Entry into a Material Definitive Agreement . On October 28, 2026, Azenta, Inc. (“Azenta” or the “Company”) entered into a Technology, Equipment and License Agreement (the “License Agreement”) and a Master Services and Supply Agreement (the “Supply Agreement” and, together with the License Agreement, the “Elegen Agreements”) with Elegen Corp. (“Elegen”). The Elegen Agreements form an integrated commercial arrangement. Under the License Agreement, Azenta and its controlled affiliates have acqui…

Regulation FD Disclosure. On October 30, 2026, the Company issued a press release announcing the acquisition of SynPlexity Inc. (“SynPlexity”) and the contractual arrangements with Elegen described in Items 1.01 and 8.01 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securitie…

Other Events On October 28, 2026, the Company entered into a Stock Purchase Agreement with SynPlexity Inc. (“SynPlexity”), its stockholders and other parties thereto, pursuant to which the Company acquired all of the issued and outstanding capital stock of SynPlexity. The acquisition closed concurrently with execution of the Stock Purchase Agreement. SynPlexity is a DNA assembly technology company providing products and services centered on large, multiplexed gene libraries for functional scr…

above. Cautionary Note Regarding Forward-Looking Statements. This Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws, including statements regarding the Plan, the actions contemplated by the Plan and the expected timing and completion of those actions, the estimated charges and cash expenditures the Company expects to incur in connection with the Plan, the estimated impairment charge, the annualized cost savings the Company expects…

below and approximately $3.0 million of employee severance and other restructuring charges. The Company currently estimates that the aggregate future cash expenditures associated with these charges will be approximately $7.0 million. The Company expects to recognize substantially all of the charges during the fiscal year ending September 30, 2027, and to substantially complete the actions contemplated by the Plan by March 31, 2027, subject to applicable legal and employee notice and consultat…

CEO — Dr. Martin D. Madaus: The filing details the compensation agreement for an interim CEO appointment previously disclosed, rather than announcing a new management change or departure.

Other Events. As previously disclosed in the Company’s Current Report on Form 8-K filed on July 8, 2026, on July 1, 2026, in connection with the completion of the sale by Azenta Germany GmbH, a wholly owned subsidiary of the Company, of the entire issued share capital of B Medical Systems S.à r.l. (“B Medical”) to Thelema S.à r.l. (“Thelema”), Azenta Germany GmbH entered into a Vendor Loan Agreement with Thelema (the “Vendor Loan Agreement”), pursuant to which Azenta Germany GmbH provided a s…

CEO — John P. Marotta: The CEO resigned but was immediately succeeded by a named Interim CEO, indicating an orderly transition rather than a sudden loss of leadership.

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 con…

below), Azenta Germany GmbH, a wholly owned subsidiary of Azenta, Inc. (the “Company”), entered into a Vendor Loan Agreement (the “Vendor Loan Agreement”) with Thelema S.à r.l. (“Thelema”), pursuant to which Azenta Germany GmbH agreed to provide a secured term loan to Thelema in an aggregate principal amount of $35 million. The Vendor Loan Agreement was entered into to support and facilitate the completion of the Transaction. The loan bears interest at a rate of 6.0% per annum and matures thr…

and the derecognition of the related assets and liabilities held for sale), together with the accompanying explanatory notes, is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference. (d) Exhibits EXHIBIT NUMBER DESCRIPTION 2.1 Sale and Purchase Agreement, dated December 23, 2025, between Azenta Germany GmbH and Thelema S.à r.l. relating to the entire issued share capital of B Medical Systems S.à r.l. (incorporated by reference to Exhibit 2.1 to the…

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 con…

President of Multiomics business — Ginger Zhou: Dr. Ginger Zhou stepped down from her role as President of the Multiomics business and was succeeded by William 'Trey' E. Martin III.

Entry into Material Definitive Agreement. On March 4, 2026, Azenta UK Ltd., a wholly owned subsidiary of Azenta, Inc. (“Azenta” or the “Company”) entered into a definitive Share Purchase Agreement (“Agreement”) under which Azenta UK Ltd. acquired all the issued and outstanding share capital of UK Biocentre Limited (“UK Biocentre”), a provider of sample management, sample storage and high-throughput sample processing services in the United Kingdom. The total consideration was GBP 20.5 million,…

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 con…

Director — Alan P. Malus: Mr. Malus resigned due to full-time responsibilities with another company.

Entry into Material Definitive Agreement. On December 23, 2025, Azenta Germany GmbH, a wholly owned subsidiary of Azenta, Inc. (“Azenta” or the “Company”) entered into a definitive Sale and Purchase Agreement (“Share Purchase Agreement”) with Thelema S.À R.L. (“Thelema”) relating to the entire issued share capital of B Medical Systems S.À R.L. (“B Medical”), a subsidiary of Azenta Germany GmbH. Thelema is a private limited liability company incorporated under the laws of Luxembourg. The trans…

Other Events. On December 8, 2025, the Board of Directors (the “Board”) of Azenta authorized a stock repurchase program (the “Repurchase Program”), under which the Company may repurchase up to $250 million of its outstanding common stock. The Repurchase Program is intended to enhance shareholder value and capitalize on undervaluation. The Repurchase Program became effective on December 9, 2025 and is scheduled to expire on December 31, 2028, unless extended, suspended or terminated earlier by…

Regulation FD Disclosure. On December 10, 2025, Azenta, Inc. (“Azenta” or the “Company”) issued a press release announcing the Repurchase Program (as defined below), a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8‑K. In addition, as previously announced on October 15, 2025, Azenta will hold an Investor Day beginning at 1:00 p.m. ET on December 10, 2025. A copy of the presentation that will be used in connection with the Investor Day is attached hereto as Exhibit…

Results of Operations and Financial Condition On November 21, 2025, Azenta, Inc. (“Azenta”) issued a press release announcing financial results for the fiscal quarter and year ended September 30, 2025. A copy of the release is furnished herewith as Exhibit 99.1 and incorporated by reference herein. This Current Report on Form 8-K and the press release attached hereto are being furnished by Azenta pursuant to

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 con…

Chief Accounting Officer — Violetta Hughes: The Principal Accounting Officer is voluntarily resigning to pursue other opportunities, with no reported disagreements or cause.

General Counsel — Jason W. Joseph: The Senior Vice President, General Counsel and Secretary is departing with a named external successor, representing an orderly succession rather than a sudden loss of leadership.

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 con…

President — David Wang: The President of a business unit is ceasing employment effective immediately with a severance agreement, representing a loss of senior management.