What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-07 compared with 2026-05-05 · 120 added, 103 removed, 207 unchanged (52% of the section changed)

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

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

In May 2026, we completed the acquisition of Owen Mumford which accelerated our strategic transformation into a broad-based medical supplies company which provides drug delivery platforms to pharmaceutical companies and serves chronic care patients in the obesity, diabetes, autoimmune diseases and anaphylaxis markets.

The strategic opportunity for us is the following:

Accelerate growth of our B2B business in the fast-growing drug-delivery market with the Aidaptus auto-injector platform;

Globalize Owen Mumford’s existing medical-device portfolio using embecta’s commercial infrastructure in more than 100 countries;

Capture operational and commercial synergies through integration, cross-selling, channel expansion, and manufacturing optimization.

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

With the acquisition of Owen Mumford, we now have a diversified portfolio that also includes auto-injector technology (notably the Aidaptus platform), safety lancets, and other chronic-care and pharmaceutical-services products.

Our pen needles are sterile, single-use, medical devices, designed to be used in conjunction with pen injectors that inject insulin or other diabetes medications.

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These trends may reduce our operating margins, which are only partially offset by our ability to differentiate our products and sell at higher prices.

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

Commoditization of Injection Devices.

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

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

competitive pricing to take advantage of the uncertain global trade environment and transition customers away from global manufacturers, all of which may impact the Company’s business and operations.

These tariffs may cause foreign governments and private purchasers to consider transitioning away from products originating from certain countries (including the U.S.) in favor of buying “local” products resulting in the additional possibility that local manufacturers, brands and other competitors may engage in aggressive competitive pricing to take advantage of the uncertain global trade environment and transition customers away from global manufacturers, all of which may impact the Company’s business and operations.

Changes in Clinical Practice.

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We continue to monitor global conflicts, including activity in the Middle East and Houthi attacks on commercial shipping vessels and other naval vessels, and the associated sanctions and other restrictions.

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

As of August 7, 2026 , there is no material impact to our business operations and financial performance as a result of the aforementioned conflicts.

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

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

On March 19, 2026, we 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, we 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.

The transaction is expected to close within the third fiscal quarter of 2026.

In May 2026, the Company announced that the Board 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.

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.

In May 2026, we initiated a review of our cost structure and organizational footprint.

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

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

We 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.

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 May 2026, we announced that our 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 us to acquire any particular amount of common stock and may be suspended or terminated at any time at our discretion.

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 was paid on June 15, 2026 to stockholders of record as of May 28, 2026.

In May 2026, we initiated a review of our cost structure and organizational footprint which entails aligning company wide commercial activities, exploring opportunities to expand the global reach of the Owen Mumford product portfolio, and taking advantage of scale to negotiate reduced costs.

Results of Operations

Our unaudited Condensed Consolidated Statements of (Loss) Income are as follows:

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

Our unaudited Condensed Consolidated Statements of Income are as follows:

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

Revenues $ 271.7 $ 295.5 (8.1) % $ 754.7 $ 816.4 (7.6) %

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Income tax provision 6.5 26.7 (75.7) 34.9 38.3 (8.9)

Net (Loss) Income $ (4.1) $ 23.5 (117.4)% $ 40.0 $ 23.5 70.2 %

Net (Loss) Income per common share:

Net Income $ 21.1 $ 45.5 (53.6)% $ 61.1 $ 69.0 (11.4) %

Net Income per common share:

Basic $ 0.36 $ 0.78 (53.8)% $ 1.04 $ 1.18 (11.9) %

Diluted $ 0.36 $ 0.78 (53.8)% $ 1.03 $ 1.18 (12.7) %

Three Months Ended March 31, 2026 Summary (on a comparative basis)

Key financial results for the three months ended March 31, 2026 were as follows:

Three Months Ended June 30, 2026 Summary (on a comparative basis)

Key financial results for the three months ended June 30, 2026 were as follows:

• Revenue decreased by $23.8 million to $271.7 million from $295.5 million;

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• Operating income decreased by $45.3 million to $48.7 million from $94.0 million;

• Net (loss) income decreased by $27.6 million to $(4.1) million from $23.5 million.

Six Months Ended March 31, 2026 Summary (on a comparative basis)

Key financial results for the six months ended March 31, 2026 were as follows:

• Net income decreased by $24.4 million to $21.1 million from $45.5 million.

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

Nine Months Ended June 30, 2026 Summary (on a comparative basis)

Key financial results for the nine months ended June 30, 2026 were as follows:

• Revenue decreased by $61.7 million to $754.7 million from $816.4 million;

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Gross profit as a percent of revenue was 58.7%, as compared to 63.5% in the prior year comparative period;

• Operating income increased by $26.7 million to $118.3 million from $91.6 million;

• Net income increased by $16.5 million to $40.0 million from $23.5 million.

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

Our revenues decreased by $37.2 million, or 14.4%, to $221.8 million for the three months ended March 31, 2026 as compared to revenues of $259.0 million for the three months ended March 31, 2025.

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

The decrease in revenues was driven by $39.3 million of unfavorable changes in volume, $3.6 million of unfavorable changes in price, and a $2.0 million decrease in contract manufacturing revenues.

This was partially offset by $7.7 million associated with the positive impact of foreign currency translation primarily due to the weakening of the U.S.

Our revenues decreased by $37.9 million, or 7.3%, to $483.0 million for the six months ended March 31, 2026 as compared to revenues of $520.9 million for the six months ended March 31, 2025.

The decrease in revenues was driven by $40.2 million of unfavorable changes in volume, $7.3 million of unfavorable changes in price, and a $2.7 million decrease in contract manufacturing revenues.

• Operating income decreased by $18.6 million to $167.0 million from $185.6 million;

• Net income decreased by $7.9 million to $61.1 million from $69.0 million.

Our revenues decreased by $23.8 million, or 8.1%, to $271.7 million for the three months ended June 30, 2026 as compared to revenues of $295.5 million for the three months ended June 30, 2025.

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

The decrease in revenues was primarily driven by $20.1 million of unfavorable changes in price, $19.9 million of unfavorable changes in volume and a $0.1 million decrease in contract manufacturing revenue.

This was partially offset by the $13.8 million of contribution of Owen Mumford revenues and $2.5 million associated with the positive impact of foreign currency translation primarily due to the weakening of the U.S.

Our revenues decreased by $61.7 million, or 7.6%, to $754.7 million for the nine months ended June 30, 2026 as compared to revenues of $816.4 million for the nine months ended June 30, 2025.

The decrease in revenues was primarily driven by $60.0 million of unfavorable changes in volume, $27.4 million of unfavorable changes in price, and a $2.9 million decrease in contract manufacturing revenue.

This was partially offset by $14.8 million associated with the positive impact of foreign currency translation primarily due to the weakening of the U.S.

dollar and by the $13.8 million contribution of Owen Mumford revenues.

Cost of products sold

Cost of products sold decreased by $0.9 million, or 0.9%, to $94.0 million for the three months ended March 31, 2026 as compared to $94.9 million for the three months ended March 31, 2025.

Cost of products sold as a percentage of revenues was 42.4% for the three months ended March 31, 2026 as compared to 36.6% for the three months ended March 31, 2025.

The decrease in cost of products sold for the three month comparative period was primarily driven by lower volumes, as well as the impact of net changes from profit in inventory adjustments period over period.

This was partially offset by an increase due to a shift in product mix in the current period as compared to the prior period.

Cost of products sold decreased by $6.2 million, or 3.1%, to $193.5 million for the six months ended March 31, 2026 as compared to $199.7 million for the six months ended March 31, 2025.

Cost of products sold as a percentage of revenues was 40.1% for the six months ended March 31, 2026 as compared to 38.3% in the six months ended March 31, 2025.

The decrease in cost of products sold for the six month comparative period was primarily driven by lower volumes, the impact of net changes from profit in inventory adjustments period over period, and by impairment charges recorded in the prior period to write down the carrying value of certain property and equipment with no comparable impairment charges in the current period.

This was partially offset by an increase due to a shift in product mix in the current period as compared to the prior period.

Cost of products sold increased by $20.0 million, or 20.3%, to $118.4 million for the three months ended June 30, 2026 as compared to $98.4 million for the three months ended June 30, 2025.

Cost of products sold as a percentage of revenues was 43.6% for the three months ended June 30, 2026 as compared to 33.3% for the three months ended June 30, 2025.

The increase in cost of products sold for the three month comparative period was primarily driven by additional cost of products sold from Owen Mumford during the third quarter, as well as the impact of net changes from profit in inventory adjustments period over period.

Cost of products sold increased by $13.8 million, or 4.6%, to $311.9 million for the nine months ended June 30, 2026 as compared to $298.1 million for the nine months ended June 30, 2025.

Cost of products sold as a percentage of revenues was 41.3% for the nine months ended June 30, 2026 as compared to 36.5% in the nine months ended June 30, 2025.

The increase in cost of products sold for the nine month comparative period was primarily driven by additional cost of products sold from Owen Mumford during the third quarter, as well as the impact of net changes from profit in inventory adjustments period over period.

Selling and administrative expenses

Selling and administrative expenses decreased by $3.4 million, or 4.3%, to $76.2 million for the three months ended March 31, 2026 as compared to $79.6 million for the three months ended March 31, 2025.

Selling and administrative expenses decreased by $6.9 million, or 4.3%, to $153.8 million for the six months ended March 31, 2026 as compared to $160.7 million for the six months ended March 31, 2025.

The decrease for both the three and six month comparative periods was primarily driven by lower compensation expense in the applicable current periods.

Research and development expenses

Research and development expenses decreased by $2.6 million, or 32.5%, to $5.4 million for the three months ended March 31, 2026 as compared to $8.0 million for the three months ended March 31, 2025.

Research and development expenses decreased by $18.3 million, or 64.7%, to $10.0 million for the six months ended March 31, 2026 as compared to $28.3 million for the six months ended March 31, 2025.

The decrease for both the three and six month comparative periods was primarily driven by expenses incurred in connection with the development and subsequent discontinuance of our insulin patch pump program in the prior year.

Selling and administrative expenses decreased by $5.8 million, or 6.9%, to $78.6 million for the three months ended June 30, 2026 as compared to $84.4 million for the three months ended June 30, 2025.

Selling and administrative expenses decreased by $12.7 million, or 5.2%, to $232.4 million for the nine months ended June 30, 2026 as compared to $245.1 million for the nine months ended June 30, 2025.

The decrease for both the three and nine month comparative periods was primarily driven by lower compensation expense in the applicable current periods, partially offset by additional selling and administrative expenses from Owen Mumford in the current periods.

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

Research and development expenses

Research and development expenses increased by $1.2 million, or 27.3%, to $5.6 million for the three months ended June 30, 2026 as compared to $4.4 million for the three months ended June 30, 2025.

Research and development expenses decreased by $17.1 million, or 52.3%, to $15.6 million for the nine months ended June 30, 2026 as compared to $32.7 million for the nine months ended June 30, 2025.

The increase for the three month comparative period was primarily driven by additional research and development expenses from Owen Mumford during the third quarter.

The decrease for the nine month comparative period was primarily driven by expenses incurred in connection with the development and subsequent discontinuance of our insulin patch pump program in the prior year, partially offset by additional research and development expenses from Owen Mumford in the current period.

Other operating expense, net

Other operating expense, net 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

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

• Acquisition-related costs associated with the pending acquisition of Owen Mumford.

• Acquisition-related costs associated with the acquisition of Owen Mumford.

Interest expense, net

Interest expense, net decreased by $4.1 million to $22.6 million for the three months ended March 31, 2026 as compared to $26.7 million for the three months ended March 31, 2025.

Interest expense, net decreased by $7.9 million to $46.7 million for the six months ended March 31, 2026 as compared to $54.6 million for the six months ended March 31, 2025.

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

Interest expense, net decreased by $2.7 million to $23.9 million for the three months ended June 30, 2026 as compared to $26.6 million for the three months ended June 30, 2025.

Interest expense, net decreased by $10.6 million to $70.6 million for the nine months ended June 30, 2026 as compared to $81.2 million for the nine months ended June 30, 2025.

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

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

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Other income (expense), net

Other income (expense), net was $(2.9) million and $(0.4) million for the three months ended March 31, 2026 and 2025, respectively.

Other income (expense), net was $(3.2) million and $(1.9) million for the six months ended March 31, 2026 and 2025, respectively.

The decrease for both the three and six month comparative periods was primarily attributed to unfavorable impacts from foreign exchange.

Other income (expense), net was $2.8 million and $4.8 million for the three months ended June 30, 2026 and 2025, respectively.

Other income (expense), net was $(0.4) million and $2.9 million for the nine months ended June 30, 2026 and 2025, respectively.

The decrease for both the three and nine month comparative periods was primarily attributed to unfavorable impacts from foreign exchange.

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

Income tax provision

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 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 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.

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

LIQUIDITY AND CAPITAL RESOURCES

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

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

Term Loan $ 641.8

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

Term Loan due March 2029 $ 639.4

5.00% Notes due February 2030 500.0

6.75% Notes due February 2030 200.0

Revolving Credit Facility due March 2027 129.9

Total principal debt issued $ 1,469.3

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Long-term debt $ 1,315.7

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

Certain measures relating to our total debt outstanding as of March 31, 2026 were as follows:

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

Certain measures relating to our total debt outstanding as of June 30, 2026 were as follows:

Total debt $ 1,455.1

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

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

As of June 30, 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.

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.

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

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

As discussed in Part II, Item 5.

