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Item 1. Financial Statements

2026-05-05 compared with 2026-02-05 · 182 added, 116 removed, 439 unchanged (40% of the section changed)

Financial Statements.

Condensed Consolidated Statements of Income

Condensed Consolidated Statements of (Loss) Income

Embecta Corp.

Three Months Ended

March 31, Six Months Ended

2026 2025 2026 2025

Revenues $ 221.8 $ 259.0 $ 483.0 $ 520.9

4 unchanged sentences

Research and development expense 5.4 8.0 10.0 28.3

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

Other operating expense, net 11.2 13.6 7.4 40.6

Total Operating Expenses $ 92.8 $ 101.2 $ 171.2 $ 229.6

2 unchanged sentences

Other income (expense), net ( 2.9 ) ( 0.4 ) ( 3.2 ) ( 1.9 )

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

Income tax provision (benefit) 14.8 ( 0.7 )

Net Income $ 44.1 $ —

Net Income per common share:

Income Before Income Taxes $ 9.5 $ 35.8 $ 68.4 $ 35.1

Income tax provision 13.6 12.3 28.4 11.6

Net (Loss) Income $ ( 4.1 ) $ 23.5 $ 40.0 $ 23.5

Net (Loss) Income per common share:

Basic $ ( 0.07 ) $ 0.40 $ 0.68 $ 0.40

2 unchanged sentences

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

Condensed Consolidated Statements of Comprehensive Income

Condensed Consolidated Statements of Comprehensive (Loss) Income

Embecta Corp.

Three Months Ended

Net Income $ 44.1 $ —

Other Comprehensive Income (Loss), net of tax

March 31, Six Months Ended

2026 2025 2026 2025

Net (Loss) Income $ ( 4.1 ) $ 23.5 $ 40.0 $ 23.5

Other Comprehensive (Loss) Income, net of tax

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

Foreign currency translation adjustments ( 5.6 ) 11.4 ( 4.7 ) ( 15.5 )

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

Comprehensive Income (Loss) $ 45.3 $ ( 26.9 )

Other Comprehensive (Loss) Income, net of tax $ ( 5.6 ) $ 11.4 $ ( 4.4 ) $ ( 15.5 )

Comprehensive (Loss) Income $ ( 9.7 ) $ 34.9 $ 35.6 $ 8.0

See notes to the Unaudited Condensed Consolidated Financial Statements.

2 unchanged sentences

Embecta Corp.

December 31, 2025 September 30, 2025

March 31, 2026 September 30, 2025

Current Assets

2 unchanged sentences

Restricted cash 8.5 3.1

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)

Trade receivables, net (net of allowance for doubtful accounts of $ 2.2 million and $ 1.8 million as of March 31, 2026 and September 30, 2025, respectively)

Materials 52.5 50.0

26 unchanged sentences

Authorized - 250,000,000

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

Issued and outstanding - 59,327,677 as of March 31, 2026 and 58,496,113 as of September 30, 2025

Additional paid-in capital 88.0 80.0

8 unchanged sentences

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

Balance at January 1, 2025 58,131,759 $ 0.6 $ 58.2 $ ( 507.9 ) $ ( 319.7 ) $ ( 768.8 )

Net Income — — — 23.5 — 23.5

Other comprehensive income, net of taxes — — — — 11.4 11.4

Stock-based compensation plans — — 7.3 — — 7.3

Dividends and dividend equivalents declared ($ 0.15 per share)

— — 0.4 ( 9.1 ) — ( 8.7 )

Issuance of shares related to stock-based compensation plans 195,256 — ( 0.9 ) — — ( 0.9 )

Balance at March 31, 2025 58,327,015 $ 0.6 $ 65.0 $ ( 493.5 ) $ ( 308.3 ) $ ( 736.2 )

Balance at January 1, 2026 59,211,992 $ 0.6 $ 81.8 $ ( 411.1 ) $ ( 284.4 ) $ ( 613.1 )

Net Loss — — — ( 4.1 ) — ( 4.1 )

Other comprehensive (loss), net of taxes — — — — ( 5.6 ) ( 5.6 )

