EMBC

• GAAP operating income was $48.7 million (17.9% margin) versus $94.0 million (31.8% margin) in the prior year period.
• Adjusted operating income was $69.4 million (25.5% margin) versus $109.1 million (36.9% margin) in the prior year period.
• GAAP diluted EPS was $0.36 versus $0.78 in the prior year period; adjusted diluted EPS was $0.56 versus $1.12.
• The company reaffirmed its fiscal year 2026 revenue guidance of $1,015-$1,035 million and raised adjusted operating margin and adjusted EPS guidance.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The upfront cash payment was £100 million, subject to customary adjustments including closing net cash.
• Up to an additional £50 million may be paid based on commercial milestones for Aidaptus® auto-injector sales through June 30, 2029.
• The acquisition is intended to accelerate embecta's transformation into a broad-based medical supplies company.
• Financial statements and pro forma information will be filed by amendment within 71 days.

2.01 Completion of Acquisition or Disposition of Assets · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• U.S. revenues decreased 29.4% on a reported and adjusted constant currency basis, while international revenues increased 2.1% on a reported basis.
• Net loss was $4.1 million, or $0.07 per diluted share, compared to net income of $23.5 million, or $0.40 per diluted share, in the prior year period.
• The company lowered its fiscal year 2026 guidance, now expecting reported revenues of $1,015-$1,035 million and adjusted earnings per diluted share of $1.55-$1.75.
• The Board authorized a three-year $100 million share repurchase program and reduced the quarterly dividend from $0.15 to $0.01 per share.
• The acquisition of Owen Mumford is expected to close during May 2026, with all closing conditions and regulatory approvals satisfied.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The transaction includes an upfront cash payment of £100 million at closing, plus up to £50 million in performance-based payments tied to Aidaptus® auto-injector net sales through 2028.
• The deal was unanimously approved by Embecta's board and is expected to close in Embecta's fiscal third quarter of 2026, subject to regulatory approvals and customary closing conditions.
• Owen Mumford generated net revenue of £69.4 million in fiscal year 2025, with about 80% of revenue from the UK and U.S.
• Embecta expects the acquisition to contribute to revenue growth in fiscal year 2027 and to be accretive to adjusted net income after fiscal year 2028.

1.01 Entry into a Material Definitive Agreement · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• Embecta Corp. held its 2026 Annual Meeting of Stockholders on February 11, 2026.
• Stockholders ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for fiscal year 2026 (53,083,728 for, 55,489 against).
• The advisory, non-binding say-on-pay proposal for named executive officer compensation was approved (47,665,209 for, 786,816 against).
• An amendment to the Embecta Corp. 2022 Employee and Director Equity-Based Compensation Plan was approved (41,396,703 for, 7,034,781 against).

5.07 Submission of Matters to a Vote of Security Holders

• GAAP net income was $44.1 million, or $0.74 per diluted share, compared to $0.0 million and $0.00 in the prior year period.
• Adjusted net income was $42.3 million, or $0.71 per diluted share, compared to $38.3 million and $0.65 in the prior year period.
• The company maintained its fiscal year 2026 guidance for reported revenues of $1,071-$1,093 million, adjusted operating margin of 29.0%-30.0%, and adjusted EPS of $2.80-$3.00.
• The Board declared a quarterly cash dividend of $0.15 per share, payable on March 17, 2026.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Q4 GAAP net income was $26.4 million ($0.45 diluted EPS), up from $14.6 million ($0.25 diluted EPS) in the prior year period.
• Full-year FY2025 reported revenues were $1,080.4 million, down 3.8% year over year; GAAP net income was $95.4 million ($1.62 diluted EPS), up from $78.3 million ($1.34 diluted EPS).
• For FY2026, the company expects reported revenues of $1,071-$1,093 million, adjusted operating margin of 29.0%-30.0%, and adjusted diluted EPS of $2.80-$3.00.
• The company reduced debt by approximately $184.5 million in FY2025, exceeding its original target of $110 million, and declared a quarterly dividend of $0.15 per share.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• LTG (Ret.) David F. Melcher, Non-Executive Chairman, will not stand for re-election at the 2026 annual meeting and will retire from the Board at that time.
• Neither departure resulted from any disagreement with the Company or its operations, policies, or practices.
• The independent directors expect to appoint Devdatt (Dev) Kurdikar as Chairman and Dr. Claire Pomeroy as Lead Independent Director, effective upon Melcher's departure.
• Both Albritton and Melcher had served as directors since April 2022.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits