VREX

• GAAP gross margin was 36%, non-GAAP gross margin 37%; GAAP operating margin 11%, non-GAAP operating margin 12%.
• GAAP net income was $0.37 per diluted share; non-GAAP net income was $0.31 per diluted share.
• Cash flow from operations was $21 million; cash, cash equivalents, and marketable securities were $99 million at quarter end.
• Varex received $17 million in U.S. Customs refunds for IEEPA tariffs, recorded a $7 million revenue reduction for customer reimbursements, and cancelled its earnings call due to the pending Teledyne transaction.
• No financial guidance was provided for the fourth quarter.

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

• Each Varex share will be converted into the right to receive $18.90 in cash, subject to tax withholding.
• The merger is expected to close in early 2027, subject to stockholder approval, regulatory approvals, and other customary conditions.
• Varex's board unanimously approved the merger and recommends stockholders adopt the agreement.
• A termination fee of $25.3 million may be payable by Varex to Teledyne under certain circumstances.

1.01 Entry into a Material Definitive Agreement · 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• GAAP gross margin was 34%, non-GAAP gross margin was 34%, GAAP operating margin was 7%, and non-GAAP operating margin was 9%.
• GAAP net loss was $0.19 per diluted share, while non-GAAP net income was $0.21 per diluted share.
• Cash outflows from operations were $2 million; cash, cash equivalents, and marketable securities were $88 million at quarter end.
• For fiscal year 2026, revenue is expected to be between $860 million and $880 million, and non-GAAP EPS between $0.80 and $1.00.

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

• The company drew $350M from the term loan and, with cash on hand, funded the redemption of all $368M of its 7.875% Senior Secured Notes due 2027 on March 16, 2026.
• The prior $155M revolving credit facility was terminated with no outstanding borrowings at termination.
• The refinancing used approximately $42M of cash, including an $18M net debt reduction, ~$7M call premium, ~$12M accrued interest, and ~$5M transaction fees.
• Management expects the refinancing to reduce annualized cash interest expense by more than $7 million and improve financial flexibility.

1.01 Entry into a Material Definitive Agreement · 1.02 Termination of a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• Stockholders elected Kathleen L. Bardwell, Jocelyn D. Chertoff, Timothy E. Guertin, Jay K. Kunkel, Walter M Rosebrough Jr., Sunny S. Sanyal, and Christine A. Tsingos as directors to serve until the 2027 Annual Meeting.
• The advisory vote on named executive officer compensation was approved with 33,985,913 votes for, 1,004,141 against, and 167,107 abstentions.
• Stockholders ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for fiscal year 2026 with 38,106,353 votes for, 301,360 against, and 167,513 abstentions.
• The report was filed under Item 5.07 to disclose the final voting results of the matters submitted to a vote of security holders.

5.07 Submission of Matters to a Vote of Security Holders

• First quarter fiscal year 2026 revenue was $210 million, a 5% increase year-over-year, with Medical segment revenue of $145 million and Industrial segment revenue of $65 million.
• GAAP gross margin was 33% and non-GAAP gross margin was 34%; GAAP operating margin was 7% and non-GAAP operating margin was 9%.
• Cash outflow from operations was $16 million in the quarter; cash, cash equivalents, and marketable securities totaled $126 million at quarter end.
• For Q2 FY2026, the company guides revenue between $210 million and $225 million and non-GAAP EPS between $0.15 and $0.25.

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

• GAAP net income for Q4 was $0.29 per diluted share; non-GAAP net income was $0.37 per diluted share.
• Fiscal year 2025 revenue was $845 million, up 4% year-over-year; GAAP net loss was $(1.70) per diluted share, while non-GAAP net income was $0.90 per diluted share.
• Non-GAAP EBITDA for fiscal 2025 grew 37% to $122 million, and non-GAAP EPS rose 73% to $0.90.
• For Q1 fiscal 2026, the company guides revenue between $200 million and $215 million and non-GAAP EPS between $0.05 and $0.25.

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

• Ms. Honeysett will continue as CLO until October 3, 2025, then provide transition services as a non-executive employee or advisor until December 12, 2027.
• During the Continued Service Period, she will report to the CEO and perform services as reasonably requested.
• She will receive her current salary and benefits through fiscal year 2026, then $100,000 plus health insurance and other benefits through the Continued Service Period.
• Her outstanding equity awards will continue to vest during the Continued Service Period, but she will not receive new equity grants.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements