Item 1A. Risk Factors
Item 1A. Risk Factors.
Our business is subject to risks and uncertainties, a number of which are described under the caption “Risk Factors” in the 2025 Form 10-K. The risks described in the 2025 Form 10-K and below may not be the only risks we face but are risks we believe may be material at this time. Other risks of which we are not yet aware, or that we currently believe are not material, may also materially and adversely impact our business operations or financial results. If any of the events or circumstances described in the risk factors contained in the 2025 Form 10-K or included below occurs, our business, financial condition, liquidity, results of operations or ability to repurchase common stock or pay dividends could be adversely impacted and the value of an investment in our securities could decline. Investors and prospective investors should consider the risks described in the 2025 Form 10-K and below and the information contained under the caption “Cautionary Statements Regarding Forward-Looking Statements” and elsewhere in this Form 10-Q before deciding whether to invest in our securities.
The pendency of our acquisition of OM may have an adverse effect on our business, financial condition, operating results and cash flows.
On March 19, 2026, we entered into the Purchase Agreement to acquire OM. The transaction (the “Acquisition”) is expected to close in the third fiscal quarter of 2026. All closing conditions and regulatory approvals have been satisfied. We have devoted, and will continue to devote, significant management and other internal resources towards the completion of the Acquisition and planning for integration. There can be no assurance that our business, financial condition, operating results, and cash flows will not be adversely affected, if the Acquisition is delayed or is not consummated. Further, even if the Acquisition is consummated, we may not realize the benefits to us that we currently anticipate from the Acquisition, including increasing our revenues and expanding our current product offerings. If we do not successfully integrate the operations of OM as currently anticipated, it could adversely affect our financial condition and results from operations.
We cannot guarantee that the Repurchase Program will be fully consummated or that it will enhance long-term stockholder value, and stock repurchases could increase the volatility of the price of our common stock.
Pursuant to the Repurchase Program authorized by our Board of Directors in May 2026, we are authorized to repurchase shares of our common stock, for up to $100.0 million, through various methods, including, but not limited to, open market, privately negotiated, or accelerated share repurchase transactions. The Repurchase Program may be suspended or discontinued at any time. We are not obligated to repurchase a specified number or dollar amount of shares, and the timing, manner, price, and actual amount of share repurchases will depend on a variety of factors, including stock price, market conditions, other capital allocation needs and opportunities, and corporate and regulatory considerations. The timing of repurchases pursuant to our Repurchase Program could affect our stock price and increase its volatility. We cannot guarantee that we will repurchase shares, and there can be no assurance that any share repurchases will enhance stockholder value because the stock price of our common stock may decline below the levels at which we effected repurchases.
The conflict between the United States, Israel, and Iran and related geopolitical instability may adversely affect our business.
In February 2026, the United States and Israel launched a coordinated military effort against Iran. Although we do not have material operations in the Middle East, the ongoing conflict and any further escalation, including additional military actions, retaliatory measures, sanctions, disruptions to trade or transportation routes, cyberattacks, or other governmental or market responses, has and could continue to lead to significant disruption of global energy supplies and increases in global energy prices, heighten inflationary pressures on our input costs and supply chain, adversely affect global supply chains, energy markets, commodity prices, currency exchange rates, financial markets and overall macroeconomic conditions, and adversely impact customer spending patterns in markets in which we operate. While the conflicts between the United States, Israel, and Iran may have an effect on our business, financial condition and results of operations, we are unable to predict the extent or nature of these impacts at this time.
Dollar amounts are in millions except per share amounts or as otherwise specified.
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Item 6. Exhibits.
Exhibit
Number
Exhibit Description
10.1+ Amendment No. 2 to the Embecta Corp. 2022 Employee and Director Equity-Based Compensation Plan
10.2 Agreement for the Sale and Purchase of Owen Mumford Holdings Limited, dated March 19, 2026, among Embecta Corp. and the Sellers listed in Schedule 1 thereto (Incorporated by reference to the Company's Current Report on Form 8-K filed on March 20, 2026 )
31.1* Certification of Chief Executive Officer, pursuant to SEC Rule 13a–14(a)
31.2* Certification of Chief Financial Officer, pursuant to SEC Rule 13a–14(a)
32.1** Certification of Chief Executive Officer, pursuant to Rule 13a–14(b) and Section 1350 of Chapter 63 of Title 18 of the U.S. Code
32.2** Certification of Chief Financial Officer, pursuant to Rule 13a–14(b) and Section 1350 of Chapter 63 of Title 18 of the U.S. Code
101* The following materials from this report, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial Statements.
104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Filed herewith
** Furnished herewith
(+) Management contract or compensatory plan or arrangement
Dollar amounts are in millions except per share amounts or as otherwise specified.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
EMBECTA CORP.
Date: May 5, 2026
By: /s/ Devdatt Kurdikar
Name: Devdatt Kurdikar
Title: President and Chief Executive Officer
(Principal Executive Officer)
Date: May 5, 2026
By: /s/ Jacob Elguicze
Name: Jacob Elguicze
Title: Senior Vice President, Chief Financial Officer
(Principal Financial Officer)
Date: May 5, 2026
By: /s/ Anthony Roth
Name: Anthony Roth
Title: Vice President, Controller and Chief Accounting Officer
(Principal Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.