Other Information within this Form 10-Q, on August 6, 2026, we entered into the First Amendment to our Credit Agreement which, 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 to December 30, 2028.

The more stringent covenants contained in the amended Credit Agreement may make it more difficult for us to successfully execute our business strategy, invest in our growth strategy, and compete against companies that are not subject to such restrictions.

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

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

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

Such repurchases or exchanges, if any, will depend upon various factors existing at the time, including prevailing market conditions, our liquidity requirements, contractual restrictions and other factors , and there can be no assurance as to which, if any, of these alternatives, or combination thereof, we may choose to pursue in the future.

For additional information related to the Company's debt related activities, refer to Note 13 within the Notes to Condensed Consolidated Financial Statements within this Form 10-Q.

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

In May 2026, the Company announced that the Board approved a three-year $100.0 million stock repurchase authorization 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.

For additional information related to the Company's debt related activities, refer to Note 13, Long-Term Debt within the Notes to Condensed Consolidated Financial Statements within this Form 10-Q.

In May 2026, we announced that our Board of Directors approved a three-year $100.0 million stock repurchase authorization of common stock in accordance with applicable securities laws.

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

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

We constructively retired the shares of common stock we 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.

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.

Maturities of our finance lease and operating lease liabilities as of March 31, 2026 by fiscal year are as follows:

The dividend was paid on June 15, 2026 to stockholders of record as of May 28, 2026.

Maturities of our finance lease and operating lease liabilities as of June 30, 2026 by fiscal year are as follows:

Finance Lease Operating Leases Total

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Total lease payments $ 44.8 $ 18.5 $ 63.3

For additional information related to our leases, refer to Note 19 within the Notes to Condensed Consolidated Financial Statements of this Form 10-Q.

For additional information related to our leases, refer to Note 20, Leases within the Notes to Condensed Consolidated Financial Statements of this Form 10-Q.

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, 2025, 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, 2025, resulting in derecognition of the receivables from the Company's Condensed Consolidated Balance Sheets.

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

The cash received on the sale of trade receivables during the six months ended March 31, 2025 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.

Pending Acquisition

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

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.

Access to Capital and Credit Ratings

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

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

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

For additional information related to the trade receivables sale agreement, refer to Note 17, Receivables Sale Agreement within the Notes to Condensed Consolidated Financial Statements of this Form 10-Q.

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

Cash and equivalents and restricted cash were $193.4 million as of March 31, 2026 as compared to $228.6 million as of September 30, 2025.

Owen Mumford Acquisition

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

We 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.

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.

Access to Capital and Credit Ratings

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

Our current Moody's Investors Services credit rating is B3 and our Standard & Poor's Rating Services credit rating is B.

Cash and equivalents and restricted cash were $218.2 million as of June 30, 2026 as compared to $228.6 million as of September 30, 2025.

The primary uses of cash that contributed to the $10.4 million decrease were:

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Cash provided by operating activities 90.1

Cash provided by investing activities 9.0

Cash used for financing activities (93.1)

Cash used for investing activities (120.5)

Cash provided by financing activities 19.3

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

March 31, 2026 Cash and equivalents and restricted cash balance $ 193.4

June 30, 2026 Cash and equivalents and restricted cash balance $ 218.2

Net cash provided by operating activities was primarily attributable to:

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

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

The change in income and other net taxes payable is primarily attributed to timing of required tax payments.

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

Net cash provided by investing activities for the six months ended March 31, 2026 was comprised of proceeds from the sale of certain intellectual property rights and long-lived assets of $10.1 million offset by capital expenditures of $1.1 million to support our business and operations.

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

Net cash used for financing activities was primarily attributable to:

Net cash used for investing activities for the nine months ended June 30, 2026 was driven by cash paid, net of cash acquired, of $128.4 million to consummate the acquisition of Owen Mumford and capital expenditures of $2.2 million to support our business and operations.

This was offset by proceeds from the sale of certain intellectual property rights and long-lived assets of $10.1 million.

Net cash provided by financing activities was primarily attributable to:

Dividend payments $ (18.4)

Change in unremitted cash collections from servicing factored receivables 5.4

Payments on long-term debt (77.4)

Proceeds on drawdown of revolving credit facility 180.0

Payments on revolving credit facility (50.1)

Repurchases of common stock (8.7)

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

Payments on finance lease (1.2)

Net cash used for financing activities $ (93.1)

Net cash provided by financing activities $ 19.3

Contractual Obligations

Our contractual obligations as of March 31, 2026, which require material cash requirements in the future, consist of purchase obligations and lease obligations.

Our contractual obligations as of June 30, 2026, which require material cash requirements in the future, consist of purchase obligations and lease obligations.

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

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

As of March 31, 2026, there have been no material changes to our contractual obligations outside the ordinary course of business other than the Purchase Agreement entered into to acquire OM for an upfront cash payment of £100 million at closing (subject to customary adjustments, including for closing net cash), and 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.

As of June 30, 2026, there have been no material changes to our contractual obligations outside the ordinary course of business.

Critical Accounting Policies

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

There have been no changes to our critical accounting policies as of March 31, 2026.

There have been no changes to our critical accounting policies as of June 30, 2026.

Cautionary Statements Regarding Forward-Looking Statements

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Forward-looking statements include those containing such words as “anticipates,” “believes,” "can," “could,” “estimates,” “expects,” “forecasts,” “goal,” “guidance,” “intends,” “may,” “outlook,” “plans,” "possible," “projects,” “seeks,” “sees,” “should,” “targets,” “will,” “would,” or other words of similar meaning.

All statements that reflect Embecta’s expectations, assumptions or projections about the future, other than statements of historical fact, are forward-looking statements, including, without limitation, forecasts relating to discussions of future operations and financial performance (including volume growth, pricing, sales and earnings per share growth and cash flows) and statements regarding Embecta’s strategy for growth, the Patch Pump Restructuring Plan, the 2025 Restructuring Plan, expectations related to the impact of incremental tariffs, brand transition, future product development, anticipated product and regulatory clearances, approvals, and launches, competitive position and expenditures.

All statements that reflect Embecta’s expectations, assumptions or projections about the future, other than statements of historical fact, are forward-looking statements, including, without limitation, forecasts relating to discussions of future operations and financial performance (including volume growth, pricing, sales and earnings per share growth and cash flows) and statements regarding Embecta’s strategy for growth, Embecta's stock repurchase plan, the impact of the OM acquisition, expectations related to the impact of incremental tariffs, brand transition, future product development, anticipated product and regulatory clearances, approvals, and launches, competitive position and expenditures.

Forward-looking statements are based upon our present intent, beliefs or expectations, are not guarantees of future performance and are subject to numerous risks, uncertainties, and changes in circumstances that are difficult to predict.

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Such risks and uncertainties include, but are not limited to:

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

• Competitive factors that could adversely affect Embecta’s operations, including adoption of new drug therapies for treatment of diabetes, new product introductions by Embecta’s competitors, the development of new technologies, lower cost producers that create pricing pressure, and consolidation resulting in companies with greater scale and market presence than Embecta.

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• Any failure by BD to perform its obligations under the various separation agreements entered into in connection with the Separation and distribution, including the cannula supply agreement.

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

• Any events that adversely affect the sale or profitability of Embecta’s products or the revenue delivered from sales to its customers, including if these customers reduce the amount of product that they purchase from Embecta, reduce the amount that they are willing to pay for such products, or increase charges to distribute such products.

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• The expected benefits of the Separation from BD.

• Risks associated with indebtedness and our use of indebtedness available to us.

• Risks associated with indebtedness and our use of indebtedness available to us, including risks due to restrictions contained in our amended Credit Agreement.

• The risk that ongoing dis-synergy costs, costs of restructuring and other costs incurred in connection with the Separation will exceed Embecta's estimates.

• The impact of the Separation on Embecta's businesses and the risk that the Separation, including brand transition timelines and efforts, may be more difficult, time-consuming or costly than expected, the impact on its resources, systems, including ERP, procedures and controls, diversion of management’s attention and the impact on relationships with customers, suppliers, employees and other business counterparties.

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

• Embecta’s ability to timely and successfully complete the brand transition, including any resulting regulatory delays of transferring or obtaining registrations and licenses in the “Embecta” name, interruptions in, or customer confusion from, the replacement and transfer of the rebranded product into the current commercialization, supply and distribution networks, or other issues arising out of system, supply chain logistics, administrative and adjudicative operations transitions in the end-to-end product flow and end-user access.

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• Embecta's ability to continue to return capital to our stockholders through the payment of cash dividends and/or the repurchase of our common stock.

• The risk that we may not complete strategic collaborative partnerships and acquisition opportunities, including the acquisition of OM, in the expected time frames and in a way that enable us to accelerate our growth or strategic collaborative opportunities that give us access to innovative technologies, complementary product lines, and new markets.

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

• Embecta's ability to integrate the acquired Owen Mumford business successfully into our business and achieve the expected benefits of the acquisition.

• Risks associated with the putative securities class action filed in June 2026 or any other litigation.

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

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

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis