Embecta Corp. 10-Q

Item 5. Other Information. Entry into a Material Definitive Agreement. On August 6, 2026, the Company, the other co-borrowers party thereto, the guarantors party thereto, the lenders party thereto, each L/C Issuer party thereto, and Morgan Stanley Senior Funding, Inc. (“Morgan Stanley”), as administrative agent and collateral agent, entered into the First Amendment to First Lien Credit Agreement (the “First Amendment”), which amends that certain First Lien Credit Agreement, dated as of March 31, 2022 (as amended, restated, supplemented or modified prior to the date of the First Amendment, the “Existing Credit Agreement” and, as amended by the First Amendment, the “Amended Credit Agreement”), among, among others, the Company, the lenders from time to time party thereto, and Morgan Stanley, as administrative agent, collateral agent and an L/C Issuer. The First Amendment effects an extension of a portion of the revolving credit commitments under the Existing Credit Agreement. In connection therewith, the First Amendment provides for, among other things: Reduction of Revolving Credit Commitments. Following the effectiveness of the First Amendment, the aggregate revolving credit commitments under the Amended Credit Agreement have been reduced from $500 million to $310 million. Extension of a Portion of the Revolving Commitments. Following the effectiveness of the First Amendment, $210 million of the revolving credit commitments will mature on December 30, 2028 and $100 million of the revolving credit commitments will continue to mature on March 31, 2027. Interest Rates and Fees. Revolving credit loans under the extended tranche of revolving credit commitments will bear interest at a rate per annum equal to, at the Company’s option, (a) Term SOFR plus 3.50% for SOFR Loans or (b) the Alternate Base Rate plus 2.50% for ABR Loans (compared to interest at a rate per annum equal to, at the Company’s option, (i) Term SOFR plus 3.00% for SOFR Loans or (ii) the Alternate Base Rate plus 2.00% for ABR Loans for revolving credit loans under the non-extended tranche of revolving credit commitments). Dollar amounts are in millions except per share amounts or as otherwise specified. 38 Table of Contents Financial Covenants. The Amended Credit Agreement includes, with respect to the revolving credit facility, (a) a maximum Consolidated First Lien Net Leverage Ratio covenant, stepping down from 4.75 to 1.00 through June 30, 2027 to 3.75 to 1.00 on and after April 1, 2028, and (b) a minimum Consolidated Interest Coverage Ratio covenant, stepping up from 2.50 to 1.00 through September 30, 2027 to 3.00 to 1.00 on and after January 1, 2028. The Company is also required to deliver monthly liquidity forecasts and account balance reports to the revolving lenders until the maturity date of the extended revolving credit commitments. Pursuant to the First Amendment, the Amended Credit Agreement contains negative covenants and obligations on the Company and its subsidiaries that are more restrictive on them than those contained in the Existing Credit Agreement. Accordingly, the more stringent covenants contained in the Amended Credit Agreement may make it more difficult for the Company to successfully execute its business strategy, invest in its growth strategy, and compete against companies that are not subject to such restrictions. The foregoing description of the First Amendment and the Amended Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the First Amendment, a copy of which is filed as Exhibit 10.2 to this Quarterly Report on Form 10-Q and is incorporated herein by reference. Capitalized terms used in this Quarterly Report on Form 10-Q without definition have the meanings assigned thereto in the Amended Credit Agreement. Item 6. Exhibits. Exhibit Number Exhibit Description 10.1* Amendment No. 1 to the Embecta Corp. Directors' Deferral Plan 10.2* Amendment No. 1 to the Credit Agreement dated as of March 31, 2022, by and among the Company, the lenders and other parties from time to time party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent, collateral agent and L/C issuer, dated as of August 6, 2026. 31.1* Certification of Chief Executive Officer, pursuant to SEC Rule 13a–14(a) 31.2* Certification of Chief Financial Officer, pursuant to SEC Rule 13a–14(a) 32.1** Certification of Chief Executive Officer, pursuant to Rule 13a–14(b) and Section 1350 of Chapter 63 of Title 18 of the U.S. Code 32.2** Certification of Chief Financial Officer, pursuant to Rule 13a–14(b) and Section 1350 of Chapter 63 of Title 18 of the U.S. Code 101* The following materials from this report, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Condensed Consolidated Financial Statements. 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed herewith ** Furnished herewith Dollar amounts are in millions except per share amounts or as otherwise specified. 39 Table of Contents SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. EMBECTA CORP. Date: August 7, 2026 By: /s/ Devdatt Kurdikar Name: Devdatt Kurdikar Title: President and Chief Executive Officer (Principal Executive Officer) Date: August 7, 2026 By: /s/ Jacob Elguicze Name: Jacob Elguicze Title: Senior Vice President, Chief Financial Officer (Principal Financial Officer) Date: August 7, 2026 By: /s/ Anthony Roth Name: Anthony Roth Title: Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer) 40