash that contributed to the $24.2 million decrease were:

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Cash provided by operating activities 17.2

Cash used for investing activities (2.0)

Cash provided by investing activities 9.5

Cash used for financing activities (51.6)

Effect of exchange rate changes on cash and equivalents and restricted cash 0.7

June 30, 2025 Cash and equivalents and restricted cash balance $ 233.6

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

December 31, 2025 Cash and equivalents and restricted cash balance $ 204.4

Net cash provided by operating activities was primarily attributable to:

Net Income $ 44.1

Non-cash adjustments related to depreciation and amortization, impairment of property, plant and equipment, stock-based compensation, and deferred income taxes 86.5

Adjustments related to depreciation and amortization, impairment of property, plant and equipment, gain on sale of certain intellectual property rights and long-lived assets, stock-based compensation, and deferred income taxes 14.0

Change in accounts payable and accrued expenses

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The change in trade receivables is primarily attributed to the timing of sales and receivables factored.

The change in inventories is primarily attributed to actions taken to build inventory to support the execution of our brand transition program.

The change in amounts due from/due to Becton, Dickinson and Company is attributed to the timing of payments associated with certain agreements effectuated at Separation.

The change in inventories is primarily attributed to timing of purchases, production, and sales of our inventories.

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 within the Condensed Consolidated Balance Sheets.

Changes in working capital associated with the agreements referenced in Note 3 to the Condensed Consolidated Financial Statements are reflected within the change in trade receivables and accounts payable and accrued expenses, respectively.

The change in prepaid expenses and other is primarily attributed to timing of payments to vendors.

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All other movements related to working capital were due to timing of payments and receipts of cash in the ordinary course of business.

Net cash used for investing activities was comprised of capital expenditures of $2.0 million for the nine months ended June 30, 2025 to support our business and operations.

Net cash provided by investing activities for the three months ended December 31, 2025 was comprised of proceeds from the sale of certain intellectual property rights and long-lived assets of $10.1 million offset by capital expenditures of $0.6 million to support our business and operations.

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

Net cash used for financing activities was primarily attributable to:

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Net cash used for financing activities $ (51.6)

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

Contractual Obligations

Our contractual obligations as of June 30, 2025, which require material cash requirements in the future, consist of purchase obligations and lease obligations.

Our contractual obligations as of December 31, 2025, which require material cash requirements in the future, consist of purchase obligations and lease obligations.

Purchase obligations are enforceable and legally binding obligations for purchases of goods and services which include inventory purchase commitments.

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Management's Discussion and Analysis of Financial Condition and Results of Operations" in the 2025 Form 10-K for further details.

As of June 30, 2025, there have been no material changes to our contractual obligations outside the ordinary course of business.

As of December 31, 2025, there have been no material changes to our contractual obligations outside the ordinary course of business.

Critical Accounting Policies

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A discussion of accounting estimates considered critical because of the potential for a significant impact on the financial statements due to the inherent uncertainty in such estimates are disclosed in the Critical Accounting Policies section of Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the 2025 Form 10-K.

There have been no changes to our critical accounting policies as of June 30, 2025.

There have been no changes to our critical accounting policies as of December 31, 2025.

Cautionary Statements Regarding Forward-Looking Statements

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• Any events that adversely affect the sale or profitability of one of Embecta’s key products or the revenue delivered from sales to its key customers.

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

• Increases in operating costs, including costs incurred from the new tariffs instituted by the U.S.

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• The risk that as a result of the current global trade environment from the newly instituted tariffs, certain foreign governments, private purchasers and other customers in certain countries may consider transitioning away from products originating from certain countries (including the U.S.) in favor of buying “local” products and local manufacturers and competitors may attempt to capitalize on these sentiments and participate in aggressive competitive pricing or other strategies to transition, or divert, current and potential customers away Embecta.

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

• Embecta’s ability to obtain clearance from the U.S.

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• The risk that we may not complete strategic collaborative partnerships and acquisition opportunities that enable us to accelerate our growth or strategic collaborative opportunities that give us access to innovative technologies, complementary product lines, and new markets.

• The risks associated with the material weakness identified in our internal control over financial reporting and our ability to remediate such material weakness.

There can be no assurance that the transactions or uncertainties described above will in fact be consummated or occur in the manner described or at all.

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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 2. Management’s Discussion and Analysis