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Item 1. Financial Statements

2026-08-07 compared with 2026-05-05 · 232 added, 141 removed, 480 unchanged (44% of the section changed)

Financial Statements.

Condensed Consolidated Statements of (Loss) Income

Condensed Consolidated Statements of Income

Embecta Corp.

Three Months Ended

March 31, Six Months Ended

June 30, Nine Months Ended

2026 2025 2026 2025

12 unchanged sentences

Income tax provision 6.5 26.7 34.9 38.3

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

Net (Loss) Income per common share:

Net Income $ 21.1 $ 45.5 $ 61.1 $ 69.0

Net Income per common share:

Basic $ 0.36 $ 0.78 $ 1.04 $ 1.18

2 unchanged sentences

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

Condensed Consolidated Statements of Comprehensive (Loss) Income

Condensed Consolidated Statements of Comprehensive Income

Embecta Corp.

Three Months Ended

March 31, Six Months Ended

June 30, Nine Months Ended

2026 2025 2026 2025

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

Net Income $ 21.1 $ 45.5 $ 61.1 $ 69.0

Other Comprehensive (Loss) Income, net of tax

2 unchanged sentences

Other Comprehensive (Loss) Income, net of tax $ ( 2.6 ) $ 25.0 $ ( 7.0 ) $ 9.5

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

Comprehensive Income $ 18.5 $ 70.5 $ 54.1 $ 78.5

See notes to the Unaudited Condensed Consolidated Financial Statements.

2 unchanged sentences

Embecta Corp.

March 31, 2026 September 30, 2025

June 30, 2026 September 30, 2025

Current Assets

2 unchanged sentences

Restricted cash 3.5 3.1

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)

Trade receivables, net (net of allowance for doubtful accounts of $ 2.6 million and $ 1.8 million as of June 30, 2026 and September 30, 2025, respectively)

Materials 64.3 50.0

6 unchanged sentences

Property, Plant and Equipment, Net 316.8 257.2

Goodwill and Intangible Assets

Intangible Assets, net 47.5 7.0

Goodwill 39.9 15.4

Deferred Income Taxes and Other Assets 156.0 179.9

17 unchanged sentences

Authorized - 250,000,000

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

Issued and outstanding - 56,659,599 as of June 30, 2026 and 58,496,113 as of September 30, 2025

Additional paid-in capital 83.6 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 )

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

Net Income — — — 45.5 — 45.5

4 unchanged sentences

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

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 )

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

Balance at April 1, 2026 59,327,677 $ 0.6 $ 88.0 $ ( 424.7 ) $ ( 290.0 ) $ ( 626.1 )

Net Income — — — 21.1 — 21.1

Other comprehensive (loss), net of taxes — — — — ( 2.6 ) ( 2.6 )

3 unchanged sentences

Issuance of shares related to stock-based compensation plans 16,504 — — — — —

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

Common stock repurchased ( 2,684,582 ) — ( 8.7 ) — — ( 8.7 )

Balance at June 30, 2026 56,659,599 $ 0.6 $ 83.6 $ ( 404.3 ) $ ( 292.6 ) $ ( 612.7 )

See notes to the Unaudited Condensed Consolidated Financial Statements.

3 unchanged sentences

Net Income — — — 69.0 — 69.0

Other comprehensive (loss), net of taxes — — — — ( 15.5 ) ( 15.5 )

Other comprehensive income, net of taxes — — — — 9.5 9.5

Stock-based compensation plans — — 22.1 — — 22.1

2 unchanged sentences

Issuance of shares related to stock-based compensation plans 765,842 — ( 5.7 ) — — ( 5.7 )

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

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

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 848,068 — ( 4.9 ) — — ( 4.9 )

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

Common stock repurchased ( 2,684,582 ) — ( 8.7 ) — — ( 8.7 )

Balance at June 30, 2026 56,659,599 $ 0.6 $ 83.6 $ ( 404.3 ) $ ( 292.6 ) $ ( 612.7 )

See notes to the Unaudited Condensed Consolidated Financial Statements.

