Cooper Companies (The) · 10-Q · Item 2 MD&A

Item 2. Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Note numbers refer to “Notes to Consolidated Condensed Financial Statements” in Item 1. Unaudited Financial Statements.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. These include statements relating to plans, prospects, goals, strategies, future actions, events or performance and other statements which are other than statements of historical fact, including: statements regarding the expected impact of global macroeconomic conditions, and statements regarding acquisitions (including the acquired companies' financial position, market position, product development and business strategy, expected cost synergies, expected timing and benefits of the transaction, difficulties in integrating entities or operations, as well as estimates of our and the acquired entities' future expenses, sales and earnings per share) that are forward-looking.

In addition, all statements regarding anticipated growth in our net sales, anticipated effects of any product recalls, anticipated market conditions, planned product launches, restructuring or business transition expectations, regulatory plans, and expected results of operations and integration of any acquisition are forward-looking. To identify these statements, look for words like “believes,” “outlook,” “probable,” “expects,” “may,” “will,” “should,” “could,” “seeks,” “intends,” “plans,” “estimates” or “anticipates” and similar words or phrases. Forward-looking statements necessarily depend on assumptions, data or methods that may be incorrect or imprecise and are subject to risks and uncertainties. Among the factors that could cause our actual results and future actions to differ materially from those described in forward-looking statements are:

•Adverse changes in the global or regional general business, political and economic conditions, including the impact of continuing uncertainty and instability of certain countries, man-made or natural disasters and pandemic conditions, that could adversely affect our global markets, and the potential adverse economic impact and related uncertainty caused by these items.

•The impact of international conflicts, including the ongoing conflict in the Middle East, and the global response to international conflicts on the global and local economy, financial markets, energy markets, currency rates and our ability to supply product to, or through, or around, affected countries.

•Our substantial and expanding international operations and the challenges of managing an organization spread throughout multiple countries and complying with a variety of legal, compliance and regulatory requirements.

•T1The actual imposition or threats of tariffs, customs duties and fees by the U.S. government and other nations in response and other retaliatory actions, such as trade protection measures, import or export licensing requirements, new or different customs duties, trade embargoes and sanctions and other trade barriers, as well as the impact of the Company’s efforts to mitigate the effects of such tariffs or similar measures.

•Foreign currency exchange rate and interest rate fluctuations including the risk of fluctuations in the value of foreign currencies or interest rates that would decrease our net sales and earnings.

•Our existing and future variable rate indebtedness and associated interest expense is impacted by rate increases, which could adversely affect our financial health or limit our ability to borrow additional funds.

•Changes in tax laws, examinations by tax authorities, and changes in our geographic composition of income.

•Acquisition-related adverse effects including the failure to successfully achieve the anticipated net sales, margins and earnings benefits of acquisitions, integration delays or costs and the requirement to record significant adjustments to the preliminary fair value of assets acquired and liabilities assumed within the measurement period, required regulatory approvals for an acquisition not being obtained or being delayed or subject to conditions that are not anticipated, adverse impacts of changes to accounting controls and reporting procedures, contingent liabilities or indemnification obligations, increased leverage and lack of access to available financing (including financing for the acquisition or refinancing of debt owed by us on a timely basis and on reasonable terms).

•Compliance costs and potential liability in connection with U.S. and foreign laws and health care regulations pertaining to privacy and security of personal information, such as the Health Insurance Portability and Accountability Act of 1996 and the California Consumer Privacy Act in the U.S. and the General Data Protection Regulation requirements in Europe, including but not limited to those resulting from data security breaches.

•A major disruption in the operations of our manufacturing, accounting and financial reporting, research and development, distribution facilities or raw material supply chain due to challenges associated with integration of acquisitions, man-made or natural disasters, pandemic conditions, cybersecurity incidents or other causes.

•A major disruption in the operations of our manufacturing, accounting and financial reporting, research and development or distribution facilities due to the failure to perform by third-party vendors, including cloud computing providers or other technological problems, including any related to our information systems maintenance, enhancements or new system deployments, integrations or upgrades.

•A successful cybersecurity attack which could interrupt or disrupt our information technology systems, or those of our third-party service providers, or cause the loss of confidential or protected data.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis of Financial Condition

and Results of Operations

•Market consolidation of large customers globally through mergers or acquisitions resulting in a larger proportion or concentration of our business being derived from fewer customers.

•Disruptions in supplies of raw materials, particularly components used to manufacture our silicone hydrogel lenses.

•New U.S. and foreign government laws and regulations, and changes in existing laws, regulations and enforcement guidance, which affect areas of our operations including, but not limited to, those affecting the health care industry, including the contact lens industry specifically and the medical device or pharmaceutical industries generally, including but not limited to the EU Medical Devices Regulation (MDR) and the EU In Vitro Diagnostic Medical Devices Regulation.

•Legal costs, insurance expenses, settlement costs and the risk of an adverse decision, prohibitive injunction or settlement related to product liability, patent infringement, contractual disputes, or other litigation.

•Limitations on sales following product introductions due to poor market acceptance.

•New competitors, product innovations or technologies, including but not limited to, technological advances by competitors, new products and patents attained by competitors, and competitors' expansion through acquisitions.

•Reduced sales, loss of customers, reputational harm and costs and expenses, including from claims and litigation related to product recalls and warning letters.

•Failure to receive, or delays in receiving, regulatory approvals or certifications for products.

•Failure of our customers and end users to obtain adequate coverage and reimbursement from third-party payers for our products and services.

•The requirement to provide for a significant liability or to write off, or accelerate depreciation on, a significant asset, including goodwill, other intangible assets and idle manufacturing facilities and equipment.

•The success of our research and development activities and other start-up projects.

•Dilution to earnings per share from acquisitions or issuing stock.

•Impact and costs incurred from changes in accounting standards and policies.

•Risks related to environmental laws and requirements applicable to our facilities, products or manufacturing processes, including evolving regulations regarding the use of hazardous substances or chemicals in our products.

•Risks related to environmental, social and corporate governance issues, including those related to regulatory and disclosure requirements, climate change and sustainability.

•Other events described in our United States Securities and Exchange Commission filings, including the “Business” and “Risk Factors” sections in our Annual Report on Form 10-K for the fiscal year ended October 31, 2025, as such Risk Factors may be updated in quarterly filings including updates made in this filing.

We caution investors that forward-looking statements reflect our analysis only on their stated date. We disclaim any obligation to update or revise them except as required by law.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Results of Operations

In this section, we discuss the results of our operations for the third quarter of fiscal 2026 ended July 31, 2026, compared with the same period of fiscal 2025. We discuss our cash flows and current financial condition under “Capital Resources and Liquidity.” Within the tables presented, percentages are calculated based on the underlying whole-dollar amounts and, therefore, may not recalculate exactly from the rounded numbers used for disclosure purposes.

Outlook

We are optimistic about the long-term prospects for the worldwide contact lens and general health care markets, and the resilience of and growth prospects for our businesses and products. However, we face significant risks and uncertainties in our global operating environment as further described in the Part II, Item 1A "Risk Factors" herein. These risks include uncertain global and regional business, political and economic conditions, including but not limited to those associated with man-made or natural disasters, pandemic conditions, inflation, foreign exchange rate fluctuations, regulatory developments, supply chain disruptions, and escalating global trade barriers and disruptions, such as the impact of tariffs. These risks and uncertainties have adversely affected our sales, cash flow and performance in the past and could further adversely affect our future sales, cash flow and performance.

CooperVision - We compete in the worldwide contact lens market with our spherical, toric, multifocal and toric multifocal contact lenses offered in materials like silicone hydrogel Aquaform technology. We believe that there will be lower contact lens wearer dropout rates as technology improves and enhances the wearing experience through a combination of improved designs and materials and the growth of preferred modalities such as single-use and monthly wearing options. CooperVision also competes in the myopia management and specialty eye care contact lens markets with myopia management contact lenses using its ActivControl technology and with products such as orthokeratology (ortho-k) and scleral lenses. CooperVision has U.S. Food and Drug Administration (FDA) approval for its MiSight 1 day lens, which is the first and only FDA-approved product indicated to slow the progression of myopia in children with treatment initiated between the ages of 8-12.

Further, CooperVision received Chinese National Medical Products Administration approval for use of the MiSight 1 day lens in China and received Japanese Ministry of Health, Labour and Welfare approval for use of the MiSight 1 day lens in Japan. CooperVision is focused on greater worldwide market penetration using recently introduced products, and we continue to expand our presence in existing and emerging markets, including through acquisitions.

Our ability to compete successfully with a full range of silicone hydrogel products is an important factor to achieving our desired future levels of sales growth and profitability. CooperVision manufactures and markets a wide variety of silicone hydrogel contact lenses. Our single-use silicone hydrogel product franchises, clariti, MyDay and MyDay Energys remain a focus as we expect increasing demand for these products, as well as future single-use products, as the global contact lens market continues to shift to this modality. Outside of single-use, the Biofinity and Avaira Vitality product families comprise our focus in the FRP, or frequent replacement product, market which encompasses the monthly and two-week modalities. Included in this segment are unique products such as Biofinity Energys, which helps individuals with digital eye fatigue.

CooperSurgical - Our CooperSurgical business competes in the fertility and women's health care market through its diversified portfolio of products and services, including fertility products and services, medical devices, cryostorage (such as cord blood and cord tissue storage) and contraception. CooperSurgical has established its market presence and distribution system by developing products and acquiring companies, products and services that complement its business model.

Competitive factors in the segments in which CooperSurgical competes include technological and scientific advances, product quality and availability, price and customer service (including response time and effective communication of product information to physicians, consumers, fertility clinics and hospitals).

We protect our products through patents and trademark registrations, both in the United States and in international markets. We monitor competitive products trademark use worldwide and, when determined appropriate, we have enforced and plan to continue to enforce and defend our patent and trademark rights. We also rely upon trade secrets, licenses, technical know-how and continuing technological innovation to develop and maintain our competitive position.

CooperVision, CooperSurgical, and other trade names, trademarks or service marks of the Company and its subsidiaries appearing in this report are the property of the Company and its subsidiaries. Trade names, trademarks and service marks of the other companies appearing in this report are the property of their respective holders.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Net Sales

The contact lens market has two major product categories:

•Toric and multifocal lenses including lenses that, in addition to correcting near- and farsightedness, address more complex visual defects such as astigmatism and presbyopia by adding optical properties of cylinder and axis, which correct for irregularities in the shape of the cornea; and

•Spherical lenses, including lenses that correct near- and farsightedness uncomplicated by more complex visual defects, myopia management lenses, which slow the progression of and correct myopia in age-appropriate children, and other specialty lenses.

CooperVision Net Sales by Category

Three Months Ended July 31,

% Change

($ in millions)

Toric and multifocal

$

$

1

%

Sphere, other

(2)

%

$

$

—

%

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Nine Months Ended July 31,

% Change

($ in millions)

Toric and multifocal

$

$

7

%

Sphere, other

3

%

$

$

5

%

T2In the three months ended July 31, 2026, net sales across all categories were negatively impacted by unfavorable foreign exchange rate fluctuations of approximately $2.8 million, while in the three months ended July 31, 2025, net sales across all categories were positively impacted by favorable foreign exchange rate fluctuations of approximately $26.8 million.

•Toric and multifocal grew primarily through the success of MyDay, partially offset by lower sales of legacy hydrogel products.

•Sphere, other decreased primarily due to lower sales of legacy hydrogel products.

•"Other" products represented less than 1% of net sales in the three months ended July 31, 2026 and 2025.

In the nine months ended July 31, 2026 and July 31, 2025, the growth experienced across all categories was positively impacted by favorable foreign exchange rate fluctuations of approximately $53.7 million and $4.4 million, respectively.

•Toric and multifocal grew primarily through the success of Biofinity and MyDay.

•Sphere, other grew primarily through MiSight and MyDay.

•"Other" products represented less than 1% of net sales in the nine months ended July 31, 2026 and 2025.

CooperVision Net Sales by Geography

CooperVision competes in the worldwide soft contact lens market and services in three primary regions: the Americas, EMEA (Europe, Middle East and Africa) and Asia Pacific.

Periods Ended July 31,

Three Months

Nine Months

($ in millions)

% Change

% Change

Americas

$

$

(2)

%

$

$

4

%

EMEA

6

%

%

Asia Pacific

%

(7)

%

$

$

—

%

$

$

5

%

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis of Financial Condition

and Results of Operations

In the three months ended July 31, 2026, CooperVision's net sales in the Americas declined due to reductions in U.S. channel inventory. In the nine months ended July 31, 2026, net sales in the Americas increased, primarily attributable to market gains of silicone hydrogel contact lenses. In EMEA, net sales growth for both the three- and nine-month periods was primarily driven by market gains of silicone hydrogel contact lenses and favorable foreign exchange rate fluctuations. In Asia Pacific, net sales declined for both the three- and nine-month periods, primarily due to softness in Japan and China. Refer to CooperVision Net Sales by Category above for further discussion.

CooperSurgical Net Sales

CooperSurgical supplies the fertility and women's health care market with a diversified portfolio of products and services in two categories:

•Office and surgical offerings include products that facilitate surgical and non-surgical procedures that are commonly performed primarily by obstetricians and gynecologists in hospitals, surgical centers, and medical offices. This includes medical devices, cryostorage (such as cord blood and cord tissue storage), and contraception.

•Fertility offerings include highly specialized products and services that target the in vitro fertilization process, including diagnostics testing with a goal to make fertility treatment safer, more efficient and convenient. This includes fertility consumables and equipment, donor gamete services, and genomic services (including genetic testing).

CooperSurgical Net Sales by Category

Three Months Ended July 31,

% Change

($ in millions)

Office and surgical

$

$

2

%

Fertility

3

%

$

$

2

%

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Nine Months Ended July 31,

% Change

($ in millions)

Office and surgical

$

$

2

%

Fertility

7

%

$

$

4

%

In the three months ended July 31, 2026, office and surgical net sales increased primarily due to increased sales of surgical products. T3Fertility net sales increased primarily due to an increase in revenue from genetic testing, partially offset by a decrease in equipment sales.

In the nine months ended July 31, 2026, office and surgical net sales increased primarily due to increased sales of surgical products. Fertility net sales increased primarily due to an increase in revenue from consumable products and genetic testing.

Gross Margin

Consolidated gross margin increased in the three and nine months ended July 31, 2026 to 67% and 68%, respectively, compared to 65% and 67% in the three and nine months ended July 31, 2025, respectively, primarily driven by inventory write-offs related to a product line exit in fiscal 2025.

Selling, General and Administrative Expense

Three Months Ended July 31,

% Change

($ in millions)

% Net Sales

% Net Sales

CooperVision

$

%

$

%

(1)

%

CooperSurgical

%

%

%

Corporate

—

—

8

%

$

%

$

%

(5)

%

Nine Months Ended July 31,

% Change

($ in millions)

% Net Sales

% Net Sales

CooperVision

$

%

$

%

3

%

CooperSurgical

%

%

%

Corporate

—

—

—

%

$

%

$

%

%

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis of Financial Condition

and Results of Operations

T4CooperVision's SGA expense decreased in the three months ended July 31, 2026, compared to the three months ended July 31, 2025, primarily due to a reduction in headcount.

CooperVision's SGA expense increased in the nine months ended July 31, 2026, compared to the nine months ended July 31, 2025, primarily due to increased selling activities.

CooperSurgical's SGA expense decreased in the three months ended July 31, 2026, compared to the three months ended July 31, 2025, primarily due to a reduction in headcount in fiscal 2026 and long-lived asset write-offs related to a product line exit in fiscal 2025.

CooperSurgical's SGA expense increased in the nine months ended July 31, 2026, compared to the nine months ended July 31, 2025, primarily due to the $272.0 million litigation expense, net of insurance recoveries, partially offset by a reduction in headcount. Refer to Note 9. Contingencies and Commitments for additional information.

Corporate SGA expense increased in the three and nine months ended July 31, 2026, compared to the three and nine months ended July 31, 2025, primarily due to strategic review costs, partially offset by a reduction in headcount.

Research and Development (R&D) Expense

Three Months Ended July 31,

% Change

($ in millions)

% Net Sales

% Net Sales

CooperVision

$

3

%

$

3

%

(8)

%

CooperSurgical

6

%

6

%

(5)

%

$

4

%

$

4

%

(7)

%

Nine Months Ended July 31,

% Change

($ in millions)

% Net Sales

% Net Sales

CooperVision

$

3

%

$

4

%

(8)

%

CooperSurgical

6

%

6

%

5

%

$

4

%

$

4

%

(2)

%

CooperVision's R&D expense decreased in the three and nine months ended July 31, 2026, compared to the three and nine months ended July 31, 2025, primarily due to a decrease in R&D project spend. CooperVision's R&D projects are primarily focused on the development of contact lenses, manufacturing technology, and process enhancements.

CooperSurgical's R&D expense decreased in the three months ended July 31, 2026, compared to the three months ended July 31, 2025, primarily due to a reduction in headcount.

CooperSurgical's R&D expense increased in the nine months ended July 31, 2026, compared to the nine months ended July 31, 2025, primarily due to an increase in R&D project spend and pharmacovigilance related fees, partially offset by a reduction in headcount. CooperSurgical's R&D projects are primarily focused on the development of surgical devices and fertility solutions, manufacturing technology, and process enhancements.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Amortization of Intangibles

Three Months Ended July 31,

% Change

($ in millions)

% Net Sales

% Net Sales

CooperVision

$

1

%

$

1

%

%

CooperSurgical

%

%

(5)

%

$

4

%

$

5

%

(6)

%

Nine Months Ended July 31,

% Change

($ in millions)

% Net Sales

% Net Sales

CooperVision

$

1

%

$

1

%

%

CooperSurgical

%

%

(3)

%

$

4

%

$

5

%

(5)

%

CooperVision's amortization expense decreased in the three and nine months ended July 31, 2026, compared to the three and nine months ended July 31, 2025, primarily due to certain intangible assets being fully amortized.

