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Azenta, Inc. 8-K Filings

AZTA NASDAQ

Every 8-K that Azenta, Inc. (AZTA) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow AZTA and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full AZTA filings page.

Rhea-AI Summary

Azenta, Inc. (AZTA) reports that Thelema S.à r.l. has repaid in full the secured vendor loan connected to the sale of B Medical Systems S.à r.l. Azenta Germany GmbH had provided this vendor loan in a principal amount of USD 35,000,000 as part of the USD 63,000,000 purchase price.

The loan, bearing 6.0% annual interest and maturing three months after funding, was secured by a pledge over 100% of B Medical’s equity. On September 3, 2026, Thelema repaid USD 35,373,333, covering principal and accrued interest, terminating the Vendor Loan Agreement and releasing the share pledge. Azenta has now received the entire USD 63,000,000 purchase price in cash, eliminating credit exposure from this divestiture and supporting its stated capital allocation strategy.

Rhea-AI Summary

Azenta, Inc. (AZTA) reported a leadership transition and guidance update. On August 22, 2026, John P. Marotta resigned as President, Chief Executive Officer and director, with the board stating his resignation was not due to any disagreement on operations, policies or practices, and reduced its size from nine to eight members.

The board appointed director Dr. Martin D. Madaus as Interim President and CEO and principal executive officer, and he will remain on the board while stepping down from the Nominating and Governance Committee. Azenta reaffirmed its previously issued fourth quarter fiscal 2026 total revenue guidance, but now expects adjusted EBITDA to reflect an approximately $3 million one-time consulting expense in that quarter; excluding this charge, the company would also be reaffirming adjusted EBITDA.

Rhea-AI Summary

Azenta, Inc. appointed Erik J. Bello, age 51, as Vice President, Chief Accounting Officer, expected to start on August 31, 2026. He will serve as the company’s principal accounting officer, while Lawrence Lin will continue as Executive Vice President and Chief Financial Officer and as principal financial officer.

Bello’s background includes senior accounting roles at Onto Innovation Inc., UniFirst Corporation, and other organizations, and he is a certified public accountant. Under a July 30, 2026 offer letter, he will receive a $380,000 annual base salary, a one-time $80,000 sign-on bonus subject to repayment if he resigns within one year, and eligibility for an annual incentive equal to 50% of base salary. He will receive long-term incentive awards valued at $150,000 for the current fiscal year in time-based RSUs and $300,000 for the following fiscal year, split between time-based RSUs and performance share units.

Rhea-AI 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.

Rhea-AI Summary

Azenta, Inc. has completed the sale of its B Medical Systems business to Thelema S.à r.l. for a fixed purchase price of $63,000,000. The consideration consists of $28,000,000 in cash and a $35,000,000 short-term secured vendor loan from Azenta Germany GmbH to Thelema bearing 6.0% annual interest and maturing three months after funding.

Thelema’s obligations are secured by a first-priority pledge over 100% of B Medical’s equity, and the transaction is a related-party deal because Thelema is majority owned by B Medical’s CEO, who is also a Company vice president; Azenta’s audit committee reviewed and approved the arrangements. B Medical has been treated as a discontinued operation, and unaudited pro forma figures show net cash proceeds of $19,000,000, recognition of the $35,000,000 vendor loan receivable, removal of B Medical’s assets and liabilities, and a $41,464,000 reduction to retained earnings mainly from cumulative translation adjustments.

Rhea-AI Summary

Azenta, Inc. reported second quarter fiscal 2026 revenue from continuing operations of $145 million, up 1% year over year, while organic revenue fell 3%. The company posted a GAAP net loss of $160.8 million, or ($3.49) per diluted share, driven largely by a $149 million non-cash goodwill impairment.

Adjusted EBITDA from continuing operations was $7.8 million, with a 5.4% margin, down from 8.5% a year earlier. Azenta cut its fiscal 2026 outlook, now guiding revenue between $603–$621 million, organic growth between down 2% and up 1%, and adjusted EBITDA margin from down about 125 basis points to flat versus fiscal 2025.

The company now expects free cash flow to improve 10–15% year over year, below its prior 30% target, and extended its long-range plan timeline from 2028 to 2029. Azenta ended the quarter with $565 million in cash, cash equivalents, restricted cash and marketable securities, and noted that the planned $63 million sale of B Medical Systems has been delayed as the buyer has not yet secured financing.

Rhea-AI Summary

Azenta, Inc. announced a leadership transition in its Multiomics business. Ginger Zhou stepped down as President of Multiomics, and will remain an advisor through November 2026 under a consulting agreement with an initial fee of $103,500 paid in seven monthly installments.

Effective April 6, 2026, Azenta appointed William “Trey” E. Martin III as President, Multiomics, reporting to President and CEO John Marotta. His offer letter provides a $540,000 annual base salary, a target bonus equal to 80% of fiscal 2026 base salary, and a target long‑term equity award of about $1.7 million for 2026–2028, plus a potential $500,000 one‑time performance‑based equity grant. Azenta also amended offer letters for three executive officers to clarify and enhance severance and change‑in‑control benefits.

Rhea-AI Summary

Azenta, Inc. reports that the planned sale of B Medical Systems S.À R.L. to Thelema S.À R.L., entered into through a definitive Sale and Purchase Agreement by Azenta Germany GmbH, did not close by the previously expected date of on or before March 31, 2026 because Thelema has not yet secured the required financing. Thelema has indicated it needs additional time to complete its financing arrangements, and the transaction remains subject to all closing conditions, including this financing condition. The parties have not amended or terminated the agreement, and Azenta is evaluating potential paths forward while emphasizing that there can be no assurance the transaction will be completed on a revised timeline or at all.

Rhea-AI Summary

Azenta, Inc. announced that its wholly owned subsidiary Azenta UK Ltd has acquired all shares of UK Biocentre Limited, a UK-based provider of sample management, storage and high-throughput processing services. The total consideration is GBP 20.5 million, net of cash and including up to GBP 1.8 million of milestone-based contingent payments.

UK Biocentre is expected to operate as Azenta’s European-wide hub for Sample Repository Services and will retain its name. The business generated approximately GBP 15.3 million in revenue over the twelve months ending fiscal September 30, 2025. Azenta expects the deal to be dilutive to its 2026 Adjusted EBITDA margin by about 35 basis points, but accretive to organic revenue growth and Adjusted EBITDA margin expansion targets for 2027 and 2028.

Rhea-AI Summary

Azenta, Inc. announced its financial results for the fiscal quarter ended December 31, 2025 through a press release dated February 4, 2026. The company furnished this release as Exhibit 99.1, rather than treating it as formally filed for liability purposes. The disclosure also highlights that the release contains forward-looking statements and directs readers to the cautionary note in the press release for a discussion of related risks and uncertainties.

Rhea-AI Summary

Azenta, Inc. reported that Alan P. Malus resigned from its Board of Directors, effective January 29, 2026. He also stepped down from his role on the Human Resources and Compensation Committee.

The company stated that his resignation was not due to any disagreement over operations, policies, or practices. Instead, he accepted full-time responsibilities with another company, which will limit the time he can devote to Azenta board duties.

Rhea-AI Summary

Azenta, Inc. held its Annual Meeting of stockholders on January 28, 2026, where investors approved several key proposals. Stockholders elected all nominated directors to the board, with each nominee receiving a substantial majority of votes cast.

Stockholders approved, on a non-binding advisory basis, the overall compensation of Azenta’s named executive officers. They also approved an amendment to the Company’s 2020 Equity Incentive Plan to increase the number of shares reserved for issuance by 2,750,000, expanding the pool available for future equity awards. In addition, stockholders ratified the appointment of PricewaterhouseCoopers LLP as Azenta’s independent registered public accounting firm for the 2026 fiscal year.

Rhea-AI Summary

Azenta, Inc. filed a current report announcing that it has released its financial results for the fiscal quarter and fiscal year ended September 30, 2025. The company disclosed that these results are contained in an earnings press release dated November 21, 2025, which is included as Exhibit 99.1 to the report and incorporated by reference. Azenta notes that this earnings information is being furnished under Item 2.02 of the Exchange Act and is not deemed filed for liability purposes under Section 18 or automatically incorporated into other securities law filings.

Rhea-AI Summary

Azenta, Inc. filed a Current Report on Form 8-K dated August 5, 2025 announcing via press release its financial results for the fiscal quarter ended June 30, 2025.

The press release is attached as Exhibit 99.1 and the Cover Page Interactive Data File is included as Exhibit 104. The filing states the Item 2.02 disclosure and Exhibit 99.1 are not deemed "filed" under Section 18 of the Exchange Act and contains a cautionary note regarding forward-looking statements. The report was signed by Ephraim Starr, Senior Vice President, General Counsel and Secretary, dated August 5, 2025. This Form 8-K does not include any numerical financial metrics; readers should consult Exhibit 99.1 for the detailed results.