2 unchanged sentences

Embecta Corp.

Six Months Ended

Nine Months Ended

Operating Activities

2 unchanged sentences

Depreciation and amortization 31.1 27.6

Amortization of inventory step-up 1.9 —

Amortization of debt issuance costs 5.2 6.5

15 unchanged sentences

Capital expenditures $ ( 2.2 ) $ ( 2.0 )

Owen Mumford acquisition, net of cash acquired ( 128.4 ) $ —

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

Net cash provided by (used for) investing activities $ 9.0 $ ( 1.6 )

Net cash used for investing activities $ ( 120.5 ) $ ( 2.0 )

Financing Activities

Payments on long-term debt $ ( 77.4 ) $ ( 112.2 )

Proceeds on drawdown of revolving credit facility 180.0 $ —

Payments on revolving credit facility ( 50.1 ) $ —

Payments related to tax withholding for stock-based compensation ( 4.9 ) ( 5.7 )

1 unchanged sentence

Dividend payments ( 18.4 ) ( 26.2 )

Change in unremitted cash collections from servicing factored receivables 5.4 —

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

Repurchases of common stock ( 8.7 ) —

Net cash provided by (used for) financing activities $ 19.3 $ ( 145.1 )

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

25 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 2025 Form 10-K.

Contingent Consideration Liabilities

For transactions accounted for as a business acquisition, contingent consideration liabilities may exist and these are recognized at the estimated fair value on the acquisition date.

Subsequent changes to the fair value of contingent consideration liabilities existing from business acquisitions are recognized in Other operating expense, net in the Consolidated Statements of Income.

See Note 3, Acquisition, and Note 18, Financial Instruments and Fair Value Measurements, for further information.

Retirement of Common Stock

When the Company decides to actually or constructively retire the shares of common stock it has repurchased it records the amount paid in excess of par value as a reduction in retained earnings, to the extent such recording does not reduce retained earning to an amount below zero.

In those instances in which such recording would reduce retained earnings below zero, it records the difference as a reduction in additional paid-in capital.

See Note 14, Stockholders' Equity, for further information.

Recently Adopted Accounting Standards

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

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

Recently Issued Accounting Standards Not Yet Adopted

6 unchanged sentences

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

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

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

10 unchanged sentences

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 — 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.

Owen Mumford Holdings Limited ("Owen Mumford")

On May 15, 2026, the Company acquired Owen Mumford, a UK-based innovator and manufacturer of medical devices and drug-delivery technologies.

This transaction is referred to as the OM acquisition.

Consideration Transferred

The OM acquisition was accounted for as a business combination.

Per the terms of the sale and purchase agreement, Owen Mumford was acquired for an upfront cash payment of £ 126.0 million, which included a payment for estimated acquired cash and equivalents.

The final purchase price is subject to a working capital adjustment to be finalized in a future period.

The Company will also make a payment of up to £ 50.0 million upon the achievement of certain commercial milestones related to sales of the Aidaptus® next-generation auto-injector platform which was accounted for at fair value on the acquisition date.

dollar equivalents, as of the acquisition date, for the upfront cash payment and potential future milestone payments were $ 169.9 million and $ 67.4 million, respectively.

($ in millions)

Cash consideration paid to Owen Mumford at closing $ 169.9

Fair value of contingent consideration, as of acquisition date 38.1

Aggregate purchase price consideration, as of acquisition date $ 208.0

The fair value of the contingent consideration recognized on the acquisition date was determined using the inputs disclosed in Note 18, Financial Instruments and Fair Value Measurements.

The Company reassesses its acquisition-related contingent consideration liabilities each quarter for changes in fair value.

As of the end of the third quarter of 2026, the final allocation of the consideration transferred to the assets acquired and the liabilities assumed remains in process.

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

The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the acquisition date:

($ in millions)

Cash and equivalents $ 41.4

Trade receivables, net 15.4

Inventories 34.5

Prepaid expenses and other 5.2

Property, Plant and Equipment, Net 89.0

Intangible Assets 41.4

Accounts payable, Accrued expenses, and Salaries, wages and related items ( 21.4 )

Deferred Income Taxes and Other Liabilities ( 21.9 )

Total identifiable net assets 183.6

Goodwill 24.4

Purchase Consideration $ 208.0

The acquired carrying values of cash and cash equivalents, accounts receivable, raw materials inventory, prepaid expenses and other, and accounts payable, accrued expenses, and other liabilities represented their fair values at the date of acquisition.

The fair value of finished goods inventories was determined based on its net realizable value based on the estimated selling price adjusted for cost of the selling effort and reasonable profit allowance for the selling effort.

The fair value of the identifiable intangible assets was determined primarily using the “income approach,” which requires a forecast of the expected future cash flows (including net revenue, cost of sales, operating expenses) and the appropriate discount rate.

The Company is still in process of allocating fair value to the identifiable intangible asset components.

The Company expects to complete this process no later than twelve months after the closing of this transaction.

Preliminary useful lives for definite lived intangibles range from 12 to 13 years.

The fair value measurement of contingent consideration arising from the transaction was determined via a probability-weighted cash flow using a Monte Carlo simulation model which was then discounted to present value.

Refer to Note 18, Financial Instruments and Fair Value Measurements, for further information.

The excess of the consideration paid over the fair value of the net assets acquired was recorded as goodwill.

The goodwill recognized upon acquisition is not deductible for income tax purposes.

Revenues associated with Owen Mumford during the period from May 15, 2026 through June 30, 2026 were $ 13.8 million.

Operating results during the period from May 15, 2026 through June 30, 2026 were not material.

Pro Forma Financial Information

The following table presents the unaudited pro forma condensed combined results of the Company and Owen Mumford for the three and nine months ended June 30, 2026 as if the OM acquisition had occurred on October 1, 2024.

($ in millions) Three Months Ended

June 30, 2026 Nine Months Ended

June 30, 2026

Revenues $ 282.8 $ 809.3

Net income 22.8 53.0

The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting and was based on the historical financial information of the Company and Owen Mumford.

In order to reflect the occurrence of the acquisition on October 1, 2024 as required, the unaudited pro forma financial information includes adjustments to reflect amortization expense of the identifiable intangible assets acquired, accretion expense related to contingent consideration, additional interest expense associated with the issuance of debt to finance the acquisition and the tax impact of each of the aforementioned adjustments.

The unaudited pro forma financial information is not necessarily indicative of what the consolidated results of operations would have been had the OM acquisition been completed on October 1, 2024.

In addition, the unaudited pro forma financial information is not a projection of future results of operations of the combined company nor does it reflect the expected realization of any synergies or cost savings associated with the acquisition.

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

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

As of June 30, 2026, $ 8.8 million was in Trade receivables, net and $ 20.1 million was in Accounts payable.

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

4 unchanged sentences

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

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.

Charges incurred related to the restructuring programs for the three and nine month periods ended June 30, 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

Three Months Ended June 30, 2025 Nine Months Ended June 30, 2025

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

6 unchanged sentences

Non-employee related costs are associated with termination of contracts and long-lived asset impairments are discussed further in Note 18.

The restructuring reserve balances as of March 31, 2026 and September 30, 2025 were not material to the Company’s Condensed Consolidated Financial Statements.

The restructuring reserve balances as of June 30, 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 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,

The following table presents the income and expenses recorded for the three and nine months ended June 30, 2026 and 2025:

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

2026 2025 2026 2025

10 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 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.

For both the three and nine months ended June 30, 2026 and 2025, the Company recognized costs associated with the amortization of cloud computing arrangements which is further discussed in Note 12.

For the nine months ended June 30, 2026 and three and nine months ended 2025, the Company recognized costs associated with the discontinuation of the patch pump program which is further discussed in Note 5.

During the nine months ended June 30, 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 nine months ended June 30, 2026, the Company recognized acquisition-related costs associated with the acquisition of Owen Mumford.

Note 7 — Contingencies

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.

On June 17, 2026, a putative securities class action, Apitz-Grossman v.

Embecta Corp., et al., No.

2:26-cv-07217, was filed in the United States District Court for the District of New Jersey against the Company and certain of its officers.

The complaint purports to be brought on behalf of purchasers of the Company’s common stock between November 25, 2025 and May 4, 2026, and asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5 thereunder.

The complaint alleges that the defendants made materially false and misleading statements and omissions concerning its fiscal year 2026 revenue guidance.

The Company believes the claims are without merit and intends to defend the action vigorously.

Given the preliminary stage of the matter, the Company cannot predict the outcome or reasonably estimate a range of potential loss, if any.

Note 8 — Revenues

2 unchanged sentences

End-users of the Company’s products include healthcare institutions, physicians, life science researchers, clinical laboratories, the pharmaceutical industry, and the general public.

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

Measurement of Revenues

4 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.

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.

The Company’s liability attributed to variable consideration at June 30, 2026 and September 30, 2025 was $ 159.4 million and $ 113.7 million, respectively.

Sales deductions recorded as a reduction of gross revenues for the three months ended June 30, 2026 and 2025 were $ 157.2 million and $ 143.0 million, respectively.

Sales deductions recorded as a reduction of gross revenues for the nine months ended June 30, 2026 and 2025 were $ 473.9 million and $ 436.3 million, respectively.

Disaggregation of Revenues

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The Company has distribution agreements with regional or national distributors (including wholesalers and medical suppliers) to ensure broad availability of its products as well as a direct sales force in certain countries and regions around the world.

In the United States and Canada, the Company utilizes its key account managers that call on payers, retailers, wholesalers and institutional customers, and field-based territory managers that call on health care providers and pharmacies.

In the United States and Canada, the Company utilizes its key account managers that call on payers, retailers, wholesalers and institutional customers, business-to-business ("B2B") customers and field-based territory managers that call on health care providers and pharmacies.

In certain markets within Europe, the Company has dedicated sales representatives and in certain regions of the Middle East and Africa, the Company has distribution agreements.

2 unchanged sentences

The Company disaggregates its revenue by geography and product line as management believes these categories best depict how the nature, amount, and timing of revenues and cash flows are affected by economic factors.

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

Revenues by geographic region are as follows:

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

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

2026 2025 2026 2025

3 unchanged sentences

Total $ 271.7 $ 295.5 $ 754.7 $ 816.4

(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.

(1) For the three and nine months ended June 30, 2026 and 2025, no individual country outside of the United States generated net revenues that represented more than 10.0% of total revenues.

Revenues by product line are as follows:

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

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

2026 2025 2026 2025

5 unchanged sentences

Total $ 271.7 $ 295.5 $ 754.7 $ 816.4

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

(2) Other includes product sales for Owen Mumford products, swabs and other accessories.

Note 10 — Stock-Based Compensation

Stock-Based Compensation Expense

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,

Total stock-based compensation expense for the three and nine months ended June 30, 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 June 30, Nine months ended June 30,

2026 2025 2026 2025

5 unchanged sentences

Tax benefit associated with stock-based compensation costs recognized $ 0.5 $ 0.9 $ 2.0 $ 3.1

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,

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, 2026 and 2025:

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

2026 2025 2026 2025

3 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 and six months ended March 31, 2026 and 2025:

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

The following table summarizes the Company's total stock-based compensation expense by award type for the three and nine months ended June 30, 2026 and 2025:

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

2026 2025 2026 2025

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Time Vested Restricted Stock Units ("TVUs")

During the six months ended March 31, 2026 , Embecta granted 2,051,995 restricted stock units ("RSUs") in the form of TVUs to employees.

