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Azenta (Nasdaq: AZTA) Q3 revenue reaches $161M as 2026 outlook updated

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Azenta, Inc. reported third-quarter fiscal 2026 results for the quarter ended June 30, 2026. Revenue from continuing operations was $161 million, up 12% year over year, with 9% organic growth. Sample Management Solutions revenue was $88 million and Multiomics revenue was $73 million, both growing double digits.

From continuing operations, Azenta recorded an operating loss of $4.2 million with a gross margin of 44.9%. Diluted EPS from continuing operations was ($0.03), while total diluted EPS, including discontinued B Medical Systems operations, was $0.05. On a non-GAAP basis, diluted EPS from continuing operations was $0.16, and Adjusted EBITDA was $18.5 million with an 11.4% margin. The company ended the quarter with $529 million in cash, cash equivalents, restricted cash and marketable securities and generated operating cash flow of $1 million (free cash flow of negative $5 million).

Under its 2025 share repurchase program, Azenta has bought back 2.3 million shares for $50.0 million, all retired. For full-year fiscal 2026, Azenta now expects reported revenue from continuing operations of $613–$618 million, organic revenue flat to up 1%, and Adjusted EBITDA of $59–$62 million.

Positive

  • None.

Negative

  • None.

Filing Explained

After the July 1 sale closed, Azenta still has a $35 million secured vendor loan whose collectability could affect the company.

The Form 8-K reports Azenta’s fiscal third-quarter results and confirms that the B Medical Systems sale closed on July 1, 2026; the business is therefore presented as discontinued operations rather than part of continuing results.

The completed sale did not remove all related financial exposure: Azenta extended the buyer a $35 million secured vendor loan. The filing identifies the loan’s collectability, the sufficiency of its collateral, and the possibility of a related charge or impairment as matters that could affect the company.

The filing’s remaining operating results and guidance describe Azenta after the divestiture, while the vendor loan remains a specific post-closing line of exposure to monitor.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Revenue from continuing operations $161 million Quarter ended June 30, 2026; up 12% year over year with 9% organic growth
Sample Management Solutions revenue $88 million Quarter ended June 30, 2026; up 14% year over year
Multiomics revenue $73 million Quarter ended June 30, 2026; up 10% year over year
Diluted EPS from continuing operations $(0.03) Quarter ended June 30, 2026; compared with $(0.01) in Q3 fiscal 2025
Total diluted EPS $0.05 Quarter ended June 30, 2026; versus $(1.05) a year ago including discontinued operations
Adjusted EBITDA - continuing operations $18.5 million Quarter ended June 30, 2026; Adjusted EBITDA margin 11.4%
Cash, cash equivalents, restricted cash and marketable securities $529 million Balance as of June 30, 2026
Shares repurchased under 2025 program 2.3 million shares for $50.0 million Cumulative through June 30, 2026; all repurchased shares retired
discontinued operations financial
"The results of B Medical Systems are reported as discontinued operations and reflected"
Discontinued operations are parts of a company that it has decided to sell or shut down, and no longer plans to run in the future. This matters to investors because it helps them understand which parts of the business are ongoing and which are being phased out, providing a clearer picture of the company’s current performance and future prospects. Think of it like a store closing a department—it no longer contributes to sales or profits.
Adjusted EBITDA financial
"Adjusted EBITDA was $18.5 million, and Adjusted EBITDA margin was 11.4%"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
organic revenue financial
"Organic revenue, which excludes the impact of foreign exchange and the contribution"
Organic revenue is the sales a company generates from its regular business activities after stripping out extra effects like revenue added or lost from buying or selling other businesses and from currency swings. Think of it as measuring how much a store’s own customers increased spending, not growth from opening new stores or temporary price moves; investors use it to judge the true strength and sustainability of a company’s core demand.
free cash flow financial
"free cash flow (cash flow from operations less capital expenditures) was negative $5 million"
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
goodwill impairment financial
"Represents a non-cash goodwill impairment charge recognized in the second quarter of fiscal 2026"
Goodwill impairment occurs when a company’s valued reputation or brand strength, known as goodwill, is found to be worth less than previously recorded on its financial statements. This usually happens when the company's performance declines or market conditions change, signaling that the expected benefits from acquisitions or brand value are no longer as strong. It matters to investors because it can indicate that a company's assets are less valuable than initially thought, potentially affecting its overall financial health.
transformation costs financial
"Transformation costs represent expenses associated with discrete strategic initiatives undertaken"
Revenue from continuing operations $161 million up 12% year over year; organic revenue up 9%
Diluted EPS from continuing operations $(0.03) compared to $(0.01) in the third quarter of fiscal 2025
Non-GAAP diluted EPS from continuing operations $0.16 compared to $0.17 one year ago
Adjusted EBITDA - continuing operations $18.5 million Adjusted EBITDA margin 11.4%, a decrease of 60 basis points year over year
Guidance

For fiscal 2026, Azenta expects reported revenue from continuing operations between $613 and $618 million, organic revenue flat to up 1%, and Adjusted EBITDA between $59 million and $62 million.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

How did Azenta (AZTA) perform in its third quarter of fiscal 2026?

Azenta reported $161 million in revenue from continuing operations for Q3 2026, up 12% year over year, with 9% organic growth. Segments Sample Management Solutions and Multiomics delivered double-digit revenue increases, while the company remained loss-making on a GAAP basis from continuing operations.

What were Azenta (AZTA)'s earnings per share for Q3 2026?

Diluted EPS from continuing operations was ($0.03) in Q3 2026, compared with ($0.01) a year earlier. Including discontinued operations, total diluted EPS was $0.05, versus ($1.05) in the prior-year quarter, reflecting the impact of the B Medical Systems divestiture.

What non-GAAP results did Azenta (AZTA) report for Q3 2026?

Non-GAAP diluted EPS from continuing operations was $0.16 in Q3 2026, slightly below $0.17 a year earlier. Adjusted EBITDA was $18.5 million, with an 11.4% margin, down 60 basis points year over year, as higher operating costs offset revenue growth.

What guidance did Azenta (AZTA) give for full-year fiscal 2026?

Azenta now expects $613–$618 million in reported revenue from continuing operations for fiscal 2026, with organic revenue flat to up 1%. Adjusted EBITDA is projected between $59 million and $62 million, and free cash flow is expected to improve 10–15% year over year.

How strong is Azenta (AZTA)'s cash position and cash flow?

Azenta ended June 30, 2026 with $529 million in cash, cash equivalents, restricted cash and marketable securities. Q3 operating cash flow was $1 million, capital expenditures were $7 million, and free cash flow (operations less capex) was negative $5 million for the quarter.

What share repurchases has Azenta (AZTA) completed under its 2025 program?

Under the 2025 repurchase program, Azenta has repurchased 2.3 million shares of common stock for $50.0 million (excluding fees, commissions and excise tax) as of June 30, 2026. All repurchased shares have been retired, reducing the number of shares outstanding.

How did Azenta’s business segments perform in Q3 2026?

In Q3 2026, Sample Management Solutions revenue was $88 million, up 14% year over year, with 9% organic growth. Multiomics revenue was $73 million, up 10% year over year, with 8% organic growth driven mainly by Next Generation Sequencing and Gene Synthesis.
0000933974FALSE00009339742026-08-042026-08-04

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 4, 2026
Azenta, Inc.
(Exact name of registrant as specified in its charter)
Delaware0-2543404-3040660
(State or Other Jurisdiction
of Incorporation)
(Commission File
Number)
(IRS Employer
Identification No.)
200 Summit Drive, Burlington, MA 01803
(Address of principal executive offices and Zip Code)
(888) 229-3682
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueAZTAThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o



Item 2.02 Results of Operations and Financial Condition
On August 4, 2026, Azenta, Inc. (“Azenta” or the “Company”) announced via press release its financial results for the fiscal quarter ended June 30, 2026. A copy of the press release is attached hereto as Exhibit 99.1.
Limitation on Incorporation by Reference. The information in Item 2.02 and Exhibit 99.1 to this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in this Current Report and the press release attached as an exhibit hereto, this Current Report and the press release contain forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release attached as Exhibit 99.1 hereto regarding these forward-looking statements.
Item 9.01 Financial Statements and Exhibits
(d)Exhibits
EXHIBIT
NUMBER
DESCRIPTION
99.1
Press release issued on August 4, 2026 by Azenta, Inc
104Cover Page Interactive Data File (embedded within the Inline XBRL document).



SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
AZENTA, INC.
/s/ Ephraim Starr
Date: August 4, 2026Ephraim Starr
Senior Vice President, General Counsel and Secretary


Exhibit 99.1
a011a.jpg
Azenta Reports Third Quarter Results for Fiscal 2026, Ended June 30, 2026.


BURLINGTON, Mass., August 4, 2026 (PR Newswire) – Azenta, Inc. (Nasdaq: AZTA) today reported financial results for the third quarter ended June 30, 2026.

The results of B Medical Systems are reported as discontinued operations and reflected in total diluted EPS. The Company entered into a definitive agreement to sell the business during fiscal 2025, and the transaction closed on July 1, 2026, on the terms described in the Company’s Current Report on Form 8-K filed on July 8, 2026.



Quarter Ended
Dollars in millions, except per share dataJune 30,March 31,June 30,Change
20262026
2025(1)
Prior QtrPrior Yr.
Revenue from Continuing Operations$161 $145 $144 11 %12 %
Organic growth%
Sample Management Solutions$88 $81 $78 %14 %
Multiomics$73 $64 $66 14 %10 %
Diluted EPS Continuing Operations$(0.03)$(3.41)$(0.01)99 %NM
Diluted EPS Total$0.05 $(3.49)$(1.05)NMNM
Non-GAAP Diluted EPS Continuing Operations$0.16 $(0.04)$0.17 NM(6)%
Adjusted EBITDA - Continuing Operations$18 $$17 NM%
Adjusted EBITDA Margin - Continuing Operations11.4 %5.4 %12.1 %
(1)Reflects revisions for an immaterial classification error among cost of revenue, research and development expenses, and selling, general and administrative expenses, and other immaterial adjustments, as further described in the Annual Report on Form 10-K for the fiscal year ended September 30, 2025.

Management Comments
"Despite an uneven and challenging market backdrop, our third quarter results exceeded our expectations, with continued strength in our recurring revenue businesses, and a modest improvement in Multiomics in North America," said John Marotta, President and Chief Executive Officer. "While these results represent an encouraging step forward, our turnaround continues, and we remain focused on executing against our strategic priorities."


Third Quarter Fiscal 2026 Results - Continuing Operations
Revenue was $161 million, up 12% year over year. Organic revenue, which excludes a 1-percentage point impact from foreign exchange and a 3-percentage point impact from the acquisition of UK Biocentre Limited, was up 9% year over year, reflecting higher revenue in Sample Management Solutions and Multiomics.
Sample Management Solutions revenue was $88 million, up 14% year over year.
1


Organic revenue, which excludes the impact from foreign exchange and the contribution from the acquisition of UK Biocentre Limited, was up 9%, mainly driven by higher revenue in Sample Repository Solutions and Consumables and Instruments, partially offset by lower revenue in Automated Stores.
Multiomics revenue was $73 million, up 10% year over year.
Organic revenue, which excludes the impact from foreign exchange, was up 8% year over year, primarily driven by higher revenue in Next Generation Sequencing and Gene Synthesis, partially offset by lower Sanger Sequencing revenue.
Summary of GAAP Earnings Results - Continuing Operations
Operating loss was $4.2 million. Operating margin was (2.6%), down 131 basis points year over year.
Gross margin was 44.9%, a decrease of 130 basis points year over year, primarily driven by unfavorable fixed-cost absorption associated with lower sales volumes in certain areas of the portfolio as well as costs related to quality remediation and rework activities in Automated Stores. These impacts were partially offset by improved operating leverage and the benefits of ongoing cost initiatives.
Operating expenses in the quarter were $77 million, up 12% year over year, driven by higher research and development expenses and higher selling, general and administrative expenses, partially offset by lower restructuring and transformation charges.
Total other income included $4 million of net interest income, versus $5 million in the prior year period.
Diluted EPS from continuing operations was ($0.03) compared to ($0.01) in the third quarter of fiscal year 2025. Diluted EPS from discontinued operations was $0.09, compared to ($1.04) a year ago. Total diluted EPS was $0.05, compared to ($1.05) a year ago.
Summary of Non-GAAP Earnings Results - Continuing Operations
Adjusted operating income was $4.7 million. Adjusted operating margin was 2.9%, a decrease of 180 basis points year over year.
Adjusted gross margin was 46.2%, down 140 basis points compared to the third quarter of fiscal 2025, primarily driven by unfavorable fixed-cost absorption associated with lower sales volumes in certain areas of the portfolio as well as costs related to quality remediation and rework activities in Automated Stores. These impacts were partially offset by improved operating leverage and the benefits of ongoing cost initiatives.
Adjusted operating expenses in the quarter were $70 million, up 13% year over year, driven by higher selling, general and administrative expenses and higher research and development expenses.
Adjusted EBITDA was $18.5 million, and Adjusted EBITDA margin was 11.4%, a decrease of 60 basis points year over year.
Non-GAAP Diluted EPS was $0.16, compared to $0.17 one year ago.
Cash and Liquidity as of June 30, 2026
The Company ended the quarter with a total balance of cash, cash equivalents, restricted cash and marketable securities of $529 million.
Operating cash flow was $1 million in the quarter. Capital expenditures were $7 million, and free cash flow (cash flow from operations less capital expenditures) was negative $5 million.
Share Repurchase Program Update
On December 8, 2025, our Board of Directors approved a share repurchase program authorizing the repurchase of up to $250 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, the Company repurchased 2.3 million shares of common stock for $50.0 million (excluding fees, commissions, and excise tax) pursuant to the 2025 Repurchase Program. All shares of common stock repurchased under the 2025 Repurchase Program have been retired.




2


Fourth Quarter Fiscal 2026 Guidance - Continuing Operations
Total organic revenue, which excludes the impact of foreign exchange and the contribution from the acquisition of UK Biocentre Limited, is expected to decline approximately in the low single digits relative to the fourth quarter of fiscal 2025.
Adjusted EBITDA is expected to range approximately between $20 million and $23 million.

Full Year Fiscal 2026 Guidance - Continuing Operations
The Company now expects total reported revenue from continuing operations to range approximately between $613 to $618 million, compared to prior guidance of $603 to $621 million for the fiscal year ending September 30, 2026.
Total organic revenue, which excludes the impact of foreign exchange and the contribution from the acquisition of UK Biocentre Limited, is now expected to range approximately between flat to up 1%, compared to prior guidance of down 2% to up 1% relative to fiscal 2025.
Organic revenue for Sample Management Solutions is expected to grow low-single-digits, consistent with prior guidance.
Organic revenue for Multiomics is now expected to range approximately between down 1% to flat, compared to prior guidance of down mid-single-digits.
Adjusted EBITDA is expected to be in the range of $59 million to $62 million, including an anticipated impact of approximately 30 basis points of margin dilution from the UK Biocentre acquisition.
Free cash flow (cash flow from operations less capital expenditures) is expected to improve approximately 10% to 15% year-over-year, consistent with prior guidance.

Azenta does not provide forward-looking guidance on a GAAP basis for the measures on which it provides forward-looking non-GAAP guidance as the Company is unable to provide a quantitative reconciliation of forward-looking non-GAAP measures to the most directly comparable forward-looking GAAP measure, without unreasonable effort, because of the inherent difficulty in accurately forecasting the occurrence and financial impact of the various adjusting items necessary for such reconciliations that have not yet occurred, are dependent on various factors, are out of the Company's control, or cannot be reasonably predicted. Such adjustments include, but are not limited to, transformation costs, restructuring charges, costs related to acquisitions and divestitures, governance-related matters, goodwill and intangible impairments, stock-based compensation, and other gains and charges that are not representative of the normal operations of the business.
Conference Call and Webcast
Azenta management will webcast its third quarter fiscal 2026 earnings conference call on August 5, 2026 at 8:30 a.m. Eastern Time. During the call, Company management will respond to questions concerning, but not limited to, the Company's financial performance, business conditions and industry outlook. Management's responses could contain information that has not been previously disclosed.
The call will be broadcast live over the Internet and, together with presentation materials and supplemental information referenced on the call, will be hosted at the Investor Relations section of Azenta’s website at https://investors.azenta.com/events. The supplemental information is being posted at the time of this earnings release, and the presentation materials will be posted ahead of the earnings call. A replay of the webcast will be archived on the website for convenient on-demand access.
Regulation G Use of Non-GAAP Financial Measures
This release includes non-GAAP financial measures, including organic revenue, adjusted gross profit and margin, adjusted operating income, expenses and margin, EBITDA, Adjusted EBITDA and Adjusted EBITDA margin, non-GAAP net income, non-GAAP diluted EPS and free cash flow. Management believes these measures give investors additional insight into the results of business operations, improve period-to-period comparability and facilitate comparison with peers. Management uses these measures to evaluate business performance and uses organic revenue (referred to as Core Revenue in the Company’s proxy statement), Adjusted EBITDA and free cash flow in determining compensation under the Company’s annual incentive plan. They are not presented in accordance with, and are not a substitute for, U.S. generally accepted accounting principles, or GAAP, should always be considered together with the most directly comparable GAAP measures, and may not be comparable to similarly titled measures used by other companies. These measures are presented on a continuing operations basis, except free cash flow, which is presented on a total company basis inclusive of B Medical Systems. Non-GAAP diluted EPS does not exclude stock-based compensation; the Company separately presents non-GAAP adjusted net income excluding stock-based compensation. Reconciliations to the most directly comparable GAAP measures, and descriptions of the adjustments, are included at the end of this release under “Notes on Non-GAAP Financial Measures.” Certain amounts may not sum due to rounding, and all percentages are calculated using unrounded amounts.

3


“Safe Harbor Statement under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended
Some statements in this release are forward-looking statements made under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are neither promises nor guarantees but involve risks and uncertainties, both known and unknown, that could cause Azenta’s actual financial and business results to differ materially from those expressed or implied by such statements. They are based on the facts and assumptions known to management at the time they are made. Forward looking statements include, but are not limited to, statements regarding the Company’s guidance and outlook for fiscal year 2026, including revenue, organic revenue growth, earnings, Adjusted EBITDA margin and free cash flow expectations; expectations regarding the timing, execution and benefits of operational, commercial and organizational transformation initiatives; anticipated productivity improvements and cost actions; expectations regarding demand trends and end market conditions; statements regarding the Company’s long range plan and multi-year financial targets, including the extension of the long range plan timeline to 2029.

Factors that could cause actual results to differ materially from those expressed or implied by forward looking statements include, but are not limited to: the Company’s ability to execute on and realize the expected benefits from its transformation and operational improvement initiatives; changes in customer demand, purchasing behavior or funding conditions in the markets the Company serves; macroeconomic, geopolitical or regulatory developments; the impact of foreign currency fluctuations; the Company’s ability to effectively manage costs, improve productivity and achieve anticipated margin improvements; supply chain disruptions; competitive dynamics; the ability of customers to meet payment obligations; risks relating to the collectability and timely repayment of the $35 million secured vendor loan extended to the buyer in connection with the B Medical Systems divestiture, including the buyer's ability to obtain permanent financing, the sufficiency of the collateral securing the loan, and the potential for an associated charge or impairment; and other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission, including but not limited to its Annual Report on Form 10 K, Quarterly Reports on Form 10 Q and Current Reports on Form 8 K. Because forward looking statements relate to future events and are based on current expectations, they are inherently subject to significant uncertainties, particularly with respect to projections and assumptions extending over multiple years. As a result, actual outcomes may differ materially from those projected.

Azenta expressly disclaims any obligation or undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.


About Azenta Life Sciences
Azenta, Inc. (Nasdaq: AZTA) is a leading provider of life sciences solutions worldwide, enabling life science organizations around the world to bring impactful breakthroughs and therapies to market faster. Azenta provides a full suite of reliable cold-chain sample management solutions and multiomics services across areas such as drug development, clinical research and advanced cell therapies for the industry's top pharmaceutical, biotech, academic and healthcare institutions globally. Our global team delivers and supports these products and services through our industry-leading brands, including GENEWIZ, FluidX, Ziath, 4titude, Limfinity, Freezer Pro, and Barkey.
Azenta is headquartered in Burlington, Massachusetts, with operations in North America, Europe, and Asia. For more information, please visit www.azenta.com.
AZENTA INVESTOR CONTACTS:
Yvonne Perron
Vice President, Financial Planning & Analysis and Investor Relations
ir@azenta.com
Maria Isabel Cuartas
Manager Investor Relations
ir@azenta.com
4


AZENTA, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(In thousands, except per share data)
Three Months Ended
June 30,
Nine Months Ended
June 30,
2026202520262025
Revenue
Products$41,259 $39,387 $119,985 $125,169 
Services119,919 104,468 334,630 309,460 
Total revenue161,178 143,855 454,615 434,629 
Cost of revenue
Products25,018 19,572 71,889 68,607 
Services63,804 57,879 184,629 168,016 
Total cost of revenue88,822 77,451 256,518 236,623 
Gross profit72,356 66,404 198,097 198,006 
Operating expenses
Research and development8,853 7,417 27,475 22,132 
Selling, general and administrative67,168 60,083 195,666 199,854 
Impairment of goodwill and intangible assets— — 149,083 — 
Restructuring charges513 754 3,078 4,765 
Total operating expenses76,534 68,254 375,302 226,751 
Operating loss(4,178)(1,850)(177,205)(28,745)
Other income (expense)
Interest income, net3,825 4,973 13,310 13,760 
Other income (expense), net1,199 (820)5,337 1,542 
Income (loss) from continuing operations before income taxes846 2,303 (158,558)(13,443)
Income tax expense2,375 2,635 5,182 13,752 
Loss from continuing operations(1,529)(332)(163,740)(27,195)
Income (loss) from discontinued operations, net of tax3,985 (47,655)(10,034)(79,445)
Net income (loss)$2,456 $(47,987)$(173,774)$(106,640)
Basic net income (loss) per share:
Loss from continuing operations$(0.03)$(0.01)$(3.58)$(0.59)
Income (loss) from discontinued operations, net of tax$0.09 $(1.04)$(0.22)$(1.74)
Basic net income (loss) per share$0.05 $(1.05)$(3.80)$(2.33)
Diluted net income (loss) per share:
Loss from continuing operations$(0.03)$(0.01)$(3.58)$(0.59)
Income (loss) from discontinued operations, net of tax$0.09 $(1.04)$(0.22)$(1.74)
Diluted net income (loss) per share$0.05 $(1.05)$(3.80)$(2.33)
Weighted average shares used in computing net income (loss) per share:
Basic45,28645,78045,75945,712
Diluted45,28645,78045,75945,712
5


AZENTA, INC.
CONSOLIDATED BALANCE SHEETS
(unaudited)
(In thousands, except share and per share data)
June 30,
2026
September 30,
2025
Assets
Current assets
Cash and cash equivalents$189,654 $279,783 
Short-term marketable securities136,143 61,137 
Accounts receivable, net of allowance for expected credit losses ($3,953 and $4,649, respectively)
143,675 142,181 
Inventories79,082 74,956 
Short-term restricted cash2,414 2,359 
Refundable income taxes5,846 9,728 
Prepaid expenses and other current assets53,150 64,660 
Current assets held for sale71,387 73,535 
Total current assets681,351 708,339 
Property, plant and equipment, net172,427 153,954 
Long-term marketable securities196,087 201,585 
Long-term deferred tax assets494 726 
Operating lease right-of-use assets61,421 54,048 
Goodwill547,457 702,395 
Intangible assets, net85,688 101,814 
Long-term income taxes receivable45,600 45,600 
Other assets8,997 6,115 
Noncurrent assets held for sale76,689 85,006 
Total assets$1,876,211 $2,059,582 
Liabilities and stockholders' equity
Current liabilities
Accounts payable$39,381 $37,722 
Deferred revenue36,041 31,569 
Derivative liability28,435 33,420 
Accrued warranty and retrofit costs4,047 4,713 
Accrued compensation and benefits30,965 35,799 
Customer deposits35,355 26,499 
Accrued income taxes payable6,775 9,416 
Deposit received for the sale of B Medical Systems business28,000 — 
Accrued expenses and other current liabilities34,249 30,268 
Current liabilities held for sale29,326 28,268 
Total current liabilities272,574 237,674 
Long-term deferred tax liabilities15,836 18,245 
Long-term operating lease liabilities53,967 51,244 
Other long-term liabilities10,725 11,142 
Noncurrent liabilities held for sale12,980 14,291 
Total liabilities366,082 332,596 
Stockholders' equity
Preferred stock, $0.01 par value - 1,000,000 shares authorized, no shares issued or outstanding— — 
Common stock, $0.01 par value - 125,000,000 shares authorized, 57,226,616 shares issued and 43,764,747 shares outstanding at June 30, 2026; 59,320,848 shares issued and 45,858,979 shares outstanding at September 30, 2025572 594 
Additional paid-in capital493,071 529,605 
Accumulated other comprehensive loss(28,740)(22,213)
Treasury stock, at cost - 13,461,869 shares at June 30, 2026 and September 30, 2025(200,956)(200,956)
Retained earnings1,246,182 1,419,956 
Total stockholders' equity1,510,129 1,726,986 
Total liabilities and stockholders' equity$1,876,211 $2,059,582 
6


AZENTA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(In thousands)
Nine Months Ended June 30,
20262025
Cash flows from operating activities
Net loss$(173,774)$(106,640)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization41,230 46,775 
Impairment of goodwill and intangible assets149,083 — 
Non-cash gain from settlement of preexisting contractual relationship (3,858)— 
Loss on assets held for sale9,491 92,706 
Inventory write-downs and other non-cash items1,301 3,866 
Stock-based compensation15,232 16,716 
Amortization and accretion on marketable securities(1,088)(1,318)
Deferred income taxes(3,563)(20,385)
Loss on disposals of property, plant and equipment14 759 
Changes in operating assets and liabilities:
Accounts receivable4,073 38,799 
Inventories(9,501)(9,998)
Accounts payable(655)(365)
Deferred revenue1,986 7,156 
Accrued warranty and retrofit costs84 38 
Accrued compensation and tax withholdings(3,816)3,604 
Accrued restructuring costs26 (51)
Other assets and liabilities9,540 (1,651)
Net cash provided by operating activities35,805 70,011 
Cash flows from investing activities
Purchases of property, plant and equipment(20,234)(25,997)
Purchases of marketable securities(365,358)(312,990)
Sales and maturities of marketable securities295,489 242,527 
Acquisition of UK Biocentre, net of cash acquired(11,150)— 
Proceeds from other investment— 2,130 
Net investment hedge settlement— 3,043 
Deposit received for the sale of B Medical Systems business28,000 — 
Net cash used in investing activities(73,253)(91,287)
Cash flows from financing activities
Proceeds from issuance of common stock1,178 1,553 
Payments of finance leases(583)(585)
Withholding tax payments on net share settlements on equity awards(2,521)— 
Excise tax payment for settled share repurchases— (11,376)
Share repurchases(50,046)— 
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, cash equivalents and restricted cash, beginning of period296,685 320,990 
Cash, cash equivalents and restricted cash, end of period$204,671 $293,816 
Supplemental disclosures:
Cash paid for income taxes, net$7,017 $2,243 
Purchases of property, plant and equipment included in accounts payable and accrued expenses$6,978 $4,652 
Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheets
June 30,
2026
September 30,
2025
Cash and cash equivalents of continuing operations$189,654 $279,783 
Cash included in current assets held for sale8,363 13,206 
Short-term restricted cash2,414 2,359 
Long-term restricted cash included in other assets4,240 1,337 
Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows$204,671 $296,685 
7


Notes on Non-GAAP Financial Measures - Continuing Operations
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, restructuring charges, purchase price accounting adjustments and charges related to M&A, costs related to the Company’s business transformation initiatives and share repurchases to provide investors better perspective on the results of operations which the Company believes is more comparable to the similar analysis provided by its peers. Management also excludes special charges and gains, such as impairment losses, 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 strongly encourages investors to review our financial statements and publicly filed reports in their entirety and not rely on any single measure.
Quarter Ended
June 30, 2026March 31, 2026
June 30, 2025(*)
Amounts in thousands, except per share data$per diluted share$per diluted share$per diluted share
Net loss from continuing operations$(1,529)$(0.03)$(157,021)$(3.41)$(332)$(0.01)
Adjustments:
Amortization of completed technology2,082 0.05 2,076 0.05 2,068 0.05 
Amortization of other intangible assets3,616 0.08 3,563 0.08 4,123 0.09 
Transformation costs(1)
272 0.01 440 0.01 1,542 0.03 
Restructuring charges513 0.01 1,422 0.03 754 0.02 
Impairment of goodwill and intangible assets(2)
— — 149,083 3.24 — — 
Merger and acquisition costs(3)
2,248 0.05 2,175 0.05 58 0.00 
Non-recurring other adjustments(4)
— 0.00 (3,858)(0.08)38 0.00 
Purchase accounting adjustments154 0.00 — — — — 
Tax effect of adjustments (198)0.00 331 0.01 (534)(0.01)
Other adjustments— — 13 0.00 — — 
Non-GAAP adjusted net income (loss) from continuing operations$7,158 $0.16 $(1,776)$(0.04)$7,717 $0.17 
Stock-based compensation, pre-tax4,692 0.10 6,268 0.14 3,045 0.07 
Tax rate13%— 13%— 17%— 
Stock-based compensation, net of tax4,082 0.09 5,453 0.12 2,536 0.06 
Non-GAAP adjusted net income excluding stock-based compensation - continuing operations$11,240 $0.25 $3,677 $0.08 $10,253 $0.22 
Shares used in computing non-GAAP diluted net income per share45,28646,06345,780
8


Nine Months Ended
June 30, 2026
June 30, 2025(*)
Amounts in thousands, except per share data$per diluted share$per diluted share
Net loss from continuing operations$(163,740)$(3.58)$(27,195)$(0.59)
Adjustments:
Amortization of completed technology6,0170.13 5,876 0.13 
Amortization of other intangible assets10,7300.23 12,499 0.27 
Transformation costs(1)
1,9130.04 9,771 0.21 
Restructuring charges3,0780.07 4,765 0.10 
Impairment of goodwill and intangible assets(2)
149,0833.26 — — 
Merger and acquisition costs(3)
4,4360.10 2,316 0.05 
Non-recurring other adjustments(4)
(3,858)(0.08)(2,097)(0.05)
Purchase accounting adjustment1540.00 — — 
Tax adjustments(5)
— 7,300 0.16 
Tax effect of adjustments 1,7040.04 571 0.01 
Other adjustments220.00 — — 
Non-GAAP adjusted net income from continuing operations$9,539$0.21 $13,806 $0.30 
Stock-based compensation, pre-tax14,8220.32 15,949 0.35 
Tax rate13%— 17 %— 
Stock-based compensation, net of tax12,8950.28 13,238 0.29 
Non-GAAP adjusted net income excluding stock-based compensation - continuing operations$22,434 $0.49 $27,044 $0.59 
Shares used in computing non-GAAP diluted net income per share45,75945,712 
(*)See footnote (1) on Page 1.
(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)Represents a non-cash goodwill impairment charge recognized in the second quarter of fiscal 2026 as a result of the Company's quantitative goodwill impairment analysis as of March 31, 2026, including $112.4 million for the Multiomics reporting unit and $36.6 million for the Sample Management Solutions reporting unit.
(3)Merger and acquisition costs consist primarily of legal, accounting, valuation, and strategic advisory fees incurred in connection with acquisition and integration activities.
(4)The Company recognized $3.9 million non-cash gain from the settlement of the pre-existing contractual relationship with UK Biocentre Limited in the second quarter of fiscal 2026. The Company received $2.1 million of cash proceeds from a cost method investment which had no cost basis in the second quarter of fiscal 2025. These are non-recurring and non-operational adjustments.
(5)Tax adjustments for the nine months ended June 30, 2025 are primarily driven by tax expenses related to a one-time repatriation of historical earnings from China.

9


Quarter EndedNine Months Ended
Dollars in thousandsJune 30, 2026March 31, 2026
June 30, 2025(*)
June 30, 2026
June 30, 2025(*)
GAAP net loss$2,456 $(160,798)$(47,987)$(173,774)$(106,640)
Less: Loss from discontinued operations3,985 (3,777)(47,655)(10,034)(79,445)
GAAP net loss from continuing operations(1,529)(157,021)(332)(163,740)(27,195)
Adjustments:
Interest income, net(3,825)(4,387)(4,973)(13,310)(13,760)
Income tax expense2,375 (323)2,635 5,182 13,752 
Depreciation7,861 8,338 8,399 24,406 23,695 
Amortization of completed technology2,082 2,076 2,068 6,017 5,876 
Amortization of other intangible assets3,616 3,563 4,123 10,730 12,499 
Earnings before interest, taxes, depreciation and amortization - Continuing operations$10,580 $(147,754)$11,920 $(130,715)$14,867 
Quarter EndedNine Months Ended
Dollars in thousandsJune 30, 2026March 31, 2026
June 30, 2025(*)
June 30, 2026
June 30, 2025(*)
Earnings before interest, taxes, depreciation and amortization - Continuing operations$10,580 $(147,754)$11,920 $(130,715)$14,867 
Adjustments:
Stock-based compensation4,692 6,268 3,045 14,822 15,949 
Restructuring charges513 1,422 754 3,078 4,765 
Impairment of goodwill and intangible assets(1)
— 149,083 — 149,083 — 
Merger and acquisition costs(2)
2,248 2,175 58 4,436 2,316 
Transformation costs(3)
272 440 1,542 1,913 9,771 
Non-recurring other adjustments(4)
— (3,858)38 (3,858)(2,097)
Purchase accounting adjustment154 — — 154 — 
Adjusted earnings before interest, taxes, depreciation and amortization - Continuing operations$18,459 $7,776 $17,357 $38,913 $45,571 

(*)See footnote (1) on Page 1.
(1)Represents a non-cash goodwill impairment charge recognized in the second quarter of fiscal 2026 as a result of the Company's quantitative goodwill impairment analysis as of March 31, 2026, including $112.4 million for the Multiomics reporting unit and $36.6 million for the Sample Management Solutions reporting unit.
(2)Merger and acquisition costs consist primarily of legal, accounting, valuation, and strategic advisory fees incurred in connection with acquisition and integration activities.
(3)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.
(4)The Company recognized $3.9 million non-cash gain from the settlement of the pre-existing contractual relationship with UK Biocentre Limited in the second quarter of fiscal 2026. The Company received $2.1 million of cash proceeds from a cost method investment which had no cost basis in the second quarter of fiscal 2025. These are non-recurring and non-operational adjustments.

10


Quarter Ended
Dollars in thousandsJune 30, 2026March 31, 2026
June 30, 2025(*)
GAAP gross profit$72,356 44.9%$62,035 42.8%$66,404 46.2%
Adjustments:
Amortization of completed technology2,082 1.3%2,076 1.4%2,068 1.4%
Other Adjustments— %— %25 0.0%
Non-GAAP adjusted gross profit$74,438 46.2%$64,111 44.3%$68,497 47.6%
Nine Months Ended
Dollars in thousandsJune 30, 2026
June 30, 2025(*)
GAAP gross profit$198,097 43.6 %$198,006 45.6 %
Adjustments:
Amortization of completed technology6,017 1.3 %5,876 1.4 %
Transformation costs(1)
— — %51 0.0%
Other Adjustments— — %25 0.0 %
Non-GAAP adjusted gross profit$204,114 44.9 %$203,958 46.9 %
(*)See footnote (1) on Page 1.
(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.
Sample Management SolutionsMultiomics
Quarter EndedQuarter Ended
Dollars in thousandsJune 30,
2026
March 31,
2026
June 30, 2025(*)
June 30,
2026
March 31,
2026
June 30, 2025(*)
GAAP gross profit$39,126 44.3%$37,084 45.7%$40,180 51.8%$33,230 45.6%$24,951 39.2%$26,224 39.6%
Adjustments:
Amortization of completed technology1,393 1.6%1,389 1.7%1,208 1.6%689 0.9%687 1.1%860 1.3%
Other Adjustments— %— %25 0.0%— %— %— %
Non-GAAP adjusted gross profit$40,519 45.9%$38,473 47.4%$41,413 53.4%$33,919 46.5%$25,638 40.2%$27,084 40.9%
Segment Total
Quarter Ended
Dollars in thousandsJune 30,
2026
March 31,
2026
June 30, 2025(*)
GAAP gross profit$72,356 44.9%$62,035 42.8%$66,404 46.2%
Adjustments:
Amortization of completed technology2,082 1.3%2,076 1.4%2,068 1.4%
Other Adjustments— %— %25 0.0%
Non-GAAP adjusted gross profit$74,438 46.2%$64,111 44.3%$68,497 47.6%

11


Sample Management SolutionsMultiomics
Nine Months EndedNine Months Ended
Dollars in thousandsJune 30, 2026
June 30, 2025(*)
June 30, 2026
June 30, 2025(*)
GAAP gross profit$111,993 44.7 %$115,471 48.4 %$86,104 42.2 %$82,535 42.1 %
Adjustments:
Amortization of completed technology3,958 1.6 %3,296 1.4 %2,059 1.0 %2,580 1.3 %
Transformation costs(1)
— — %51 0.0%— — %— — %
Other Adjustments— — %25 0.0 %$— — %$— — %
Non-GAAP adjusted gross profit115,951 46.2 %118,843 49.8 %$88,163 43.3 %$85,115 43.4 %
Segment Total
Nine Months Ended
Dollars in thousandsJune 30, 2026
June 30, 2025(*)
GAAP gross profit$198,097 43.6 %$198,006 45.6 %
Adjustments:
Amortization of completed technology6,017 1.3 %5,876 1.4 %
Transformation costs(1)
— — %51 0.0%
Other Adjustments— — %$25 0.0%
Non-GAAP adjusted gross profit204,114 44.9 %$203,958 46.9 %
(*)See footnote (1) on Page 1.
(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.
12


Total SegmentsCorporateTotal
Quarter EndedQuarter EndedQuarter Ended
Dollars in thousandsJune 30,
2026
March 31,
2026
June 30, 2025(*)
June 30,
2026
March 31,
2026
June 30, 2025(*)
June 30,
2026
March 31,
2026
June 30, 2025(*)
GAAP operating loss$2,051 $(9,091)$4,505 $(6,229)$(156,699)$(6,355)$(4,178)$(165,790)$(1,850)
Adjustments:
Amortization of completed technology2,082 2,076 2,068 — — — 2,082 2,076 2,068 
Amortization of other intangible assets49 — — 3,567 3,563 4,123 3,616 3,563 4,123 
Transformation costs(1)
56 55 168 216 385 1,374 272 440 1,542 
Restructuring charges— — — 513 1,422 754 513 1,422 754 
Impairment of goodwill and intangible assets(2)
— — — — 149,083 — — 149,083 — 
Merger and acquisition costs(3)
204 — — 2,044 2,175 58 2,248 2,175 58 
Purchase accounting and other adjustments154 38 — — (5)154 33 
Non-GAAP adjusted operating income (loss)$4,596 $(6,952)$6,779 $111 $(71)$(51)$4,707 $(7,023)$6,728 
Total SegmentsCorporateTotal
Nine Months EndedNine Months EndedNine Months Ended
Dollars in thousandsJune 30, 2026
June 30, 2025(*)
June 30, 2026
June 30, 2025(*)
June 30, 2026
June 30, 2025(*)
GAAP operating loss$(8,355)$(2,276)$(168,850)$(26,469)$(177,205)$(28,745)
Adjustments:
Amortization of completed technology6,017 5,876 — — 6,017 5,876 
Amortization of other intangible assets49 — 10,681 12,499 10,730 12,499 
Transformation costs(1)
168 2,877 1,745 6,894 1,913 9,771 
Restructuring charges— — 3,078 4,765 3,078 4,765 
Impairment of goodwill and intangible assets(2)
— — 149,083 — 149,083 — 
Merger and acquisition costs(3)
204 — 4,232 2,316 4,436 2,316 
Purchase accounting and other adjustments175 40 — (5)175 35 
Non-GAAP adjusted operating income (loss)$(1,742)$6,517 $(31)$— $(1,773)$6,517 
(*)See footnote (1) on Page 1.
(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)Represents non-cash goodwill impairment charges recognized in the second quarter of fiscal 2026 as a result of the Company’s annual and interim impairment assessment, including $112.4 million for the Multiomics reporting unit and $36.6 million for the Sample Management Solutions reporting unit.
(3)Merger and acquisition costs consist primarily of legal, accounting, valuation, and strategic advisory fees incurred in connection with acquisition and integration activities.

13


Sample Management SolutionsMultiomicsAzenta Total
Quarter EndedQuarter EndedQuarter Ended
Dollars in millionsJune 30,
2026
June 30,
2025
ChangeJune 30,
2026
June 30,
2025
ChangeJune 30,
2026
June 30,
2025
Change
Revenue $88 $78 14%$73 $66 10%$161 $144 12%
Acquisitions(4)— (5)%— — — %(4)— (3)%
Currency exchange rates(0)— (0)%(1)— (2)%(1)— (1)%
Organic revenue$84 $78 %$72 $66 %$156 $144 %
Sample Management SolutionsMultiomicsAzenta Total
Nine Months EndedNine Months EndedNine Months Ended
Dollars in millionsJune 30, 2026June 30, 2025ChangeJune 30, 2026June 30, 2025ChangeJune 30, 2026June 30, 2025Change
Revenue $251 $239 %$204 $196 %$455 $435 %
Acquisitions(5)— (2)%— — — %(5)— (1%)
Currency exchange rates(4)— (2)%(4)— (2)%(8)— (2)%
Organic revenue$242 $239 %$200 $196 %$442 $435 %
14

Filing Exhibits & Attachments

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