UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~August~~November 3130, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 0-50761

AngioDynamics, Inc.

(Exact name of registrant as specified in its charter)


Delaware						11-3146460
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

14 Plaza Drive, Latham, New York 12110

(Address of principal executive offices and zip code)

(518) 795-1400

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of each exchange on which registered

Common Stock, par value $.01

ANGO

NASDAQ Global Select Market

Preferred Stock Purchase Rights

NASDAQ Global Select Market

Securities registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the 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 or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date.

Class						Outstanding as of ~~October~~January 12, ~~2025~~2026
Common Stock, par value $.01						41,~~199~~217,~~844~~386

Table of Content

AngioDynamics, Inc. and Subsidiaries

TABLE OF CONTENTS

		Page
	Part I: Financial Information
Item 1.	Financial Statements
	Consolidated Statements of Operations (unaudited)	3
	Consolidated Statements of Comprehensive Loss (unaudited)	4
	Consolidated Balance Sheets (unaudited)	5
	Consolidated Statements of Cash Flows (unaudited)	6
	Consolidated Statements of Stockholders’ Equity (unaudited)	7
	Notes to Consolidated Financial Statements (unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2729
Item 4.	Controls and Procedures	2830
	Part II: Other Information
Item 1.	Legal Proceedings	2931
Item 1A.	Risk Factors	2931
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2931
Item 3.	Defaults on Senior Securities	2931
Item 4.	Mine Safety Disclosures	2931
Item 5.	Other Information	2931
Item 6.	Exhibits	3032

Table of Content

PART 1. FINANCIAL INFORMATION

Item 1. Financial Statements.

AngioDynamics, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(in thousands of dollars, except per share data)

	Three Months Ended				Six Months Ended
	Aug 31, 2025		Aug 31, 2024
	Nov 30, 2025		Nov 30, 2024		Nov 30, 2025		Nov 30, 2024
Net sales	$	7579,~~711~~433	$	6772,~~491~~845	$	155,144	$	140,336
Cost of sales (exclusive of intangible amortization)	3334,~~854~~650		3032,~~767~~939		68,504		63,706
Gross margin	4144,~~857~~783		3639,~~724~~906		86,640		76,630
Operating expenses:
Research and development	67,~~417~~768		6,~~285~~434		14,185		12,719
Sales and marketing	2826,~~130~~711		25,~~605~~589		54,841		51,194
General and administrative	1210,~~555~~151		10,~~975~~391		22,706		21,366
Amortization of intangibles	2,~~653~~643		2,~~570~~562		5,296		5,132
Change in fair value of contingent consideration	—		76156		—		232
Acquisition, restructuring and other items, net	23,~~758~~635		45,~~311~~868		6,393		10,179
Total operating expenses	5250,~~513~~908		4951,~~822~~000		103,421		100,822
Operating loss	(106,~~656~~125)		(1311,~~098~~094)		(16,781)		(24,192)
Other expense:
Interest income (expense), net	(4102)		~~606~~234		(106)		840
Other expense, net	(178)		(173)
Other income (expense), net	(128)		12		(306)		(161)
Total other income (expense), net	(~~182~~230)		~~433~~246		(412)		679
Loss before income tax benefit	(106,~~838~~355)		(1210,~~665~~848)		(17,193)		(23,513)
Income tax expense	65		133
Income tax (benefit) expense	(5)		(110)		60		23
Net loss	$	(106,~~903~~350)	$	(1210,~~798~~738)	$	(17,253)	$	(23,536)
Loss per share
Basic	$	(0.2615)	$	(0.3126)	$	(0.42)	$	(0.58)
Diluted	$	(0.2615)	$	(0.3126)	$	(0.42)	$	(0.58)
Weighted average shares outstanding
Basic	41,~~174~~542		40,~~653~~922		41,404		40,787
Diluted	41,~~174~~542		40,~~653~~922		41,404		40,787

The accompanying notes are an integral part of these consolidated financial statements.

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AngioDynamics, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(unaudited)

(in thousands of dollars)

	Three Months Ended				Six Months Ended
	Aug 31, 2025		Aug 31, 2024
	Nov 30, 2025		Nov 30, 2024		Nov 30, 2025		Nov 30, 2024
Net loss	$	(106,~~903~~350)	$	(1210,~~798~~738)	$	(17,253)	$	(23,536)
Other comprehensive income, before tax:
Other comprehensive income (loss), before tax:
Foreign currency translation gain	~~2,084~~937		~~1,098~~(481)		3,021		617
Other comprehensive income, before tax	2,084		1,098
Other comprehensive income (loss), before tax	937		(481)		3,021		617
Income tax expense related to items of other comprehensive loss	—		—		—		—
Other comprehensive income, net of tax	2,084		1,098
Other comprehensive income (loss), net of tax	937		(481)		3,021		617
Total comprehensive loss, net of tax	$	(85,~~819~~413)	$	(11,~~700~~219)	$	(14,232)	$	(22,919)

The accompanying notes are an integral part of these consolidated financial statements.

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AngioDynamics, Inc. and Subsidiaries

CONSOLIDATED BALANCE SHEETS

(unaudited)

(in thousands of dollars, except share data)

	Aug 31, 2025		May 31, 2025
	Nov 30, 2025		May 31, 2025
Assets
Current assets
Cash and cash equivalents	$	3841,~~762~~638	$	55,893
Accounts receivable, net of allowances of $2,155 and $2,215 respectively	42,643		42,890
Accounts receivable, net of allowances of $1,807 and $2,215 respectively	44,434		42,890
Inventories	6265,~~255~~569		62,006
Prepaid expenses and other	129,~~996~~708		7,535
Total current assets	~~156~~161,~~656~~349		168,324
Property, plant and equipment, net	3130,~~066~~527		32,300
Intangible assets, net	6866,~~380~~732		69,116
Other assets	911,~~540~~073		10,404
Total assets	$	~~265~~269,~~642~~681	$	280,144
Liabilities and stockholders' equity
Current liabilities
Accounts payable	$	3135,~~882~~390	$	33,291
Accrued liabilities	2729,~~657~~853		35,518
Other current liabilities	86,~~743~~720		7,388
Total current liabilities	6871,~~282~~963		76,197
Deferred income taxes	4,~~268~~331		4,073
Other long-term liabilities	1417,~~237~~054		16,904
Total liabilities	8693,~~787~~348		97,174
Commitments and contingencies (Note 14)
Stockholders' equity
Preferred stock, par value $0.01 per share, 5,000,000 shares authorized; no shares issued and outstanding	—		—
Common stock, par value $0.01 per share, 75,000,000 shares authorized; 42,060,629 and 41,607,877 shares issued and 41,446,782 and 40,994,030 shares outstanding at August 31, 2025 and May 31, 2025, respectively	386		385
Common stock, par value $0.01 per share, 75,000,000 shares authorized; 42,188,059 and 41,607,877 shares issued and 41,574,212 and 40,994,030 shares outstanding at November 30, 2025 and May 31, 2025, respectively	386		385
Additional paid-in capital	~~625~~628,~~889~~780		621,186
Accumulated deficit	(~~440~~446,~~100~~450)		(429,197)
Treasury stock, 613,847 and 613,847 shares at August 31, 2025 and May 31, 2025, respectively	(7,381)		(7,381)
Treasury stock, 613,847 shares, at cost at November 30, 2025 and May 31, 2025, respectively	(7,381)		(7,381)
Accumulated other comprehensive income (loss)	61998		(2,023)
Total Stockholders’ Equity	~~178~~176,~~855~~333		182,970
Total Liabilities and Stockholders' Equity	$	~~265~~269,~~642~~681	$	280,144

The accompanying notes are an integral part of these consolidated financial statements.

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AngioDynamics, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands of dollars)

	Three Months Ended
	Six Months Ended
	Aug 31, 2025		Aug 31, 2024
	Nov 30, 2025		Nov 30, 2024
Cash flows from operating activities:
Net loss	$	(1017,~~903~~253)	$	(1223,~~798~~536)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	611,~~020~~767		613,~~785~~648
Non-cash lease expense	~~445~~850		~~494~~993
Stock based compensation	4,470		3,205
Non-cash interest expense	145		—
Change in fair value of contingent consideration	—		76
Stock based compensation	7,361		5,733
Deferred income taxes	(16)		(339)
Change in fair value of contingent consideration	—		232
Change in accounts receivable allowances	108		270
Deferred income taxes	(64)		(588)
Fixed and intangible asset impairments and disposals	(27)		20
Change in accounts receivable allowances	(127)		388
Other	264		121
Fixed and intangible asset disposals	280		59
Other	502		119
Changes in operating assets and liabilities:
Accounts receivable	~~139~~(1,429)		~~3,784~~50
Inventories	(~~192~~3,473)		(45,~~053~~303)
Prepaid expenses and other	(52,~~525~~295)		(~~836~~72)
Accounts payable, accrued and other liabilities	(107,~~697~~517)		(147,~~982~~503)
Net cash used in operating activities	(1511,~~914~~253)		(1815,~~253~~780)
Cash flows from investing activities:
Additions to property, plant and equipment	(~~731~~1,153)		(1,~~092~~889)
Additions to placement and evaluation units	(~~820~~2,019)		(12,~~313~~477)
Net cash used in investing activities	(13,~~551~~172)		(24,~~405~~366)
Cash flows from financing activities:
Principal payments on financing arrangement	(91183)		—
Repurchase of common stock	—		(~~552~~1,670)
Proceeds from exercise of stock options and employee stock purchase plan	234		4338
Net cash provided by (used in) financing activities	~~143~~51		(~~509~~1,632)
Effect of exchange rate changes on cash and cash equivalents	~~191~~119		~~116~~(189)
Decrease in cash and cash equivalents	(1714,~~131~~255)		(21,~~051~~967)
Cash and cash equivalents at beginning of period	55,893		76,056
Cash and cash equivalents at end of period	$	3841,~~762~~638	$	5554,~~005~~089
Supplemental disclosure of non-cash investing and financing activities:
Accrual for capital expenditures incurred during the period	$	~~(94)~~430	$	~~(32)~~411

The accompanying notes are an integral part of these consolidated financial statements.

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AngioDynamics, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(unaudited)

(in thousands of dollars, except share data)

	Common Stock			Additionalpaid incapital		Accumulated deficit		Accumulatedothercomprehensiveincome (loss)		Treasury Stock
	Shares	Amount								Shares	Amount		Total
Balance at May 31, 2025	41,607,877	$	385	$	621,186	$	(429,197)	$	(2,023)	(613,847)	$	(7,381)	$	182,970
Net loss						(10,903)							(10,903)
Issuance/Cancellation of restricted stock units	362,859			(478)									(478)
Purchases of common stock under ESPP	89,893	1		711									712
Stock-based compensation				4,470									4,470
Other comprehensive income, net of tax								2,084					2,084
Balance at August 31, 2025	42,060,629	$	386	$	625,889	$	(440,100)	$	61	(613,847)	$	(7,381)	$	178,855
Net loss						(6,350)							(6,350)
Issuance/Cancellation of restricted stock units	127,430												—
Stock-based compensation				2,891									2,891
Other comprehensive income, net of tax								937					937
Balance at November 30, 2025	42,188,059	$	386	$	628,780	$	(446,450)	$	998	(613,847)	$	(7,381)	$	176,333

	Common Stock			Additionalpaid incapital		Accumulated deficit		Accumulatedothercomprehensiveloss		Treasury Stock
	Shares	Amount								Shares	Amount		Total
Balance at May 31, 2024	40,801,597	$	385	$	610,484	$	(395,204)	$	(4,365)	(370,000)	$	(5,714)	$	205,586
Net loss						(12,798)							(12,798)
Issuance/Cancellation of restricted stock units	432,144			(321)									(321)
Issuance/Cancellation of performance share units	60,731			(347)									(347)
Purchases of common stock under ESPP	151,918	2		709									711
Stock-based compensation				3,205									3,205
Common stock repurchased		(1)								(72,141)	$(551)	~~(551)~~	(552)
Other comprehensive income, net of tax								1,098					1,098
Balance at August 31, 2024	41,446,390	$	386	$	613,730	$	(408,002)	$	(3,267)	(442,141)	$	(6,265)	$	196,582
Net loss						(10,738)							(10,738)
Issuance/Cancellation of restricted stock units	3,166			(5)									(5)
Stock-based compensation				2,528									2,528
Common stock repurchased		(2)								(171,706)	(1,116)		(1,118)
Other comprehensive loss, net of tax								(481)					(481)
Balance at November 30, 2024	41,449,556	$	384	$	616,253	$	(418,740)	$	(3,748)	(613,847)	$	(7,381)	$	186,768

The accompanying notes are an integral part of these consolidated financial statements.

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AngioDynamics, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Statements of Operations and the Consolidated Statements of Comprehensive Loss for the three and six months ended ~~August~~November 3130, 2025 and 2024, the Consolidated Balance Sheet as of ~~August~~November 3130, 2025, the Consolidated Statements of Cash Flows for the ~~three~~six months ended ~~August~~November 3130, 2025 and 2024, and the Consolidated Statements of Stockholders’ Equity for the ~~three~~six months ended ~~August~~November 3130, 2025 and 2024 have been prepared by the Company and are unaudited. The Consolidated Balance Sheet as of May 31, 2025 was derived from audited consolidated financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary to state fairly the financial position, changes in stockholders’ equity and comprehensive income, results of operations and cash flows as of and for the period ended ~~August~~November 3130, 2025 (and for all periods presented) have been made.

The unaudited interim consolidated financial statements for the three and six months ended ~~August~~November 3130, 2025 and 2024 include the accounts of AngioDynamics, Inc. and its wholly owned subsidiaries (collectively, the "Company", "we", "our" or "us"). All intercompany balances and transactions have been eliminated.

2. REVENUE FROM CONTRACTS WITH CUSTOMERS

Revenue Recognition

Under ASC 606, Revenue from Contracts with Customers, revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation.

The Company has one primary revenue stream which is the sales of its products.

Disaggregation of Revenue

The following table summarizes net sales by Med Tech, Med Device and by geography:

Three Months Ended August 31, 2025

Three Months Ended August 31, 2024

Three Months Ended November 30, 2025

Three Months Ended November 30, 2024

(in thousands)

United States

International

Total

United States

International

Total

Net sales

Med Tech

3130,~~374~~439

35,~~887~~214

35,~~261~~653

2427,~~889~~134

34,~~080~~420

2731,~~969~~554

Med Device

3537,~~082~~155

56,~~368~~625

4043,~~450~~780

3435,~~592~~544

45,~~930~~747

3941,~~522~~291

Total

6667,~~456~~594

911,~~255~~839

7579,~~711~~433

5962,~~481~~678

810,~~010~~167

6772,~~491~~845


	Six Months Ended November 30, 2025						Six Months Ended November 30, 2024
(in thousands)	United States		International		Total		United States		International		Total
Net sales
Med Tech	$	61,813	$	9,101	$	70,914	$	52,023	$	7,500	$	59,523
Med Device	72,237		11,993		84,230		70,136		10,677		80,813
Total	$	134,050	$	21,094	$	155,144	$	122,159	$	18,177	$	140,336

Net Product Revenue

The Company's products consist of medical technology products focused on restoring healthy blood flow in the body's vascular system, expanding cancer treatment options and improving quality of life for patients. The Company's products are generally used in minimally invasive, image-guided procedures. Most of the Company's products are intended to be used once and then discarded, or they may be implanted for short or long term use. The Company sells its products to its distributors and to end users, such as interventional radiologists, interventional cardiologists, vascular surgeons, urologists, interventional and surgical oncologists and critical care nurses.

Contracts and Performance Obligations

The Company contracts with its customers based on customer purchase orders, which in many cases are governed by master purchasing agreements. The Company’s contracts with customers are generally for product only, and do not include other performance obligations such as services or other material rights. As part of its assessment of each contract, the Company evaluates certain factors including the customer’s ability to pay (or credit risk). For each contract, the Company considers the promise to transfer products, each of which is distinct, to be the identified performance obligations.

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Contracts and Performance Obligations

Transaction Price and Allocation to Performance Obligations

Transaction prices of products are typically based on contracted rates. Product revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products to a customer, net of any variable consideration as described below.

If a contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price based on the estimated relative standalone selling prices of the promised products underlying each performance obligation. The Company has standard pricing for its products and determines standalone selling prices based on the price at which the performance obligation is sold separately.

Revenue Recognition

Revenue is recognized when control of the product is transferred to the customer (i.e., when the Company’s performance obligation is satisfied), which occurs at a point in time, and may be upon shipment from the Company’s manufacturing site or delivery to the customer’s named location, based on the shipping terms of a contract.

In determining whether control has transferred, the Company considers if there is a present right to payment from the customer and when physical possession, legal title and risks and rewards of ownership have transferred to the customer.

The Company typically invoices customers upon satisfaction of identified performance obligations. As the Company’s standard payment terms are 30 to 90 days from invoicing, the Company does not provide any significant financing to its customers.

The Company enters into agreements to place placement and evaluation units (“units”) at customer sites, but the Company retains title to the units. For the duration of these agreements the customer has the right to use the unit at no upfront charge in connection with the customer’s ongoing purchase of disposables. These types of agreements include an embedded operating lease for the right to use the units. In these arrangements, revenue recognized for the sale of the disposables is not allocated between the disposable revenue and lease revenue due to the insignificant value of the units in relation to the total agreement value.

Sales, value add, and other taxes collected on behalf of third parties are excluded from revenue.

Variable Consideration

~~Reserves:~~ Revenue from product sales are recorded at the net sales price (transaction price), which includes estimates of variable consideration for which reserves are established for discounts, product returns, rebates and allowances that are offered within contracts between the Company and its customers. The Company generally offers customers a limited right of return. Product returns after 30 days must be pre-approved by the Company and customers may be subject to a 20% restocking charge. To be accepted, a returned product must be unadulterated, undamaged and have at least twelve months remaining prior to its expiration date. The Company estimates the amount of its product sales that may be returned by its customers and records this estimate as a reduction of revenue in the period the related product revenue is recognized. The Company currently estimates product return liabilities using its historical product return information and considers other factors that it believes could significantly impact its expected returns, including product recalls. Discounts and product returns are based on amounts earned or to be claimed on the related sales and are classified as a contra asset. During the three months ended ~~August~~November 3130, 2025 and 2024, such product returns were not material. The Company provides certain customers with rebates and allowances that are explicitly stated in the Company’s contracts and are recorded as a reduction of revenue in the period the related product revenue is recognized. The Company establishes reserves for such amounts, which is included in "Accrued liabilities" in the accompanying Consolidated Balance Sheets. These rebates and allowances result from performance-based offers that are primarily based on attaining contractually specified sales volumes. The Company is also required to pay administrative fees to group purchasing organizations.

Contract Balances with Customers

A receivable is generally recognized in the period the Company ships the product. Payment terms on invoiced amounts are based on contractual terms with each customer and generally coincide with revenue recognition. Accordingly, the Company does not have any contract assets associated with the future right to invoice its customers. In some cases, if control of the product has not yet transferred to the customer or the timing of the payments made by the customer precedes the Company’s fulfillment of the performance obligation, the Company recognizes a contract liability that is included in deferred revenue in "Accrued liabilities" in the accompanying Consolidated Balance Sheets.

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Contract Balances with Customers

The following table presents changes in the Company’s receivables, contract assets and contract liabilities with customers:

(in thousands)	~~Aug~~Nov 3130, 2025		May 31, 2025
Receivables	$	4244,~~643~~434	$	42,890
Contract assets	$	—	$	—
Contract liabilities	$	~~320~~555	$	277

During the ~~three~~six months ended ~~August~~November 3130, 2025, the Company had additions to contract liabilities of $0.14 million. This was offset by $0.1 million in revenue that was recognized during the ~~three~~six months ended ~~August~~November 3130, 2025.

Costs to Obtain or Fulfill a Customer Contract

Under ASC 606, the Company may recognize an asset for incremental costs of obtaining a contract with a customer if it expects to recover those costs. The Company’s sales incentive compensation plans qualify for capitalization since these plans are directly related to sales achieved during a period of time. However, the Company has elected the practical expedient under ASC 340-40-25-4 to expense the costs as they are incurred within selling and marketing expenses since the amortization period is less than one year.

The Company accounts for shipping and handling activities related to contracts with customers as costs to fulfill the promise to transfer the associated products. Shipping and handling costs, associated with the distribution of finished products to customers, are recorded in costs of goods sold and are recognized when the related finished product is shipped to the customer. Amounts charged to customers for shipping and handling are recorded in net sales.

3. INVENTORIES

Inventories are stated at lower of cost and net realizable value (using the first-in, first-out method). Inventories consisted of the following:

(in thousands)	~~Aug~~Nov 3130, 2025		May 31, 2025
Raw materials	$	2524,~~928~~677	$	27,497
Work in process	910,~~404~~058		7,509
Finished goods	2630,~~923~~834		27,000
Inventories	$	6265,~~255~~569	$	62,006

The Company periodically reviews inventory for both obsolescence and loss of value. The Company makes assumptions about the future demand for and market value of the inventory. Based on these assumptions, the Company estimates the amount of obsolete, expiring and slow-moving inventory. The total inventory reserve at ~~August~~November 3130, 2025 and May 31, 2025 was $45.60 million and $4.4 million, respectively.

4. INTANGIBLE ASSETS

Definite Lived Intangible Assets

Intangible assets are amortized over their estimated useful lives on a straight-line basis. Useful lives range from two to eighteen years. The Company periodically reviews, and adjusts, if necessary, the estimated useful lives of its intangible assets and reviews such assets or asset groups for impairment whenever events or changes in circumstances indicate that the carrying value of the assets or asset groups may not be recoverable. If an intangible asset or asset group is considered to be impaired, the amount of the impairment will equal the excess of the carrying value over the fair value of the asset.

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Intangible assets consisted of the following:

Aug 31, 2025

Nov 30, 2025

(in thousands)

Gross carrying value

Accumulated amortization

Net carrying value

Product technologies

~~181~~183,~~785~~446

(~~116~~119,~~374~~560)

6563,~~411~~886

Customer relationships

7,749

(45,~~915~~029)

2,~~834~~720

Trademarks

2,100

(2,~~095~~100)

5—

Licenses

3,837

(3,~~707~~711)

~~130~~126

~~195~~197,~~471~~132

(~~127~~130,~~091~~400)

6866,~~380~~732


	May 31, 2025
(in thousands)	Gross carrying value		Accumulated amortization		Net carrying value
Product technologies	$	178,673	$	(112,657)	$	66,016
Customer relationships	7,749		(4,802)		2,947
Trademarks	2,100		(2,081)		19
Licenses	3,837		(3,703)		134


	$	192,359	$	(123,243)	$	69,116

Amortization expense for the three months ended ~~August~~November 3130, 2025 and 2024 was $2.76 million and $2.6 million, respectively. Amortization expense for the six months ended November 30, 2025 and 2024 was $5.3 million and $5.1 million, respectively.

Expected future amortization expense related to the intangible assets for each of the following fiscal years is as follows:

(in thousands)
Remainder of 2026	$	75,~~837~~265
2027	10,~~419~~530
2028	10,~~370~~481
2029	10,~~272~~383
2030	10,~~259~~370
2031 and thereafter	19,~~223~~703
	$	6866,~~380~~732

5. ACCRUED LIABILITIES

Accrued liabilities consisted of the following:

(in thousands)	~~Aug~~Nov 3130, 2025		May 31, 2025
Payroll and related expenses	$	1314,~~539~~336	$	20,397
Outside services	45,~~588~~293		3,143
Research and development	1,~~418~~449		1,459
Royalties	1,~~457~~777		2,642
Sales and franchise taxes	~~545~~417		531
Deferred warranties	~~292~~277		374
Transaction service agreement payable	~~674~~86		2,241
Rebates	~~468~~380		446
Accrued freight	575		575
Accrued freight and tariffs	1,325		875
Accrued severance	~~887~~1,312		800
Other	3,~~214~~201		2,~~910~~610
	$	2729,~~657~~853	$	35,518

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6. LONG-TERM DEBT

On May 28, 2025, the Company entered into a new Credit Agreement (the “Credit Agreement”) with its subsidiary RITA Medical Systems, LLC (“RITA” and, together with the Company, the “Loan Parties”), the lenders party thereto and JPMorgan Chase Bank, N.A., individually and as administrative agent, issuing bank and swingline lender.

The Credit Agreement provides for a $25.0 million secured revolving credit facility (the "Revolving Facility"), which is subject to a borrowing base comprised of certain working capital assets of the Company. Additionally, until such time as the Company has demonstrated a fixed charge coverage ratio greater than 1.10 to 1.00, the Revolving Facility will be further reduced by $5,000,000 (such period, the “Availability Block Period”). To the extent requested by the Company, and subject to certain customary limitations, the lenders will make revolving loan advances to the Company and the issuing bank will issue letters of credit for the account of the Company, in each case in an aggregate amount not exceeding the availability under the Revolving Facility. Issuances of letters of credit under the Revolving Facility shall further be limited by an issuance cap, which at the closing date was set at $2,000,000. The proceeds of the Revolving Facility may be used for working capital and for general corporate needs of AngioDynamics and its subsidiaries.

The Credit Agreement has a two-year maturity. Interest on the Revolving Facility will be based, at the Company's option, on a rate equal to (i) the Secured Overnight Financing Rate ("SOFR") plus 0.1% (subject to a floor of 0%) ("Adjusted Term SOFR"), or (ii) the alternate base rate (subject to a floor of 0%) ("ABR"), and in each case with a margin for Adjusted Term SOFR loans of 2.0% and for ABR loans of 1.0%. The Revolving Facility will also carry a commitment fee of 0.2% per annum on the unused portion. The Revolving Facility contains customary benchmark replacement and rate fallback provisions.

The Company's obligations under the Credit Agreement are unconditionally guaranteed, jointly and severally, by the Company's material direct and indirect domestic subsidiaries (the “Guarantors”). The sole Guarantor as at the closing date is RITA. All obligations of the Company and the Guarantors under the Revolving Facility are secured by first priority security interests in substantially all of the assets of the Loan Parties and the Guarantors.

The Credit Agreement includes customary representations, warranties and covenants, and acceleration, indemnity and events of default provisions, including, among other things, a financial covenant which requires the Company to maintain, as of the end of each calendar month commencing after the end of the Availability Block Period, a fixed charge coverage ratio of EBITDA* minus unfinanced capital expenditures to consolidated interest expense paid or payable in cash plus scheduled principal payments in respect of indebtedness under the Credit Agreement of not less than 1.05 to 1.00.

* The definitions of total indebtedness, EBITDA, capital expenditures and interest expense are specifically defined in the Credit Agreement included as an exhibit to Form 8-K filed on May 28, 2025.

As of ~~August~~November 3130, 2025 there were no amounts outstanding on the Revolving Facility. As of ~~August~~November 3130, 2025, the carrying value of long-term debt approximated its fair market value.

7. INCOME TAXES

The Company provides for income taxes at the end of each interim period based on the estimated effective tax rate for the full fiscal year adjusted for any discrete events, which are recorded in the period that they occur. The estimated annual effective tax rate prior to discrete items was (0.63)% as of the ~~first~~second quarter of fiscal year 2026, as compared to 1.87% for the same period in fiscal year 2025. In fiscal year 2026, the Company’s effective tax rate differs from the U.S. statutory rate primarily due to the impact of the valuation allowance, foreign taxes, and other non-deductible permanent items (such as non-deductible meals and entertainment, Section 162(m) excess compensation and non-deductible share-based compensation).

The Company regularly assesses its ability to realize its deferred tax assets. Assessing the realization of deferred tax assets requires significant management judgment. In determining whether its deferred tax assets are more likely than not realizable, the Company evaluated all available positive and negative evidence, and weighted the evidence based on its objectivity.

Based on the review of all available evidence, the Company determined that it has not yet attained a sustained level of profitability and the objectively verifiable negative evidence outweighed the positive evidence. Therefore, the Company has provided a valuation allowance on its federal and state net operating loss carryforwards, federal and state Research and Development ("R&D") credit carryforwards and other net deferred tax assets as of ~~August~~November 3130, 2025. The Company will continue to assess the level of the valuation allowance required. If sufficient positive evidence exists in future periods to support a release of some or all of the valuation allowance, such a release would likely have a material impact on the Company’s results of operations.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law, making permanent certain provisions of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and the business interest

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expense limitation. In accordance with ASC 740, the Company has recognized the effects of the new tax law in the period of enactment. As the Company maintains a full valuation allowance on its U.S. deferred tax assets, the legislation does not have a material impact on our consolidated financial statements for the quarter ended ~~August~~November 3130, 2025.

8. SHARE-BASED COMPENSATION

On October 13, 2020, the Company's shareholders approved the 2020 Stock and Incentive Award Plan (the “2020 Plan”). The 2020 Plan provides for the grant of incentive stock options, non-statutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance share units, performance shares and other incentive awards to the Company's employees, directors and other service providers. On November 12, 2024 the Company's shareholders approved an amendment to the 2020 Plan to increase the reserve of shares of common stock available for future grants by 3.2 million shares. As of ~~August~~November 3130, 2025, there was a maximum of 2.56 million shares of common stock available for future grant under the 2020 Plan.

Prior to the adoption of the 2020 Plan, equity awards were issued under the 2004 Stock and Incentive Award Plan (the “2004 Plan”). The adoption of the 2020 Plan did not impact the administration of equity awards issued under the 2004 Plan but following the adoption of the 2020 Plan, equity award grants are no longer made under the 2004 Plan.

The Company also has an employee stock purchase plan. As of ~~August~~November 3130, 2025, there was a maximum of 2.5 million shares of common stock available for future grant under the employee stock purchase plan.

For the three months ended ~~August~~November 3130, 2025 and 2024, share-based compensation expense was $42.59 million and $3.2.5 million, respectively. For the six months ended November 30, 2025 and 2024, share-based compensation expense was $7.4 million and $5.7 million, respectively.

During the ~~three~~six months ended ~~August~~November 3130, 2025 and 2024, the Company granted ~~stock options and~~ restricted stock units under the 2020 Plan to certain employees and members of the Board of Directors. ~~Stock option awards are valued using the Black-Scholes option-pricing model and then amortized on a straight-line basis over the requisite service period of the award.~~ Generally, restricted stock unit awards are valued based on the closing trading value of the Company’s common stock on the date of grant and then amortized on a straight-line basis over the requisite service period of the award. In July 2023, the Board of Directors approved a change in terms of restricted stock units granted to non-employee directors to provide for immediate vesting upon grant of the award. In the event that the Company grants stock option awards, they are valued using the Black-Scholes option-pricing model and then amortized on a straight-line basis over the requisite service period of the award.

During the ~~three~~six months ended ~~August~~November 3130, 2025 and 2024, the Company granted performance share units under the 2020 Plan to certain employees. The awards may be earned by achieving performance levels over the requisite service period. The performance criteria are based on achieving certain performance targets and the total shareholder return (“TSR”) of the Company’s common stock relative to the TSR of the common stock of a pre-defined industry peer-group. The fair value of these awards is based on a Monte Carlo simulation model.

As of ~~August~~November 3130, 2025, there was $2824.43 million of unrecognized compensation expense related to share-based payment arrangements. These costs are expected to be recognized over a weighted-average period of approximately ~~three~~two years. The Company has sufficient shares to satisfy expected share-based payment arrangements.

9. EQUITY

On July 16, 2024, the Board of Directors approved a share repurchase program (the "Repurchase Program") under which they authorized the Company the option to repurchase up to $15.0 million of its outstanding common stock. The timing and amount of any share repurchases under the authorization will be determined by management within certain parameters and based on market conditions and other considerations. There were no shares repurchased during the ~~first~~six ~~quarter~~months ofended ~~fiscal~~November 30, ~~year 2026~~2025. During ~~the first quarter of~~ fiscal year 2025, the Company repurchased 72243,~~141~~847 shares of common stock in the open market at an aggregate cost of $01.57 million under the Repurchase Program. As of ~~August~~November 3130, 2025, $13.3 million remained available for repurchase under the Repurchase Program.

10. EARNINGS PER SHARE

Basic earnings per share is based on the weighted average number of common shares outstanding without consideration of potential common stock. Diluted earnings per share includes the dilutive effect of potential common stock consisting of stock options, restricted stock units and performance stock units, provided that the inclusion of such securities is not anti-dilutive. In periods with a net loss, stock options and restricted stock units are not included in the computation of diluted loss per share as the impact would be anti-dilutive.

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The following table reconciles basic to diluted weighted-average shares outstanding:

Three Months Ended

Six Months Ended

(in thousands)

~~Aug~~Nov 3130, 2025

~~Aug~~Nov 3130, 2024

Nov 30, 2025

Nov 30, 2024

Basic

41,~~174~~542

40,~~653~~922

41,404

40,787

Effect of dilutive securities

—

Diluted

41,~~174~~542

40,~~653~~922

41,404

40,787

Securities excluded as their inclusion would be anti-dilutive

6,~~183~~019

5,~~180~~099

6,019

5,099

11. SEGMENT AND GEOGRAPHIC INFORMATION

Segment information

The Company regularly reviews its segments and the approach used by the chief operating decision maker, the President and Chief Executive Officer ("CEO"), to evaluate performance and allocate resources. The Company manages its operations through two operating segments, Med Tech and Med Device. The CEO evaluates these two operating segments based on gross margin to, among other items, allocate resources and assess performance. The CEO uses gross margin in the budgeting and forecasting process to assess profitability and enable decision making regarding strategic initiatives, investments and personnel across the two operating segments. Executives reporting to the CEO include those responsible for commercial operations, manufacturing operations, regulatory and quality and certain corporate functions.

The Med Tech segment is comprised of our technology portfolio including Auryon, the thrombus management platform and NanoKnife. The Med Device segment is comprised of our Core, Venous, Ports and other Oncology products.

The Company manages its assets on a total company basis, not by operating segment; therefore, the CEO does not review any asset information by operating segment and, accordingly, asset information is not reported or evaluated by operating segment.

The table below summarizes net sales, cost of sales and gross margin by Med Tech and Med Device:

	Three Months Ended						Six Months Ended
(in thousands)	~~Aug~~Nov 3130, 2025			~~Aug~~Nov 3130, 2024			Nov 30, 2025			Nov 30, 2024
Med Tech Net Sales	$	35,~~261~~653		$	2731,~~969~~554		$	70,914		$	59,523
Med Tech Cost of Sales (exclusive of intangible amortization)	1312,~~339~~367			1011,~~272~~441			25,707			21,713
Gross Margin	2123,~~922~~286			1720,~~697~~113			45,207			37,810
Gross Margin %	6265.23		%	63.37		%	63.7		%	63.5		%
Med Device Net Sales	$	4043,~~450~~780		$	3941,~~522~~291		84,230			$	80,813
Med Device Cost of Sales (exclusive of intangible amortization)	2022,~~515~~283			2021,~~495~~498			42,797			41,993
Gross Margin	1921,~~935~~497			19,~~027~~793			41,433			$	38,820
Gross Margin %	49.31		%	4847.19		%	49.2		%	48.0		%
Total Net Sales	$	7579,~~711~~433		$	6772,~~491~~845		$	155,144		$	140,336
Total Cost of Sales (exclusive of intangible amortization)	3334,~~854~~650			3032,~~767~~939			68,504			63,706
Gross Margin	4144,~~857~~783			3639,~~724~~906			86,640			76,630
Gross Margin %	5556.34		%	54.48		%	55.8		%	54.6		%
Operating Expenses(1)	$	5250,~~513~~908		$	4951,~~822~~000		$	103,421		$	100,822
Other income (expense), net(2)	(~~182~~230)			~~433~~246			(412)			679
Loss before income tax benefit	(106,~~838~~355)			(1210,~~665~~848)			(17,193)			(23,513)

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(1) Operating expenses include Research and development, Sales and marketing, General and administrative, Amortization of intangibles, Change in fair value of contingent consideration and Acquisition, restructuring and other items, net.

(2) Other income (expense), net includes interest income, interest expense, foreign currency impacts and bank fees.

Geographic information

The table below summarizes net sales by geographic area based on external customer location:

	Three Months Ended				Six Months Ended
(in thousands)	~~Aug~~Nov 3130, 2025		~~Aug~~Nov 3130, 2024		Nov 30, 2025		Nov 30, 2024
Net Sales
United States	$	6667,~~456~~594	$	5962,~~481~~678	$	134,050	$	122,159
International	911,~~255~~839		810,~~010~~167		21,094		18,177
Total	$	7579,~~711~~433	$	6772,~~491~~845	$	155,144	$	140,336

For the three months ended ~~August~~November 3130, 2025 and 2024, international sales as a percentage of total net sales were 1214.29% and 1114.90%, respectively. For the six months ended November 30, 2025 and 2024, international sales as a percentage of total net sales were 13.6% and 13.0%, respectively. Sales to any one country outside the U.S., as determined by shipment destination, did not comprise a material portion of net sales in any of the last three fiscal years. In addition, no one customer represents more than 10% of consolidated net sales. and 63% of long-lived assets are located within the United States and 36% are located within Israel.

12. FAIR VALUE

On a recurring basis, the Company measures certain financial assets and financial liabilities at fair value based upon quoted market prices, where available. Where quoted market prices or other observable inputs are not available, the Company applies valuation techniques to estimate fair value. FASB ASC Topic 820, Fair Value Measurements and Disclosures, establishes a three-level valuation hierarchy for disclosure of fair value measurements. The categorization of financial assets and financial liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the measurement of fair value. The three levels of the hierarchy are defined as follows:

•Level 1 - Inputs to the valuation methodology are quoted market prices for identical assets or liabilities.

•Level 2 - Inputs to the valuation methodology are other observable inputs, including quoted market prices for similar assets or liabilities and market-corroborated inputs.

•Level 3 - Inputs to the valuation methodology are significant unobservable inputs based on management’s best estimate of inputs market participants would use in pricing the asset or liability at the measurement date, including assumptions about risk.

The Company's financial instruments include cash and cash equivalents, accounts receivable and accounts payable. The carrying amount of cash and cash equivalents, accounts receivable, and accounts payable approximates fair value due to their immediate or short-term maturities. The Company does not have assets or liabilities that require recurring fair value measurement using significant unobservable inputs (Level 3).

13. LEASES

The Company determines if an arrangement is a lease at inception of the contract. The Company has operating leases for buildings, primarily for office space, R&D, manufacturing and warehousing. The Company has financing arrangement for manufacturing and distribution.

Financing Arrangement

On December 24, 2024, the Company entered into an agreement to sell the manufacturing facilities in Queensbury, NY and Glens Falls, NY for a purchase price of $5.5 million and $1.2 million, respectively, and net proceeds of $5.2 million and $1.1 million, respectively. The Company simultaneously entered into lease agreements with future lease payments of $4.6 million over seven years for the Queensbury, NY facility and $0.4 million over three years for the Glens Falls, NY facility.

Based on certain criteria, the transaction was accounted for as a financing arrangement, as it did not meet the criteria for a sale-leaseback. As a result, the assets remain in "Property, plant and equipment, net" on the Consolidated Balance Sheets at their historical book value and are depreciated over the term of the lease agreements. A financing arrangement was recorded in the amount of the net proceeds received. The Company will recognize monthly rent as a reduction of the finance arrangement

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and interest expense, using the effective interest rate method. No gain or loss was recognized related to the financing arrangement for the three and six months ended ~~August~~November 3130, 2025.

As of ~~August~~November 3130, 2025, the carrying value of the financing arrangement was $6.10 million, of which $0.4 million was classified as "Other current liabilities" and $5.76 million was classified as "Other long-term liabilities" on the Consolidated Balance Sheets. Interest expense associated with the financing arrangement was $0.1 million and $0.2 million for the three and six months ending ~~August~~November 3130, 2025, respectively.

Remaining future cash payments related to the financing arrangement as of November 30, 2025 for each of the following fiscal years is:

(in thousands)	~~Aug~~Nov 3130, 2025
Remainder of 2026	$	~~600~~401
2027	804
2028	745
2029	660
2030 and thereafter	1,705
Total minimum liability payments	$	4,~~514~~315
Less: imputed interest	(1,~~920~~812)
Total	$	2,~~594~~503

Operating Leases

Operating lease right-of-use (“ROU”) assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. Many of the lease agreements contain renewal or termination clauses that are factored into the determination of the lease term if it is reasonably certain that these options would be exercised. The Company recognizes lease expense for these leases on a straight-line basis over the lease term.

(in thousands)	Balance Sheet Location	Aug 31, 2025		May 31, 2025
Assets
Operating lease ROU asset	Other assets	$	3,411	$	3,850
Liabilities
Current operating lease liabilities	Other current liabilities	1,773		1,840
Non-current operating lease liabilities	Other long-term liabilities	1,725		2,106
Total lease liabilities		$	3,498	$	3,946

The Company extended the lease for the corporate headquarters in Latham, NY through June 2031 and the Company increased its footprint for its research and development facility in Marlborough, MA through September 2030.

The following table presents supplemental balance sheet information related to leases:

	Aug 31, 2025
(in thousands)	Balance Sheet Location		Nov 30, 2025		May 31, 2025
Weighted average remaining term (in years)	2.62
Assets
Weighted average discount rate	4.8	%
Operating lease ROU asset	Other assets		$	5,724	$	3,850
Liabilities
Current operating lease liabilities	Other current liabilities		1,312		1,840
Non-current operating lease liabilities	Other long-term liabilities		4,478		2,106
Total lease liabilities			$	5,790	$	3,946

The interest rate implicit in lease agreements is typically not readily determinable, and as such the Company used the incremental borrowing rate based on the information available at commencement date in determining the present value of future payments. The incremental borrowing rate is defined as the interest the Company would pay to borrow on a collateralized basis, considering factors such as length of lease term. The following table presents the weighted average remaining lease term and discount rate:


	Nov 30, 2025
Weighted average remaining term (in years)	4.44
Weighted average discount rate	5.7	%

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The maturities of the lease liabilities for each of the following fiscal years is:

(in thousands)	~~Aug~~Nov 3130, 2025
Remainder of 2026	$	~~1,490~~824
2027	~~986~~1,537
2028	~~729~~1,477
2029	~~515~~1,278
2030 and thereafter	—1,457
Total lease payments	$	36,~~720~~573
Less: imputed interest	~~222~~783
Total lease obligations	$	35,~~498~~790
Less: Current portion of lease obligations	1,~~773~~312
Long-term lease obligations	$	14,~~725~~478

During the three months ended November 30, 2025 and 2024, the Company recognized $0.6 million and $0.7 million of operating lease expense, respectively, which includes immaterial short-term leases. During the six months ended November 30, 2025 and 2024, the Company recognized $1.3 million and $1.3 million of operating lease expense, respectively, which includes immaterial short-term leases. The expenses on the Consolidated Statement of Operations were classified as follows:

	Three Months Ended				Six Months Ended
(in thousands)	~~Aug~~Nov 3130, 2025		~~Aug~~Nov 3130, 2024		Nov 30, 2025		Nov 30, 2024
Cost of sales	$	~~201~~171	$	230	$	372	$	461
Research and development	92135		~~109~~88		227		197
Sales and marketing	3243		40		76		80
General and administrative	~~289~~245		~~300~~298		534		599
Acquisition, restructuring and other items, net	2425		—		49		—
	$	~~638~~619	$	~~679~~656	$	1,258	$	1,337

The following table presents supplemental cash flow and other information related to leases:

	Three Months Ended
	Six Months Ended
(in thousands)	~~Aug~~Nov 3130, 2025		~~Aug~~Nov 3130, 2024
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	~~497~~984	$	~~562~~1,120
ROU assets obtained in exchange for lease liabilities
Operating leases	$	—3,476	$	—

14. COMMITMENTS AND CONTINGENCIES

The Company is involved in various legal proceedings, including commercial, intellectual property, product liability, and regulatory matters of a nature considered normal for its business. The Company accrues for amounts related to these matters if it is probable that a liability has been incurred, and an amount can be reasonably estimated. The Company discloses such matters when there is at least a reasonable possibility that a material loss may have been incurred. However, the Company cannot predict the outcome of any litigation or the potential for future litigation.

C.R. Bard, Inc. v. AngioDynamics, Inc.

On January 11, 2012, C.R. Bard, Inc. (“Bard”) filed a suit in the United States District Court of Utah claiming certain of the Company's implantable port products infringe on three U.S. patents held by Bard (US Patent Nos. 7,785,302 ("302"), 7,959,615 (“615”) and 7,947,022 ("022")).

On March 10, 2015, Bard and Bard Peripheral Vascular filed suit in the District of Delaware claiming certain of the Company's implantable port products infringe on three U.S. patents held by Bard (US Patent Nos. 8,475,417, 8,545,460, 8,805,478). The Court entered Judgement on June 1, 2023 in favor of the Company.

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On March 8, 2021, Bard filed suit in the District of Delaware asserting certain of the Company’s port products (including certain related infusion sets) infringe U.S. Patent Nos. 8,025,639, 9,603,992 and 9,603,993. The Company counterclaimed, alleging that certain of Bard’s catheter products infringe U.S. Patent Nos. 8,377,011, 10,729,881, 8,454,574.

On March 31, 2024, the Company and Bard’s parent company Becton, Dickinson and Company (collectively, “BD”) entered into a settlement agreement (the “Settlement Agreement”) to resolve the ongoing litigations. Neither party admitted any liability and the Settlement Agreement contains mutual covenants not to sue and releases. Under the terms of the Settlement Agreement, BD granted a license to the Company under certain of BD’s port patents and AngioDynamics granted BD a license under certain of the Company’s catheter patents. The Company made a one-time lump sum payment to BD in the amount of $7.0 million, $3.0 million which was paid within 5 business days of execution of the Settlement Agreement, and the remainder is payable in installments during 12 month period ending March 31, 2025. The Company will also make six minimum annual payments to BD of $2.5 million ~~starting~~which started in fiscal year 2025, and potential additional payments if six percent (6%) of annual net sales of the Company’s port products exceed the minimum payment. The Company made payments of $2.5 million related to the minimum annual payments to BD during the quarter ended August 31, 2025. The parties ~~will~~participated ~~participate~~ in the ~~pending~~ appeal before the Federal Circuit of the case that was filed March 10, 2015 and aon ~~contingent~~December ~~payment~~15, of2025, ~~$3.0 million will be due from~~ the ~~Company to BD if the~~ Federal Circuit ~~reverses~~affirmed ~~or vacates~~ the District Court’'s ~~findings~~finding of patent invalidity ~~with~~and ~~respect~~entered tojudgement ~~the~~in ~~patent~~favor ~~claims~~of atAngioDynamics. While ~~issue in~~ the ~~case. Oral~~Company ~~argument~~will incontinue ~~the~~to ~~appeal~~make ~~will~~annual ~~take~~payments ~~place~~to onBD ~~October~~pursuant 8,to ~~2025. Neither~~the ~~party~~Settlement ~~admitted~~agreement, ~~any~~no ~~liability~~additional ~~and~~contingent ~~the~~payments ~~agreement~~are ~~contains~~due ~~mutual~~as ~~covenants~~a ~~not~~result toof ~~sue~~the ~~and~~Federal ~~releases~~Circuit's affirmance. As of ~~August~~November 3130, 2025, there was $2.4 million payable to BD recorded in other current liabilities and $6.7 million recorded in other long-term liabilities.

Port Product Claims

As of ~~August~~November 3130, 2025, the Company is defending approximately ~~219~~268 product liability claims involving the Company's port products (collectively, the “Port Product Claims”). The Port Product Claims are consolidated for pretrial proceedings in the United States District Court for the Southern District of California. The Port Product Claims generally seek damages for personal injury allegedly resulting from use of the products. The Company has limited information regarding the nature and quantity of certain of the Port Product Claims. The Company continues to receive claims and lawsuits and may in future periods learn additional information regarding other unfiled or unknown claims, or other lawsuits, which could materially impact the Company’s estimate of the number of claims or lawsuits against the Company.

15. ACQUISITION, RESTRUCTURING, AND OTHER ITEMS, NET

Acquisition, Restructuring and Other Items

Acquisition, restructuring and other items, net, consisted of:

	Three Months Ended				Six Months Ended
(in thousands)	~~Aug~~Nov 3130, 2025		~~Aug~~Nov 3130, 2024		Nov 30, 2025		Nov 30, 2024
Legal (1)	$	~~213~~1,472	$	~~507~~56	$	1,685	$	410
Plant closure (2)	2,345		3,589
Mergers and acquisitions	—		737		—		737
Transition service agreement (3)	(302)		(507)
Plant closure (2)	2,371		5,102		4,716		8,691
Other	502		722
Transition service agreement (3)	(666)		(454)		(968)		(960)
Total	$	2,758	$	4,311
Other	458		427		960		1,301
Total	$	3,635	$	5,868	$	6,393	$	10,179

(1) Legal expenses related to litigation that is outside the normal course of business.

(2) Plant closure expense, related to the restructuring of our manufacturing footprint which was announced on January 5, 2024.

(3) Transition services agreements that were entered into with Merit and Spectrum.

Restructuring

The Company evaluates its performance and looks for opportunities to improve the overall operations of the Company on an ongoing basis. As a result of this evaluation, certain restructuring initiatives are taken to enhance the Company’s overall operations. On January 5, 2024, the Company announced a restructuring to optimize its manufacturing efficiency, capabilities and footprint (the "Plan").

In the second quarter of fiscal year 2025, the Company announced a modification to the Plan to maintain a presence in Queensbury, NY for the manufacturing of select products, customer service, logistics, shipping, quality and regulatory operations. The restructuring activities associated with the modified Plan are ~~still~~ expected to be completed inby the ~~third~~end ~~quarter~~ of fiscal year 2026.

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The following table provides a summary of our estimated costs associated with the plan:

Type of cost (in thousands)

~~Total original estimated amount expected to be incurred~~

Total estimated amount expected to be incurred

~~Total modified estimated amount expected to be incurred~~

Facilities closeout fees (1)

~~14,500~~

~~15,250~~

16,000

17,000

Termination benefits

~~9,000~~

~~10,000~~

6,200

7,200

Outside consultants

~~9,000~~

~~10,000~~

7,500

8,500

Validation expenses

~~4,500~~

~~5,500~~

3,400

4,400

Regulatory filings

~~750~~

~~1,250~~

150

650

Other

~~750~~

~~1,250~~

150

650

~~38,500~~

~~43,250~~

33,400

38,400

(1) Included in the original and modified estimate is approximately $13.6 million and $13.3 million of non-cash charges for accelerated depreciation and building impairment.

The Company recorded restructuring charges related to the plan during the three and six months ended ~~August~~November 3130, 2025 of $2.34 million and $4.7 million, respectively. Total restructuring charges recorded to date are $2528.60 million. Termination benefits are only earned if an employee stays until their termination date; therefore, the expenses related to termination benefits are being recorded ratably over the service period.

The table below presents the restructuring reserve:

	Three Months Ended Aug 31, 2025
	Three Months Ended Nov 30, 2025
	Termination Benefits		Outside Consultants		Validation Expenses		Facilities Closeout Fees		Regulatory Filings		Other		Total
(in thousands)
Balance at May 31, 2025	$	629	$	622	$	86	$	—	$	—	$	166	$	1,503
Charges	282		561		705		184		13		600		2,345
Non-cash adjustments	—		—		—		(184)		—		—		(184)
Cash payments	(127)		(647)		(757)		—		(13)		(719)		(2,263)
Balance at August 31, 2025	$	784	$	536	$	34	$	—	$	—	$	47	$	1,401
Charges	282		1,364		386		153		47		139		2,371
Non-cash adjustments	—		—		—		(153)		—		—		(153)
Cash payments	(34)		(1,255)		(157)		—		—		(147)		(1,593)
Balance at November 30, 2025	$	1,032	$	645	$	263	$	—	$	47	$	39	$	2,026


	Six Months Ended Nov 30, 2025
	Termination Benefits		Outside Consultants		Validation Expenses		Facilities Closeout Fees		Regulatory Filings		Other		Total
(in thousands)
Balance at May 31, 2025	$	629	$	622	$	86	$	—	$	—	$	166	$	1,503
Charges	563		1,925		1,091		337		60		740		4,716
Non-cash adjustments	—		—		—		(337)		—		—		(337)
Cash payments	(160)		(1,902)		(914)		—		(13)		(867)		(3,856)
Balance at November 30, 2025	$	1,032	$	645	$	263	$	—	$	47	$	39	$	2,026

16. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Recently Issued Accounting Pronouncements - Adopted

There are no recently issued accounting pronouncements that have been adopted.

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Recently Issued Accounting Pronouncements - Not Yet Applicable or Adopted

Standard	Description	Effective Date	Effect on the Consolidated Financial Statements
ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures	This ASU improves the income tax disclosure requirements on an annual basis by (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold.	June 1, 2025	The Company plans to adopt the new standard for the fiscal year 2026 Annual Report on Form 10-K and is assessing the impact to the consolidated financial statements.
ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-04): Disaggregation of Income Statement Expenses	This ASU improves the disclosures about a public business entity's costs and expenses by requiring the Company to disclose more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization and depletion) included in each relevant income statement caption.	June 1, 2027	The Company plans to adopt the new standard for the fiscal year 2028 and is assessing the impact to the consolidated financial statements.
ASU 2025-05, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets	This ASU addresses challenges encountered when applying the guidance to current account receivable and current contract assets arising from transactions accounted for under Topic 606, Revenue from Contracts with Customers.	June 1, 2026	The Company plans to adopt the new standard for the fiscal year 2027 and is assessing the impact to the consolidated financial statements.
ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements	This ASU improves the guidance in Topic 270 by improving the navigability of the required interim disclosures and clarifying when that guidance is applicable. The amendments also provide additional guidance on what disclosures should be provided in interim reporting periods and adds to Topic 270 a principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity.	June 1, 2028	The Company plans to adopt the new standard for the fiscal year 2029 and is assessing the impact to the consolidated financial statements.

There have been no material changes to our critical accounting policies since our Annual Report on Form 10-K for fiscal year ended May 31, 2025.

17. SUBSEQUENT EVENTS

As previously disclosed by the Company, subsequent to the close of the Company’s fiscal second quarter, on January 2, 2026 James C. Clemmer notified the Board of Directors of the Company of his intention to retire from his position as President and Chief Executive Officer of the Company and its subsidiaries, currently contemplated to be November 30, 2026 or upon such other date as the appointment of a successor occurs (the “Retirement”). In connection with the Retirement, the Board of Directors has established a search committee to conduct a comprehensive search, which will be assisted by a leading executive search firm, to identify the Company’s next Chief Executive Officer and to oversee the CEO transition process.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following information should be read together with the consolidated financial statements and the notes thereto and other information included elsewhere in this quarterly report on Form 10-Q. The following discussion should be read in conjunction with the Company's 2025 Annual Report on Form 10-K, and the consolidated financial statements and notes thereto included elsewhere in the Form 10-Q.

Disclosure Regarding Forward-Looking Statements

This quarterly report on Form 10-Q, including the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements regarding AngioDynamics' expected future financial position, results of operations, cash flows, business strategy, budgets, projected costs, capital expenditures, products, competitive positions, growth opportunities, plans and objectives of management for future operations, as well as statements that include the words such as "expects," "reaffirms," "intends," "anticipates," "plans," "believes," "seeks," "estimates," "projects," "optimistic," or variations of such words and similar expressions, are forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. Investors are cautioned that actual events or results may differ materially from AngioDynamics' expectations, expressed or implied. Factors that may affect the actual results achieved by AngioDynamics include, without limitation, the ability of AngioDynamics to develop its existing and new products, technological advances and patents attained by competitors, infringement of AngioDynamics' technology or assertions that AngioDynamics' technology infringes the technology of third parties, the ability of AngioDynamics to effectively compete against competitors that have substantially greater resources, future actions by the FDA or other regulatory agencies, domestic and foreign health care reforms and government regulations, results of pending or future clinical trials, overall economic conditions (including inflation, tariffs, labor shortages and supply chain challenges including the cost and availability of raw materials), the results of on-going litigation, challenges with respect to third-party distributors or joint venture partners or collaborators, the results of sales efforts, the effects of product recalls and product liability claims, changes in key personnel, the ability of AngioDynamics to execute on strategic initiatives, the effects of economic, credit and capital market conditions, general market conditions, market acceptance, foreign currency exchange rate fluctuations, the effects on pricing from group purchasing organizations and competition, the ability of AngioDynamics to obtain regulatory clearances or approval of its products, or to integrate acquired businesses. Other risks and uncertainties include, but are not limited to, the factors described from time to time in our reports filed with the Securities and Exchange Commission (the "SEC").

Although we believe that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this quarterly report on Form 10-Q will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives and plans will be achieved. Any forward-looking statements are made pursuant to the Private Securities Litigation Reform Act of 1995 and, as such, investors are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date stated, or if no date is stated, as of the date of this report. AngioDynamics disclaims any obligation to update the forward-looking statements.