During the nine months ended June 30, 2026 , Embecta granted 3,430,747 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 March 31, 2026 and changes during the six months ended March 31, 2026 are as follows:

A summary of TVUs outstanding as of June 30, 2026 and changes during the nine months ended June 30, 2026 are as follows:

TVUs (in thousands) Weighted Average Grant Date Fair Value

3 unchanged sentences

Forfeited, canceled or expired ( 351.4 ) 15.14

Nonvested at March 31 2,972.0 $ 14.44

Expected to vest at March 31 2,808.9 $ 14.44

Nonvested at June 30 4,179.3 $ 10.74

Expected to vest at June 30 3,957.3 $ 10.75

*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 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.

The weighted average grant date fair value of TVUs granted during the nine months ended June 30, 2026 is $ 8.61 and the total fair value of TVUs vested during the nine months ended June 30, 2026 is $ 19.0 million.

At June 30, 2026, the weighted average remaining vesting term of TVUs is 1.8 years.

Performance Based Restricted Stock Units ("PSUs")

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.

During the nine months ended June 30, 2026 , Embecta granted 1,297,854 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.

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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 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.

As of June 30, 2026 , there were 428,377 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 March 31, 2026 and changes during the six months ended March 31, 2026 are as follows:

A summary of PSUs outstanding as of June 30, 2026 and changes during the nine months ended June 30, 2026 are as follows:

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

3 unchanged sentences

Forfeited, canceled or expired ( 152.5 ) 9.40

Nonvested at March 31 1,213.4 $ 10.97

Expected to vest at March 31 1,146.6 $ 11.79

Nonvested at June 30 1,102.2 $ 9.40

Expected to vest at June 30 1,064.2 $ 11.78

*Includes accumulated nonvested dividend equivalents

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

At June 30, 2026, the weighted average remaining vesting term of PSUs is 1.6 years.

Stock Appreciation Rights

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:

A summary of stock appreciation rights ("SARs") outstanding as of June 30, 2026 and changes during the nine months ended June 30, 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 ( 865.5 ) 29.31

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 $ —

Balance at June 30 577.8 $ 29.11 5.1 $ —

Vested and expected to vest at June 30 577.8 29.11 5.1 $ —

Exercisable at June 30 577.8 $ 29.11 5.1 $ —

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

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

No SARs w ere exercised during the nine months ended June 30, 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 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.

The amount of unrecognized compensation expense for all non-vested stock-based awards granted as of June 30, 2026, is approximately $ 33.3 million which is expected to be recognized over a weighted-average remaining life of approximately 1.7 years.

At June 30, 2026, 3.6 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 11 — Goodwill and Other Intangible Assets

Goodwill and Other Intangible Assets consisted of:

March 31, 2026 September 30, 2025

Note 11 — Goodwill and Intangible Assets

Goodwill and Intangible Assets consisted of:

June 30, 2026 September 30, 2025

Amortized intangible assets

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Total amortized intangible assets $ 6.1 $ 7.0

Acquired definite lived intangible assets of Owen Mumford 27.6 —

Acquired indefinite lived intangible assets of Owen Mumford 13.8 —

Goodwill 39.9 15.4

Total Goodwill and Other Intangible Assets $ 21.9 $ 22.4

Total Goodwill and Intangible Assets $ 87.4 $ 22.4

During the three months ended June 30, 2026, the Company recognized $ 24.4 million of goodwill in connection with the OM acquisition.

See Note 3, Acquisition for further information.

Note 12 — Cloud Computing Arrangements

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

March 31, 2026 September 30, 2025

June 30, 2026 September 30, 2025

Short-term portion

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$ 47.9 $ 54.9

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,

Costs amortized during the three and nine months ended June 30, 2026 and 2025 are included in Other operating expense, net and were as follows:

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

2026 2025 2026 2025

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$ 2.6 $ 2.6 $ 7.8 $ 7.8

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

As of June 30, 2026, cloud computing arrangement assets in-service have remaining useful lives of up to six years .

Note 13 — Long-Term Debt

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Such quarterly principal payments are calculated as 0.25 % of the initial principal amount, with the remaining balance payable upon maturity;

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

• a Revolving Credit Facility (the "Revolving Credit Facility") in an aggregate principal amount of up to $ 500.0 million, with a five -year term that matures in March 2027.

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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 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.

As of June 30, 2026, $ 129.9 million has been drawn on the Revolving Credit Facility.

• See Note 21 for a description of amendments to the Credit Agreement effective August 6, 2026.

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 March 31, 2026, we were in compliance with all of such covenants.

As of June 30, 2026, the Company was 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 March 31, 2026:

The following is a summary of Embecta's total debt outstanding as of June 30, 2026:

Term Loan due March 2029 $ 639.4

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6.75 % Notes due February 2030

Revolving Credit Facility due March 2027 129.9

Total principal debt issued $ 1,469.3

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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 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 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.

During the nine months ended June 30, 2026, the Company recorded approximately $ 5.2 million of amortization on deferred debt issuance costs and discounts.

During the nine months ended June 30, 2026 , the Company made interest payments of $ 56.3 million on debt outstanding.

The weighted-average interest rate on total borrowings as of June 30, 2026 is 6.1 %.

During the nine months ended June 30, 2026, the Company paid an aggregate principal amount of approximately $ 77.4 million on the Term Loan, of which $ 70.3 million was discretionary.

During the nine months ended June 30, 2026, the Company drew down $ 180.0 million on its Revolving Credit Facility and repaid an aggregate principal amount of approximately $ 50.1 million.

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

The estimated fair value of debt at June 30, 2026 was $ 1,186.2 million compared with a carrying value (which includes a reduction for unamortized debt issuance costs and discounts) of $ 1,455.1 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 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:

Note 14 — Stockholders' Equity

Stock Repurchase Program and Common Stock Retirement

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.

Pursuant to the Repurchase Program, the Company repurchased 2.7 million shares of its common stock for $ 8.7 million during the three and nine months ended June 30, 2026.

The Company constructively retired the shares of common stock it had repurchased by recording amounts paid in excess of the $ 0.01 par value of each share as a reduction in additional paid-in capital.

Note 15 — Earnings Per Share

The calculation of Earnings per basic and diluted common share for the three and nine months ended June 30, 2026 and 2025 was as follows:

Three Months Ended

March 31, Six Months Ended

June 30, Nine Months Ended

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

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

Net Income $ 21.1 $ 45.5 $ 61.1 $ 69.0

Basic weighted average number of shares outstanding 58,479 58,490 58,856 58,239

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Diluted weighted average shares outstanding 58,512 58,495 59,580 58,721

(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

Earnings per common share - Basic $ 0.36 $ 0.78 $ 1.04 $ 1.18

Earnings per common share - Diluted $ 0.36 $ 0.78 $ 1.03 $ 1.18

Antidilutive Shares (millions) 3.3 4.3 1.3 2.5

(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.

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.

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 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 effective tax rates were 23.6 % and 37.0 % for the three months ended June 30, 2026 and 2025, respectively.

The decrease 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 36.4 % and 35.7 % for the nine months ended June 30, 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.

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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 the Company's provision for income taxes for the three and six month periods ended March 31, 2026 and 2025.

The global minimum tax rules did not have a material impact to the Company's provision for income taxes for the three and nine month periods ended June 30, 2026 and 2025.

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

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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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.

OBBBA did not have a material impact to the Company's provision for income taxes for the three and nine month periods ended June 30, 2026 and 2025.

Note 17 — 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.

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.

In connection with the Company's receivables sale agreement, $ 167.2 million of trade receivables were sold during the nine months ended June 30, 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 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.

The cash received on the sale of trade receivables during the nine months ended June 30, 2026 is presented in changes in trade receivables, net within operating activities in the Condensed Consolidated Statement of Cash Flows.

Note 18 — Financial Instruments and Fair Value Measurements

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

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

June 30, 2026 September 30, 2025

Cash and equivalents

3 unchanged sentences

$ 218.2 $ 228.6

Cash and equivalents as of March 31, 2026 includes cash held in money market funds and other cash equivalents.

Cash and equivalents as of June 30, 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 $ 0.7 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 .

Interest income on Cash and equivalents during the three and nine months ended June 30, 2026 and 2025 is included in Interest expense, net and was as follows:

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

2026 2025 2026 2025

Interest income

$ 0.8 $ 1.5 $ 2.4 $ 4.6

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, in part, through the use of forward contracts.

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

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

Hedge Designation June 30, 2026 September 30, 2025

Foreign exchange contracts (a)

Undesignated $ 95.2 $ 9.7

Foreign exchange contracts (b)

Undesignated 167.9 —

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

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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 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.

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.

$ 6.3 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 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.

Two of the Company’s customers represented at least 10.0% of total gross revenues individually and, in the aggregate, represented approximately 26.0 % for the three months ended June 30, 2026, and two of the Company's customers represented at least 10.0% of total gross revenues individually and, in the aggregate, represented approximately 27.1 % of total revenues for the nine months ended June 30, 2026.

One of the Company's customers represented at least 10.0% of total gross trade receivables individually and represented approximately 18.1 % as of June 30, 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.

Contingent Consideration

The fair value measurement of contingent consideration arising from business combinations is determined via probability-weighted cash flows using a Monte Carlo simulation model, which are then discounted to present value.

These inputs may include:

(i) the estimated amount and timing of projected cash flows, (ii) the probability of the achievement of the factor(s) on which the contingency is based and (iii) the risk-adjusted discount rate used to present value the probability-weighted cash flows.

Significant increases or decreases in any of those inputs in isolation could result in a significantly higher or lower fair value measurement.

At June 30, 2026, the fair value measurements of acquisition-related contingent consideration were determined using a discount rate of 16.0 %.

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

The following table presents a reconciliation of contingent consideration measured on a recurring basis using significant unobservable inputs (Level 3):

($ in millions) June 30, 2026

Beginning balance as of October 1 $ —

Owen Mumford acquisition 38.1

Accretion and changes in fair value in interest expense, net 0.8

Ending balance 1

1 As of June 30, 2026, $ 10.0 million and $ 28.9 million were recorded in Accrued expenses and Deferred Income Taxes and Other Liabilities , respectively.

Note 19 — Property, Plant and Equipment

Property, Plant and Equipment, Net consisted of:

March 31, 2026 September 30, 2025

June 30, 2026 September 30, 2025

Land $ 11.7 $ 3.1

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The Company's operating leases primarily relate to its real estate leases that are not classified as finance leases.

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

Aggregate Lease Information

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

March 31, 2026 September 30, 2025

June 30, 2026 September 30, 2025

Finance Leases

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Lease costs incurred are as follows:

Three months ended March 31,

Nine months ended June 30,

(in millions) Classification 2026 2025

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Total lease cost $ 8.3 $ 7.9

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

Supplemental cash flow information related to leases for the nine months ended June 30, 2026 and 2025 were as follows:

June 30, 2026 June 30, 2025

Cash used for amounts included in the measurement of lease liabilities

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Operating cash flows from Finance Lease

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:

For both the three and nine months ended June 30, 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 June 30, 2026 by fiscal year are as follows:

Finance Leases Operating Leases Total

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Note 21 — Subsequent Events

Stock Repurchase Program

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.

On August 6, 2026, the Company entered into the First Amendment to First Lien Credit Agreement (the “First Amendment”), which amends the Credit Agreement.

The First Amendment, among other things, reduced the aggregate revolving credit commitments from $ 500 million to $ 310 million and extended the maturity of $ 210 million of the revolving credit commitments from March 31, 2027 to December 30, 2028, with the remaining $ 100 million of revolving credit commitments continuing to mature on March 31, 2027.

The amended Credit Agreement contains revised financial covenants and certain additional restrictions on the Company and its subsidiaries that are more restrictive than those contained in the existing Credit Agreement.

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