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Item 1A. Risk Factors

2026-06-03 compared with 2025-05-28 · 346 added, 327 removed, 78 unchanged (90% of the section changed)

In addition to the other information set forth in this Annual Report on Form 10-K and other documents we filed with the SEC, you should carefully consider the following factors, which could materially affect our business, financial condition or results of operations in future periods .

In addition to the other information set forth in this annual report other documents we filed with the SEC, you should carefully consider the following factors which could materially affect our business, financial condition or results of operations in future periods .

The risks and uncertainties described below are those that we have identified as material , but these are not the only risks and uncertainties facing us.

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Our business is sensitive to general economic conditions, market disruptions and uncertainties.

We have been affected in recent years by elevated interest rates, reduced levels of capital expenditures in industries we serve, inflation in domestic and international markets, and labor availability constraints.

In addition to these factors, recent and any further significant developments or changes in international trade, national laws or policies to protect or promote domestic interests and/or address foreign competition (including the imposition of tariffs), slow or disrupted global economic growth, increases in inflation, changes or anticipation of potential changes in governmental trade, fiscal, tax and monetary policies, volatility in the currency and credit markets, high levels of unemployment or underemployment, changes in capital requirements for financial institutions, government deficit reduction and budget negotiation dynamics, sequestration or government shut-downs, austerity measures, sovereign debt defaults, and other challenges that adversely affect the global economy could adversely affect us and our distributors, customers and suppliers, including by:

We have been affected, and may continue to be affected, by elevated interest rates, reduced levels of capital expenditures in the industries we serve, inflation in domestic and international markets, and labor availability constraints.

In addition, recent and any further significant developments or changes in international trade, national laws or policies to protect or promote domestic interests or address foreign competition (including the imposition of further tariffs);

slow or disrupted global economic growth;

increases in inflation;

changes or uncertainty regarding governmental trade, fiscal, tax and monetary policies;

volatility in the currency, credit and capital markets;

high levels of unemployment or underemployment;

changes in capital or liquidity requirements for financial institutions;

government deficit reduction efforts and budget negotiation dynamics;

sequestration or government shutdowns;

austerity measures;

sovereign debt defaults;

and other conditions that negatively affect the global economy could adversely affect us and our distributors, customers and suppliers, including by:

reducing demand for our products and services, limiting the financing available to our customers and suppliers, increasing order cancellations and resulting in longer sales cycles and slower adoption of new technologies;

increasing our costs and otherwise reducing profits realized from sales made into areas where unfavorable trade conditions exist;

increasing our costs and otherwise reducing profits realized from sales made in areas where unfavorable trade conditions exist;

increasing the difficulty of collecting accounts receivable and the risk of excess and obsolete inventories;

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adversely impacting market sizes and growth rates.

If growth in the global economy or in any of the markets we serve slows for a significant period, if there is significant deterioration in the global economy or such markets or if improvements in the global economy do not benefit the markets we serve, our business and financial results could be adversely affected.

We cannot predict the likelihood, duration or severity of any disruption in financial markets or any adverse economic conditions in the U.S.

or other countries.

If growth in the global economy or in any of the markets we serve slows for a significant period, if economic conditions deteriorate significantly, or if economic improvements do not benefit the markets in which we operate, our business, results of operations and financial results could be adversely affected.

We cannot predict the likelihood, duration or severity of any market disruption or adverse economic conditions.

See “Our international operations subject us to a wide range of risks” for further information.

Our international operations subject us to a wide range of risks.

Our operations and sales outside of the United States have increased as a result of our strategic acquisitions and the continued expansion of our commercial organization.

Risks related to these increased foreign operations include:

trade protection measures, embargoes and import or export restrictions and requirements;

We operate on a global scale, and our international operations expose us to risks that may be more significant than those we face in the United States.

These risks include, among others:

fluctuations in foreign currency exchange rates, which may affect reported results from operations as well as actual costs;

interruption in the transportation of materials to us and finished goods to our customers;

differences in terms of sale, including longer payment terms than are typical in the United States;

trade protection measures, embargoes and import or export restrictions and compliance requirements;

differing protection of intellectual property, technology and data in foreign jurisdictions, including the risk that our products will be counterfeited;

disruptions or delays in the transportation of materials to us and finished goods to our customers;

differences in sales terms and business practices, including longer payment terms than are typical in the United States;

local product preferences and product requirements;

unexpected changes in laws or regulatory requirements, including changes in labor or tax laws;

capital controls and limitations on ownership and on repatriation of earnings and cash;

changes in general economic and political conditions in countries where we operate, particularly as a result of ongoing economic instability within foreign jurisdictions;

difficulty in staffing and managing widespread operations;

differing labor or employment regulations;

difficulties in implementing restructuring actions on a timely or comprehensive basis;

differing protection of intellectual property;

greater uncertainty, risk, expense and delay in commercializing products in certain foreign jurisdictions, including with respect to product and other regulatory approvals.

International business risks have in the past, and may in the future, negatively affect our business and financial statements.

A deterioration in diplomatic relations between the United States and any country where we conduct business could adversely affect our future operations and lead to a decline in profitability.

In fiscal year 2025, we generated approximately 11% of our sales from operations in China and 41% of our sales from other non-domestic countries, primarily in Europe.

Accordingly, political, economic, legal, compliance, social and business conditions in China and Europe generally can adversely influence our business and financial statements.

Subsequent to our fiscal year end, escalating global trade tensions have resulted in tariffs on imported materials and on products we export to other countries, which could adversely impact our total revenues and profitability.

differing laws or regulatory requirements, including labor, employment and tax laws, and unexpected changes thereto;

capital controls and limitations on ownership, as well as limitations on the repatriation of earnings and cash;

changes in political, economic, or social conditions in countries where we operate, including economic instability or geopolitical tensions;

difficulty staffing and managing geographically dispersed operations;

difficulties implementing restructuring actions in a timely or comprehensive manner;

greater uncertainty, cost, risk, and delay in commercializing products in certain foreign jurisdictions, including in connection with required regulatory approvals.

International business risks have adversely affected our business and financial statements in the past, and may do so again in the future.

A deterioration in diplomatic relations or trade tensions between the United States and any country in which we conduct business could adversely affect our operations and profitability.

In fiscal year 2026, we generated approximately 8% of our sales from operations in China and 45% of our sales from other non-U.S.

countries, primarily in Europe.

Accordingly, political, economic, legal, regulatory, compliance, social and business conditions in these countries generally can adversely influence our business and financial results.

Global trade tensions have resulted in tariffs on materials we import and on products we export, which have increased, and may continue to increase, our costs and delay certain customer orders.

These tariffs could reduce demand for our products and services and disrupt our supply chains.

These effects could adversely impact our total revenues and profitability.

Further, considerable uncertainty exists regarding the long-term effects of fiscal and monetary policies pursued domestically and internationally.

Uncertainty or adverse changes to conditions in China or Europe, or the policies, laws and regulations of international governments can adversely affect the overall economic growth of countries where we make significant sales, or of the particular industries in which we participate, and can adversely affect our business and financial statements.

Our international operations are governed by the U.S.

Foreign Corrupt Practices Act and similar anti-corruption laws outside the United States.

Global enforcement of anti-corruption laws has increased in recent years.

Any alleged or actual violations of these laws may subject us to government investigations and significant criminal or civil sanctions and other liabilities, and could negatively affect our reputation.

Uncertainty or adverse changes to conditions in markets we serve, or in the laws, regulations or policies of foreign governments, can adversely affect economic growth of countries where we make significant sales, or of the particular industries in which we participate, and can adversely affect our business and financial statements.

Our international operations are also subject to the U.S.

Foreign Corrupt Practices Act and similar anti-corruption laws in other jurisdictions.

Global enforcement of anti-corruption laws has increased in some countries in recent years.

Any alleged or actual violations of these laws may subject us to government investigations, significant criminal or civil penalties and other liabilities, and could negatively affect our business, reputation and financial condition.

Our growth could suffer if the markets into which we sell our products and services decline, do not grow as anticipated or experience volatility.

Our growth depends in part on the growth of the markets which we serve, and visibility into our markets is limited (particularly for markets into which we sell through distribution).

Our growth depends in part on the growth of the markets which we serve, and visibility into these markets is limited, particularly in those where we sell through distributors.

Our revenues and profits depend substantially on the volume and timing of orders received, which are difficult to forecast.

Any decline or lower than expected growth in our served markets could diminish demand for our products and services, which would adversely affect our financial results.

Certain of our businesses’ demand depends on customers’ capital spending budgets as well as government funding policies and interest rates, and matters of public policy and government budget dynamics as well as product and economic cycles can affect the spending decisions of these customers.

Demand for our products and services is also sensitive to changes in customer order patterns, which may be affected by announced price changes, marketing or promotional programs, new product introductions, changes in distributor or customer inventory levels, or other factors.

A decline or lower-than-expected growth in our served markets could diminish demand for our products and services, which would adversely affect our financial results.

Demand for certain of our products is influenced by customers’ capital spending budgets, the availability of government research funding, interest rates, and broader matters of public policy and government budget dynamics.

Demand for our products and services is sensitive to changes in customer order patterns, which may be affected by announced price changes, marketing or promotional programs, new product introductions, changes in distributor or customer inventory levels, product life cycles, economic cycles or other factors.

Any of these factors could adversely affect our growth and results of operations in any given period.

We face competition and if we are unable to compete effectively, we may experience decreased demand and market share, resulting in decreased revenues.

Even if we compete effectively, we may be required to reduce prices for our products and services, resulting in decreased profit margins.

We face competition and if we are unable to compete effectively, we may experience reduced demand for our products and services and a loss of market share, which could result in decreased revenues.

Even if we compete effectively, competitive pressures may require us to reduce prices or offer other concessions, which could decrease our profit margins.

The markets for our current and potential products are competitive.

Because of the range of products and services we sell and the variety of markets we serve, we encounter a wide variety of competitors, including several that possess both larger sales forces and greater capital resources.

In order to compete effectively, we must maintain relationships with key customers, continue to grow our business by establishing relationships with new customers, develop new products and services to maintain and expand our brand recognition, and penetrate new markets, including in high growth markets.

Our failure to compete effectively or pricing pressures resulting from competition may adversely impact our results of operations.

Changing industry trends may affect our results of operations.

Various changes within the industries we serve may limit future demand for our products and may include mergers within key industries we serve, making us more dependent on fewer, larger customers for our sales;

decreased product demand driven by changes in customers' regulatory environments or standard industry practices;

price competition for key products;

and new competitor products that may result in customers discontinuing new orders.

Because of the breadth of our product and service offerings and the variety of markets we serve, we compete against a wide range of competitors, including several that possess larger sales forces and greater capital resources.

To compete effectively, we must maintain strong relationships with existing key customers, establish relationships with new customers, continue to develop new products and services, enhance and protect our brand, and expand into new and higher-growth markets.

Failure to compete effectively or pricing pressures resulting from competition may adversely impact our results of operations.

Industry consolidation and shifts in customer behavior could adversely affect our results of operations.

Shifts in the industries we serve may limit future demand for our products and negatively affect our financial performance.

Such changes may include mergers within key industries, which could increase our reliance on fewer, larger customers or suppliers;

changes in customers' regulatory environments or prevailing industry practices that could reduce demand for our products;

increased price competition for key products;

and the introduction of new competing products that may result in reduced or discontinued customer orders.

Our growth depends in part on the timely development, commercialization, and customer acceptance of new and enhanced products and services based on technological innovation.

Our growth depends on the acceptance of our products and services in the marketplace, the penetration achieved by the companies to which we sell, and our ability to introduce new and innovative products that meet the needs of the various markets we serve.

We can offer no assurance that we will be able to continue to introduce new and enhanced products, that the products we introduce, or have introduced, will be widely accepted by the marketplace, or that our direct sales team or independent distributors will successfully penetrate our various markets.

Our failure to introduce new and enhanced products or gain widespread acceptance of our products and services could adversely affect our financial results.

If we fail to accurately predict future customer needs and preferences, fail to produce viable technologies, or fail to protect the intellectual property related to such technologies, we may invest heavily in research and development of products and services that do not lead to significant revenues, which could adversely affect our profitability.

Even if we successfully innovate and develop new and enhanced products and services, we may incur substantial costs in doing so, and our profitability may suffer.

If we are unable to continue to hire and retain skilled personnel, we will have difficulty manufacturing and marketing our products.

Our growth depends on the acceptance of our products and services in the marketplace, market penetration achieved by the companies to which we sell, and our ability to introduce and commercialize new and innovative products that meet the needs of the markets we serve.

We can offer no assurance that we will be able to continue to introduce new and enhanced products, that the products we introduce, or have introduced, will achieve broad market acceptance, or that our direct sales team or independent distributors will successfully penetrate existing or new markets.

Failure to accurately anticipate customer needs and preferences;

develop viable, differentiated and competitive technologies;

commercialize new products and services in a timely and cost-effective manner;

protect related intellectual property and obtain required regulatory approvals, could adversely affect our growth, results of operations, and financial condition.

We may also invest heavily in research and development initiatives that do not result in significant revenues.

Even if we successfully develop new and enhanced products and services, we may incur substantial costs in doing so, and our profitability may suffer as a result.

Our success depends on our ability to recruit, retain and motivate skilled employees, and changes to our management team may not provide the benefits we expect.

Our success depends largely upon the continued service of our employees and our ability to attract, retain and motivate personnel, some of whom work in competitive labor markets.

Loss of key personnel or our inability to hire and retain personnel could materially adversely affect our manufacturing efforts, harm our ability to meet compliance requirements, and increase backlog.

Adverse changes in our relationships with, or the financial condition, performance, purchasing patterns or inventory levels of, distributors and other channel partners could adversely affect our financial statements.

We sell a significant number of products to distributors and other channel partners that have valuable relationships with customers and end-users.

Some of these distributors and other partners also sell our competitors’ products or compete with us directly.

Adverse changes in our relationships with these distributors and other partners, or adverse developments in their financial condition, performance or purchasing patterns, could adversely affect our business and financial statements.

The levels of inventory maintained by our distributors and other channel partners, and changes in those levels, can also negatively impact our results of operations in any given period.

In addition, the consolidation of distributors could adversely impact our business and financial statements.

We cannot directly control the actions of our distributors.

Our distributors may not comply with export laws or follow the terms of the distribution agreements which require compliance with export laws, which could have legal or financial implications for us.

The market for highly skilled workers and leaders, particularly in the areas of manufacturing, science, technology and management, is extremely competitive, and expectations from qualified talent in many areas of the labor market have recently evolved and escalated.

Loss of key personnel or an inability to hire qualified employees could materially adversely affect our business and financial statements, disrupt manufacturing activities, impede our ability to meet compliance requirements, increase backlog, or inhibit strategic growth.

In March 2026, we announced a transition in our Chief Executive Officer ("CEO") position, effective in April 2026.

Leadership transitions, including changes in executive management, can be disruptive and may result in uncertainty among employees, customers and other business partners.

Such transitions may also divert management attention from day‑to‑day operations and strategic initiatives, affect our ability to attract and retain key personnel, or delay or disrupt the execution of our business strategies.

In addition, changes in executive leadership may lead to shifts in strategic priorities, business practices, or organizational culture that could be difficult to implement effectively or may not produce the desired results.

While our Board of Directors and management team are actively managing the CEO transition and have taken steps to promote continuity and stability, there can be no assurance that the transition will be executed successfully or that our business performance will not be adversely affected.

Adverse changes in our relationships with, or the financial condition, performance, or purchasing patterns of, distributors and other channel partners could adversely affect our business, results of operations, and financial condition.

We sell a significant number of products to distributors and other channel partners that have valuable relationships with end customers and end users.

Some of these distributors and other partners also sell or utilize our competitors’ products or compete with us directly.

Adverse changes in our relationships with these distributors and other partners, adverse developments in their financial condition, performance or purchasing patterns, or consolidation among distributors could adversely affect our business and financial statements.

We do not directly control the actions of our distributors.

Our distributors may fail to comply with export laws or the terms of their distribution agreements, which could expose us to legal, financial or reputational risks and adversely affect our business and financial statements.

Uncertainties related to the use of artificial intelligence ( “ AI ” ) in our business may result in harm to our business and reputation.

Our use of AI technologies is at an early stage.

Ineffective, inadequate or premature use of AI could result in unintended consequences, including competitive harm, regulatory penalties, legal liability, loss or misuse of intellectual property, disclosure of confidential or proprietary information, data privacy or cybersecurity incidents, or brand or reputational harm.

In addition, if we fail to successfully deploy AI in our business activities, products, or services, or fail to keep pace with technological advancements and competitors that may more effectively adopt AI, our competitiveness, growth prospects and financial performance could be adversely affected.

We may also incur significant costs in evaluating or implementing AI technologies, and such investments may not result in anticipated benefits or returns.

Operational Risks

Significant developments or uncertainties related to social, political, regulatory and economic matters within the U.S.

and internationally, including with respect to international trade policies and tariffs, could have an adverse effect on our business.

Changes, potential changes or uncertainties in social, political, regulatory and economic conditions or laws and policies governing foreign trade, manufacturing, development and investment in the territories and countries where we or our customers operate, or governing the healthcare system or life sciences industries, have in the past, and could in the future, adversely affect our business and financial results.

For example, increased tariffs on imported essential materials could raise production costs and reduce profitability if we are unable to pass these costs on to customers.

Additionally, tariffs on products we export to other countries could limit our access to key international markets, restricting revenue growth.

Any delays or disruptions in our supply chain due to geopolitical tensions, regulatory changes, or trade disputes could adversely affect our ability to manufacture and deliver products, potentially impacting our financial performance and customer relationships.

Trade tensions between the United States and China remain particularly high, and each country has imposed tariffs on a wide range of goods imported from the other country.

China accounted for approximately 11% of our sales during the year ended March 31, 2025.

These factors could adversely affect our business and financial results in the future.

Geopolitical and macroeconomic pressures in the markets in which we operate may adversely affect our financial results.

Geopolitical issues around the world can impact macroeconomic conditions and could have a material adverse impact on our financial results.

For example, the ultimate impact of military conflicts (such as the conflict between Russia and Ukraine or the conflict in Israel and the surrounding areas) and trade tensions (such as between China and the U.S.) on fuel prices, inflation, the global supply chain and other macroeconomic conditions is unknown and could materially adversely affect global economic growth, disrupting discretionary spending habits and generally decreasing demand for our products and services.

While our sales to Russia, Ukraine and Israel have historically produced an immaterial amount of revenues and profitability compared to the overall company, our sales to China have been more substantial, and we cannot predict the impact that global conflicts or tensions may have on future financial results.

Geopolitical pressures in the markets in which we operate may adversely affect our financial results.

Geopolitical events and conflicts may adversely impact macroeconomic conditions and could have a material adverse impact on our financial results.

The ultimate impact of military conflicts, such as those involving Iran, Russia and Ukraine, and Israel and neighboring regions, is highly unpredictable.

In particular, disruptions to global trade routes or energy shipments, including through the Strait of Hormuz, could result in volatility in fuel prices, heightened inflationary pressures, and strain on global supply chains.

We do not sell into countries with applicable sanctions, such as Iran and Russia.

Our transactions in foreign countries currently involved in geopolitical conflicts have historically been immaterial.

This does not mean, however, that our business is unaffected by geopolitical events.

In addition, trade tensions, including between China and the U.S., could negatively affect fuel prices, inflation, global supply chains and other macroeconomic conditions.

These impacts could materially harm our business by adversely affecting global economic growth, disrupting discretionary spending patterns, and generally reducing demand for our products and services.

Our sales to China have been significant in previous periods.

We cannot predict the impact that global conflicts or tensions may have on future financial results.

A significant disruption in, or breach in security of, our information technology systems or data could adversely affect our business, reputation and financial statements.

We rely on information technology systems, some of which are provided or managed by third parties, to process, transmit and store electronic information (including sensitive data such as confidential business information and/or personally identifiable data relating to employees, customers, and other business partners), and to manage or support a variety of critical business processes and activities (such as receiving and fulfilling orders, billing, collecting and making payments, shipping products, providing services and support to customers and fulfilling contractual obligations).

Errors, defects, security issues or other vulnerabilities in third-party technology or in the integration of third-party technology with our systems could result in issues that could harm our business.

In addition, some products or software we sell to customers may connect to our systems for maintenance or other purposes.

These systems, products and services (including those we acquire through business acquisitions) may be damaged, disrupted or shut down due to attacks by computer hackers, computer viruses, ransomware, human error or malfeasance, power outages, hardware failures, telecommunication or utility failures, catastrophes or other unforeseen events, and in any such circumstances our system redundancy and other disaster recovery planning may be ineffective or inadequate.

Attacks may also target hardware, software and information installed, stored or transmitted in our products after such products have been purchased and incorporated into third-party products, facilities or infrastructure.

Our information technology systems have been subject to computer viruses, malicious codes, unauthorized access and other cyber-attacks, and we expect the sophistication and frequency of such attacks to continue to increase.

Unauthorized tampering, adulteration or interference with our products may adversely affect product functionality and result in loss of data, risk to product safety and product recalls or field actions.

Any attacks, breaches, incidents, compromises or other disruptions or damage could:

interrupt our operations or the operations of our customers and partners;

We rely on information technology systems, some of which are provided, hosted or managed by third parties, to process, transmit and store electronic information, including sensitive data such as confidential business information and personally identifiable data relating to employees, customers, and other business partners.

These systems also support a variety of critical business processes and activities, including receiving and fulfilling orders, billing, collecting and making payments, shipping products, providing services and support to customers and fulfilling contractual obligations.

Errors, defects, security issues or other vulnerabilities in our systems, third-party systems, or in the interaction of third-party systems with our technology could disrupt our operations or otherwise harm our business.

Our information technology systems (including those acquired through business acquisitions) may be damaged, disrupted or shut down due to cyberattacks, including hacking, malware, ransomware, or other malicious activity;

human error or malfeasance;

power outages;

hardware failures;

telecommunication or utility failures;

catastrophes;

or other unforeseen events.

In such circumstances, our system redundancy and other disaster recovery measures may be ineffective or inadequate.

Cyberattacks may also target hardware, software and information stored in or transmitted by certain of our products and our systems after products have been purchased and incorporated into third-party products, processes, facilities or infrastructure.

Our information technology systems have been subject to computer viruses, malicious code, unauthorized access and other cyber incidents, and we expect the scale, sophistication and frequency of such attacks to continue to increase.

Unauthorized tampering, adulteration of or interference with our products may adversely affect product performance or safety, and may result in data loss, product recalls, field actions, or reputational harm.

In addition, the rapid evolution and increased adoption of AI, including by malicious actors, may further increase the complexity and severity of cybersecurity risks.

Any cyber incident, system failure, other disruption or damage could interrupt our operations or those of our customers and business partners;

delay production and shipments;

result in misappropriation, destruction or unauthorized disclosure of our and our customers’ intellectual property, trade secrets, personal data, or other confidential information;

damage customer, business partner, and employee relationships, and our reputation;

or result in defective products or services, legal claims and proceedings, liability and penalties under privacy laws and increased costs for security and remediation, each of which could adversely affect our business, reputation and financial statements.

Further, a significant number of our employees work remotely, which exposes us to greater cybersecurity risks.

Any inability to maintain reliable information technology systems and appropriate controls with respect to global data privacy and security requirements and prevent data breaches can result in adverse regulatory consequences, business consequences and litigation.

Supply chain and manufacturing risks could adversely affect our financial results .

result in the loss, theft, or unauthorized disclosure of intellectual property, trade secrets, personal data, or other confidential information;

damage our reputation and relationships with customers, business partners, and employees;

or result in defective products or services, legal claims and proceedings, regulatory investigations, fines, penalties, or increased costs related to remediation and security enhancements.

Any of these could adversely affect our business, reputation and financial results.

Further, a significant number of our employees work remotely, which may increase our exposure to cybersecurity risks.

Any failure to maintain reliable information technology systems, exercise appropriate controls, or comply with data privacy and security requirements can result in adverse regulatory consequences, business consequences and litigation.

Disruptions in our supply chains, increases in costs, or manufacturing inefficiencies could adversely affect our financial results.

In addition, our reliance upon sole or limited sources of supply for certain materials, components and services could cause production interruptions, delays and inefficiencies.

We purchase materials, components and equipment from third parties for use in our manufacturing operations.

Our results of operations could be adversely impacted if we are unable to adjust our purchases to reflect changes in customer demand and market fluctuations.

Suppliers may extend lead times, limit supplies or increase prices.

If we cannot purchase sufficient products at competitive prices and of sufficient quality on a timely enough basis to meet demand, product shipments may be delayed, our costs may increase, or we may breach our contractual commitments and incur liabilities.

In addition, some of our businesses purchase certain required products from sole or limited source suppliers for reasons of quality assurance, regulatory requirements, cost effectiveness, availability or uniqueness of design.

If these or other suppliers encounter financial, operating or other difficulties or if our relationship with them changes, we might not be able to quickly establish or qualify replacement sources of supply.

A shortage of components or key materials that comprise components used in our products could cause a significant disruption to our production schedule and have a substantial adverse effect on our financial condition or results of operations.

The supply chains for our businesses could be disrupted in the future by supplier capacity constraints, reductions in the number of suppliers due to bankruptcy or other events, decreased availability of key raw materials or commodities and external events such as natural disasters, public health problems, war, terrorist actions, governmental actions and legislative or regulatory changes.

Any of these factors could result in production interruptions, delays, extended lead times and inefficiencies, or inability to continue offering certain products.

Our revenues and other operating results depend in large part on our ability to manufacture and assemble our products in sufficient quantities and in a timely manner.

Any interruptions we experience in the manufacture or shipment of our products or changes to the way we manufacture products could delay our ability to recognize revenues.

In addition, we must maintain sufficient production capacity in order to meet anticipated customer demand, which carries fixed costs that we may not be able to offset if orders slow, which would adversely affect our operating margins;

these challenges would be exacerbated by increases in tariffs charged either inside or outside of the U.S.

If we are unable to manufacture our products consistently, in sufficient quantities, and on a timely basis, our revenues, gross margins and our other operating results will be materially and adversely affected.

Because we cannot always immediately adapt our production capacity and related cost structures to changing market conditions, our manufacturing capacity may at times exceed or fall short of our production requirements.

Any or all of these problems could result in the loss of customers, provide an opportunity for competing products to gain market acceptance, and otherwise adversely affect our financial condition.

Our financial results are subject to fluctuations in the cost and availability of components and commodities that we use in our operations.

Our manufacturing operations employ a wide variety of components and raw materials and other commodities, including metallic-based components, electronic components, chemicals, and plastics and other petroleum-based products.

Prices for and availability of these components, and raw materials and other commodities have fluctuated significantly in the past, and more recently prices have increased.

Any sustained interruption in the supply of these items could disrupt production, delay customer order fulfillments, and adversely affect our business.

If we are unable to fully recover higher costs through price increases or offset these increases through cost reductions, or if there is a time delay between the increase in costs and our ability to recover or offset these costs, our margins and profitability could decline, and our financial results could be adversely affected.

In addition, transportation costs may increase, which may reduce our gross profit margins unless and until we are able to pass the cost increases along to our customers.

Violation of data privacy laws could adversely affect our business, reputation and financial statements.

If we are unable to maintain reliable information technology systems and appropriate controls with respect to global data privacy and security requirements and prevent data breaches, we may suffer adverse regulatory consequences, business consequences and litigation.

As a multinational organization, we are subject to data privacy and security laws, regulations, and customer-imposed controls in numerous jurisdictions as a result of having access to and processing confidential, personal and/or sensitive data in the course of our business.

The EU General Data Protection Regulation imposes strict requirements on how we collect and process personal data, including, among other things, a requirement for prompt notice of data breaches to data subjects and supervisory authorities in certain circumstances and significant fines for non-compliance.

Data privacy laws in other jurisdictions, such as California and Colorado, also impose data privacy obligations.

Government enforcement actions can be costly and can interrupt the regular operation of our business, and data breaches or violations of data privacy laws can result in fines, reputational damage and civil lawsuits, any of which may adversely affect our business, reputation and financial statements.

In addition, compliance with various data privacy regulations around the world may require significant expenditures and may require changes in our products or business models that reduce revenues.

Changes to dialysis methods and equipment capabilities may decrease demand for our renal care products and negatively impact our financial statements.

Our Dialyguard product line accounts for approximately one-third of the revenues and forty percent of the gross profit margin associated with our Calibration Solutions division.

The majority of revenues in our Dialyguard business are associated with products used in dialysis clinics, while a smaller portion of our sales relate to in-home care.

Technological advancements, such as dialysis machines that feature built-in dialysis calibration functionalities, have and may continue to adversely affect demand for our renal care products.

Our financial results depend on the availability, quality and timely delivery of materials, components, services and labor required for our operations.

We source materials, components and equipment from third-party suppliers, and in certain cases rely on sole or limited suppliers due to quality considerations, regulatory requirements, cost effectiveness, availability, or unique design specifications.

If our suppliers experience financial, operational or other difficulties, or if they extend lead times, limit supply availability, increase prices, or fail to meet our quality or delivery requirements, we may be unable to obtain sufficient quantities of materials or components on a timely basis, and we may be unable to quickly establish or qualify replacement sources, which could delay product shipments and revenue recognition.

Our supply chains may also be disrupted by external events beyond our control, including natural disasters, public health crises, armed conflicts, terrorist actions, trade restrictions or tariffs, or legislative or regulatory changes.

Any of these factors could result in production interruptions, extended lead times, manufacturing inefficiencies, or inability to continue offering certain products and services, any of which could adversely affect our business and financial results.

In addition, due to competitive pressures, customer cost-containment efforts, and the terms of certain contracts we are party to, we may not be able to fully or timely pass along increased costs for materials, labor or transportation through to customers.

When we are unable to offset higher supply and labor costs through pricing actions or cost reductions, our margins and profitability can decline and our business and financial statements can be adversely affected.

Our revenues and other operating results depend on our ability to manufacture and assemble products in sufficient quantities and in a timely manner.

Because we cannot always immediately adapt our production capacity and related cost structures in response to changing market conditions, periods of reduced demand may result in underutilized capacity and margin pressure, while periods of increased demand may strain production capabilities.

Any failure to effectively manage our supply chains, manufacturing capacity, or cost structure could materially and adversely affect our results of operations and financial condition.

We may be unable to efficiently manage our growth as a larger and more geographically diverse organization.

Our strategic acquisitions and the organic expansion of our commercial sales operations have increased the scope and complexity of our business.

As a result, we face challenges inherent in efficiently managing a more complex business with an increased number of employees over large geographic distances, including the need to implement appropriate systems, policies, benefits, and compliance programs.

Our inability to manage successfully a substantially larger and geographically more diverse (including from a cultural perspective) organization could materially adversely affect our operating results and financial statements.

If we suffer loss to our facilities, supply chains, distribution systems or information technology systems due to a catastrophic event, our operations could be seriously harmed.

Our facilities, supply chains, distribution systems and information technology systems are subject to the risk of catastrophic loss due to fire, flood, earthquake, hurricane, pandemics and epidemics and other public health crises, war, terrorism and other natural or human-made disasters.

If any of these facilities, supply chains or systems were to experience a catastrophic loss, it could disrupt our operations, delay production and shipments, result in defective products or services, damage customer relationships and our reputation and result in legal exposure and large repair or replacement expenses.

Our insurance coverage with respect to natural disasters is limited and is subject to deductible and coverage limits and may be unavailable or insufficient to protect us against such losses.

The life sciences and healthcare industries and related industries that we serve have undergone, and are in the process of undergoing, significant changes in an effort to reduce costs, which could adversely affect our financial results.

Participants in the healthcare industry and related industries have implemented, and are implementing, significant changes in an effort to reduce costs.

Many of the end-users to whom our customers supply products rely on government funding of and reimbursement for healthcare products and services and research activities.

Patient Protection and Affordable Care Act, as amended by the Health Care and Education Affordability Reconciliation Act (collectively, the “PPACA”), healthcare austerity measures in other countries and other potential healthcare reform changes and government austerity measures have reduced and may further reduce the amount of government funding or reimbursement available to customers or end-users of our products and services and/or the volume of medical procedures using our products and services.

For example, the Inflation Reduction Act of 2022 contains various drug price negotiation provisions, inflationary rebates and government-established pricing provisions with varying implementation dates and subjects, and penalties could be imposed on manufacturers who fail to adhere to the government's interpretation of the law.

The recent change in U.S.

Presidential administration may also result in changes that unfavorably impact industries we serve and our business.

These changes as well as other impacts from market demand, government regulations, third-party coverage and reimbursement policies and societal pressures have started changing the way healthcare is delivered, reimbursed and funded and may cause participants in the healthcare industry and related industries that we serve to purchase fewer of our products and services, reduce the prices they are willing to pay for our products or services, reduce the amount of reimbursement and funding available for our products and services from governmental agencies or third-party payors, affect the acceptance rate of new technologies and products and increase our compliance and other costs.

All of the factors described above could adversely affect our business and financial results.

Our strategic acquisitions and the organic expansion of our commercial operations have increased the scope and complexity of our business.

As a result, we face challenges inherent in efficiently managing a more complex organization with an expanded employee base over multiple geographic regions, including the need to implement and maintain appropriate systems, policies, benefit structures, internal controls, and compliance programs.

If we are unable to effectively manage and integrate our growing and geographically diverse operations (including from a cultural perspective), our ability to execute our business strategy and maintain operational efficiency could be negatively impacted, which could adversely affect our operating results and financial statements.

Cost reduction or efficiency initiatives may not achieve anticipated benefits and may involve higher-than-expected transition or implementation costs.

We periodically undertake initiatives intended to improve efficiency, reduce costs, or better align our cost structure with our operating needs.

