AZTA

You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited interim condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and the audited financial statements and related notes contained in the 2025 Annual Report on Form 10-K. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those discussed below and in the forward-looking statements. Factors that could cause or contribute to these differences include, without limitation, those discussed in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, as well as those described in the 2025 Annual Report on Form 10-K and this Quarterly Report on Form 10-Q under “Information Related to Forward-Looking Statements”, Part I, Item 1A “Risk Factors” in the 2025 Annual Report on Form 10-K and Part II, Item 1A “Risk Factors” in the Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 and this Quarterly Report on Form 10-Q. All dollar amounts in the below MD&A are presented in U.S. dollars, unless otherwise noted or the context otherwise provides. As previously disclosed in the 2025 Annual Report on Form 10-K, in connection with the preparation of the fiscal year 2025 consolidated financial statements, we identified errors in our previously issued financial statements. We evaluated the impact of the errors and concluded they were not material, individually or in the aggregate, to any previously issued interim or annual consolidated financial statements. The figures for the three and nine months ended June 30, 2025 in this MD&A have been revised, where applicable, to reflect the impact of such corrections. Information regarding the impact of the revision to our previously issued condensed consolidated statements of operations, condensed consolidated statements of comprehensive income (loss), condensed consolidated statements of cash flows and condensed consolidated balance sheets for periods within fiscal 2025 is included in Note 20, Revision of Previously Issued Unaudited Quarterly Information, in the notes to the audited consolidated financial statements included in the section titled “Financial Statements and Supplementary Data” in Part II, Item 8 of the 2025 Annual Report on Form 10-K. Our MD&A is organized as follows: •Overview. This section provides a general description of our business and operating segments as well as a brief discussion and overall analysis of our business and financial performance, including key developments affecting us during the three and nine months ended June 30, 2026 and 2025. •Critical Accounting Policies and Estimates. This section discusses accounting policies and estimates that require us to exercise subjective or complex judgments in their application. We believe these accounting policies and estimates are important to understanding the assumptions and judgments incorporated in our reported financial results. •Results of Operations. This section provides an analysis of our financial results for the three and nine months ended June 30, 2026 compared to the three and nine months ended June 30, 2025. •Liquidity and Capital Resources. This section provides an analysis of our liquidity and changes in cash flows as well as a discussion of contractual commitments. Disposition of B Medical Systems Business On December 23, 2025, we entered into a Share Purchase Agreement with Thelema S.À.R.L., or Thelema, for the sale of the B Medical Systems business. On July 1, 2026, we completed the sale for $63.0 million, consisting of $28.0 million cash paid to us prior to closing and $35.0 million funded through a Vendor Loan Agreement between one of our wholly-owned subsidiaries and Thelema. See Note 3, Discontinued Operations in the notes to the unaudited condensed consolidated financial statements included in the section titled “Financial Statements” in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information about the sale of the B Medical Systems business. This strategic action is intended to simplify our portfolio and allow management to focus on driving revenue growth and profitability in our core Sample Management Solutions, or SMS, and Multiomics segments. The B Medical Systems business has been classified as held for sale and a discontinued operation under generally accepted accounting principles in the United States, or GAAP. Unless otherwise noted, this MD&A relates solely to our continuing operations and excludes the operations of discontinued operations. 41 Table of Contents OVERVIEW We are a leading global provider of biological and chemical compound sample exploration and management solutions for the life sciences industry. We entered the life sciences market in 2011, leveraging our in-house precision automation and cryogenics capabilities that we were then applying in the semiconductor manufacturing market. This led us to develop solutions for automated ultra-cold storage. Since then, we have expanded our life sciences offerings through internal investments and through a series of acquisitions. We support our customers from research and clinical development to commercialization with our sample management and automated storage systems, as well as genomic services expertise to help our customers bring impactful therapies to market faster. We understand the importance of sample integrity and offer a broad portfolio of products and services supporting customers at every stage of the life cycle of samples including procurement, automated storage systems, genomic services and a multitude of sample consumables, informatics and data software, along with sample repository services. Our expertise, global footprint and leadership positions enable us to be a trusted global partner to pharmaceutical, biotechnology and life sciences research institutions. In total, we employ approximately 2,900 full-time employees, part-time employees and contingent workers worldwide as of June 30, 2026 and have sales in approximately 75 countries. We are headquartered in Burlington, Massachusetts and have operations in North America, Asia, and Europe. Our portfolio includes product and service offerings developed by us internally, as well as obtained through acquisitions, designed to provide comprehensive capabilities to our customers, addressing their needs in sample exploration and management, automated storage and multiomics. We continue to develop new product and service offerings and enhance existing and acquired offerings through the expertise of our research and development resources. We believe our acquisition, investment and integration approach has allowed us to accelerate internal development and significantly accelerate time to market for our life sciences solutions. Acquisition of UK Biocentre On March 4, 2026, we acquired UK Biocentre Limited, or UK Biocentre, for a purchase price of approximately $27.5 million, net of cash acquired, including contingent consideration which we estimated the fair value to be $2.5 million as of the acquisition date. UK Biocentre is a provider of sample management, sample storage and high-throughput sample processing services in the United Kingdom. UK Biocentre’s results of operations are reported in the SMS segment from the date of acquisition. The acquisition strengthens our ability to deliver end-to-end lifecycle solutions in the United Kingdom, a life science research epicenter, while expanding our presence in Europe by establishing UK Biocentre as a European-wide operational hub to support pharmaceutical, biotechnology, academic, and public health customers across the region. This major hub will support our already established biorepository in Griesheim, Germany with current and new customers benefiting from expanded sample storage automated capabilities, reliable and fully integrated sample management and processing services, and a broader European footprint to support the region. Segments Within our SMS segment, we operate as a single business unit offering end-to-end sample management products and services, including: Sample Repository Services and Core Products (Automated Stores, Cryogenic Systems, Automated Sample Tube, Consumables and Instruments and Controlled Rate Thawing Devices). This portfolio provides customers with a high level of sample quality, security, availability, intelligence and integrity throughout the lifecycle of samples, providing customers with complete end-to-end “cold chain of custody” capabilities. We also offer expert-level consultation services to our clients throughout their experimental design and implementation processes. Within our Multiomics segment, our genomic services business advances research and development activities by providing gene sequencing, gene synthesis, and related services. We offer a comprehensive, global portfolio that we believe has broad appeal in the life sciences industry and enables customers to select the best solution for their research and development challenges. This portfolio also offers unique solutions for key markets such as cell and gene therapy, antibody development and biomarker discovery by addressing genomic complexity and throughput challenges. Business and Financial Performance Basis of Presentation Our condensed consolidated financial statements are prepared in accordance with GAAP. 42 Table of Contents Financial Performance Our performance for the three and nine months ended June 30, 2026 and 2025 is as follows: Three months ended June 30, Nine months ended June 30, In thousands 2026 2025 2026 2025 Revenue $ 161,178 $ 143,855 $ 454,615 $ 434,629 Cost of revenue 88,822 77,451 256,518 236,623 Gross profit 72,356 66,404 198,097 198,006 Operating expenses Research and development 8,853 7,417 27,475 22,132 Selling, general and administrative 67,168 60,083 195,666 199,854 Impairment of goodwill and intangible assets — — 149,083 — Restructuring charges 513 754 3,078 4,765 Total operating expenses 76,534 68,254 375,302 226,751 Operating loss (4,178) (1,850) (177,205) (28,745) Other income (expense) Interest income, net 3,825 4,973 13,310 13,760 Other income (expense), net 1,199 (820) 5,337 1,542 Income (loss) from continuing operations before income taxes 846 2,303 (158,558) (13,443) Income tax expense 2,375 2,635 5,182 13,752 Loss from continuing operations (1,529) (332) (163,740) (27,195) Income (loss) from discontinued operations, net of tax 3,985 (47,655) (10,034) (79,445) Net income (loss) $ 2,456 $ (47,987) $ (173,774) $ (106,640) Revenue increased 12% and 5%, respectively, for the three and nine months ended June 30, 2026, compared to the corresponding periods in the prior fiscal year, mainly driven by revenue growth in both operating segments. The revenue growth in our SMS segment for the three and nine months ended June 30, 2026 compared to the corresponding periods in the prior fiscal year was primarily driven by higher revenue in Sample Storage and Consumables and Instruments, as well as revenue contributions from the acquired UK Biocentre business, partially offset by lower revenues in Core Products, particularly in Automated Stores. The revenue growth in our Multiomics segment for the three and nine months ended June 30, 2026 compared to the corresponding periods in the prior fiscal year was primarily driven by Next Generation Sequencing services and Gene Synthesis services, partially offset by a decline in Sanger Sequencing services. In addition, favorable foreign currency movements contributed to revenue growth during both the three and nine months ended June 30, 2026. Gross margin was 45% and 44%, respectively, for the three and nine months ended June 30, 2026 compared to 46% for each of the corresponding periods in the prior fiscal year. The decreases for the three and nine months ended June 30, 2026 were primarily driven by lower fixed-cost absorption resulting from reduced North America sales volumes in the Sanger Sequencing services and lower sales volumes in Automated Stores, higher rework cost incurred on Automated Stores projects, and an increase in excess and obsolete inventory reserves, partially offset by improved operational efficiencies. Operating expenses increased $8.3 million and $148.6 million for the three and nine months ended June 30, 2026, respectively, compared to the corresponding periods in the prior fiscal year. The increase in the three months ended June 30, 2026 was primarily driven by increased investments in research and development and sales and marketing activities. The increase in the nine months ended June 30, 2026 was primarily attributable to a non-cash goodwill impairment charge of $149.1 million related to the Multiomics and SMS segments. Net loss from continuing operations was $1.5 million and $163.7 million for the three and nine months ended June 30, 2026, respectively, compared to a net loss from continuing operations of $0.3 million and $27.2 million, respectively, for the corresponding periods in the prior fiscal year. The higher net loss from continuing operations for the three months ended June 30, 2026 was primarily driven by increased investments in research and development and sales and marketing, while the higher net loss from continuing operations for the nine months ended June 30, 2026 was primarily attributable to the non-cash goodwill impairment charge. These impacts were partially offset by lower income tax expense in both periods. Net income from discontinued operations, net of tax, was $4.0 million for the three months ended June 30, 2026 and net loss from 43 Table of Contents discontinued operations, net of tax, was $10.0 million for the nine months ended June 30, 2026, compared to net loss from discontinued operations, net of tax, of $47.7 million and $79.4 million, respectively, for the three and nine months ended June 30, 2025. CRITICAL ACCOUNTING POLICIES AND ESTIMATES The preparation of the interim condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities, including contingent consideration. On an ongoing basis, we evaluate our estimates based on historical experience and consider various other assumptions that are believed to be reasonable under the circumstances. We evaluate current and anticipated worldwide economic conditions, both in general and specifically in relation to the life sciences industry, that serve as a basis for making judgments about the carrying values of assets and liabilities that are not readily determinable based on information from other sources. Actual results may differ from these estimates under different assumptions or conditions that could have a material impact on our financial condition and results of operations. The critical accounting estimates that we believe affect our more significant judgments and estimates used in the preparation of our condensed consolidated financial statements presented in this Quarterly Report on Form 10-Q are described under Critical Accounting Policies and Estimates included in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the 2025 Annual Report on Form 10-K. There have been no material changes to our critical accounting policies or estimates from those set forth in our Annual Report on Form 10-K, except for the inputs and assumptions used in the quantitative goodwill impairment analysis as of March 31, 2026 set forth below. During the second quarter of fiscal year 2026, we assessed several events and circumstances that could affect the significant inputs used to determine the fair value of our reporting units, including updates to forecasted cash flows, increased uncertainty in the macroeconomic and geopolitical environment, and a sustained decline in the Company’s stock price. We concluded it was more likely than not the fair value of each of the SMS and Multiomics reporting units was less than their respective carrying amounts due to the combined impact of declining stock price and revised forecasts. As a result, we completed a quantitative goodwill impairment test for each of our reporting units in accordance with ASC 350, Intangibles – Goodwill (“ASC 350”) as of March 31, 2026. For the quantitative goodwill impairment analysis performed, we compared the estimated fair values of each of our reporting units to their respective carrying amounts. The estimated fair value for each reporting unit was derived using the income approach and the market approach, weighted at 50% each as of March 31, 2026. The Discounted Cash Flow (“DCF”) Method was used in the income approach which reflected our assumptions regarding revenue growth rates, forecasted gross profit margins, operating expenses, capital expenditures, discount rates, terminal period growth rates, economic and market trends, and other expectations about the anticipated operating results of the SMS and Multiomics reporting units. The guideline company method was used in the market approach and publicly-traded companies in similar lines of business were identified and used in an analysis to estimate the fair value. Under the guideline company method, we made significant estimates and assumptions, primarily including the selection of appropriate peer group companies, control premiums appropriate for acquisitions in the industries in which the Company competes, and specific valuation multiples utilized to estimate the fair value of each reporting unit. Although we determined that estimates and assumptions used in the income approach and the market approach were reasonable, actual results may vary significantly and may expose it to material impairment charges in the future. Based on the results of the quantitative goodwill impairment analysis as of March 31, 2026, the carrying amounts of the Multiomics and SMS reporting units exceeded their respective fair values, resulting in non-cash impairment charges of $112.4 million for Multiomics and $36.6 million for SMS. The total goodwill impairment charge of $149.1 million was recorded during the quarter ended March 31, 2026, which is included within “Impairment of goodwill and intangible assets” on the Condensed Consolidated Statements of Operations for the nine months ended June 30, 2026. RESULTS OF OPERATIONS Please refer to the commentary provided below for further discussion and analysis of the factors contributing to our results of operations for the three and nine months ended June 30, 2026 compared to the three and nine months ended June 30, 2025. 44 Table of Contents Non-GAAP Financial Measures Non-GAAP financial measures are used in addition to and in conjunction with results presented in accordance with GAAP and should not be relied upon to the exclusion of GAAP financial measures. Management adjusts the GAAP results for the impact of amortization of intangible assets, impairment of goodwill and intangible assets, transformation costs, restructuring charges, purchase accounting adjustments, merger and acquisition costs, and other unallocated corporate expenses to provide investors better perspective on the results of operations which we believe is more comparable to the similar analysis provided by our peers. Management also excludes special charges and gains, such as gains and losses from the sale of assets, certain tax benefits and charges, as well as other gains and charges that are not representative of the normal operations of the business. Management uses these non-GAAP financial measures in its review and evaluation of the performance of the business. Management strongly encourages investors to review our financial statements and publicly filed reports in their entirety and not rely on any single measure. A reconciliation of non-GAAP measures to the most nearly comparable GAAP measures is included under “Operating Income (Loss)” and “Gross Margin” below. Revenue Our revenue performance for the three and nine months ended June 30, 2026 and 2025 is as follows: Three months ended June 30, Nine months ended June 30, % Change % Change In thousands, except percentages 2026 2025 2026 v. 2025 2026 2025 2026 v. 2025 Sample Management Solutions $ 88,289 $ 77,620 13.7 % $ 250,804 $ 238,575 5.1 % Multiomics 72,889 66,235 10.0 % 203,811 196,054 4.0 % Total revenue $ 161,178 $ 143,855 12.0 % $ 454,615 $ 434,629 4.6 % Our SMS segment revenue for the three and nine months ended June 30, 2026 increased approximately 14% and 5%, respectively, compared to the corresponding prior fiscal year periods, mainly driven by higher revenue in Sample Storage and Consumables and Instruments, as well as revenue contributions from the acquired UK Biocentre business, partially offset by lower revenues in Core Products, particularly in Automated Stores, during the three and nine months ended June 30, 2026. Our Multiomics segment revenue for the three and nine months ended June 30, 2026 increased approximately 10% and 4%, respectively, compared to the corresponding prior fiscal year periods, driven by revenue growth in Next Generation Sequencing and Gene Synthesis services, offset by a decline in Sanger Sequencing services. Revenue generated outside the United States was 43% and 42%, respectively, for the three and nine months ended June 30, 2026 compared to 39% and 38%, respectively, for the corresponding prior fiscal year periods. Favorable foreign currency movements also contributed to revenue growth during both the three and nine months ended June 30, 2026. 45 Table of Contents Operating Income (Loss) Our operating income (loss) performance for the three and nine months ended June 30, 2026 and 2025 is as follows (in thousands, except percentages): Three months ended June 30, Segment Corporate Azenta Total 2026 2025 2026 2025 2026 2025 Revenue: $ 161,178 $ 143,855 $ — $ — $ 161,178 $ 143,855 Operating income (loss): Operating income (loss) $ 2,051 $ 4,505 $ (6,229) $ (6,355) $ (4,178) $ (1,850) Amortization of completed technology 2,082 2,068 — — 2,082 2,068 Amortization of other intangible assets 49 — 3,567 4,123 3,616 4,123 Transformation costs(1) 56 168 216 1,374 272 1,542 Restructuring charges — — 513 754 513 754 Merger and acquisition costs(2) 204 — 2,044 58 2,248 58 Purchase accounting and other adjustments 154 38 — (5) 154 33 Total adjusted operating income (loss) $ 4,596 $ 6,779 $ 111 $ (51) $ 4,707 $ 6,728 Operating margin 1.3 % 3.1 % (2.6) % (1.3) % Adjusted operating margin 2.9 % 4.7 % 2.9 % 4.7 % Nine months ended June 30, Segment Corporate Azenta Total 2026 2025 2026 2025 2026 2025 Revenue: $ 454,615 $ 434,629 $ — $ — $ 454,615 $ 434,629 Operating income (loss): Operating loss $ (8,355) $ (2,276) $ (168,850) $ (26,469) $ (177,205) $ (28,745) Amortization of completed technology 6,017 5,876 — — 6,017 5,876 Amortization of other intangible assets 49 — 10,681 12,499 10,730 12,499 Transformation costs(1) 168 2,877 1,745 6,894 1,913 9,771 Restructuring charges — — 3,078 4,765 3,078 4,765 Impairment of goodwill and intangible assets — — 149,083 — 149,083 — Merger and acquisition costs(2) 204 — 4,232 2,316 4,436 2,316 Purchase accounting and other adjustments 175 40 — (5) 175 35 Total adjusted operating income (loss) $ (1,742) $ 6,517 $ (31) $ — $ (1,773) $ 6,517 Operating margin (1.8) % (0.5 %) (39.0) % (6.6) % Adjusted operating margin (0.4 %) 1.5 % (0.4 %) 1.5 % (1)Transformation costs represent expenses associated with discrete strategic initiatives undertaken to simplify, standardize, streamline, and optimize the Company's operations, processes, and systems. These initiatives are intended to generate long-term operational efficiencies and productivity improvements and do not meet the definition of restructuring charges. Transformation costs primarily include asset write-downs associated with technology changes, inventory write-downs related to restructuring activities, and third-party consulting costs incurred to support process and systems redesign efforts. (2)Merger and acquisition costs consist primarily of legal, accounting, valuation, and strategic advisory fees incurred in connection with acquisition and integration activities. 46 Table of Contents Three Months Ended June 30, Nine Months Ended June 30, 2026 2025 2026 2025 Revenue: Sample Management Solutions $ 88,289 $ 77,620 $ 250,804 $ 238,575 Multiomics 72,889 66,235 203,811 196,054 Total revenue $ 161,178 $ 143,855 $ 454,615 $ 434,629 Adjusted operating income (loss): Sample Management Solutions $ 4,944 $ 10,737 $ 13,035 $ 18,318 Multiomics (348) (3,958) (14,777) (11,801) Segment adjusted operating income (loss) $ 4,596 $ 6,779 $ (1,742) $ 6,517 Amortization of completed technology 2,082 2,068 6,017 5,876 Amortization of other intangible assets 3,616 4,123 10,730 12,499 Transformation costs(1) 272 1,542 1,913 9,771 Restructuring charges 513 754 3,078 4,765 Impairment of goodwill and intangible assets — — 149,083 — Merger and acquisition costs(2) 2,248 58 4,436 2,316 Purchase accounting and other adjustments 43 84 206 35 Total operating loss (4,178) (1,850) (177,205) (28,745) Interest income, net 3,825 4,973 13,310 13,760 Other income (expenses), net 1,199 (820) 5,337 1,542 Income (loss) from continuing operations before income taxes $ 846 $ 2,303 $ (158,558) $ (13,443) (1)Transformation costs represent expenses associated with discrete strategic initiatives undertaken to simplify, standardize, streamline, and optimize the Company's operations, processes, and systems. These initiatives are intended to generate long-term operational efficiencies and productivity improvements and do not meet the definition of restructuring charges. Transformation costs primarily include asset write-downs associated with technology changes, inventory write-downs related to restructuring activities, and third-party consulting costs incurred to support process and systems redesign efforts. (2)Merger and acquisition costs consist primarily of legal, accounting, valuation, and strategic advisory fees incurred in connection with acquisition and integration activities. Operating loss was $4.2 million and $177.2 million for the three and nine months ended June 30, 2026, respectively, an increase of $2.3 million and $148.5 million for the three and nine months ended June 30, 2026, respectively, compared to the corresponding periods in the prior fiscal year. The increase for the three months ended June 30, 2026 was primarily driven by higher investments in research and development and sales and marketing activities, partially offset by increased gross profit. The increase for the nine months ended June 30, 2026 was primarily attributable to a non-cash goodwill impairment charge of $149.1 million related to the Multiomics and SMS segments. Adjusted operating income for the SMS segment was $4.9 million and $13.0 million, respectively, for the three and nine months ended June 30, 2026 compared to adjusted operating income of $10.7 million and $18.3 million, respectively, for the corresponding periods in the prior fiscal year. Adjusted operating margin for the SMS segment decreased 823 basis points and 248 basis points, respectively, for the three and nine months ended June 30, 2026 compared to the corresponding periods in the prior fiscal year. The decreases in adjusted operating margin were primarily driven by higher rework cost incurred on Automated Stores projects and an increase in excess and obsolete inventory reserves. Adjusted operating loss for the Multiomics segment was $0.3 million and $14.8 million, respectively, for the three and nine months ended June 30, 2026 compared to adjusted operating loss of $4.0 million and $11.8 million, respectively, for the corresponding periods in the prior fiscal year. Adjusted operating margin for the Multiomics segment increased 550 basis points for the three months ended June 30, 2026 and decreased 123 basis points for the nine months ended June 30, 2026, compared to the corresponding periods in the prior fiscal year. The increase in adjusted operating margin for the 47 Table of Contents three months ended June 30, 2026 was primarily driven by revenue growth and improved operational efficiencies. The decrease in adjusted operating margin for the nine months ended June 30, 2026 was primarily due to reduced fixed-cost absorption resulting from lower North America sales volumes in the Sanger Sequencing services business. Gross Margin Our gross margin performance for the three and nine months ended June 30, 2026 and 2025 is as follows (in thousands, except percentages): Three months ended June 30, Sample Management Solutions Multiomics Azenta Total 2026 2025 2026 2025 2026 2025 Revenue $ 88,289 $ 77,620 $ 72,889 $ 66,235 $ 161,178 $ 143,855 Gross profit 39,126 40,180 33,230 26,224 72,356 66,404 Adjustments: Amortization of completed technology 1,393 1,208 689 860 2,082 2,068 Other adjustments — 25 — — — 25 Adjusted gross profit $ 40,519 $ 41,413 $ 33,919 $ 27,084 $ 74,438 $ 68,497 Gross margin 44.3 % 51.8 % 45.6 % 39.6 % 44.9 % 46.2 % Adjusted gross margin 45.9 % 53.4 % 46.5 % 40.9 % 46.2 % 47.6 % Nine months ended June 30, Sample Management Solutions Multiomics Azenta Total 2026 2025 2026 2025 2026 2025 Revenue $ 250,804 $ 238,575 $ 203,811 $ 196,054 $ 454,615 $ 434,629 Gross profit $ 111,993 $ 115,471 $ 86,104 $ 82,535 $ 198,097 $ 198,006 Adjustments: Amortization of completed technology 3,958 3,296 2,059 2,580 6,017 5,876 Transformation costs(1) — 51 — — — 51 Other Adjustments — 25 — — — 25 Adjusted gross profit $ 115,951 $ 118,843 $ 88,163 $ 85,115 $ 204,114 $ 203,958 Gross margin 44.7 % 48.4 % 42.2 % 42.1 % 43.6 % 45.6 % Adjusted gross margin 46.2 % 49.8 % 43.3 % 43.4 % 44.9 % 46.9 % (1)Transformation costs represent expenses associated with discrete strategic initiatives undertaken to simplify, standardize, streamline, and optimize the Company's operations, processes, and systems. These initiatives are intended to generate long-term operational efficiencies and productivity improvements and do not meet the definition of restructuring charges. Transformation costs primarily include asset write-downs associated with technology changes, inventory write-downs related to restructuring activities, and third-party consulting costs incurred to support process and systems redesign efforts. The SMS segment gross margin decreased by 745 basis points and 375 basis points, respectively, for the three and nine months ended June 30, 2026 compared to the corresponding periods in the prior fiscal year. The SMS segment adjusted gross margin decreased by 746 basis points and 358 basis points, respectively, for the three and nine months ended June 30, 2026 compared to the corresponding periods in the prior fiscal year. The decreases in both gross margin and adjusted gross margin for the three and nine months ended June 30, 2026 were primarily attributable to lower fixed-cost absorption resulting from reduced Automated Stores sales volumes, increased rework costs associated with Automated Stores projects, and higher excess and obsolete inventory reserves recognized during the fiscal 2026 periods. The Multiomics segment gross margin increased by 600 basis points and 15 basis points, respectively, for the three and nine months ended June 30, 2026 compared to the corresponding periods in the prior fiscal year. The Multiomics segment adjusted gross margin increased by 564 basis points for the three months ended June 30, 2026, but decreased by 16 basis 48 Table of Contents points for the nine months ended June 30, 2026, compared to the corresponding periods in the prior fiscal year. The improvements in gross margin and adjusted gross margin for the three months ended June 30, 2026 were primarily driven by revenue growth and enhanced operational efficiencies. The decline in the adjusted gross margin for the nine months ended June 30, 2026 was primarily attributable to reduced fixed-cost absorption resulting from lower North America sales volumes in the Sanger Sequencing services business. Research and Development Expenses Our research and development expenses for the three and nine months ended June 30, 2026 and 2025 are as follows: Three months ended June 30, Nine months ended June 30, 2026 2025 2026 2025 In thousands % of Revenue In thousands % of Revenue In thousands % of Revenue In thousands % of Revenue Sample Management Solutions $ 5,343 6.1 % $ 4,328 5.6 % $ 16,859 6.7 % $ 12,839 5.4 % Multiomics 3,510 4.8 % 3,089 4.7 % 10,616 5.2 % 9,293 4.7 % Total research and development expense $ 8,853 5.5 % $ 7,417 5.2 % $ 27,475 6.0 % $ 22,132 5.1 % Total research and development expenses increased $1.4 million and $5.3 million, respectively, for the three and nine months ended June 30, 2026 compared to the corresponding periods in the prior fiscal year, driven by our increased investment in development to support new product introductions. Selling, General and Administrative Expenses Our selling, general and administrative expenses for the three and nine months ended June 30, 2026 and 2025 are as follows: Three months ended June 30, Nine months ended June 30, 2026 2025 2026 2025 In thousands % of Revenue In thousands % of Revenue In thousands % of Revenue In thousands % of Revenue Sample Management Solutions $ 30,681 34.8 % $ 26,526 34.2 % $ 86,657 34.6 % $ 90,521 37.9 % Multiomics 30,744 42.2 % 27,954 42.2 % 92,340 45.3 % 87,628 44.7 % Corporate 5,743 3.6 % 5,603 3.9 % 16,669 3.7 % 21,705 5.0 % Total selling, general and administrative expense $ 67,168 41.7 % $ 60,083 41.8 % $ 195,666 43.0 % $ 199,854 46.0 % Total selling, general and administrative expenses increased $7.1 million for three months ended June 30, 2026 compared to the corresponding period in the prior fiscal year. The increase was primarily attributable to increased investments in sales and marketing activities and increased merger and acquisition related costs. Total selling, general and administrative expenses decreased $4.2 million for the nine months ended June 30, 2026 compared to the corresponding period in the prior fiscal year, primarily due to lower compensation expenses, partially offset by increases in sales and marketing expenses and merger and acquisition related costs. The one-time costs related to our leadership changes in the corresponding period in the prior fiscal year also contributed to the decrease in the nine months ended June 30, 2026. Impairment of Goodwill Based on the results of our quantitative goodwill impairment analysis as of March 31, 2026, the carrying amounts of our Multiomics and SMS reporting units exceeded their respective fair values, resulting in non-cash impairment charges of $112.4 million for Multiomics and $36.6 million for SMS. The total goodwill impairment charge of $149.1 million was recognized during the three months ended March 31, 2026, which is included within “Impairment of goodwill and 49 Table of Contents intangible assets” in our condensed consolidated statements of operations for the nine months ended June 30, 2026. We made significant estimates and assumptions in our quantitative goodwill impairment analysis as of March 31, 2026. Actual results may vary significantly and may expose us to material impairment charges in the future. Please refer to Note 7, Goodwill and Intangible Assets in the notes to the unaudited condensed consolidated financial statements included in the section titled “Financial Statements” in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information. Based on our annual goodwill impairment test on April 1, 2026 and qualitative assessment of goodwill impairment subsequent to April 1, 2026, we concluded that it was not more likely than not that the fair value of our each reporting unit was less than its carrying value as of June 30, 2026 and no goodwill impairment charges were recognized during the three months ended June 30, 2026. In the event the performance of any of our reporting units does not meet management expectations in the future, we experience a prolonged macroeconomic or market downturn, or there are other negative revisions to key assumptions used in the analysis used to estimate fair value, we may be required to perform additional impairment analyses which could result in one or more additional impairment charges, any one of which could have a material and adverse effect on our financial position and results of operations. Restructuring Charges Restructuring charges were $0.5 million and $3.1 million, respectively, for the three and nine months ended June 30, 2026, a decrease of $0.2 million and $1.7 million, respectively, compared to the corresponding periods in the prior fiscal year. Please refer to Note 8, Restructuring in the notes to the unaudited condensed consolidated financial statements included in the section titled “Financial Statements” in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information. Non-Operating Income Interest income, net – We recorded interest income of $3.8 million and $13.3 million, respectively, for the three and nine months ended June 30, 2026 compared to $5.0 million and $13.8 million, respectively, for the three and nine months ended June 30, 2025. The changes in interest income are a result of interest rate fluctuations in our investment portfolios. Please refer to Note 5, Marketable Securities and Note 6, Derivative Instruments in the notes to the unaudited condensed consolidated financial statements included in the section titled “Financial Statements” in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information. Other income (expense), net – We recorded other income of $1.2 million and $5.3 million, respectively, for the three and nine months ended June 30, 2026 compared to other expense of $0.8 million and other income of $1.5 million, respectively, in the corresponding periods in the prior fiscal year. Other income or expense, net primarily relates to foreign exchange gains and losses resulting from foreign currency denominated transactions and the revaluation of foreign currency denominated assets and liabilities, and non-recurring income or expenses. On March 4, 2026, we acquired UK Biocentre and settled a preexisting contractual relationship with UK Biocentre upon the business combination. As a result, we recognized $3.9 million of non-cash gain from the settlement during the three months ended March 31, 2026, which is included in “Other income (expense), net” in our condensed consolidated statements of operations for the nine months ended June 30, 2026. Please refer to Note 4, Business Combination in the notes to the unaudited condensed consolidated financial statements included in the section titled “Financial Statements” in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information. Income Tax Expense We recorded income tax expense of $2.4 million and $5.2 million, respectively, during the three and nine months ended June 30, 2026, which were primarily driven by the profit mix in foreign jurisdictions, valuation allowance implications in the United States and state income taxes in jurisdictions where we do not have a net operating loss carry over. We recorded income tax expense of $2.6 million and $13.8 million, respectively, during the three and nine months ended June 30, 2025. The tax expense in each period was primarily driven by the profits in foreign jurisdictions and state income taxes in jurisdictions where we do not have a net operating loss carry over. 50 Table of Contents On July 4, 2025, the "One Big Beautiful Bill Act" was signed into U.S. tax law, extending many international tax provisions of the 2017 Tax Cuts and Jobs Act and providing additional favorable incentives. We will continue to monitor the financial impact of these changes. In the near term, we do not expect these changes to have an impact on our effective tax rate or cash flows as we are not electing to utilize many of the key incentives available under the "One Big Beautiful Bill Act." Discontinued Operations Results related to the B Medical Systems business and legal fees and contingent liability related to the previous indemnification dispute with the buyer of the semiconductor cryogenics business are included within discontinued operations for the three and nine months ended June 30, 2026. Gain or loss from discontinued operations includes only direct operating expenses incurred that (1) are clearly identifiable as costs being disposed of upon completion of the sale and (2) will not be continued by us on an ongoing basis. Indirect expenses which supported the B Medical Systems business and remain part of continuing operations, are not reflected in loss from discontinued operations. Please refer to Note 3, Discontinued Operations, in the notes to the unaudited condensed consolidated financial statements included in the section titled “Financial Statements” in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information. LIQUIDITY AND CAPITAL RESOURCES As of June 30, 2026, we had cash and cash equivalents, restricted cash, and marketable securities of $528.5 million and stockholders’ equity of $1.5 billion. We believe that our current cash and cash equivalents will enable us to fund our operating expenses and capital expenditure requirements for at least one year from the date of this Quarterly Report on Form 10-Q and for the foreseeable future thereafter. The current global economic environment makes it difficult for us to predict longer-term liquidity requirements with certainty. We may be unable to obtain financing that may be required on terms favorable to us, if at all. If adequate funds are not available to us on acceptable terms or otherwise, we may be unable to successfully develop or enhance products and services, respond to competitive pressures, or take advantage of acquisition opportunities, any of which could have a material adverse effect on our business, financial condition and operating results. Cash Flows and Liquidity The discussion of our cash flows and liquidity that follows is stated on a total company consolidated basis. Our cash and cash equivalents, restricted cash and marketable securities for our continuing operations as of June 30, 2026 and September 30, 2025 are as follows: In thousands June 30, 2026 September 30, 2025 Cash and cash equivalents $ 189,654 $ 279,783 Restricted cash 6,654 3,696 Short-term marketable securities 136,143 61,137 Long-term marketable securities 196,087 201,585 $ 528,538 $ 546,201 As of June 30, 2026, we had $164.9 million of cash, cash equivalents and restricted cash held outside of the United States which are not currently needed for U.S. operations. We had approximately $27.1 million of cash in China as of June 30, 2026. We began repatriating cash from China to the United States during the third quarter of the fiscal year 2025 and have provided for $6.4 million of income taxes related to the repatriation plan as of June 30, 2026. We have repatriated $41.1 million from China during fiscal year 2026 and have a plan to repatriate cash from China in the future. Our marketable securities are generally readily convertible to cash without a material adverse impact. 51 Table of Contents Our cash flows on a total company consolidated basis for the nine months ended June 30, 2026 and 2025 were as follows: Nine months ended June 30, In thousands 2026 2025 Net cash provided by operating activities $ 35,805 $ 70,011 Net cash used in investing activities (73,253) (91,287) Net cash used in financing activities (51,972) (10,408) Effects of exchange rate changes on cash, cash equivalents and restricted cash (2,594) 4,510 Net decrease in cash, cash equivalents and restricted cash $ (92,014) $ (27,174) Cash inflows from operating activities for the nine months ended June 30, 2026 were $35.8 million, a decrease of $34.2 million compared to the corresponding period in the prior fiscal year. The decrease was primarily driven by a U.S. federal tax refund of $11.5 million received in the nine months ended June 30, 2025 compared to an immaterial U.S. federal tax refund received in the nine months ended June 30, 2026, as well as less favorable working capital changes, including the timing of accounts receivable collections and unfavorable movements in contract liabilities and other liabilities. Investing activities for the nine months ended June 30, 2026 include $365.4 million in purchases of marketable securities, which was offset by $295.5 million in sales and maturities of marketable securities. Investing activities for the nine months ended June 30, 2026 also include the $28.0 million deposit in connection with the completed sale of the B Medical Systems business and the $11.2 million closing cash payment for the acquisition of UK Biocentre, net of cash acquired. Financing activities for the nine months ended June 30, 2026 include $2.5 million of tax payments on net share settlements on equity awards during the nine months ended June 30, 2026 and $50.0 million payment for share repurchases. As of June 30, 2026, we had no outstanding debt on our balance sheet. Capital Resources Share Repurchase Program On December 8, 2025, our Board of Directors approved a share repurchase program authorizing the repurchase of up to $250.0 million of our common stock through December 31, 2028, or the 2025 Repurchase Program. Repurchases under the 2025 Repurchase Program may be made in the open market or through privately negotiated transactions (including under an accelerated share repurchase agreement), or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act subject to market and business conditions, legal requirements, and other factors. As of June 30, 2026, we have repurchased 2.3 million shares of common stock for $50.0 million (excluding fees, commissions, and excise tax) in open market repurchases pursuant to the 2025 Repurchase Program. All shares of common stock repurchased under the 2025 Repurchase Program have been retired, accounted for as a reduction to stockholders’ equity in the condensed consolidated balance sheets included elsewhere in this Quarterly Report on Form 10-Q and treated as a repurchase of common stock for purposes of calculating earnings per share as of the applicable settlement dates. Contractual Obligations and Requirements As of June 30, 2026, we had non-cancellable commitments of $42.5 million comprised of purchase orders for inventory of $23.0 million and other operating expense commitments of $19.5 million.