Stock-based compensation plans — — 5.7 — — 5.7

Dividends and dividend equivalents declared ($ 0.15 per share)

— — 0.6 ( 9.5 ) — ( 8.9 )

Issuance of shares related to stock-based compensation plans 115,685 — ( 0.1 ) — — ( 0.1 )

Balance at March 31, 2026 59,327,677 $ 0.6 $ 88.0 $ ( 424.7 ) $ ( 290.0 ) $ ( 626.1 )

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 )

5 unchanged sentences

Issuance of shares related to stock-based compensation plans 619,730 — ( 4.6 ) — — ( 4.6 )

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

Balance at March 31, 2025 58,327,015 $ 0.6 $ 65.0 $ ( 493.5 ) $ ( 308.3 ) $ ( 736.2 )

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

Net Income — — — 40.0 — 40.0

Other comprehensive income, net of taxes — — — — 1.2 1.2

Other comprehensive (loss), net of taxes — — — — ( 4.4 ) ( 4.4 )

Stock-based compensation plans — — 11.6 — — 11.6

2 unchanged sentences

Issuance of shares related to stock-based compensation plans 831,564 — ( 4.9 ) — — ( 4.9 )

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

Balance at March 31, 2026 59,327,677 $ 0.6 $ 88.0 $ ( 424.7 ) $ ( 290.0 ) $ ( 626.1 )

See notes to the Unaudited Condensed Consolidated Financial Statements.

2 unchanged sentences

Embecta Corp.

Three Months Ended

Six Months Ended

Operating Activities

16 unchanged sentences

Other assets and liabilities, net ( 0.1 ) ( 0.1 )

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

Net cash provided by operating activities $ 48.3 $ 26.5

Investing Activities

7 unchanged sentences

Dividend payments ( 17.8 ) ( 17.5 )

Change in unremitted cash collections from servicing factored receivables 5.4 —

Net cash used for financing activities $ ( 93.1 ) $ ( 82.5 )

27 unchanged sentences

Recently Adopted Accounting Standards

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

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

Recently Issued Accounting Standards Not Yet Adopted

19 unchanged sentences

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

Note 3 — Acquisition

Pending Acquisition

On March 19, 2026, the Company entered into a definitive agreement to acquire Owen Mumford Holdings Limited (the "Purchase Agreement") for approximately £ 150 million.

Owen Mumford Holdings Limited (“OM”) is a privately held, UK-based innovator and manufacturer of medical devices and drug-delivery technologies.

Under the terms of the Purchase Agreement, the Company will acquire OM for an upfront cash payment of £ 100 million at closing (subject to customary adjustments, including for closing net cash), and will pay up to an additional £ 50 million upon the achievement of certain commercial milestones related to sales of the Aidaptus® next-generation auto-injector platform through the period ending June 30, 2029.

All closing conditions and regulatory approvals have been satisfied and the transaction is expected to close within the third fiscal quarter of 2026.

Note 4 — Third Party Arrangements

7 unchanged sentences

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.

As of March 31, 2026, $ 6.1 million was in Trade receivables, net and $ 20.4 million was in Accounts payable.

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

Note 5 — Business Restructuring Charges

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 $ 27.4 million during the three months ended December 31, 2024.

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 (the "Patch Pump Restructuring Plan").

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

1 unchanged sentence

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

Charges incurred related to the restructuring programs for the three and six month periods ended March 31, 2026 were not material to the Company’s Condensed Consolidated Financial Statements.

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

Three Months Ended March 31, 2025 Six Months Ended March 31, 2025

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

Cost of products sold $ 0.1 $ — $ 0.1 $ 0.3 $ 6.1 $ 6.4

1 unchanged sentence

Research and development expense 4.3 — 4.3 6.6 4.3 10.9

Other operating (income) expense, net 8.9 5.4 14.3

Other operating expense, net 5.3 ( 0.6 ) 4.7 14.2 4.7 18.9

$ 10.1 $ ( 0.6 ) $ 9.5 $ 21.7 $ 15.1 $ 36.8

1 unchanged sentence

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

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

The restructuring reserve balances as of March 31, 2026 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 (Income) Expense, Net

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

Note 6 — Other Operating Expense, Net

The following table presents the income and expenses recorded for the three months ended March 31, 2026 and 2025:

Three months ended March 31, Six months ended March 31,

2026 2025 2026 2025

Costs related to the Separation $ 2.2 $ 6.2 $ 5.3 $ 16.6

Amortization of cloud computing arrangements

2.6 2.7 5.2 5.2

Costs associated with the discontinued patch pump program 0.1 1.0 0.1 15.3

Business optimization and severance related costs — 3.6 — 3.6

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

Acquisition-related costs 5.6 — 5.6 —

Other 0.7 0.1 1.3 ( 0.1 )

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 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.

For both the three and six months ended March 31, 2026 and 2025, the Company recognized costs associated with the amortization of cloud computing arrangements which is further discussed in Note 12.

For the three and six months ended March 31, 2026 and 2025, the Company recognized costs associated with the discontinuation of the patch pump program which is further discussed in Note 5.

During the six months ended March 31, 2026, 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.

For the three and six months ended March 31, 2026, the Company recognized acquisition-related costs associated with the pending acquisition of Owen Mumford.

Note 7 — Contingencies

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.

The Company was not a party to any material legal proceedings at March 31, 2026 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 8 — Revenues

8 unchanged sentences

The allowance for doubtful accounts for trade receivables is not material to the Company’s Condensed Consolidated Financial Statements.

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

The Company’s gross revenues are subject to a variety of gross-to-net deductions which are recorded in the same period that the underlying revenues are recognized.

3 unchanged sentences

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.

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.

The Company’s liability attributed to variable consideration at March 31, 2026 and September 30, 2025 was $ 126.2 million and $ 113.7 million, respectively.

Sales deductions recorded as a reduction of gross revenues for the three months ended March 31, 2026 and 2025 were $ 156.8 million and $ 143.2 million, respectively.

Sales deductions recorded as a reduction of gross revenues for the six months ended March 31, 2026 and 2025 were $ 316.7 million and $ 293.3 million, respectively.

Disaggregation of Revenues

17 unchanged sentences

Revenues by geographic region are as follows:

Three months ended December 31,

Three months ended March 31, Six months ended March 31,

2026 2025 2026 2025

United States $ 95.4 $ 135.2 $ 226.3 $ 276.9

International (1)

126.4 123.8 256.7 244.0

Total $ 221.8 $ 259.0 $ 483.0 $ 520.9

(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.

(1) For the three and six months ended March 31, 2026 and 2025, 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 December 31,

Three months ended March 31, Six months ended March 31,

2026 2025 2026 2025

Pen Needles $ 154.7 $ 188.3 $ 340.2 $ 379.4

1 unchanged sentence

Safety 34.3 34.2 71.6 68.4

4.0 3.3 7.6 6.7

Contract Manufacturing 2.5 4.4 6.6 9.2

3 unchanged sentences

Stock-Based Compensation Expense

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,

Total stock-based compensation expense for the three and six months ended March 31, 2026 and 2025 and the respective income tax benefits recognized by the Company in the Condensed Consolidated Statements of Income are as follows:

Three months ended March 31, Six months ended March 31,

2026 2025 2026 2025

Cost of products sold $ 0.9 $ 0.6 $ 1.7 $ 1.2

1 unchanged sentence

Research and development expense 0.1 0.1 0.2 0.2

Other operating (income) expense, net — 0.9

Other operating expense, net — 1.9 — 2.8

Total Stock-Based Compensation Expense $ 5.7 $ 7.3 $ 11.6 $ 16.3

Tax benefit associated with stock-based compensation costs recognized $ 0.7 $ 1.0 $ 1.5 $ 2.0

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,

The following table summarizes the Company's total stock-based compensation expense by classification of award for the three and six months ended March 31, 2026 and 2025:

Three months ended March 31, Six Months Ended March 31,

2026 2025 2026 2025

Equity Awards $ 5.7 $ 7.3 $ 11.6 $ 16.2

2 unchanged sentences

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,

The following table summarizes the Company's total stock-based compensation expense by award type for the three and six months ended March 31, 2026 and 2025:

Three months ended March 31, Six Months Ended March 31,

2026 2025 2026 2025

Time-Vested Restricted Stock Units (TVUs)

$ 4.9 $ 6.2 $ 9.9 $ 11.8

Performance-Based Restricted Stock Units (PSUs)

0.7 0.4 1.3 3.3

Stock Appreciation Rights (SARs)

0.1 0.7 0.4 1.2

Total $ 5.7 $ 7.3 $ 11.6 $ 16.3

Time Vested Restricted Stock Units ("TVUs")

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

During the six months ended March 31, 2026 , Embecta granted 2,051,995 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.

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

A summary of TVUs outstanding as of March 31, 2026 and changes during the six months ended March 31, 2026 are as follows:

TVUs (in thousands) Weighted Average Grant Date Fair Value

3 unchanged sentences

Forfeited, canceled or expired ( 181.5 ) 15.41

Nonvested at December 31 3,014.4 $ 14.82

Expected to vest at December 31 2,848.7 $ 14.83

Nonvested at March 31 2,972.0 $ 14.44

Expected to vest at March 31 2,808.9 $ 14.44

*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 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.

The weighted average grant date fair value of TVUs granted during the six months ended March 31, 2026 is $ 12.37 and the total fair value of TVUs vested during the six months ended March 31, 2026 is $ 19.0 million.

At March 31, 2026, the weighted average remaining vesting term of TVUs is 1.9 years.

Performance Based Restricted Stock Units ("PSUs")

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.

During the six months ended March 31, 2026 , Embecta granted 1,292,948 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.

3 unchanged sentences

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 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.

As of March 31, 2026 , there were 468,922 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:

A summary of PSUs outstanding as of March 31, 2026 and changes during the six months ended March 31, 2026 are as follows:

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

2 unchanged sentences

( 285.3 ) 18.80

Nonvested at December 31 1,258.9 $ 11.82

Expected to vest at December 31 1,189.6 $ 11.80

Forfeited, canceled or expired ( 67.0 ) 10.86

Nonvested at March 31 1,213.4 $ 10.97

Expected to vest at March 31 1,146.6 $ 11.79

*Includes accumulated nonvested dividend equivalents

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

At March 31, 2026, the weighted average remaining vesting term of PSUs is 1.9 years.

Stock Appreciation Rights

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:

A summary of stock appreciation rights ("SARs") outstanding as of March 31, 2026 and changes during the six months ended March 31, 2026 are as follows:

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

1 unchanged sentence

Forfeited, canceled or expired ( 17.8 ) 16.97

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 $ —

Balance at March 31 1,425.5 $ 29.39 5.4 $ —

Vested and expected to vest at March 31 1,423.7 29.39 5.4 $ —

Exercisable at March 31 1,392.5 $ 29.34 5.3 $ —

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

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

No SARs w ere exercised during the six months ended March 31, 2026.

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 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.

The amount of unrecognized compensation expense for all non-vested stock-based awards granted as of March 31, 2026, is approximately $ 39.8 million which is expected to be recognized over a weighted-average remaining life of approximately 2.1 years.

At March 31, 2026, 3.2 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.

1 unchanged sentence

Goodwill and Other Intangible Assets consisted of:

December 31, 2025 September 30, 2025

March 31, 2026 September 30, 2025

Amortized intangible assets

12 unchanged sentences

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

December 31, 2025 September 30, 2025

March 31, 2026 September 30, 2025

Short-term portion

6 unchanged sentences

$ 50.1 $ 54.9

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,

Costs amortized during the three and six months ended March 31, 2026 and 2025 are included in Other operating expense, net and were as follows:

Three months ended March 31, Six months ended March 31,

2026 2025 2026 2025

Amortization of cloud computing arrangements

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

$ 2.6 $ 2.7 $ 5.2 $ 5.2

As of March 31, 2026, cloud computing arrangement assets in-service have remaining useful lives of up to six years .

Note 13 — Long-Term Debt

9 unchanged sentences

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

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

As of March 31, 2026, no amount has been drawn on the Revolving Credit Facility.

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

1 unchanged sentence

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

As of March 31, 2026, 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.

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

The following is a summary of Embecta's total debt outstanding as of March 31, 2026:

Term Loan due March 2029 $ 641.8

6 unchanged sentences

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 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.

During the six months ended March 31, 2026, the Company recorded approximately $ 3.8 million of amortization on deferred debt issuance costs and discounts.

During the six months ended March 31, 2026 , the Company made interest payments of $ 44.1 million on debt outstanding.

The weighted-average interest rate on total borrowings as of March 31, 2026 is 6.1 %.

During the six months ended March 31, 2026, the Company paid an aggregate principal amount of approximately $ 75.0 million on the Term Loan, of which $ 70.3 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:

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.

The estimated fair value of long-term debt (including current portion) at March 31, 2026 was $ 1,294.8 million compared with a carrying value (which includes a reduction for unamortized debt issuance costs and discounts) of $ 1,326.4 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 months ended December 31, 2025 and 2024 was as follows:

Note 14 — (Loss) Earnings per Share

The calculation of (Loss) Earnings per basic and diluted common share for the three and six months ended March 31, 2026 and 2025 was as follows:

Three Months Ended

March 31, Six Months Ended

($ in millions and shares in thousands, except per share amounts) 2026 2025 2026 2025

Net Income $ 44.1 $ —

Net (Loss) Income $ ( 4.1 ) $ 23.5 $ 40.0 $ 23.5

Basic weighted average number of shares outstanding 59,299 58,290 59,044 58,119

1 unchanged sentence

Diluted weighted average shares outstanding 59,299 58,547 59,726 58,656

Earnings per common share - Basic $ 0.75 $ —

Earnings per common share - Diluted $ 0.74 $ —

(Loss) Earnings per common share - Basic $ ( 0.07 ) $ 0.40 $ 0.68 $ 0.40

(Loss) Earnings per common share - Diluted $ ( 0.07 ) $ 0.40 $ 0.67 $ 0.40

Antidilutive Shares (millions) 4.1 3.9 1.8 2.5

Earnings per diluted share is computed by giving effect to all potentially dilutive stock awards that are outstanding.

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.

(Loss) Earnings per diluted share is computed by giving effect to all potentially dilutive stock awards that are outstanding.

The computation of (Loss) 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.

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.

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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 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 effective tax rates were 143.2 % and 34.4 % for the three months ended March 31, 2026 and 2025, respectively.

The increase in the Company's effective tax rate compared to the prior period is primarily due to the tax impacts from changes in the level and mix of earnings and higher non-deductible costs.

The effective tax rates were 41.5 % and 33.0 % for the six months ended March 31, 2026 and 2025, respectively.

The increase in the Company's effective tax rate compared to the prior period is primarily due to the change in mix of earnings and higher non-deductible costs.

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.

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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.

The global minimum tax rules did not have a material impact to the Company's provision for income taxes for the three and six month periods ended March 31, 2026 and 2025.

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

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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.

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

OBBBA did not have a material impact to the Company's provision for income taxes for the three and six month periods ended March 31, 2026 and 2025.

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

Note 16 — Receivables Sale Agreement

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

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.

In connection with the Company's receivables sale agreement, $ 120.3 million of trade receivables were sold during the six months ended March 31, 2026, 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 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.

The cash received on the sale of trade receivables during the six months ended March 31, 2026 is presented in changes in trade receivables, net within operating activities in the Condensed Consolidated Statement of Cash Flows.

As of March 31, 2026, the Company had collected $ 5.4 million, on behalf of the financial institution, which is reflected as Restricted cash and the related obligation to remit the cash within Accrued expenses .

The net cash flows related to these collections are reported as financing activities in the Condensed Consolidated Statement of Cash Flows.

Note 17 — Financial Instruments and Fair Value Measurements

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

The following reconciles Cash and equivalents and Restricted cash reported within the Condensed Consolidated Balance Sheets as of March 31, 2026 and September 30, 2025, to the total amounts shown in the Condensed Consolidated Statements of Cash Flows:

March 31, 2026 September 30, 2025

Cash and equivalents

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$ 193.4 $ 228.6

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

Cash and equivalents as of March 31, 2026 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 $ 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 .

Interest income on Cash and equivalents was $ 0.7 million and $ 1.6 million for the three and six months ended March 31, 2026, and $ 1.3 million and $ 3.1 million for the three and six months ended March 31, 2025, 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.

The Company's restricted cash balance is primarily pledged as collateral for bank guarantees related to certain customer performance guarantees and property leases internationally.

The Company's restricted cash balance consists of amounts pledged as collateral for bank guarantees related to certain customer performance guarantees, international property leases, and amounts collected on behalf of the financial institution, which have yet to be remitted associated with the Company's trade receivables sale agreement.

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

Foreign Currency Risks and Related Strategies

The Company has foreign currency exposures throughout Europe, Asia, Canada and Latin America.

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.

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

The notional amounts of the Company’s foreign currency-related derivative instruments were as follows as of March 31, 2026 and September 30, 2025:

Hedge Designation March 31, 2026 September 30, 2025

Foreign exchange contracts (a)

Undesignated $ 82.7 $ 9.7

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

Foreign exchange contracts (b)

Undesignated 167.9 —

(a) Represents 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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Gains and losses recognized to date on these instruments were not material to the Company's Condensed Consolidated Financial Statements.

(b) Represents hedges of the British pound sterling denominated purchase price of the pending acquisition of Owen Mumford entered during the second quarter of fiscal year 2026.

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

Gains and losses recognized to date on these instruments were not material to the Company's Condensed Consolidated Financial Statements.

Nonrecurring Fair Value Measurements

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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 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.

In the first half 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 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.

Three of the Company’s customers represented at least 10.0% of total gross revenues individually and, in the aggregate, represented approximately 39.1 % for the three months ended March 31, 2026, and three of the Company's customers represented at least 10.0% of total gross revenues individually and, in the aggregate, represented approximately 38.0 % of total revenues for the six months ended March 31, 2026.

One of the Company's customers represented at least 10.0% of total gross trade receivables individually and represented approximately 14.8 % as of March 31, 2026.

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

The Company does not normally require collateral from its customers.

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

Note 18 — Property, Plant and Equipment

Property, Plant and Equipment, Net consisted of:

December 31, 2025 September 30, 2025

March 31, 2026 September 30, 2025

Land $ 3.1 $ 3.1

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

December 31, 2025 September 30, 2025

March 31, 2026 September 30, 2025

Finance Leases

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Lease costs incurred are as follows:

Three months ended December 31,

Three months ended March 31,

(in millions) Classification 2026 2025

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Total lease cost $ 5.2 $ 5.2

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

Supplemental cash flow information related to leases for the six months ended March 31, 2026 and 2025 were as follows:

March 31, 2026 March 31, 2025

Cash used for amounts included in the measurement of lease liabilities

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Operating cash flows from Finance Lease

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

For both the three and six months ended March 31, 2026 and 2025, right of use assets obtained in exchange for lease liabilities were not material.

Maturities of the Company's finance and operating lease liabilities as of March 31, 2026 by fiscal year are as follows:

Finance Leases Operating Leases Total

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Present value of lease liabilities $ 31.3 $ 14.8 $ 46.1

Note 20 — Subsequent Events

Stock Repurchase Program

In May 2026, the Company announced that the Board of Directors approved a three-year $ 100.0 million stock repurchase authorization (the “Repurchase Program”) of common stock in accordance with applicable securities laws.

The Repurchase Program does not obligate the Company to acquire any particular amount of common stock and may be suspended or terminated at any time at the Company’s discretion.

Common Stock Dividend

In May 2026, the Board of Directors approved a reduction in the quarterly cash dividend from $ 0.15 to $ 0.01 per share of common stock.

The dividend is payable on June 15, 2026 to stockholders of record as of May 28, 2026.

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

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