Disclosure Regarding Trademarks

This report includes trademarks, tradenames and service marks that are our property or the property of other third parties. Solely for convenience, such trademarks and tradenames sometimes appear without any “™” or “®” symbol. However, failure to include such symbols is not intended to suggest, in any way, that we will not assert our rights or the rights of any applicable licensor, to these trademarks and tradenames. For a complete listing of all our trademarks, tradenames and service marks please visit www.angiodynamics.com/IP. Information on our website or connected to our website is not incorporated by reference into this Quarterly Report on Form 10-Q.

Executive Overview

AngioDynamics is a dynamic, diversified medical technology company committed to expanding treatment options and improving patient outcomes and quality of life by focusing on cardiovascular disease and cancer. Our execution strategy is built on innovative R&D, clinical and regulatory pathway expansion and customer centric sales performance. We design, manufacture and sell a wide range of medical, surgical and diagnostic devices used by professional healthcare providers for vascular access, for the treatment of peripheral vascular disease and for use in oncology and surgical settings. Our devices are generally used in minimally invasive, image-guided procedures. Many of our products are intended to be used once and then discarded, or they may be temporarily implanted for short- or long-term use.

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Our business operations cross a variety of markets. Our financial performance is impacted by changing market dynamics, which have included an emergence of value-based purchasing by healthcare providers, consolidation of healthcare providers, the increased role of the consumer in health care decision-making and an aging population, among others. In addition, our growth is impacted by changes within our sector, such as the merging of competitors to gain scale and influence; changes in the regulatory environment for medical devices; and fluctuations in the global economy.

Our sales and profitability growth also depends, in part, on the introduction of new and innovative products, together with ongoing enhancements to our existing products. Expansions of our product offerings are created through internal and external product development, technology licensing and strategic alliances. We recognize the importance of, and intend to continue to make investments in research and development activities and selective business development opportunities to provide growth opportunities.

We sell our products in the United States primarily through a direct sales force, and outside the U.S. mainly through distributor relationships. Our end users include interventional radiologists, interventional cardiologists, vascular surgeons, urologists, interventional and surgical oncologists and critical care nurses. We expect our businesses to grow in both sales and profitability by expanding geographically, penetrating new markets, introducing new products and increasing our presence internationally.

The current macroeconomic environment continues to impact our business and may continue to pose future risks. The Company's ability to manufacture products, the reliability of our supply chain, labor shortages, backlog, inflation (including the cost and availability of raw materials, direct labor and shipping) and tariffs have impacted our business, trends that may continue. Accordingly, management continues to evaluate the Company’s liquidity position, communicate with and monitor the actions of our customers and suppliers, and review our near-term financial performance.

In evaluating the operating performance of our business, management focuses on company-wide and segment revenue and gross margin and company-wide operating income, earnings per share and cash flow from operations. A summary of these key financial metrics for the three and six months ended ~~August~~November 3130, 2025 compared to the three and six months ended ~~August~~November 3130, 2024 are as follows:

Three months ended ~~August~~November 3130, 2025:

•Revenue increased by 129.20% to $7579.74 million

•Med Tech and Med Device growth of 2613.10% and 26.30%, respectively

•Gross margin increased 90160 bps to 5556.34%

•Med Tech gross margin ~~decreased~~increased ~~110~~160 bps to 6265.23% and Med Device gross margin increased 120 bps to 49.31%

•Net loss decreased by $14.94 million to a loss of $106.94 million

•Loss per share decreased by $0.0511 to $0.2615

~~Our~~Six ~~Med~~months ~~Tech~~ended ~~revenue~~November 30, comprised of Auryon, the thrombus management platform and NanoKnife, grew 26.1% in the first quarter of fiscal year 2026 driven by Auryon, NanoKnife and the thrombus management products. Our Med Device revenue grew by 2.3% in the first quarter of fiscal year 2026 driven by growth in the Core and Venous product lines which was partially offset by softness in the Ports and Microwave product lines.2025:

•Revenue increased by 10.6% to $155.1 million

•Med Tech and Med Device growth of 19.1% and 4.2%, respectively

•Gross margin increased 120 bps to 55.8%

•Med Tech gross margin increased 20 bps to 63.7% and Med Device gross margin increased 120 bps to 49.2%

•Net loss decreased by $6.3 million to a loss of $17.3 million

•Loss per share decreased by $0.16 to $0.42

Our Med Tech revenue, comprised of Auryon, the thrombus management platform and NanoKnife, grew 13.0% in the second quarter of fiscal year 2026 driven by Auryon, NanoKnife and the thrombus management products. Our Med Device revenue grew by 6.0% in the second quarter of fiscal year 2026 driven by growth in the Core, Ports and Venous product lines which was partially offset by softness in the Oncology product lines.

Results of Operations

For the three months ended ~~August~~November 3130, 2025, the Company reported net loss of $106.94 million, or diluted loss per share of $0.2615, on net sales of $7579.74 million, compared with a net loss of $1210.7 million, or diluted loss per share of $0.26, on net sales of $72.8 million during the same quarter of the prior year. For the six months ended November 30, 2025, the Company reported net loss of $17.3 million, or diluted loss per share of $0.3142, on net sales of $67155.1 million, compared with a net loss of $23.5 million, or diluted loss per share of $0.58, on net sales of $140.3 million during the same quarter of the prior year.

Net sales - Net sales are derived from the sale of products and related freight charges, less discounts, rebates and returns.

	Three Months Ended
(in thousands)	Aug 31, 2025		Aug 31, 2024		$ Change
Net Sales
Med Tech	$	35,261	$	27,969	$	7,292
Med Device	40,450		39,522		$	928
Total	$	75,711	$	67,491	$	8,220

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	Three Months Ended						Six Months Ended
(in thousands)	~~Aug~~Nov 3130, 2025		~~Aug~~Nov 3130, 2024		$ Change		Nov 30, 2025		Nov 30, 2024		$ Change
Net Sales
United States	$	66,456	$	59,481	$	6,975
Med Tech	$	35,653	$	31,554	$	4,099	$	70,914	$	59,523	$	11,391
International	9,255		8,010		$	1,245
Med Device	43,780		41,291		$	2,489	84,230		80,813		3,417
Total	$	7579,~~711~~433	$	6772,~~491~~845	$	86,~~220~~588	$	155,144	$	140,336	$	14,808

For the three months ended August 31, 2025, net sales increased $8.2 million to $75.7 million compared to the same period in the prior year. At August 31, 2025, the Company had a backlog of $0.4 million.


	Three Months Ended						Six Months Ended
(in thousands)	Nov 30, 2025		Nov 30, 2024		$ Change		Nov 30, 2025		Nov 30, 2024		$ Change
Net Sales
United States	$	67,594	$	62,678	$	4,916	$	134,050	$	122,159	$	11,891
International	11,839		10,167		$	1,672	21,094		18,177		2,917
Total	$	79,433	$	72,845	$	6,588	$	155,144	$	140,336	$	14,808

~~The~~For ~~Med~~the ~~Tech~~three ~~segment~~months ended November 30, 2025, net sales increased $76.36 million ~~for~~to $79.4 million compared to the ~~three~~same period in the prior year. For the six months ended ~~August~~November 3130, 2025, net sales increased $14.8 million to $155.1 million compared to the same period in the prior year. ~~The~~At ~~change~~November 30, in2025, ~~sales from~~ the ~~prior~~Company ~~year~~had ~~was~~a ~~primarily~~backlog ~~driven~~of ~~by:~~$0.4 million.

~~•Increased~~The ~~Auryon~~Med Tech segment net sales ofincreased $24.71 million; and $11.4 million for the three and six months ended November 30, 2025 compared to the same period in the prior year, respectively. The change for both periods was primarily driven by:

•Increased Auryon sales of ~~the thrombus management platform of~~ $3.2.6 million, ~~which was driven by an increase in AngioVac~~ and ~~AlphaVac sales of~~ $35.3 million, ~~and was partially offset by a decrease in thrombolytic sales of $0.1 million~~respectively; ~~and~~

•Increased ~~NanoKnife~~sales of the thrombus management platform of $0.2 million and $3.4 million, respectively. For the three months ended November 30, 2025, this was driven by an increase in AlphaVac sales of $1.40 million and was partially offset by a decrease in AngioVac sales of $0.6 million and thrombolytic sales of $0.2 million. For the six months ended November 30, ~~which~~2025, this was driven by ~~increased~~an ~~disposable~~increase in AngioVac and AlphaVac sales of $3.7 million and was partially offset by a decrease in thrombolytic sales of $0.3 million; and

~~The~~•Increased ~~Med~~NanoKnife ~~Device segment net~~ sales ~~increased~~of $01.93 million ~~for~~and ~~the~~$2.7 ~~three months ended August 31~~million, ~~2025 compared to the same period in the prior year. The backlog~~respectively, which ~~primarily~~was ~~impacted~~driven ~~sales~~by ofincreased ~~Core~~disposable ~~products,~~and ~~was~~capital $0sales.~~4 million.~~ ~~The change in sales from the prior year was primarily driven by:~~

~~•Increased~~The ~~sales~~Med ofDevice ~~Venous,~~segment ~~Core~~net ~~and~~sales ~~Oncology~~increased ~~products of~~ $02.75 million, and $13.04 million for the three and ~~$0.2~~six ~~million,~~months ~~respectively~~ended November 30, ~~which~~2025 ~~was~~compared ~~partially~~to ~~offset~~the bysame ~~decreased~~period ~~sales~~in ofthe ~~Ports~~prior ~~and~~year, ~~Microwave~~respectively. The backlog, which primarily impacted sales of ~~$0.7~~Core ~~million~~products, ~~and~~was $0.24 million~~, respectively~~. The change for both periods was primarily driven by:

	Three Months Ended
(in thousands)	Aug 31, 2025			Aug 31, 2024			$ Change
Med Tech	$	21,922		$	17,697		$	4,225
Gross margin % of sales	62.2		%	63.3		%
Med Device	$	19,935		$	19,027		$	908
Gross margin % of sales	49.3		%	48.1		%
Total	$	41,857		$	36,724		$	5,133
Gross margin % of sales	55.3		%	54.4		%

•Increased sales of Core, Venous and Port products of $1.0 million, $0.9 million and $0.6 million, respectively, which was partially offset by decreased sales of Oncology products of $0.1 million for the three months ended November 30, 2025.

~~Gross~~•Increased ~~margin~~sales -of ~~Gross~~Core ~~margin~~and ~~consists~~Venous products of ~~net~~$1.9 ~~sales~~million ~~less~~and ~~the~~$1.5 ~~cost~~million, ~~of goods sold~~respectively, which ~~includes~~was ~~the~~partially ~~costs~~offset ofby ~~materials,~~decreased ~~products~~sales ~~purchased~~of ~~from~~Ports ~~third~~and ~~parties~~Microwave ~~and~~products ~~sold~~of by$0.1 ~~us,~~million ~~manufacturing~~and ~~personnel,~~$0.2 ~~royalties~~million, ~~freight~~respectively, ~~business~~for ~~insurance,~~the ~~depreciation~~six ofmonths ~~property~~ended ~~and equipment and other manufacturing overhead~~November 30, ~~exclusive of intangible amortization~~2025.

Total Company gross margin increased by $5.1 million for the three months ended August 31, 2025 compared to the same period in the prior year. The change from the prior year was primarily driven by:

•Sales volume, price and product mix, which positively impacted gross margin by $6.6 million;

•Benefits from product lines transitioned to third-party manufacturing, which positively impacted gross margin by $0.7 million;

•Productivity and other incentives, which positively impacted gross margin $0.3 million;

•Tariffs, which negatively impacted gross margin by $1.7 million;

•Production volume, which negatively impacted gross margin by $0.3 million; and

•Incremental depreciation on placement units of $0.6 million.

The Med Tech segment gross margin increased by $4.2 million for the three months ended August 31, 2025 compared to the same period in the prior year. The change from the prior year was primarily driven by:

•Sales volume, production volume and price, which positively impacted gross margin by $6.5 million;

•Tariffs, which negatively impacted gross margin by $0.5 million;

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Gross Margin

•Product mix and other incentives, which negatively impacted gross margin by $1.0 million; and


	Three Months Ended								Six Months Ended
(in thousands)	Nov 30, 2025			Nov 30, 2024			$ Change		Nov 30, 2025			Nov 30, 2024			$ Change
Med Tech	$	23,286		$	20,113		$	3,173	$	45,207		$	37,810		$	7,397
Gross margin % of sales	65.3		%	63.7		%			63.7		%	63.5		%

Med Device	$	21,497		$	19,793		$	1,704	$	41,433		$	38,820		$	2,613
Gross margin % of sales	49.1		%	47.9		%			49.2		%	48.0		%

Total	$	44,783		$	39,906		$	4,877	$	86,640		$	76,630		$	10,010
Gross margin % of sales	56.4		%	54.8		%			55.8		%	54.6		%

~~•Incremental~~Gross margin - Gross margin consists of net sales less the cost of goods sold, which includes the costs of materials, products purchased from third parties and sold by us, manufacturing personnel, royalties, freight, business insurance, depreciation onof ~~placement~~property ~~units~~and equipment and other manufacturing overhead, exclusive of ~~$0.7~~intangible ~~million~~amortization.

~~The~~Total ~~Med~~Company ~~Device segment~~ gross margin increased by $04.9 million and $10.0 million for the three and six months ended ~~August~~November 3130, 2025 compared to the same period in the prior year, respectively. The change ~~from~~for ~~the~~both ~~prior~~periods ~~year~~ was primarily driven by:

•~~Price~~Sales volume, price and product mix, which positively impacted gross margin by $25.4 million and $12.0 million, respectively, which includes sales to a new distributor which positively impacted gross margin by $1.5 million for both periods;

•Benefits from product lines transitioned to third-party ~~manufacturing~~manufacturers along with other incentives, which positively impacted gross margin by $01.74 million; and $2.8 million, respectively;

•~~Productivity and other incentives~~Tariffs, which ~~positively~~negatively impacted gross margin by $01.3 million and $3.0 million, respectively;

•~~Tariffs~~Inflation and other operations costs, which negatively impacted gross margin by $10.15 million and $0.9 million, respectively; and

•~~Sales~~Incremental ~~volume~~depreciation ~~and~~on ~~production~~placement ~~volume,~~units ~~which~~of ~~negatively~~$0.2 ~~impacted~~million ~~gross~~and ~~margin by~~ $10.18 million;, ~~and~~respectively.

•AThe ~~decrease~~Med inTech ~~incremental~~segment ~~depreciation~~gross onmargin ~~placement~~increased ~~units~~by of $03.2 million and $7.4 million for the three and six months ended November 30, 2025 compared to the same period in the prior year, respectively. The change for both periods was primarily driven by:

•Sales volume and price, which positively impacted gross margin by $3.6 million and $9.7 million, respectively, which includes sales to a new distributor which positively impacted gross margin by $1.0 million for both periods;

•Benefits from product lines transitioned to third-party manufacturers along with other incentives, which positively impacted gross margin by $0.4 million and $0.2 million, respectively;

•Inflation and other operations costs, which positively impacted gross margin by $0.4 million for the six months ended November 30, 2025;

•Tariffs, which negatively impacted gross margin by $0.4 million for the six months ended November 30, 2025;

•Product mix, which negatively impacted gross margin by $0.3 million and $1.3 million, respectively; and

•Incremental depreciation on placement units of $0.6 million and $1.3 million, respectively.

The Med Device segment gross margin increased by $1.7 million and $2.6 million for the three and six months ended November 30, 2025 compared to the same period in the prior year, respectively. The change for both periods was primarily driven by:

•Sales volume, price and product mix, which positively impacted gross margin by $2.2 million and $3.6 million, respectively, which includes sales to a new distributor which positively impacted gross margin by $0.5 million for both periods;

•Benefits from product lines transitioned to third-party manufacturers, which positively impacted gross margin by $1.0 million and $2.6 million, respectively;

•Tariffs, which negatively impacted gross margin by $1.4 million and $2.6 million, respectively;

•Production volume and other incentives, which negatively impacted gross margin by $0.3 million for the six months ended November 30, 2025;

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•Inflation and other operations costs, which negatively impacted gross margin by $0.4 million and $1.1 million, respectively; and

•A decrease in incremental depreciation on placement units of $0.4 million and $0.5 million, respectively.

Operating Expenses and Other Income (Expense)

	Three Months Ended								Six Months Ended
(in thousands)	~~Aug~~Nov 3130, 2025			~~Aug~~Nov 3130, 2024			$ Change		Nov 30, 2025			Nov 30, 2024			$ Change
Research and development	$	67,~~417~~768		$	6,~~285~~434		$	~~132~~1,334	$	14,185		$	12,719		$	1,466
% of sales	89.58		%	98.38		%			9.1		%	9.1		%
Selling and marketing	$	2826,~~130~~711		$	25,~~605~~589		$	21,~~525~~122	$	54,841		$	51,194		$	3,647
% of sales	3733.26		%	3735.91		%			35.3		%	36.5		%
General and administrative	$	1210,~~555~~151		$	10,~~975~~391		$	~~1,580~~(240)	$	22,706		$	21,366		$	1,340
% of sales	1612.68		%	1614.3		%			14.6		%	15.2		%

Research and development expense - R&D expense includes internal and external costs to develop new products, enhance existing products, validate new and enhanced products, and manage clinical, regulatory and medical affairs.

R&D expense increased $01.3 million and $1.5 million for the three and six months ended ~~August~~November 3130, 2025 compared to the same period in the prior year, respectively. The change ~~from~~for ~~the~~both ~~prior~~periods ~~year~~ was primarily driven by:

•~~Compensation~~The timing of certain projects and ~~benefits~~clinical ~~expenses~~spend associated with ongoing clinical trials, which increased by $0.1.4 million. for both periods; and

•Compensation and benefits expenses, which increased $0.1 million for the six months ended November 30, 2025.

Sales and marketing expense - Sales and marketing (“S&M”) expense consists primarily of salaries, commissions, travel and related business expenses, attendance at medical society meetings, product promotions and marketing activities.

S&M expense increased $21.51 million and $3.6 million for the three and six months ending ~~August~~November 3130, 2025 compared to the same period in the prior year, respectively. The change ~~from~~for ~~the~~both ~~prior~~periods ~~year~~ was primarily driven by:

•Compensation and benefits expense, which increased by $10.83 million and $2.1 million, respectively;

•Consulting and other selling expenses, which increased $0.64 million and $1.0 million, respectively; and

•Trade shows, subscriptions and other marketing expenses, which increased $0.14 million and $0.5 million, respectively.

General and administrative expense - General and administrative (“G&A”) expense includes executive management, finance, information technology, human resources, business development, legal, and the administrative and professional costs associated with those activities.

G&A expense decreased $0.2 million and increased $1.63 million for the three and six months ended ~~August~~November 3130, 2025 compared to the same period in the prior year, respectively. The change ~~from~~for ~~the~~both ~~prior~~periods ~~year~~ was primarily driven by:

•Compensation and benefits expenses, which increased $20.9 million and $3.2 million, respectively;

•Other outside consultant spend, which decreased $1.0 million and $1.34 million, respectively; and

•Depreciation and other corporate expenses, which decreased $0.42 million and $0.5 million, respectively.

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	Three Months Ended						Six Months Ended
(in thousands)	~~Aug~~Nov 3130, 2025		~~Aug~~Nov 3130, 2024		$ Change		Nov 30, 2025		Nov 30, 2024		$ Change
Amortization of intangibles	$	2,~~653~~643	$	2,~~570~~562	$	8381	$	5,296	$	5,132	$	164
Change in fair value of contingent consideration	$	—	$	76156	$	(76156)	$	—	$	232	$	(232)
Acquisition, restructuring and other items, net	$	23,~~758~~635	$	45,~~311~~868	$	(12,~~553~~233)	$	6,393	$	10,179	$	(3,786)
Other expense, net	$	(~~182~~230)	$	~~433~~246	$	(~~615~~476)	$	(412)	$	679	$	(1,091)

Amortization of intangibles - Represents the amount of amortization expense that was taken on intangibles assets held by the Company.

•Amortization expense remained consistent ~~with~~for the three and six months ended November 30, 2025 compared to the same period in the prior year.

Change in fair value of contingent consideration - Represents changes in contingent consideration driven by changes to estimated future payments on earn-out liabilities created through acquisitions and amortization of present value discounts on long-term contingent consideration.

•The change in the fair value for the three and six months ended ~~August~~November 3130, 2025 is related to the Eximo contingent consideration. The final milestone associated with the contingent consideration was reached during the third quarter of fiscal year 2025 and was paid during the fourth quarter of fiscal year 2025.

Acquisition, restructuring and other items, net - Represents costs associated with mergers and acquisitions, restructuring expenses, legal costs that are related to litigation that is not in the ordinary course of business, legal settlements and other one-time items.

Acquisition, restructuring and other items, net, decreased by $12.62 million and $3.8 million for the three and six months ended ~~August~~November 3130, 2025, compared to the same period in the prior year. The change ~~from~~for ~~the~~both ~~prior~~periods ~~year~~ was primarily driven by:

•Legal expense, related to litigation that is outside of the normal course of business, which ~~decreased~~increased $01.4 million and $1.3 million, respectively;

•Plant closure expense, related to the restructuring of our manufacturing footprint which was announced on January 5, 2024, which decreased $1.2.7 million and $4.0 million, respectively;

•~~Transaction~~Mergers ~~services~~and ~~agreements~~acquisition ~~that were entered into as a result of the divestiture of the PICCs~~expense, ~~Midline,~~which ~~dialysis~~decreased ~~and BioSentry businesses. The decrease in the fees invoiced was~~ $0.27 million; ~~and~~for both periods;

•~~Other~~Transaction ~~expenses,~~services ~~mainly~~agreements ~~severance~~that ~~associated~~were ~~with~~entered ~~organizational~~into ~~changes~~as a result of the divestiture of the PICCs, ~~which~~Midline, ~~decreased~~dialysis and BioSentry businesses. The increase in the fees invoiced was $0.2 million for the three months ended November 30, 2025. The fees invoiced remained consistent for the six months ended November 30, 2025; and

•Other expenses, mainly severance associated with organizational changes, remained consistent for the three months ended November 30, 2025 and decreased $0.3 million for the six months ended November 30, 2025.

Other expense, net - Other expenses include interest expense, foreign currency impacts and bank fees.

•The change in other expense of $0.65 million and $1.1 million for the three and six months ended ~~August~~November 3130, 2025, compared to the same period in the prior year, respectively, is primarily due to decreased interest income of $0.2 million and $0.6 million and increased interest expense of $0.2 million and $0.4 million, respectively. This was partially offset by unrealized foreign currency fluctuations of $0.1 million for both periods.

	Three Months Ended
(in thousands)	Aug 31, 2025			Aug 31, 2024
Income tax benefit	$	0.1		$	0.1
Effective tax rate including discrete items	(0.6)		%	(1.1)		%

~~Our~~Table effective tax rate including discrete items for the three months ended August 31, 2025 and August 31, 2024 was (0.6)% and (1.1)%, respectively. In fiscal year 2026, the Company’s effective tax rate differs from the U.S. statutory rate primarily due to the impact of the valuation allowance, foreign taxes, and other non-deductible permanent items (such as non-deductible meals and entertainment, Section 162(m) excess compensation and non-deductible stock-based compensation). Content

Income Tax Benefit


	Three Months Ended						Six Months Ended
(in thousands)	Nov 30, 2025			Nov 30, 2024			Nov 30, 2025			Nov 30, 2024
Income tax expense (benefit)	$	(5)		$	(110)		$	60		$	23
Effective tax rate including discrete items	0.1		%	1.0		%	(0.3)		%	(0.1)		%

Our effective tax rate including discrete items for the three months ended November 30, 2025 and November 30, 2024 was 0.1% and 1.0%, respectively. Our effective tax rate including discrete items for the six months ended November 30, 2025 and November 30, 2024 was (0.3)% and (0.1)%, respectively. In fiscal year 2026, the Company’s effective tax rate differs from the U.S. statutory rate primarily due to the impact of the valuation allowance, foreign taxes, and other non-deductible permanent items (such as non-deductible meals and entertainment, Section 162(m) excess compensation and non-deductible stock-based compensation).

Liquidity and Capital Resources

We regularly review our liquidity and anticipated capital requirements and we believe that our current cash on hand provides sufficient liquidity to meet our anticipated needs for capital for at least the next 12 months.

Our cash and cash equivalents totaled $3841.86 million as of ~~August~~November 3130, 2025, compared with $55.9 million as of May 31, 2025. As of ~~August~~November 3130, 2025 and May 31, 2025 the Company did not have any outstanding debt.

The table below summarizes our cash flows:


	Six Months Ended
(in thousands)	Nov 30, 2025		Nov 30, 2024
Cash provided by (used in):
Operating activities	$	(11,253)	$	(15,780)
Investing activities	(3,172)		(4,366)
Financing activities	51		(1,632)
Effect of exchange rate changes on cash and cash equivalents	119		(189)
Net change in cash and cash equivalents	$	(14,255)	$	(21,967)

~~Table~~During the six months ended November 30, 2025 and 2024, cash flows consisted of ~~Content~~the following:

	Three Months Ended
(in thousands)	Aug 31, 2025		Aug 31, 2024
Cash provided by (used in):
Operating activities	$	(15,914)	$	(18,253)
Investing activities	(1,551)		(2,405)
Financing activities	143		(509)
Effect of exchange rate changes on cash and cash equivalents	191		116
Net change in cash and cash equivalents	$	(17,131)	$	(21,051)

During the quarters ended August 31, 2025 and 2024, cash flows consisted of the following:

Cash used in operating activities

~~Three~~Six months ended ~~August~~November 3130, 2025 and 2024:

•Net loss of $1017.93 million and $1223.85 million, respectively, plus the non-cash items, primarily driven by depreciation and amortization and stock based compensation, along with the changes in working capital below, contributed to cash used in operations of $1511.93 million and $1815.38 million, respectively, for these periods.

•For the period ended ~~August~~November 3130, 2025, working capital was unfavorably impacted by decreased accounts payable, accrued liabilities and other liabilities of $~~10.~~7.5 million, along with increased accounts receivable, inventory and prepaid expenses of $01.24 million, ~~and~~ $53.5 million, ~~respectively. This~~and ~~was partially offset by decreased accounts receivable of~~ $02.13 million, respectively.

•For the period ended ~~August~~November 3130, 2024, working capital was unfavorably impacted by decreased accounts payable, accrued liabilities and other liabilities of $157.05 million, along with increased inventory and prepaid expenses of $45.13 million and $0.81 million, respectively. This was partially offset by decreased accounts receivable of $30.81 million.

Cash used in investing activities

~~Three~~Six months ended ~~August~~November 3130, 2025 and 2024:

•$01.72 million and $1.19 million, respectively, of cash was used for fixed asset additions; and

•$02.80 million and $12.35 million, respectively, of cash was used for Auryon placement and evaluation unit additions.

Cash provided by (used in) financing activities

~~Three~~Six months ended ~~August~~November 3130, 2025 and 2024:

•$0.12 million of principal payments on the financing arrangements induring ~~the first quarter of~~ fiscal year 2026;

~~•$0.2 million of proceeds from stock option and ESPP activity in the first quarter of fiscal year 2026; and~~27

~~•$0.6~~Table ~~million~~ of ~~cash was used for the repurchase of commons shares in the first quarter of fiscal year 2025.~~Content

•$0.2 million of proceeds from stock option and ESPP activity during fiscal year 2026; and

•$1.7 million of cash was used for the repurchase of commons shares in the first quarter of fiscal year 2025.

We believe that our current cash balance, together with cash generated from operations and the Revolving Facility will provide sufficient liquidity to meet our anticipated needs for capital for at least the next 12 months. If we seek to make acquisitions of other businesses or technologies in the future for cash, we may require external financing.

New Accounting Pronouncements

Information regarding new accounting pronouncements is included in Note 16 to our consolidated financial statements in this Quarterly Report on Form 10-Q.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Foreign Currency Exchange Rate Risk

We are exposed to market risk from changes in currency exchange rates and investments that could impact our results of operations and financial position.

We transact sales in currencies other than the U.S. Dollar, particularly the Euro, British Pound and Canadian Dollar. For the ~~three~~six months ended ~~August~~November 3130, 2025, approximately 34.26% of our sales were denominated in foreign currencies. We do not have expenses denominated in foreign currencies at the level of our sales and as a result, our profitability is exposed to currency fluctuations. When the U.S. Dollar strengthens, our sales and gross margin will be negatively impacted. In addition, we have assets and liabilities denominated in non-functional currencies which are remeasured at each reporting period, with the offset to changes presented as a component of Other (Expenses) Income. Significant non-functional balances include accounts receivable due from a sub-section of our international customers.

Interest Rate Risk

The risk associated with fluctuating interest rates is primarily limited to indebtedness. As of ~~August~~November 3130, 2025, the Company did not have any outstanding debt (see Note 6, "Long-Term Debt" set forth in the Notes in the consolidated financial statements included in this Annual Report on Form 10-K).

The Credit Agreement provides for a $25.0 million secured revolving credit facility. Interest on the Revolving Facility will be based, at the Company's option, on a rate equal to (i) the Secured Overnight Financing Rate ("SOFR") plus 0.1% (subject to a floor of 0%) ("Adjusted Term SOFR"), or (ii) the alternate base rate (subject to a floor of 0%) ("ABR"), and in each case with a margin for Adjusted Term SOFR loans of 2.0% and for ABR loans of 1.0%. The Revolving Facility will also carry a commitment fee of 0.2% per annum. As of ~~August~~November 3130, 2025 there were no amounts outstanding on the Revolving Facility.

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist primarily of cash and cash equivalents and trade accounts receivable.

The Company maintains cash and cash equivalents at various institutions and performs periodic evaluations of the relative credit standings of these financial institutions to ensure their credit worthiness.

Concentration of credit risk with respect to trade accounts receivable is limited due to the large number of customers that purchase products from the Company. No single customer represents more than 10% of total sales. The Company monitors the creditworthiness of its customers. As the Company’s standard payment terms are 30 to 90 days from invoicing, the Company does not provide any significant financing to its customers. Although the Company does not currently foresee a significant credit risk associated with the outstanding accounts receivable, repayment is dependent upon the financial stability of our customers.

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Item 4. Controls and Procedures.

Evaluation of disclosure controls and procedures

As of the end of the period covered by this report, our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective to provide reasonable assurance that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting for the fiscal quarter ended ~~August~~November 3130, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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AngioDynamics, Inc. and Subsidiaries

PART II: OTHER INFORMATION

Item 1. Legal Proceedings.

See Note 14 "Commitments and Contingencies" set forth in the notes to our consolidated financial statements included in Part I, Item I of this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors.

In addition to information set forth in this report, you should carefully consider the factors discussed in “Part I, Item 1A. Risk Factors” of our annual report on Form 10-K for our fiscal year ended May 31, 2025 which set forth information relating to important risks and uncertainties that could materially adversely affect our business, financial condition or operating results. You should review and consider such Risk Factors in making any investment decision with respect to our securities. An investment in our securities continues to involve a high degree of risk. There have been no material changes to the risk factors previously disclosed in our annual report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

The following table provides information with respect to the shares of the Company’s common stock repurchased during the three months ended November 30, 2025:

	Issuer Purchases of Equity Securities
	TotalNumber ofSharesPurchased (1)	AveragePrice Paidper Share		TotalNumber ofSharesPurchasedas Part ofPubliclyAnnouncedPrograms (2)	MaximumApproximateDollar Valueof Sharesthat May YetBePurchasedUnder Plansor Programs (2)
June 1, 2025 - June 30, 2025	1,400	$	10.47	—	$	—
September 1, 2025 - September 30, 2025	—	$	10.76	—	$	—
July 1, 2025 - July 31, 2025	53,006	$	9.15	—	$	—
October 1, 2025 - October 31, 2025	—	$	11.67	—	$	—
August 1, 2025 - August 31, 2025	—	$	9.06	—	$	—
November 1, 2025 - November 30, 2025	—	$	12.10	—	$	—
Total	~~54,406~~—	$	~~9.19~~—	—	—

(1)These shares were purchased from employees to satisfy tax withholding requirements on the vesting of restricted shares/units from equity-based awards.

(2)The Repurchase Program that was approved by the Board of Directors and announced on July 16, 2024 permits the Company to repurchase up to $15.0 million of its outstanding common stock. The timing and amount of any share repurchases under the authorization will be determined by management within certain parameters and based on market conditions and other considerations.

Item 3. Defaults on Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

Insider Trading Arrangements

During the quarter ended ~~August 31~~November 30, 2025, none of our directors or officers (as defined in Section 16 of the Securities Exchange Act of 1934, as amended) or the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" (each as defined in Item 408(a) and (c), respectively, of Regulation S-K).

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Item 6

EXHIBIT INDEX

Incorporated by Reference

No.

Description

Form

Exhibit

Filing Date

31.1

Certification pursuant to Rule 13a-14(a) or 15d-14 under the Securities Exchange Act of 1934

31.2

Certification pursuant to Rule 13a-14(a) or 15d-14 under the Securities Exchange Act of 1934

32.1

Certification of Chief Executive Officer pursuant to Title 18, United States Code, Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

Certification of Chief Financial Officer pursuant to Title 18, United States Code, Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document

101.SCH

XBRL Schema Document

101.CAL

XBRL Calculation Linkbase Documents

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Labels Linkbase Documents

101.PRE

XBRL Presentation Linkbase Documents

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101

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SIGNATURES

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 thereunto duly authorized.

ANGIODYNAMICS, INC.

(Registrant)

Date:

~~October~~January 26, ~~2025~~2026

/ S / JAMES C. CLEMMER

James C. Clemmer, President,Chief Executive Officer(Principal Executive Officer)

Date:

~~October~~January 26, ~~2025~~2026

/ S / STEPHEN A. TROWBRIDGE

Stephen A. Trowbridge, Executive Vice President,Chief Financial Officer(Principal Financial and Accounting Officer)

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Filing Compare · ANGIODYNAMICS INC