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Item 9A. Controls and Procedures

2026-05-20 compared with 2025-05-21 · 23 added, 36 removed, 214 unchanged (22% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively) regarding the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15 of the Securities Exchange Act of 1934 (the “Exchange Act”).

Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of that date, our disclosure controls and procedures were effective.

As of the end of the period covered by this report, the Companyy conducted an evaluation under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer (the Company’s principal executive officer and principal financial officer, respectively) regarding the effectiveness of the design and operation of the Company’s disclosure controls and procedures as defined in Rule 13a-15 under the Securities Exchange Act of 1934, as amended.

Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of that date, the Company’s disclosure controls and procedures were effective.

Reports on Internal Control

Management’s Annual Report on Internal Control over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended.

The Company’s internal control system was designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements.

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In making this assessment, the management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013 framework).

Based on our assessment, the Company’s ma nagement believes that its internal controls over financial reporting were effective as of March 29, 2025.

Ernst & Young, LLP, an independent registered public accounting firm, has issued an attestation report on the effectiveness of our internal control over financ ial reporting.

Based on the Company’s assessment, the Company’s ma nagement believes that its internal controls over financial reporting were effective as of March 28, 2026.

The Acquisition of Vivasure

On January 9, 2026, the Company completed its acquisition of Vivasure.

In accordance with the SEC Staff’s interpretative guidance for newly acquired businesses, the Company is permitted to omit an assessment of an acquired business’s internal control over financial reporting from the Company’s assessment of internal control for up to one year from the acquisition date.

Vivasure represented a nominal amount of both the Company’s total net revenues in fiscal 2026 a nd total assets as of March 28, 2026 .

As such, the Company has excluded Vivasure from its annual assessment of internal control over financial reporting as of March 28, 2026 .

Ernst & Young, LLP, an independent registered public accounting firm, has issued an attestation report on the effectiveness of the Company’s internal control over financ ial reporting.

This report, in which they expressed an unqualified opinion, is included below.

Changes in Internal Controls

There have been no changes in our internal control over financial reporting during the quarter ended March 29, 2025 that have materially affected, or are likely to materially affect, our internal control over financial reporting.

During the second quarter of fiscal 2024, we implemented the first phase of a new global enterprise resource planning (“ERP”) system, which will continue to be implemented in phases through fiscal 2026.

The ERP will replace existing financial systems we have historically relied on.

As each phase of the implementation occurs, we will reassess our processes and procedures, which may result in changes to our internal control over financial reporting.

There have been no changes in the Company’s internal control over financial reporting during the quarter ended March 28, 2026 that have materially affected, or are likely to materially affect, the Company’s internal control over financial reporting.

During the second quarter of fiscal 2024, the Company implemented the first phase of a new global enterprise resource planning (“ERP”) system, which the Company expects will continue to be implemented in phases through fiscal 2027.

The ERP will replace existing financial systems the Company has historically relied on.

As each phase of the implementation occurs, the Company will reassess its processes and procedures, which may result in changes to its internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

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In our opinion, Haemonetics Corporation and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of March 28, 2026, based on the COSO criteria .

As indicated in the accompanying Management’s Annual Report on Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Vivasure Medical Limited, which is included in the 2026 consolidated financial statements of the Company and constituted 1% of total assets as of March 28, 2026 and 0% of net revenues for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Vivasure Medical Limited.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2026 consolidated financial statements of the Company and our report dated May 20, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

T he Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

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OTHER INFORMATION

During the three months ended March 29, 2025, certain of our directors and officers (as defined under Rule 16a-1(f) under the Securities Exchange Act of 1934) adopted or terminated trading arrangements for the sale of shares of our common stock as follows:

Trading Arrangement

Name and Title

Non-Rule 10b5-1**

Number of Shares to be Sold (2)

Expiration Date (3)

Strong , President, Global Hospital

* Intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934.

** Not intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934.

(1) Reflects the fully-executed date of each trading arrangement, which may differ from the date of first execution by an officer or director.

(2) The number of shares of common stock sold under each trading arrangement, if any, will be net of shares withheld for applicable tax obligations upon the vesting and/or exercise of covered securities as well as for payment of the exercise price upon the exercise of stock options, which amounts are not yet determinable.

(3) Except as otherwise indicated by footnote, each trading arrangement expires upon the earlier of (a) completion of all authorized transactions thereunder and (b) the expiration date listed above.

(4) Includes 8,246 target shares subject to a performance share unit (“PSU”) award previously granted to Mr.

Strong on May 16, 2022.

The actual number of shares to be earned under the PSU award, and subject to sale under this trading arrangement, may range from 0% to a maximum of 200% of the target award depending upon the Company’s total shareholder return relative to the components of the S&P MidCap 400 index during a three-year performance period from May 16, 2022 to May 15, 2025.

During the three months ended March 28, 2026, none of our directors or officers (as defined under Rule 16a-1(f) under the Securities Exchange Act of 1934) adopted or terminated trading arrangements for the sale of shares of our common stock.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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Description of Common Stock (filed as Exhibit 4B to the Company’s Form 10-K for the fiscal year ended March 28, 2020 and incorporated herein by reference).

Indenture, dated as of March 5, 2021, between Haemonetics Corporation and U.S.

Bank National Trust Company, Association, as trustee (filed as Exhibit 4.1 to the Company’s Form 8-K dated March 5, 2021 and incorporated herein by reference).

Form of certificate representing the 0.00% Convertible Senior Notes due 2026 (included as Exhibit A to Exhibit 4D) (filed as Exhibit 4.2 to the Company’s Form 8-K dated March 5, 2021 and incorporated herein by reference).

Indenture, dated as of May 28, 2024, between Haemonetics Corporation and U.S.

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Form of certificate representing the 2.50% Convertible Senior Notes due 2029 (included as Exhibit A to Exhibit 4.1) (filed as Exhibit 4.2 to the Company’s Form 8-K dated May 29, 2024 and incorporated herein by reference).

Haemonetics Corporation 2005 Long-Term Incentive Compensation Plan, reflecting amendments dated July 31, 2008, July 29, 2009, July 21, 2011, November 30, 2012, July 24, 2013, January 21, 2014, and July 23, 2014 (filed as Exhibit 10.1 to the Company’s Form 8-K dated July 25, 2014 and incorporated herein by reference) (2).

Haemonetics Corporation Amended and Restated 2019 Long-Term Incentive Compensation Plan (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated August 7, 2023 and incorporated herein by reference) (2).

Form of Non-Qualified Stock Option Award Agreement under 2005 Long-Term Incentive Compensation Plan for Employees (filed as Exhibit 10S to the Company’s Form 10-K for the fiscal year ended March 30, 2010 and incorporated herein by reference) (2).

Form of Non-Qualified Stock Option Award Agreement under 2005 Long-Term Incentive Compensation Plan for Employees (adopted fiscal 2019) (filed as Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended June 30, 2018 and incorporated herein by reference) (2).

Form of Non-Qualified Stock Option Award Agreement under 2019 Long-Term Incentive Compensation Plan (adopted fiscal 2020) (filed as Exhibit 10.4 to the Company’s Form 10-Q for the quarter ended September 28, 2019 and incorporated herein by reference) (2).

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Form of Restricted Stock Unit Award Agreement with Employees under 2019 Long-Term Incentive Compensation Plan (adopted fiscal 2024) (filed as Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended July 1, 2023 and incorporated herein by reference) (2).

Form of Performance Share Unit Award Agreement Under 2019 Long-Term Incentive Compensation Plan (adopted fiscal 2020) (filed herewith as Exhibit 10.5 to the Company’s Form 10-Q for the quarter ended September 28, 2019 and incorporated herein by reference) (2).

Form of Performance Share Unit Award Agreement under 2019 Long-Term Incentive Compensation Plan (adopted fiscal 2024) (filed as Exhibit 10.4 to the Company’s Form 10-Q for the quarter ended July 1, 2023 and incorporated herein by reference) (2).

Form of Performance Share Unit Award Agreement under 2019 Long-Term Incentive Compensation Plan (adopted fiscal 2024) (rTSR) (filed as Exhibit 10.4 to the Company’s Form 10-Q for the quarter ended July 1, 2023 and incorporated herein by reference) (2).

Form of Performance Share Unit Award Agreement under 2019 Long-Term Incentive Compensation Plan (adopted fiscal 2026) (AAGR) (filed as Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended June 28, 2025 and incorporated herein by reference) (2)

Amended and Restated 2007 Employee Stock Purchase Plan (filed as Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended July 2, 2016 and incorporated herein by reference) (2).

65 unchanged sentences

and Offshore International, Incorporated, dated as of August 3, 2022 (filed as Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended October 1, 2022 and incorporated herein by reference) (1).

Second Amended and Restated Credit Agreement, dated as of April 30, 2024, by and among the Company, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (filed as Exhibit 10.1 to the Company’s Form 8-K dated May 1, 2024 and incorporated herein by reference).

Lease, dated April 15, 2015, by and between OpSens Inc.

4 unchanged sentences

and 1405 PTQM S.E.C, for property located at 750, Boulevard du Technologique, Quebec (filed as Exhibit 10.41 to the Company’s Form 10-K for the fiscal year ended March 30, 2024 and incorporated herein by reference).

Form of Confirmation of Call Option Transaction (filed as Exhibit 10.1 to the Company’s Form 8-K dated as of March 5, 2021 and incorporated herein by reference).

Form of Confirmation of Additional Call Option Transaction (filed as Exhibit 10.1 to the Company’s Form 8-K dated as of March 16, 2021 and incorporated herein by reference).

Memorandum of Agreement, dated as of January 8, 2026, by and between Qualprop Limited, M.

& M, Qualtech Limited and Vivasure Medical Limited (1)

Form of Confirmation of Base Call Option Transaction (filed as Exhibit 10.1 to the Company’s Form 8-K dated May 29, 2024 and incorporated herein by reference).

48 unchanged sentences

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-K

Item 9A. Controls and Procedures