Azenta Inc.

Item 1A. Risk Factors

You should carefully review and consider the information regarding certain factors that could materially affect our business, consolidated financial condition or results of operations set forth under the section titled Risk Factors in Part I, Item 1A of the 2025 Annual Report on Form 10-K and in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended December 31, 2025 filed with the SEC on February 5, 2026. There have been no material changes from the risk factors disclosed in the 2025 Annual Report on Form 10-K and such Quarterly Report on Form 10-Q, except for the additional risk factor under Rchanges to the risks Related to Reliance on Third Parties as s factor set forth below. We may disclose additional changes to risk factors or additional factors from time to time in our future filings with the SEC.

Our business could be adversely affected if Thelema S. R.L. fails to secure financing necessary to complete its acquisition of the B Medical Systems business.

As discussed in 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, the completion of our sale of the B Medical Systems business iwas conditioned upon the acquirer securing final residual financing for the remaining acquisition payment of $54.0 million on or before March 31, 2026, an. On March 27, 2026, we were informed by Thelema that it had not yet secured there can be no assurance financing required to complete the transaction and, solely as a result of the nonsatisfaction of that financing condition, the transaction did not close by March 31, 2026. Thelema has indicated that this conditit requires additional time to complete its financing arrangements. The transaction will be remains subject to the satisfied oraction of all closing conditions, including Thelemas securing of the required financing, and there can be no assurance that the saletransaction will be completed. If t on a revised timeline or at all. The financparties have not amended or terminated the Share Purchase Agreement and we are evaluating conditpotential paths forward with respect to the transaction is nowhile Thelema continues to complete its financing arrangements. As a result of Thelema not satisfiedying the financing condition by March 31, 2026, either party may terminate the Share Purchase Agreement, in which case we will retain $5.0 million from the $9.0 million deposit as a break-up fee. A prolonged delay in closing the acquisition or Thelemas failure to complete the acquisition, however, may require us to continue operating the B Medical Systems business for an indeterminate period of time and to include the results of the business in the results of our continuing operations. We would likely experience adverse consequences as a result thereof, including a negative and dilutive impact on our top and bottom-line performance, the distraction of management away from our core Sample Management Solutions and Multiomics businessesegments and the potential need to recognize additional impairment charges related to the B Medical Systems business, any of which could have a material adverse effect on our business, results of operations, or financial condition.

Our goodwill and intangible assets may become impaired.

As of March 31, 2026, we had $553.1 million of goodwill and $91.4 million in net intangible assets as a result of our acquisitions. We periodically review our goodwill and the estimated useful lives of our identifiable intangible assets, taking into consideration any events or circumstances that might result in either a diminished fair value, or for intangible assets, a revised useful life. These events and circumstances include significant changes in the business climate, legal factors, operating performance indicators, advances in technology and competition. Any impairment or revised useful life could have a material and adverse effect on our financial position and results of operations and could harm the trading price of our common stock.

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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 our 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 our reporting units. Based on the results of the quantitative impairment test performed as of March 31, 2026, the carrying amounts of the SMS and Multiomics reporting units exceeded their respective fair values, resulting in non-cash impairment charges of $36.6 million for SMS and $112.4 million for Multiomics. 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.

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, results of operations and trading price of our common stock.