On December 23, 2025, the Company entered into the Share Purchase Agreement with Thelema for the sale of the B Medical Systems business. On July 1, 2026, the Company completed the B Medical Transaction for $63.0 million, consisting of $28.0 million cash paid to the Company prior to closing and $35.0 million funded through the Vendor Loan Agreement described below.

Thelema is a private limited liability company incorporated under the laws of Luxembourg. Thelema deposited $9.0 million with the Company upon entering into the Share Purchase Agreement in December 2025 and subsequently made an advance payment of $19.0 million on June 30, 2026. The aggregate amount of $28.0 million was recorded in the Condensed Consolidated Balance Sheets as “Cash and cash equivalents” and “Deposit received for the sale of B Medical Systems business” as of June 30, 2026. The $9.0 million deposit had previously been recorded within the Condensed Consolidated Balance Sheets “Accrued expenses and other current liabilities” as of December 31, 2025 and March 31, 2026.

The Vendor Loan Agreement was entered into on July 1, 2026 to support and facilitate the completion of the B Medical Transaction through a $35.0 million secured term loan from the Company’s wholly-owned subsidiary, Azenta Germany GmbH, to Thelema. The loan bears interest at a rate of 6.0% per annum, with accrued interest payable in full at maturity, and matures three months following the funding date, which occurred on July 1, 2026. The loan is required to be repaid in full at maturity and may be prepaid, in whole or in part, at any time without premium or penalty subject to five (5) business days’ prior notice (or such shorter period as the parties may agree). The obligations of Thelema under the Vendor Loan Agreement are secured by a first-priority pledge over 100% of the equity interests of B Medical Systems S.à r.l. in

The Vendor Loan Agreement includes customary covenants restricting Thelema’s ability to incur additional indebtedness, make distributions, or otherwise dispose of assets, subject to exceptions, including the incurrence of acquisition financing. The Company has agreed to cooperate with Thelema and prospective third-party lenders in connection with any such acquisition financing or refinancing of the loan, including by entering into customary intercreditor, subordination or priorities arrangements and by releasing the pledge upon repayment of the loan in full. As a result, the first-priority pledge may be subordinated to, or released in connection with, acquisition or refinancing indebtedness subsequently incurred by Thelema.

The B Medical Transaction, the Vendor Loan Agreement and the Share Pledge Agreement are with a related party, an individual who served as a Vice President of the Company and Chief Executive Officer of the B Medical Systems business through the closing of the transaction, is Thelema’s majority owner. The Company’s former Vice President did not participate on behalf of the Company in the review, negotiation or approval of these arrangements, which were reviewed and approved by the Audit Committee of the Company’s Board of Directors in accordance with the Company’s policies and procedures governing related-person transactions. Additionally, the terms of the Share Purchase Agreement were negotiated through a competitive auction process.

The Company measured the B Medical Systems business at the lower of carrying value or fair value less cost to sell at each reporting period. During the three months ended June 30, 2026, the Company recognized a $6.5 million partial reversal of the previously recorded held for sale valuation allowance, primarily because the carrying value of the B Medical Systems business decreased during the period. The reversal did not exceed the cumulative loss previously recognized on assets held for sale. During the nine months ended June 30, 2026, the Company recorded $9.5 million of loss on assets held for sale based on the purchase price pursuant to the Share Purchase Agreement less estimated costs to sell and the change in the carrying value of the business between December 23, 2025 and June 30, 2026. The gain (loss) on assets held for sale is included in “Income (loss) from discontinued operations, net of tax” on the Condensed Consolidated Statements of Operations for the three and nine months ended June 30, 2026 and is included as a valuation allowance or contra-asset account within “Noncurrent assets held for sale” on the Condensed Consolidated Balance Sheet as of June 30, 2026.

The Company’s post-closing involvement with B Medical Systems business through the Vendor Loan and the Share Pledge Agreements is limited to creditor rights and collateral protection and does not provide the Company with control over the ongoing operations of B Medical Systems business. Based on assessments under both the voting interest entity and variable interest entity models, the Company concluded that deconsolidation of B Medical Systems business was appropriate effective July 1, 2026. The Company also evaluated the fair value of the $35.0 million secured term loan under the Vendor Loan Agreement and concluded that the principal amount thereof approximated fair value of the loan as of the closing date, considering the contractual terms of the loan, the expected repayment period, borrower credit risk, and the estimated value of the underlying collateral. Based on information available, the Company does not currently expect to recognize a material additional loss on the assets held for sale in the fourth quarter of fiscal year 2026.


	Three Months Ended June 30,				Nine Months Ended June 30,
	2026		2025		2026		2025
Revenue
Products	$	9,249	$	14,333	$	39,529	$	44,507
Services	1,451		1,969		7,067		6,592
Total revenue	10,700		16,302		46,596		51,099
Cost of revenue
Products	5,671		9,793		26,937		31,333
Services	3,159		1,600		8,849		6,321
Total cost of revenue	8,830		11,393		35,786		37,654
Gross profit	1,870		4,909		10,810		13,445
Operating expenses
Research and development	1,301		1,533		4,024		4,369
Selling, general and administrative	3,538		6,939		12,441		20,855
(Gain) loss on assets held for sale	(6,474)		60,858		9,491		92,706
Restructuring charges	135		373		434		1,051
Total operating (income) expenses	(1,500)		69,703		26,390		118,981
Operating income (loss)	3,370		(64,794)		(15,580)		(105,536)
Interest income (expense), net	—		(10)		1		(20)
Other income (expense), net	65		(92)		1,231		(166)
Income (loss) before income taxes	3,435		(64,896)		(14,348)		(105,722)
Income tax expense (benefit)	1,163		(17,542)		(3,138)		(26,959)
Income (loss) from discontinued operations, net of tax	$	2,272	$	(47,354)	$	(11,210)	$	(78,763)


	June 30, 2026		September 30, 2025
Assets
Cash and cash equivalents	$	8,363	$	13,206
Accounts receivable, net	6,998		10,090
Inventories	43,109		42,137
Prepaid expenses and other current assets	12,917		8,102
Current assets held for sale	$	71,387	$	73,535

Property, plant and equipment, net	$	50,673	$	50,968
Intangibles, net	122,530		126,065
Other assets	6,835		4,828
Valuation allowance	(103,349)		(96,855)
Noncurrent assets held for sale	$	76,689	$	85,006

Liabilities
Accounts payable	$	11,307	$	11,710
Deferred revenue	1,371		1,543
Accrued warranty and retrofit costs	5,785		5,248
Accrued compensation and benefits	5,179		3,909
Accrued income taxes	732		760
Accrued expenses and other current liabilities	4,952		5,098
Current liabilities held for sale	$	29,326	$	28,268

Long-term deferred tax liabilities	8,275		9,639
Long-term operating lease liabilities	3,218		2,077
Other long-term liabilities	1,487		2,575
Noncurrent liabilities held for sale	$	12,980	$	14,291

On February 1, 2022, the Company completed the sale of the semiconductor automation business for $2.9 billion in cash to Thomas H. Lee Partners, L.P. On July 1, 2019, the Company completed the sale of the semiconductor cryogenics business for $659.8 million to Edwards Vacuum LLC (a member of the Atlas Copco Group) (“Edwards”). Both the semiconductor automation business and the semiconductor cryogenics business are considered discontinued operations. In the third quarter of fiscal year 2020, Edwards asserted claims for indemnification under the definitive agreement relating to alleged breaches of representations and warranties relating to customer warranty claims and inventory (the “2020 Claim”). In addition, in January 2023, Edwards filed a lawsuit against the Company in the Supreme Court of the State of New York in the County of New York seeking indemnification from the Company under such definitive agreement for $1.0 million and other related damages, including interest and attorney’s fees, arising from a third-party claim that was included as part of their initial claims (the “2023 Claim”).

In April 2023, the Company responded to and filed a counterclaim against Edwards for the 2023 Claim alleging breach of the definitive agreements by Edwards and seeking a declaratory judgment. During the third quarter of fiscal year 2023, the Company and Edwards entered into a settlement agreement related to the 2023 Claim to avoid the costs and uncertainties of potential litigation. Under the settlement agreement, the Company paid Edwards $0.8 million from one of the indemnification escrows established at closing of the sale in return for the release of the 2023 Claim and the release to

the Company of $1.0 million from a separate indemnification escrow. The Company accrued a liability of $2.5 million for the 2020 Claim and 2023 Claim of which $0.8 million was paid during the third quarter of fiscal year 2023. The Company accrued an additional liability of $0.4 million for the 2020 Claim during the three months ended March 31, 2025 resulting in a total accrual of $2.1 million as of September 30, 2025.

The Company had been informed that Edwards sought recovery for the 2020 Claim from the representation and warranty insurance Edwards obtained in connection with the closing of the sale of the semiconductor cryogenics business. During the first quarter of fiscal year 2025, the Company was further informed that Edwards agreed to a payment under such insurance for claimed amounts more than the applicable indemnification deductibles established under the definitive agreement, but less than the total of claimed amounts submitted for recovery.

On September 12, 2025, Edwards filed a lawsuit against the Company in the Supreme Court of the State of New York in the County of New York seeking indemnification from the Company under such definitive agreement seeking more than $13.0 million, including attorney’s fees, arising from alleged breaches of representations and warranties relating to financial information provided by the Company in connection with the 2019 transaction (the “2025 Claim”). On October 21, 2025, the Company filed a motion to dismiss the 2025 Claim on the basis that all claims asserted in that action are time-barred.

On July 7, 2026, subsequent to the end of the quarter, the Supreme Court of the State of New York, Commercial Division, granted the Company’s motion to dismiss Edwards Vacuum LLC’s lawsuit (filed September 12, 2025) in its entirety, dismissing both of Edwards Vacuum LLC’s causes of action on statute of limitations grounds, and denied Edwards Vacuum LLC’s request for leave to amend its complaint. The court directed that the action be marked as disposed. Based on the nature of the court’s ruling, the Company believes that the dismissal is unlikely to be appealed or, if appealed, to be reversed. The statute of limitations defense underlying the dismissal existed as of June 30, 2026 and the ruling therefore provides additional evidence about conditions that existed at the balance sheet date. Accordingly, in accordance with ASC 855, Subsequent Events, the Company recognized the effect of the ruling in these condensed consolidated financial statements and reduced its accrual for the loss contingency by $1.8 million to $0.3 million as of June 30, 2026 which represents incurred and unpaid legal fees related to this matter. While Edwards Vacuum LLC may seek to appeal the dismissal and the ultimate outcome of any appeal cannot be assured, the Company does not currently believe that the resolution of this matter will have a material adverse effect on its consolidated financial position or results of operations.