These initiatives may include changes to staffing levels, operating processes, or organizational structures.

Such initiatives involve significant judgment and assumptions and may not achieve anticipated cost savings or other benefits within expected timeframes, or at all.

In addition, these initiatives may result in higher than expected costs, including severance, consulting, implementation, or transition costs, and may cause operational disruption, loss of institutional knowledge, or reduced employee morale, which could adversely affect our business, results of operations, and financial position.

The life sciences, pharmaceutical, healthcare and related industries we serve have undergone, and continue to undergo, significant changes in an effort to reduce costs, which could adversely affect our financial results.

Participants in the life sciences, healthcare and related industries have implemented, and continue to implement, significant cost-containment initiatives.

Some end users of our products rely, directly or indirectly, on healthcare-related government funding, reimbursement, or research support.

Legislative, regulatory, and policy developments such as the U.S.

Patient Protection and Affordable Care Act as amended by the Health Care and Education Affordability Reconciliation Act, healthcare austerity measures in other countries, and other healthcare reform initiatives have reduced, and may further reduce, the amount of government funding or reimbursement available to our customers or to end users of our products and services and/or the volume of medical procedures that rely on our products and services.

For example, the Inflation Reduction Act of 2022 includes provisions related to drug price negotiations, inflationary rebates and government-established pricing, with varying implementation dates and scopes.

Penalties could be imposed on manufacturers who fail to adhere to the government's interpretation of these requirements.

Further, changes in U.S.

federal or state administrations and in healthcare policies and priorities may result in reforms or actions that unfavorably impact industries we serve and our business.

These and other factors, including market demand dynamics, government regulations, third-party insurance coverage and reimbursement policies, and societal pressures have changed and may continue to change how healthcare is delivered, reimbursed and funded.

As a result, participants in the industries we serve may purchase fewer of our products and services, reduce the amount they are willing to pay for our products or services, experience reduced reimbursement and funding, delay or limit the adoption rate of new technologies, or require us to incur higher compliance or operating costs.

Any of the factors described above could adversely affect our business and financial results.

The manufacture of many of our products is a highly exacting and complex process, and if we directly or indirectly encounter problems manufacturing products, our reputation, business and financial results could suffer.

The manufacture of many of our products is a highly exacting and complex process, due in part to strict regulatory requirements.

Problems may arise during the manufacturing process for a variety of reasons, including equipment malfunction, contamination, failure to follow specific protocols and procedures, problems with raw materials, natural disasters and environmental factors, and if not discovered before the product is released to market could result in recalls and product liability exposure.

Because of the time required to approve and license certain regulated manufacturing facilities and other stringent regulations of the FDA and similar agencies regarding the manufacture of certain of our products, an alternative manufacturer may not be available on a timely basis to replace such production capacity.

Any of these manufacturing problems could result in significant costs, liability, lost revenues, and loss of market share, as well as negative publicity and damage to our reputation that could reduce demand for our products.

Climate change, or legal or regulatory measures to address climate change and sustainability, may negatively affect us, and any actions we take or fail to take in response to such matters could damage our reputation.

Manufacturing issues may arise for a variety of reasons, including equipment malfunctions, contamination, failure to follow specific protocols and procedures, defects or variability in raw materials, natural disasters, or other environmental or external factors.

If such issues are not identified prior to product release, they could result in recalls, field actions, or product liability exposure.

In addition, due to the time required to approve and license certain regulated manufacturing facilities and stringent oversight by the FDA and similar regulating authorities, alternative manufacturing capacity may not be available on a timely basis to replace disrupted production.

Any manufacturing problems could result in significant costs, regulatory or legal liability, lost revenues, loss of market share, negative publicity, and damage to our reputation, which could reduce demand for our products and adversely affect our financial results.

Changes to dialysis methods and equipment capabilities may decrease demand for our renal care products and negatively impact our business, results of operations, and financial condition.

Our Dialyguard product line accounts for approximately 30% of the revenues and one-third of gross profit margin associated with our Calibration Solutions division.

The majority of revenues in our Dialyguard business are associated with products used in dialysis clinics, while a smaller portion of our sales relate to in-home care.

Ongoing technological advancements, including the development of dialysis machines with integrated dialysis calibration capabilities and shifts toward home-based treatments, have and may continue to adversely affect demand for our renal care products.

Violation of data privacy laws could adversely affect our business, reputation and financial statements.

If we are unable to maintain reliable information technology systems and appropriate controls to comply with global data privacy and security requirements and prevent data breaches, we may suffer adverse regulatory, business and legal consequences.

As a multinational organization, we are subject to data privacy and security laws, regulations, and customer-imposed requirements in numerous jurisdictions due to our access to and processing of confidential, personal and other sensitive data in the course of our business.

For example, the European Union’s General Data Protection Regulation imposes strict requirements on how we collect, process and protect personal data, including, among other things, obligations to provide prompt notice of data breaches to data subjects and supervisory authorities, and significant fines for non-compliance.

Data privacy laws in other jurisdictions, such as California and Colorado, also impose data privacy obligations.

Government enforcement actions can be costly, disruptive to our operations, and time consuming, and data breaches or violations of data privacy laws can result in fines, civil litigation, or reputational harm, any of which may adversely affect our business and financial statements.

In addition, compliance with evolving and increasingly complex data privacy regulations around the world may require significant expenditures and may require changes in our products or business models, which could reduce revenues or increase costs.

If we suffer loss to our facilities, supply chains, distribution systems or information technology systems due to a catastrophic event, our operations could be seriously harmed.

Our facilities, supply chains, distribution systems and information technology systems are subject to the risk of catastrophic loss from events such as fires, floods, earthquakes, hurricanes, pandemics or other public health crises, armed conflicts, terrorism, or other natural or human-made disasters.

A catastrophic event affecting any of these assets or systems could disrupt our operations, delay production and shipments, result in defective products or services, damage customer relationships and our reputation and expose us to legal liability, as well as significant repair or replacement expenses.

In addition, our insurance coverage with respect to natural disasters and other catastrophic events is limited, is subject to deductible and coverage limits, and may be unavailable or insufficient to protect us against such losses.

As a result, any such event could materially and adversely affect our business, results of operations, and financial statements.

Climate change, as well as legal or regulatory measures and stakeholder expectations related to climate change and sustainability, may negatively affect our business and financial results, and any actions we take or fail to take in response to such matters could damage our reputation.

Climate change resulting from increased concentrations of carbon dioxide and other greenhouse gases in the atmosphere could present risks to our operations.

Physical risk resulting from acute changes (such as hurricanes, tornados, wildfires or flooding) or chronic changes (such as droughts, heat waves or sea level changes) in climate patterns can adversely impact our facilities and operations, including the availability of employees who support operations, and can disrupt our supply chains and distribution systems.

Concern over climate change can also result in new or additional legal or regulatory requirements designed to reduce greenhouse gas emissions, mitigate the effects of climate change on the environment (such as taxation of, or caps on the use of, carbon-based energy) and/or increase disclosures and stakeholder requests for changes to our processes or reporting with respect thereto.

Any such new or additional legal or regulatory requirements may increase the costs associated with, or disrupt, the sourcing, manufacturing and distribution of our products, which may adversely affect our business and financial statements.

Failure to comply with any regulatory requirements (such as the new regulations certain jurisdictions have adopted relating to false or misleading claims about a company’s sustainability practices), could negatively impact our business and reputation.

Failure to comply with customer requests for information could result in an inability to sell to certain customers.

Physical risks resulting from acute events, such as hurricanes, tornados, wildfires or flooding, or from chronic changes, such as droughts, heat waves or rising sea levels, could adversely impact our facilities and operations, including the availability of employees who support our operations, and could disrupt our supply chains and distribution systems.

In addition, concern over climate change can result in new or additional legal, regulatory or reporting requirements designed to reduce greenhouse gas emissions, mitigate environmental impacts, limit or tax the use of carbon-based energy, or increase climate-related disclosures and stakeholder information requests.

Compliance with additional legal or regulatory requirements may increase our costs or disrupt the sourcing, manufacture or distribution of our products, which may adversely affect our business and financial statements.

Failure to comply with applicable legal or regulatory requirements (such as the regulations in certain jurisdictions relating to false or misleading claims regarding sustainability practices), could result in regulatory action, litigation, reputational harm, or financial penalties.

Further, if we fail to meet stakeholder expectations regarding sustainability practices and climate-related disclosures or if we fail to respond adequately to customer requests for such information, investor confidence could be adversely affected, our ability to do business with certain customers could be limited, and our reputation could be harmed.

Acquisition Risks

Any inability to consummate acquisitions at our historical rate and at appropriate prices could negatively impact our growth rate and stock price.

Our ability to grow revenues, earnings and cash flows at or above our historic rates depends in part upon our ability to identify and successfully acquire and integrate businesses at appropriate prices and realize anticipated synergies.

We may not be able to consummate acquisitions at rates similar to the past, which could adversely impact our growth rate and our stock price.

Our ability to grow revenues, earnings and cash flows at or above our historic rates depends in part upon our ability to successfully identify acquisition targets, consummate acquisitions on favorable terms, successfully integrate acquired businesses, and realize anticipated synergies.

We may not be able to consummate acquisitions at the pace or scale achieved in the past, which could adversely impact our growth rate and stock price.

Promising acquisitions are difficult to identify and execute for a number of reasons, including high valuations, competition among prospective buyers, the availability of affordable funding in the capital markets, and the need to satisfy applicable closing conditions and obtain applicable antitrust and other regulatory approvals on acceptable terms.

Changes in accounting or regulatory requirements, or instability in the credit markets, or global crises that prevent travelling or other activities necessary for acquisitions could also adversely impact our ability to consummate acquisitions.

Our acquisitions of businesses expose us to risks that could negatively impact our financial results.

Acquisitions involve a number of financial, accounting, managerial, operational, legal, compliance and other risks and challenges, including the following, any of which could adversely affect our business and our financial statements:

any business, technology, service or product that we acquire could under-perform relative to our expectations and the price that we paid for it, or not perform in accordance with our anticipated timetable, or we could fail to make such business profitable;

we may incur or assume significant debt in connection with our acquisitions which could cause a deterioration of our credit rating, result in increased borrowing costs and interest expense and diminish our future access to the capital markets;

acquisitions could cause our results of operations to differ from our own or the investment community’s expectations in any given period, or over the long-term;

pre-closing and post-closing acquisition-related earnings charges could adversely impact our results of operations in any given period, and the impact may be substantially different from period to period;

acquisitions could create demands on our management, operational resources and financial and internal control systems that we are unable to effectively address, or for which we may incur additional costs;

we could experience difficulty in integrating personnel, operations, financial and other systems, and in retaining key employees and customers;

we may be unable to achieve cost savings or other synergies anticipated in connection with an acquisition;

we may assume by acquisition unknown liabilities, known contingent liabilities that become realized, known liabilities that prove greater than anticipated, internal control deficiencies or exposure to regulatory sanctions resulting from the acquired company’s activities.

The realization of any of these liabilities or deficiencies may increase our expenses, adversely affect our financial position or cause us to fail to meet our public financial reporting obligations;

in connection with acquisitions, we may enter into post-closing financial arrangements such as purchase price adjustments, earn-out obligations and indemnification obligations, which may have unpredictable financial results;

as a result of our acquisitions, we have recorded significant goodwill and intangible assets on our balance sheets.

If we are not able to realize the value of these assets, we may be required to incur charges relating to the impairment of these assets, which could materially impact our financial results.

The indemnification provisions of acquisition agreements by which we have acquired companies may not fully protect us and as a result we may face unexpected liabilities , or we may have acquisition agreements with no indemnification protection at all.

Certain of the acquisition agreements by which we have acquired companies require the former owners to indemnify us against certain liabilities related to the operation of the company before we acquired it.

In most of these agreements, however, the liability of the former owners is limited, and certain former owners may be unable to meet their indemnification responsibilities.

We cannot guarantee that these indemnification provisions will protect us fully or at all, and as a result we may face unexpected liabilities that could adversely impact our financial statements.

In addition, we may enter into acquisition agreements that have no indemnification protection at all.

In addition, changes in regulatory requirements, instability in the credit or capital markets, or global events that restrict travel or other activities necessary to evaluate, negotiate or complete acquisitions could adversely impact our ability to pursue and consummate acquisitions.

The indemnification provisions of acquisition agreements by which we have acquired companies may not fully protect us, which could result in unexpected liabilities.

Certain acquisition agreements by which we have acquired companies require the former owners to indemnify us against certain liabilities related to the operation of the acquired business before the acquisition.

In most cases, however, the liability of the former owners is limited, and certain former owners may be unable to meet their indemnification obligations.

We cannot guarantee that indemnification provisions will protect us fully or at all, and as a result we may face unexpected liabilities and may be required to bear the costs associated with such liabilities, which could adversely impact our business, results of operations, and financial condition.

Future strategic transactions or acquisitions may require us to seek additional financing, which we may not be able to secure on favorable terms, or at all.

We actively evaluate various strategic transactions on an ongoing basis, and in order to complete such transactions, we may need to seek additional financing.

We actively evaluate potential strategic acquisitions, and completing such transactions may require us to obtain additional financing.

We may not be able to secure such financing on favorable terms, or at all.

In addition, future acquisitions may require the issuance of additional equity securities, which may result in dilution to our stockholders, or the issuance of debt securities, which may subject us to financial risks and limits on our operations.

In addition, future acquisitions may require the issuance of equity securities, which may result in dilution to our stockholders, or the issuance of debt securities, which may increase our financial risks and impose limits on our operations.

Legal, Regulatory, Compliance, and Reputational Risks

Changes in governmental regulations may reduce demand for our products or services or increase our expenses.

We compete in markets in which we and our customers must comply with federal, state, and other regulations, such as regulations governing health and safety, food and drugs, privacy and electronic communications.

Changes in trade policies, tariffs, or industrial policies may increase our costs, disrupt our supply chain, or adversely affect demand for our products.

has announced and implemented tariffs on imports from a wide range of countries, which in turn has prompted retaliatory tariffs and other countermeasures by a number of countries.

These actions have resulted in an evolving and uncertain trade environment, with tariffs and related measures being imposed, modified, suspended, or replaced over time.

In February 2026, the U.S.

Supreme Court ruled that the International Emergency Economic Powers Act, which the U.S.

administration relied on to impose certain tariffs, does not authorize the imposition of tariffs.

In response, the U.S.

administration announced plans to implement new tariffs under alternative statutory authority.

The full impact of the U.S.

Supreme Court’s ruling and the U.S.

administration’s response remain uncertain;

as of the date of this annual report, a number of tariffs issued by the United States and other countries remain in effect.

These tariffs increase the costs of imported supplies and components, which has required us to implement surcharges and/or increase the prices of certain of our finished goods, which can adversely impact demand for our products and our competitive positioning, resulting in lower revenues.

In addition, whenever we are unable to fully recover higher costs, or whenever there is a time delay between the increase in costs and our ability to recover these costs, our margins and profitability are adversely affected.

may implement additional tariffs or other trade measures in the future, and further retaliatory actions by other countries may follow.

In addition, certain governments have implemented policies to induce “re-shoring” of supply chains, reduce reliance on imported supplies and promote national production.

For example, the Chinese government has issued a series of policies in the past several years to promote the development and use of local medical devices.

These types of policies may reduce demand for our products and adversely affect our financial results.

We are subject to extensive and evolving regulatory requirements that affect the approval, manufacture, marketing and commercialization of our products.

The process of obtaining and maintaining required regulatory approvals for our products and operations is lengthy, expensive and uncertain.

We can offer no assurance that regulatory delays will not occur, which could adversely affect our ability to introduce new products on a timely basis.

Regulatory agencies also periodically inspect our manufacturing facilities to assess compliance with “good manufacturing practices” and can subject products that have been approved to additional testing and surveillance programs.

Certain of our products are medical devices and other regulated products subject to oversight by the FDA, other U.S.

federal and state authorities, and comparable agencies in foreign jurisdictions.

We cannot guarantee that we will be able to obtain regulatory clearances, such as FDA 510(k) clearances, for new products or for modifications to, or additional indications or uses of, existing products within anticipated timeframes or at all.

Even when such approvals are obtained, they may be time-consuming, costly and subject to restrictions.

Regulatory requirements and approval processes may also change and could require the withdrawal of products from the market until new or amended clearances are obtained.

The global regulatory environment has become increasingly complex and unpredictable.

Several countries have adopted new regulatory frameworks for medical devices in recent years, and others have expanded existing requirements.

In addition, our products and operations are often subject to the rules of industrial standards bodies such as the International Standards Organization.

Failure to obtain or maintain required certifications or to comply with applicable standards could limit our ability to sell certain products or services and otherwise adversely affect our business and financial condition.

Compliance with applicable laws, regulations and standards involves substantial costs.

We and our representatives may at times be subject to reviews, inspections or investigations.

If government authorities conclude that our business practices or products do not comply with current or future statutes, regulations, agency guidance or case law, we could be subject to, among other things, fines, expenses, injunctions, civil penalties, product recalls or seizures, total or partial suspension of production, failure to receive 510(k) device clearances, withdrawal of marketing approvals, reputational damage, business disruption, loss of customers, disbarment from selling to certain government agencies, criminal prosecutions and other adverse effects.

Defending against any such actions can be costly and time-consuming and may require significant personnel resources.

Even if we are successful in defending against any such actions brought against us, our business may be negatively affected.

Evolving cybersecurity regulations, including the European Union ’ s Cyber Resilience Act, may increase our compliance costs and require changes to our products and processes.

Governments and regulatory authorities around the world are enacting and proposing new cybersecurity‑related laws and regulations that impose obligations on manufacturers of products with digital elements.

In particular, the European Union’s Cyber Resilience Act (“CRA”) establishes mandatory cybersecurity requirements applicable to certain hardware and software products sold in the European Union, including requirements relating to secure product design, vulnerability management, incident reporting and lifecycle support.

Certain reporting obligations under the CRA are expected to begin in calendar year 2026, with broader product conformity requirements phased in thereafter.

Compliance with the CRA and similar cybersecurity regulations may require us to modify the design, development, documentation, maintenance and support of certain products, enhance internal processes and controls, and devote additional resources to cybersecurity risk management, monitoring and reporting.

These laws and regulations may also increase our compliance and operational costs, expose us to regulatory scrutiny, or limit our ability to market or sell certain products in affected jurisdictions if compliance requirements are not met in a timely manner.

The interpretation and implementation of the CRA and other evolving cybersecurity regulations continue to develop, and regulatory expectations may change over time.

Failure to comply with applicable cybersecurity laws and regulations could result in enforcement actions, fines, product restrictions, recalls, reputational harm, or other adverse consequences, any of which could materially adversely affect our business, results of operations, or financial condition.

Off-label marketing of our products could result in substantial penalties.

Even where our products are approved by regulators, the FDA and other regulatory agencies strictly regulate the promotional claims that may be made about approved or cleared products.

Regulatory clearances permit us to market products only for the uses indicated on the labeling cleared by the regulator.

Although we may seek additional label indications or expanded uses, regulators may deny such requests, require additional supporting data, or impose limitations on product use as a condition of clearance.

If regulators determine that we have marketed our products for, or that our business activities promote, off-label uses, we can be subject to enforcement actions, including fines, injunctions, criminal or civil penalties, disgorgement, or curtailment of our operations.

Any such actions could significantly harm our business, results of operations and financial condition.

Certain modifications to our products may require new 510(k) clearances or other marketing authorizations and may require us to recall or cease marketing our products.

Regulatory requirements govern not only the claims that may be made about approved products, but also whether changes to those products require additional regulatory review or clearance.

Manufacturers may be required to notify the FDA of certain modifications to 510(k) cleared devices.

Manufacturers must determine whether product modifications require new clearances, and the FDA may review and disagree with the manufacturer’s determinations.

We have made product modifications in the past and may do so in the future.

If regulators disagree with our determinations regarding whether product modifications or new features require additional clearances, we may be required to cease marketing or to recall modified products until we obtain clearance, and we may be subject to significant regulatory fines or penalties.

Changes in governmental regulations or regulatory enforcement may reduce demand for our products or services or increase our expenses.

Beyond product approvals and compliance obligations, changes in regulation can also affect consumer demand and our cost structure.

We and our customers must comply with federal, state and other regulations, including those governing health and safety, food and drug oversight, privacy, and electronic communications.

We develop, configure and market our products and services to meet customer needs created by these regulations.

These regulations are complex, change frequently, have tended to become more stringent over time and may be inconsistent across jurisdictions.

Any significant change in any of these regulations (or in the interpretation or application thereof) could reduce demand for, increase our costs of producing or delay the introduction of new or modified products and services, or could restrict our existing activities, products and services.

In addition, in certain of our international markets our growth depends in part upon the introduction of new regulations.

In these markets, the delay or failure of governmental and other entities to adopt or enforce new regulations, the adoption of new regulations which our products and services are not positioned to address or the repeal of existing regulations, could adversely affect demand.

In addition, regulatory deadlines may result in substantially different levels of demand for our products and services from period-to-period.

We are subject to lawsuits and regulatory proceedings.

We have been a defendant in a number of lawsuits, and in the future may become a party to a variety of litigation and regulatory proceedings, including claims for damages arising out of the use of products or services and claims relating to intellectual property matters, employment matters, tax matters, commercial disputes, product liability, marketing matters, insurance coverage, competition and sales and trading practices, environmental matters, product retirement, personal injury, and acquisition or divestiture-related matters, as well as regulatory investigations or enforcement.

We may also become subject to lawsuits as a result of past or future acquisitions or as a result of liabilities retained from, or representations, warranties or indemnities provided in connection with, businesses we no longer operate.

Any of these lawsuits may include claims for compensatory damages, punitive and consequential damages or injunctive relief.

The defense of these lawsuits may divert our management’s attention, may require us to incur significant expenses, and may result in us being required to pay damages or settlements or become subject to equitable remedies that could adversely affect our operations and financial results.

Moreover, any insurance or indemnification rights that we may have may be insufficient or unavailable to protect us against such losses.

In addition, developments in proceedings in any given period may require us to record or adjust loss contingency estimates in our financial statements or pay cash settlements or judgments.

Any of these developments could adversely affect our financial results in any given period.

We cannot make assurances that our liabilities in connection with litigation and other legal regulatory proceedings will not exceed our estimates or adversely affect our financial results and business.

Significant changes in applicable regulations, or in the interpretation or application thereof, could reduce demand for our products and services, increase our costs of compliance or production, delay the introduction of new or modified products, or restrict our existing activities.

Potential product liability suits against us, product defects, unanticipated use or inadequate disclosure related to our products or services could adversely affect our business, reputation, results of operations, and financial condition.

Manufacturing or design defects in, unanticipated use of, safety or quality issues (or the perception of such issues) with respect to, or inadequate disclosure of risks relating to our products and services, including items that we source from third parties, can lead to personal injury, property damage or other liability.

These events could lead to recalls or safety alerts, the removal of products or services from the market, and product liability or similar claims against us.

Recalls, removals and product liability and similar claims, regardless of their validity or ultimate outcome, can result in significant costs, negative publicity and reputational harm that could reduce demand for our products and services.

In addition, our product liability insurance may be insufficient to cover all costs or liabilities arising from defects in our products or otherwise.

We are subject to lawsuits, investigations and regulatory proceedings that could result in significant costs, penalties, or liabilities.

We have been, and in the future may become, a defendant in lawsuits and regulatory proceedings.

Such litigation and regulatory proceedings could include, among others, claims for damages arising out of the use of products or services and claims relating to intellectual property, employment, tax, commercial disputes, breach of contract, product liability, marketing, insurance coverage, competition and sales practices, environmental matters, product retirement, personal injury, or acquisition- or divestiture-related matters, as well as regulatory investigations or enforcement actions.

We may also become subject to lawsuits as a result of liabilities retained from, or representations, warranties or indemnities provided in connection with, businesses we no longer operate.

These matters may involve claims for compensatory, punitive or consequential damages, as well as injunctive relief.

Defending such matters may require significant management time and expense, and may result in damages, settlements or equitable remedies that could adversely affect our operations and financial results.

In addition, any insurance or indemnification rights available to us may be insufficient or unavailable to protect us against such losses.

Developments in legal or regulatory proceedings in any given period may require us to record or adjust loss contingency estimates in our financial statements or to make cash payments in connection with settlements or judgments, which could adversely affect our financial results in that period.

We cannot make assurances that our liabilities in connection with litigation and other regulatory proceedings will not exceed our estimates or adversely affect our financial results and business.

Please see Note 13.

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Our reputation, ability to do business and prepare financial statements may be impaired by improper conduct by any of our employees, agents or business partners.

We cannot provide assurance that our internal controls and compliance systems will always protect us from acts committed by employees, agents or business partners of ours (or of businesses we acquire or partner with) that would violate U.S.

and/or non-U.S.

laws, including the laws governing payments to government officials, bribery, fraud, kickbacks and false claims, pricing, sales and marketing practices, conflicts of interest, competition, export and import compliance, money laundering and data privacy.

If we do not or cannot adequately protect our intellectual property, if third parties infringe our intellectual property rights, or if we or our customers are alleged to infringe upon others ’ intellectual property rights, we may suffer competitive injury or expend significant resources enforcing or defending our rights.

We cannot provide assurance that our internal controls, policies and compliance systems will always be effective in preventing or detecting improper conduct by our employees, agents or business partners, including those of businesses we acquire.

Such conduct could include violations of U.S.

laws and regulations relating to, among other things, payments to government officials, bribery, fraud, kickbacks and false claims, pricing, sales and marketing practices, conflicts of interest, competition, export and import compliance, anti-money laundering requirements and data privacy.

Any such violations could result in reputational harm, regulatory investigations or enforcement actions, civil or criminal penalties, disruption to our operations, and increased compliance costs, and could impair our ability to conduct business or prepare accurate financial statements.

If we do not adequately protect our intellectual property, if third parties infringe our intellectual property rights, or if we or our customers are alleged to infringe upon others ’ intellectual property rights, we may suffer competitive injury or expend significant resources enforcing or defending our rights.

We own patents, trademarks, copyrights, trade secrets and other intellectual property, which in the aggregate are important to our business.

The intellectual property rights that we obtain, however, may not be sufficiently broad or otherwise may not provide us a significant competitive advantage, and patents may not be issued for pending or future patent applications we own.

In addition, the steps that we have taken to maintain and protect our intellectual property may not prevent it from being challenged, invalidated, circumvented or designed-around, particularly in countries where intellectual property rights are not highly developed or protected, particularly in China.

In some circumstances, enforcement may not be available to us because an infringer has a dominant intellectual property position or for other business reasons, or countries may require compulsory licensing of our intellectual property.

We also rely on nondisclosure and noncompetition agreements with employees, consultants and other parties to protect, in part, trade secrets and other proprietary rights.

There can be no assurance that these agreements will adequately protect our trade secrets and other proprietary rights and will not be breached, that we will have adequate remedies for any breach, that others will not independently develop substantially equivalent proprietary information or that third parties will not otherwise gain access to our trade secrets or other proprietary rights.

However, the intellectual property rights we obtain may not be sufficiently broad or otherwise may not provide us a significant competitive advantage, and patents may not be issued for pending or future patent applications.

In addition, the measures we take to maintain and protect our intellectual property may not prevent it from being challenged, invalidated, circumvented or designed-around, particularly in countries where intellectual property rights are less developed or enforced, particularly China.

In some circumstances, enforcement may be unavailable due to an infringer’s dominant intellectual property position or for other business reasons, or countries may require compulsory licensing of our intellectual property.

We also rely on nondisclosure and noncompetition agreements with employees, consultants and other parties to protect, in part, our trade secrets and other proprietary rights.

There can be no assurance that these agreements will not be breached, that we will have adequate remedies for any breach, that others will not independently develop substantially equivalent proprietary information or that third parties will not otherwise gain access to our trade secrets or other proprietary rights.

In addition, we or our customers may be alleged to infringe upon the intellectual property of third parties.

Our failure to obtain or maintain intellectual property rights that convey competitive advantages, adequately protect our intellectual property, detect or prevent circumvention or unauthorized use of such property, and limit the cost of enforcing our intellectual property rights or defending against any allegation of infringement, could adversely impact our competitive position and results of operations.

We are subject to extensive regulation.

The process of obtaining and maintaining required regulatory approvals is lengthy, expensive and uncertain.

We can offer no assurance that delays will not occur in the future that could have a significant adverse effect on our ability to introduce new products on a timely basis.

Regulatory agencies periodically inspect our manufacturing facilities to ascertain compliance with “good manufacturing practices” and can subject approved products to additional testing and surveillance programs.

Failure to comply with applicable regulatory requirements can, among other things, result in fines, suspension of regulatory approvals, product recalls, operating restrictions and criminal penalties.

If we fail to comply with regulatory requirements, it could have an adverse effect on our results of operations and financial condition.

We, our representatives and the industries in which we operate may at times be under review and/or investigation by regulatory authorities.

Compliance with applicable regulations may affect our returns on investment, require us to incur significant expenses or modify our business model or impair our flexibility in modifying product, marketing, pricing or other strategies.

Our products and operations are also often subject to the rules of industrial standards bodies such as the International Standards Organization, and failure to comply with these rules could result in withdrawal of certifications needed to sell our products and services and otherwise adversely impact our business and financial statements.

Certain of our products are medical devices and other products subject to regulation by the U.S.

FDA, by other federal and state governmental agencies, or by comparable agencies of other countries and regions.

We cannot guarantee that we will be able to obtain regulatory clearance (such as 510(k) clearance) or approvals for new products or modifications to (or additional indications or uses of) existing products within our anticipated timeframe or at all, and if we do obtain such clearance or approval, it may be time-consuming, costly and subject to restrictions.

Our ability to obtain such regulatory clearances or approvals will depend on many factors and the process for obtaining such clearances or approvals could change over time and may require the withdrawal of products from the market until such clearances are obtained.

The global regulatory environment has become increasingly stringent and unpredictable.

Several countries that did not have regulatory requirements for medical devices have established such requirements in recent years, and other countries have expanded, or plan to expand, their existing regulations.

Ensuring that our internal operations and business arrangements with third parties comply with applicable laws and regulations involves substantial costs.

It is also possible that government authorities will conclude that our business practices do not comply with current or future statutes, regulations, agency guidance or case law.

Noncompliance with applicable laws and regulations can result in, among other things, fines, expenses, injunctions, civil penalties, recalls or seizures of products, total or partial suspension of production, failure to receive 510(k) clearance of devices, withdrawal of marketing approvals, reputational damage, business disruption, loss of customers, disbarment from selling to certain federal agencies, criminal prosecutions and other adverse effects.

Further, defending against any such actions can be costly and time-consuming and may require significant personnel resources.

Therefore, even if we are successful in defending against any such actions brought against us, our business may be negatively impacted.

Off-label marketing of our products could result in substantial penalties.

The FDA strictly regulates the promotional claims that may be made about approved or cleared products.

In particular, any clearances we may receive only permit us to market our products for the uses indicated on the labeling cleared by the FDA.

We may request additional label indications for our current products, and the FDA may deny those requests outright, require additional data to support any additional indications or impose limitations on the intended use of any cleared products as a condition of clearance.

If the FDA determines that we have marketed our products for off-label use, we can be subject to fines, injunctions or other penalties.

It is also possible that other federal, state or foreign enforcement authorities might take action if they consider our business activities to constitute promotion of an off-label use, which could result in significant penalties, including, but not limited to, criminal, civil and administrative penalties, substantial monetary penalties, damages, fines, disgorgement, exclusion from participation in government healthcare programs, and/or the curtailment of our operations.

Any of these events could significantly harm our business and financial results.

Certain modifications to our products may require new 510(k) clearances or other marketing authorizations and may require us to recall or cease marketing our products.

Once a medical device is permitted to be legally marketed in the United States pursuant to a 510(k) clearance, a manufacturer may be required to notify the FDA of certain modifications to the device.

Manufacturers determine in the first instance whether a change to a product requires a new 510(k) clearance or premarket submission, but the FDA may review any manufacturer’s decision.

The FDA may not agree with our decisions regarding whether new clearances are necessary.

We have made modifications to our products in the past and have determined based on our review of the applicable FDA regulations and guidance that in certain instances new 510(k) clearances or other premarket submissions were not required.

We may make similar modifications or add additional features in the future that we believe do not require a new 510(k) clearance.

If the FDA disagrees with our determinations and requires us to submit new 510(k) notifications, we may be required to cease marketing or to recall the modified product until we obtain clearance, and we may be subject to significant regulatory fines or penalties.

Potential product liability suits against us, product defects or unanticipated use or inadequate disclosure with respect to our products or services could adversely affect our business, reputation and our financial statements.

Manufacturing or design defects in, unanticipated use of, safety or quality issues (or the perception of such issues) with respect to, or inadequate disclosure of risks relating to the use of products and services that we make or sell, including items that we source from third parties, can lead to personal injury, property damage or other liability.

These events could lead to recalls or safety alerts, the removal of a product or service from the market and product liability or similar claims being brought against us.

Recalls, removals and product liability and similar claims, regardless of their validity or ultimate outcome, can result in significant costs, as well as negative publicity and damage to our reputation that could reduce demand for our products and services.

Our product liability insurance may not adequately cover our costs arising from defects in our products or otherwise.

Any failure to obtain or maintain intellectual property rights that convey competitive advantages, adequately protect our intellectual property, prevent circumvention or unauthorized use of such property, or limit the costs of enforcing our intellectual property rights or defending against infringement claims could adversely impact our competitive position and results of operations.

We are subject to export and import control laws and regulations that could impair our ability to compete in international markets or subject us to liability if we violate such laws and regulations.

We are subject to U.S.

export controls and sanctions regulations that restrict the shipment or provision of certain products and services to certain countries, governments, and persons.

While we take precautions to prevent our products and services from being exported in violation of these laws, we cannot guarantee that the precautions we take will prevent violations.

If we are found to be in violation of U.S.

sanctions or export control laws, it could result in substantial fines and penalties for us and for the individuals working for us.

We may also be adversely affected through other penalties, reputational harm, loss of access to certain markets, or otherwise.

Complying with export control and sanctions regulations may be time-consuming and may result in the delay or loss of sales opportunities or impose other costs.

Any change in export or import regulations, economic sanctions or related legislation, or change in the countries, governments, persons or technologies targeted by such regulations, could result in our decreased ability to export or sell certain products to existing or potential customers in affected jurisdictions.

export controls and economic sanctions laws and regulations that restrict the shipment or provision of certain products and services to specified countries, governments, and persons.

While we take precautions to prevent our products and services from being exported or provided in violation of these laws, we cannot guarantee that the precautions we take will prevent violations in all cases.

If we are found to have violated applicable laws or regulations, we could be subject to substantial fines and penalties, including penalties imposed on the individuals involved.

We may also suffer from reputational harm, loss of access to certain markets, or other adverse consequences, any of which could harm our business, financial condition, and results of operations.

Compliance with export control and sanctions regulations can be time-consuming and may result in the delay or loss of sales opportunities or impose additional costs.

Changes in export or import regulations, economic sanctions or related legislation, or change in the countries, governments, persons or technologies targeted by such regulations, could restrict our ability to export or sell certain products to existing or potential customers in affected jurisdictions.

We are subject to laws and regulations governing government contracts.

We are subject to laws and regulations governing government contracts, and failure to address these laws and regulations or comply with government contracts could harm our business by leading to a reduction in revenues associated with these customers.

We have agreements relating to the sale of our products to government entities and, as a result, we are subject to various statutes and regulations that apply to companies doing business with the government.

We are also subject to investigation for compliance with the regulations governing government contracts.

A failure to comply with these regulations could result in suspension of these contracts, criminal, civil and administrative penalties or debarment.

We have agreements relating to the sale of our products and services to government entities, and as such, we are subject to laws and regulations applicable to government contracts.

We may also be subject to reviews or investigations relating to our compliance with applicable government contract requirements.

Failure to comply with applicable laws and regulations or with the terms of our government contracts could result in suspension or termination of government contracts, criminal, civil or administrative penalties, or debarment from future government contracts.

Financial and Tax Risks

Foreign currency exchange rates may adversely affect our financial statements.

As a global company with substantial operations outside the U.S., sales and purchases in currencies other than the U.S.

dollar expose us to fluctuations in foreign currencies relative to the U.S.

dollar and may adversely affect our financial statements.

Increased strength of the U.S.

dollar increases the effective price of our products sold in U.S.

dollars into other countries, which may require us to lower our prices or adversely affect sales to the extent we do not increase local currency prices.

Decreased strength of the U.S.

dollar could adversely affect the cost of materials, products, labor and services we purchase or incur overseas.

Sales and expenses of our non-U.S.

As a global company with substantial operations outside the U.S., we conduct transactions in currencies other than the U.S.

dollar, which exposes us to foreign currency exchange rate risk and may adversely affect our financial statements.

A weakening of the U.S.

dollar can increase the cost of materials, products, labor and services that we purchase or incur outside of the United States.

Conversely, a strengthening of the U.S.

dollar can increase the effective price of our products sold in foreign markets, which can adversely affect demand or may require us to lower our prices.

In addition, certain of our businesses invoice customers in currencies other than their functional currency, and changes in exchange rates between the invoicing currency and the functional currency may result in unfavorable remeasurement effects.

The revenues and expenses of our non-U.S.

businesses are also translated into U.S.

dollars for reporting purposes and the strengthening or weakening of the U.S.

dollar could result in unfavorable translation effects.

In addition, certain of our businesses may invoice customers in a currency other than their functional currency, and movements in the invoiced currency relative to the functional currency could also result in unfavorable revaluation and translation effects.

We also face exchange rate risk from our investments in subsidiaries owned and operated in foreign countries.

We do not enter into hedging arrangements to mitigate any foreign currency exposure.

We may be required to recognize impairment losses for our goodwill and other intangible assets.

As of March 31, 2025, the net carrying value of our goodwill and other intangible assets totaled $278.6 million.

In accordance with generally accepted accounting principles, we periodically assess such assets to determine if they are impaired.

Significant negative industry or economic trends, increasing tariffs, disruptions to our business, loss of key customers, strategic shifts in our business, inability to effectively integrate acquired businesses, unexpected significant changes or planned changes in use of our assets, changes in the structure of our business, divestitures, market capitalization declines, or increases in associated discount rates may result in impairment of our goodwill and other intangible assets in the future.

Our Clinical Genomics and Peptides (a reporting unit within our Biopharmaceutical Development division) businesses are sensitive to changes in assumptions about future performance and value, and have a heightened risk of impairment losses in the future if actual results differ significantly from our estimates.

Future impairment losses could result from changes in assumptions, inputs, market factors and/or increases in the weighted average cost of capital in the future.

Assumptions used in goodwill and intangible asset impairment tests include unobservable Level 3 inputs that are subject to uncertainty.

Any losses relating to such impairments would adversely affect our reported income from operations and net (loss) income in the periods recognized.

The loss of key customers, or reductions in their demand for our products and services, could have a significant negative impact on our revenues, results of operations, and financial position.

Certain of our reporting segments sell to customers who individually comprise greater than 10% of segment revenues.

Our business, financial condition or results of operations could be adversely affected by the loss of any such customers, or by a reduction in their purchases of our products and services due to downturns in their business, changes in their business strategies, reduced capital spending, unfavorable macroeconomic conditions, or other factors.

Changes in accounting standards and subjective assumptions, estimates and judgments by management related to complex accounting matters could affect our reported financial results.

Generally accepted accounting principles and related accounting pronouncements, implementation guidelines, and interpretations with regard to a wide range of matters that are relevant to our business, such as revenue recognition, asset impairment and fair value determinations, inventories, business combinations and intangible asset valuations, and leases are highly complex and involve many subjective assumptions, estimates, and judgments.

Changes in these rules or their interpretation or changes in underlying assumptions, estimates, or judgments could significantly change our reported or expected financial performance or financial condition.

dollars for financial reporting purposes, and fluctuations in exchange rates may result in unfavorable translation effects.

We do not enter into hedging arrangements to mitigate our exposure to foreign currency exchange rate fluctuations, which may increase the impact of such fluctuations on our results of operations and financial condition.

The loss of key customers, or reductions in their demand for our products and services, could have a significant adverse effect on our revenues, results of operations, and financial position.

Certain of our reporting segments sell products and services to customers who individually comprise greater than 10% of segment revenues.

As a result, our business, financial condition or results of operations could be adversely affected by the loss of any such customer or by a reduction in their purchases of our products and services due to downturns in their business, changes in their business strategies, reduced capital spending, unfavorable macroeconomic conditions, or other factors beyond our control.

If we fail to maintain an effective system of internal controls, we may not be able to accurately report financial results or prevent fraud.

If we identify a material weakness in our internal control over financial reporting, our ability to meet our reporting obligations, investor confidence in our financial reporting, our operating results, and the trading price of our stock could be negatively affected.

Under Section 404 of the Sarbanes-Oxley Act of 2002 and rules promulgated by the SEC, companies are required to conduct an annual comprehensive evaluation of their internal control over financial reporting.

Further, each year our independent registered public accounting firm is required to attest to and report on the effectiveness of our internal control over financial reporting.

The material weaknesses in our internal controls over financial reporting as of and for our prior fiscal year ended March 31, 2024 were remediated in fiscal year 2025, and we have determined that our system of internal controls was effective as of March 31, 2025.

However, any future material weaknesses or other ineffective controls over our financial reporting could have negative impacts, including one or more of the following:

Under Section 404 of the Sarbanes-Oxley Act of 2002 (“SOX”) and rules promulgated by the SEC, we are required to maintain effective internal control over financial reporting, to conduct an annual comprehensive evaluation of those internal controls, and to have our independent registered public accounting firm attest to and report on their effectiveness.

We have in the past, and could in the future, identify material weaknesses or other deficiencies in our internal control over financial reporting.

If we fail to maintain effective internal controls or to comply with SOX requirements, our ability to meet our reporting obligations could be adversely affected, and investor confidence in our financial reporting could be harmed.

Negative impacts could also include one or more of the following:

restatement of previously filed financial statements;

failure to meet our reporting deadlines (which among other consequences could result in a default of our outstanding debt obligations);

loss of investor confidence;

restrictions our ability to access capital markets;

expenditure of significant resources to correct the deficiencies;

negative impact on the trading price of our common stock.

Failure to comply with reporting requirements could also subject us to sanctions and/or investigations by the SEC, the Nasdaq Stock Market or other regulatory authorities.

We have previously implemented several significant ERP modules and have acquired businesses that were subsequently required to adopt our systems of internal controls.

The implementation of these systems represents a change in our internal control over financial reporting.

If we fail to remedy any deficiencies or maintain the adequacy of our internal controls, we could be subject to regulatory scrutiny, civil or criminal penalties or shareholder litigation.

failure to meet our reporting deadlines, which could also result in default under our outstanding debt agreements;

restrictions in our ability to access capital markets;

increased costs and the diversion of management time and resources to remediate material weakness;

declines in the trading price of our common stock.

Failure to comply with reporting requirements could also subject us to investigations, sanctions or enforcement actions by the SEC, the Nasdaq Stock Market or other regulatory authorities.

If we fail to remediate material weaknesses or otherwise maintain effective internal controls, we could be subject to regulatory scrutiny, civil or criminal penalties or shareholder litigation.

In addition, failure to maintain adequate internal controls could result in financial statements that do not accurately reflect our operating results or financial condition.

Our failure to maintain appropriate corporate responsibility practices and disclosures could result in reputational harm, a loss of customer and investor confidence, and adverse business and financial results.

Governments, investors, customers, and employees have enhanced their focus on corporate responsibility practices and disclosures, and expectations in this area have rapidly evolved and increased.

While we monitor the various and evolving standards and associated reporting requirements, failure to adequately maintain appropriate corporate responsibility practices that meet stakeholder expectations may result in reputational harm, loss of business, reduced market valuation, an inability to attract customers, and an inability to attract and retain top talent.

We may be required to recognize impairment losses for our goodwill and other intangible assets.

As of March 31, 2026, the net carrying value of our goodwill and other intangible assets was $270.2 million.

In accordance with generally accepted accounting principles, we periodically evaluate these assets for impairment.

We have recorded impairment losses in the past and may be required to do so again in the future.

A variety of factors could trigger an impairment assessment or result in an impairment charge in the future, including adverse industry or economic trends or conditions, disruptions to our business, loss of key customers, the imposition of major tariffs, strategic shifts in our business, difficulties effectively integrating acquired businesses, unexpected or significant changes in planned use of our assets, changes in our organizational or reporting structure, divestitures, market capitalization declines, increases in our weighted average cost of capital, or unfavorable changes to our cash flow forecasts or other valuation assumptions.

The determination of whether goodwill or other intangible assets are impaired requires the use of significant estimates and assumptions, including Level 3 inputs, which are inherently subjective and involve a high degree of judgment.

If actual results differ from the assumptions used in these impairment analyses, we may be required to recognize impairment charges in the future.

Any such losses relating to asset impairments would adversely affect our reported income from operations and net income in the periods recognized.

Changes in accounting standards and subjective assumptions, estimates and judgments by management related to complex accounting matters could affect our reported financial results.

Generally accepted accounting principles and related accounting pronouncements, implementation guidelines, and interpretations are complex and require the use of significant assumptions, estimates and judgments by management.

These standards apply to a wide range of matters relevant to our business, including revenue recognition, asset impairment, inventories, business combinations, intangible assets and leases.

Changes in accounting standards or their interpretation, or changes in the assumptions, estimates, or judgments we use in applying those standards, could significantly affect our reported financial performance or financial condition.

Changes in our tax rates or exposure to additional income tax liabilities or assessments could affect our profitability.

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jurisdictions.

The amount of income taxes we pay is subject to ongoing audits by U.S.

Due to changes in tax laws and regulations, changes in the interpretation of such laws (including regulations and interpretations pertaining to the One Big Beautiful Bill Act (“OBBBA”)), the inherent ambiguity and complexity of tax laws, the subjectivity of factual interpretations, the complexity of our intercompany arrangements, uncertainties regarding the geographic mix of earnings in any particular period, and other factors, our estimates of our effective tax rate and income tax assets and liabilities may be incorrect.

As a result, our financial statements could be adversely affected, and such impacts vary significantly from period-to-period.

In addition, the amount of income taxes we pay is subject to ongoing audits by U.S.

federal, state and local tax authorities and by non-U.S.

tax authorities.

If audits result in payments or assessments different from our reserves, our future results may include unfavorable adjustments to our tax liabilities and our financial results could be adversely affected.

Any further significant changes to the tax system in the United States or in other jurisdictions (including changes in the taxation of international income as further described below) could adversely affect our financial results.

If audited results differ from our estimates or recorded reserves, we may be required to make additional tax payments or record unfavorable adjustments to our tax liabilities, which could adversely affect our financial results.

Any further significant changes to tax laws or tax system in the United States or in other jurisdictions, including changes to the taxation of international income, could adversely affect our financial results.

Changes in tax law relating to multinational corporations could adversely affect our tax position.

Congress, government agencies in non-U.S.

jurisdictions where we and our affiliates do business, and the Organization for Economic Co-operation and Development (“OECD”) have recently focused on issues related to the taxation of multinational corporations.

Many countries are beginning to implement legislation and other guidance to align their international tax rules with the OECD’s Base Erosion and Profit Shifting recommendations and action plan that aim to standardize and modernize global corporate tax policy, including changes to cross-border tax, transfer pricing documentation rules, and nexus-based tax incentive practices.

Due to the large scale of our international business activities, any substantial changes in international corporate tax policies, enforcement activities or legislative initiatives may materially adversely affect our business, the amount of taxes we are required to pay and our financial condition and results of operations generally.

Legislative bodies and government agencies in the U.S.

and other countries, as well as the Organization for Economic Co-operation and Development (“OECD”), have increasingly focused on issues related to the taxation of multinational corporations.

One example is in the area of “base erosion and profit shifting,” for which the OECD has released several components of its comprehensive plan that have been adopted and expanded by many taxing authorities to address perceived tax abuse and inconsistencies among tax jurisdictions.

As a result, tax laws and regulations in the U.S.

and other jurisdictions in which we operate could change on a prospective or retroactive basis.

Any such changes could increase our tax liabilities, adversely affect our effective tax rate, or otherwise negatively affect our business and financial results.

Our business is subject to sales tax in numerous states.

The application of indirect taxes, such as sales taxes, is a complex and evolving issue.

A company is required to collect and remit state sales tax from certain of its customers if that company is determined to have “nexus” in a particular state.

A company is required to collect and remit state sales taxes from certain of its customers if that company is determined to have “nexus” in a particular state.

The determination of nexus varies by state and often requires knowledge of each jurisdiction’s tax case law.

The application and implementation of existing, new or future laws could change the states in which we are required to collect and remit sales taxes.

If any jurisdiction determines that we have “nexus” in additional locations that we have not contemplated, it could have an adverse effect on our financial results.

If global credit market conditions deteriorate, our financial performance could be adversely affected.

The cost and availability of credit are subject to changes in the global economic environment.

If conditions in major credit markets deteriorate, our ability to obtain debt financing or the terms associated with that debt financing may be negatively affected, which could affect our results of operations.

Servicing our debt will require a significant amount of cash, and we may not have sufficient cash flow from our business or the ability to raise capital to repay the remaining principal amount of our 1.375% convertible senior notes due August 15, 2025 (the “Notes”) at maturity or repurchase the Notes in the event of a fundamental change , or to repay borrowings under our revolving credit facility, term loan, swingline loan, and letters of credit (together referred to as the "Credit Facility"), or we may incur more debt.

We incurred significant indebtedness in the form of the Notes which have an outstanding balance of $97.5 million as of March 31, 2025 and mature on August 15, 2025, unless earlier converted.

"Indebtedness" in Item 8.

Financial Statements and Supplementary Data for further information regarding our partial repurchases of the Notes.

We also have a Credit Facility, under which we have incurred significant indebtedness, and under which we could borrow additional amounts under that at any time, incurring more debt.

We intend to settle the Notes using a combination of cash on hand and a draw on our Credit Facility, which will increase our interest expense in future periods.

Holders of the Notes also have the right to require us to repurchase all or a portion of their Notes upon the occurrence of a fundamental change (as defined in the applicable indenture governing the Notes) at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, which could adversely affect our liquidity.

Our ability to make required cash payments in connection with conversions of the Notes, to repurchase the Notes in the event of a fundamental change, to repay or refinance the Notes, and/or to make required payments or refinance the Credit Facility at maturity will depend on market conditions and our future performance, which are subject to economic, financial, competitive, and other factors beyond our control.

Our debt and related debt service obligations could have negative consequences, including requiring us to dedicate significant cash flow from operations to the payment of principal and interest on our debt, reducing our flexibility in planning for or reacting to changes in our business and market conditions, and exposing us to interest rate risk on variable rate debt.

In addition, our ability to repurchase or to pay cash upon conversion or at maturity of the Notes may be limited by law or regulatory authority.

Our failure to repurchase Notes following a fundamental change as required by the applicable indenture would constitute a default under the indenture governing the Notes.

A default under the indenture or agreements governing our future indebtedness, or failure to make required payments related to any of our indebtedness, could have a material adverse effect on our business, results of operations, and financial condition.

If the payment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay indebtedness as required.

The application and implementation of existing, new or future laws could expand the jurisdictions in which we are required to collect and remit sales taxes.

If any taxing authority determines that we have established nexus in jurisdictions where we have not previously collected or remitted sales taxes, we could be subject to additional tax liabilities, interest and penalties, which could have an adverse effect on our financial results.

Servicing our debt will require a significant amount of cash, and deterioration in our financial performance or in global credit market conditions could adversely affect our ability to obtain financing or to fund our existing debt obligations.

We have a Credit Facility under which we have incurred significant indebtedness and under which we could borrow additional amounts at any time, thereby incurring more debt.

Our ability to make required payments of principal and interest or to refinance the Credit Facility upon maturity will depend on our future performance and market conditions, both of which are subject to economic, financial, competitive, and other factors beyond our control.

Our indebtedness and related debt service obligations could have negative consequences, including requiring us to dedicate significant cash flow from operations to the payment of principal and interest, reducing our flexibility in planning for or responding to changes in our business or market conditions, and exposing us to interest rate risk on our variable rate debt.

A default under the agreements governing our indebtedness, or a failure to make required payments when due, could have a material adverse effect on our business, results of operations, and financial condition.

If repayment of indebtedness were to be accelerated after any applicable notice or grace periods following a default, we may not have sufficient funds to repay the indebtedness as required.

In addition, the cost and availability of credit are subject to changes in the global economic environment, and deterioration in credit market conditions could adversely affect our ability to obtain financing, or the terms associated with debt financing may be unfavorable, which could negatively affect our results of operations.

Additional stock issuances could result in significant dilution to our stockholders.

We may issue additional equity securities to raise capital, make acquisitions, or for a variety of other purposes.

Additional issuances of our stock may be made pursuant to the exercise or conversion of new or existing convertible debt securities, stock options, or other equity incentive awards.

We may issue additional equity securities to raise capital, make acquisitions, or support other strategic initiatives.

In addition, we may issue equity securities in connection with equity incentive awards, including stock options, or future convertible debt instruments.

We rely on equity-based compensation as an important tool in recruiting and retaining employees.

The amount of dilution due to equity-based compensation of our employees and other additional issuances could be substantial.

Further, we may settle a portion of the Notes in shares.

We include shares of common stock issuable upon conversion of the Notes in our diluted earnings (loss) per share disclosures to the extent such shares are not anti-dilutive.

If we issue common stock or securities for any reason, our common stockholders would experience additional dilution and, as a result, our stock price may decline.

Our stock price may be volatile, which may subject us to a securities class action litigation or could cause shareholders to lose part or all of their investment .

The trading price of our common stock price may be volatile and could be subject to wide fluctuations in price in response to various factors, many of which are beyond our control, including:

The issuance of additional equity securities, including as a result of equity-based compensation awards, could result in substantial dilution to our stockholders and, as a result, declines in our stock price.

The market price of our common stock may be volatile, which may subject us to securities class action litigation or cause shareholders to lose part or all of their investment.

The trading price of our common stock may be volatile and could fluctuate significantly in response to various factors, many of which are beyond our control, including:

general economic, industry and market conditions;

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developments generally affecting life sciences tools companies;

the announcement of new products or product enhancements by us or our competitors;

announcements of new products or product enhancements by us or our competitors;

changes in earnings estimates or recommendations by securities analysts;

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our results of operations and financial performance.

In addition, the stock market in general, and the Nasdaq Stock Market and the market for securities of companies in and serving the pharmaceutical, medical and healthcare industries in particular, have experienced substantial price and volume volatility that is often seemingly unrelated to the operating performance of particular companies, which has resulted in decreased stock prices for many companies notwithstanding the lack of a fundamental change in their underlying business models or prospects.

These broad market fluctuations may cause the trading price of our common stock to decline, regardless of our actual operating performance.

In addition, the stock market in general, the Nasdaq Stock Market, and the market for securities of companies in and serving the pharmaceutical healthcare and medical device industries have experienced substantial price and volume volatility that is often unrelated to the operating performance of individual companies.

As such, the market price of our common stock may decline even if our business, results of operations, or prospects have not changed.

Securities class action lawsuits are frequently commenced against companies that experience significant volatility in the market price of their securities.

We may become involved in this type of litigation in the future.

Any securities litigation claims brought against us could result in substantial expense and the diversion of management’s attention from our business.

We may become involved in such litigation in the future, which could result in substantial costs and the diversion of management’s attention and resources.

Failure to maintain appropriate corporate responsibility practices and disclosures could result in reputational harm, a loss of customer and investor confidence, and adverse business and financial results.

Governments, investors, customers and employees have increasingly focused on corporate responsibility practices and related disclosures, and expectations in this area continue to evolve.

While we monitor the applicable standards and emerging reporting requirements, failure to maintain appropriate corporate responsibility practices and disclosures that meet stakeholder expectations may result in reputational harm, loss of investor confidence, reduced market valuation, and difficulty attracting or retaining customers and employees.

Any of these outcomes could adversely affect our business, results of operations, and financial condition.

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 1A. Risk Factors