(Mark One)☒Quarterly Report Pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended: December 31, 2025 OR ☐Transition Report Pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number 000-25434 AZENTA, INC.(Exact name of registrant as specified in its charter) Delaware(State or other jurisdiction of incorporation or organization) 200 Summit Drive, 6thFloorBurlington, Massachusetts(Address of principal executive offices)01803(Zip Code) Securities registered pursuant to Section 12(b) of the Act: Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon Stock, $0.01 par valueAZTAThe Nasdaq Stock Market LLC Indicate by check mark whether the registrant: (1)has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file suchreports), and (2)has been subject to such filing requirements for the past 90 days.Yes☒No☐ Table of Contents Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act: Largeacceleratedfiler Non-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒As of February 2, 2026, 46,061,529shares of common stock, $0.01 par value, were outstanding. AZENTA, INC. Table of Contents PART I. FINANCIAL INFORMATION Item 1. Financial Statements4Condensed Consolidated Balance Sheets as of December31, 2025 and September 30, 2025(unaudited)4Condensed Consolidated Statements of Operations for the three months ended December 31, 2025 and 2024(unaudited)5Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended December31, 2025 and 2024(unaudited)6Condensed Consolidated Statements of Cash Flows for the three months ended December 31, 2025 and 2024(unaudited)7Condensed Consolidated Statements of Changes in Stockholders’Equity for the three months endedDecember 31, 2025 and 2024(unaudited)9Notes to Condensed Consolidated Financial Statements(unaudited)10Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations33Item 3. Quantitative and Qualitative Disclosures About Market Risk43Item 4. Controls and Procedures43 PART II. OTHER INFORMATION Item 1. Legal ProceedingsItem 1A. Risk FactorsItem 2.Unregistered Sales of Equity Securities and Use of ProceedsItem 5. Other InformationItem 6. ExhibitsSignatures INFORMATION RELATED TO FORWARD-LOOKING STATEMENTS This Quarterly Report on Form10-Q containsforward-looking statements within the meaning of the Private SecuritiesLitigation Reform Act of 1995, as amended, Section 27A of the Securities Act of 1933, as amended, or the Securities Act, andSection 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act.Forward-looking statementsmay beidentified by words suchas “expect,” “estimate,” “intend,” “believe,” “anticipate,” “may,” “will,” “should,” “could,” “continue,”“likely,” or similar termsor variations. Examples of forward-looking statements include, but are not limited to, statementsregardingour future revenue, margins, costs, operating expenses, tax expenses, capital expenditures, earnings, profitability, productdevelopment, demand, acceptance and market share, competitiveness, market opportunities and performance, levels of research anddevelopment, the success of our marketing, sales and service efforts, outsourced activities, anticipated manufacturing, customer andtechnical requirements, the ongoing viability of the solutions that we offer and our customers’ success, our management’s plans andobjectives for our current and future operations and business focus, litigation, our ability to retain, hire and integrate skilledpersonnel, our ability to identify and address increased cybersecurity risks, the anticipated growth prospects of our business, theexpected benefits and other statements relating to our divestitures, including the sale of the B Medical Systems business, andacquisitions (includingtiming), the