CooperSurgical's amortization expense decreased in the three and nine months ended July 31, 2026, compared to the three and nine months ended July 31, 2025, primarily due to certain intangible assets being fully amortized and the write-off of an intangible asset in fiscal 2025.

Operating Income

Three Months Ended July 31,

% Change

($ in millions)

% Net Sales

% Net Sales

CooperVision

$

%

$

%

1

%

CooperSurgical

%

(1)

%

NM

Corporate

—

—

8

%

$

%

$

%

%

Nine Months Ended July 31,

% Change

($ in millions)

% Net Sales

% Net Sales

CooperVision

$

%

$

%

%

CooperSurgical

%

4

%

NM

Corporate

—

—

—

%

$

%

$

%

%

"NM" denotes that the percentage change is not meaningful.

CooperVision's operating income increased in the three and nine months ended July 31, 2026, compared to the three and nine months ended July 31, 2025. The increase in the three-month period was primarily due to lower operating expenses, which more than offset the impact of lower net sales. The increase in the nine-month period was primarily due to the increase in net sales outpacing the increase in operating expenses.

CooperSurgical reported operating income in the three months ended July 31, 2026, compared to the operating loss in the three months ended July 31, 2025, primarily due to inventory and long-lived asset write-offs related to a product line exit in fiscal 2025.

CooperSurgical reported operating loss in the nine months ended July 31, 2026, compared to the operating income in the nine months ended July 31, 2025, primarily due to increased SGA expense related to the $272.0 million litigation expense, net of insurance recoveries, partially offset by net sales growth and a reduction in headcount. Refer to Note 9. Contingencies and Commitments for additional information.

Corporate operating loss increased in the three and nine months ended July 31, 2026, compared to the three and nine months ended July 31, 2025, primarily due to strategic review costs, partially offset by a reduction in headcount.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Interest Expense

Three Months Ended July 31,

% Change

($ in millions)

% Net Sales

% Net Sales

Interest expense

$

2

%

$

2

%

%

Nine Months Ended July 31,

% Change

($ in millions)

% Net Sales

% Net Sales

Interest expense

$

2

%

$

2

%

%

Interest expense decreased during the three and nine months ended July 31, 2026, compared to the three and nine months ended July 31, 2025, due to lower interest rates and lower average debt balances.

Other (Income) Expense, Net

Periods Ended July 31,

Three Months

Nine Months

($ in millions)

Foreign exchange loss

$

$

$

$

Other (income) expense, net

$

$

$

$

Foreign exchange loss for the three and nine months ended July 31, 2026 and July 31, 2025, was primarily due to movements of U.S. dollar against various foreign currencies and the effect on intercompany receivables and payables.

Other income increased in the three months ended July 31, 2026 compared to the three months ended July 31, 2025, primarily due to interest received on tariff and tax refunds.

Other (income) expense, net changed from expense in the nine months ended July 31, 2025 to income in the nine months ended July 31, 2026, primarily due to a $15.7 million loss on the disposal of a minority interest investment in fiscal 2025.

Provision for Income Taxes

The effective tax rates for the three months ended July 31, 2026, and July 31, 2025, were (114.5)% and 35.3%, respectively. The decrease was primarily due to changes in unrecognized tax benefits discussed below. The effective tax rates for the nine months ended July 31, 2026, and July 31, 2025, were (40.5)% and 35.4%, respectively. The decrease was primarily due to changes in unrecognized tax benefits and the discrete tax impact of the litigation accrual, discussed below, partially offset by changes in the geographical composition of pre-tax earnings.

In November 2020, the Company completed an intra-group transfer of certain intellectual property and related assets of CooperVision business to a UK subsidiary as part of a group restructuring to establish headquarters operations in the UK. The transfer resulted in a step-up of the UK tax-deductible basis in intellectual property and goodwill, creating a temporary difference between the book basis and tax basis of these assets. Determining fair value involved significant judgment related to future revenue growth, operating margins, and discount rates. As a result, the Company recorded a deferred tax asset of approximately $2.0 billion with a corresponding income tax benefit, net of a $307.2 million reserve for an uncertain tax position.

In June 2026, the related tax authority examination was completed favorably with the tax authority agreeing to the Company’s valuation. T5Accordingly, during the three and nine months ended July 31, 2026, the Company recognized a discrete income tax benefit of $307.2 million related to the release of the previously recorded uncertain tax position.

During the nine months ended July 31, 2026, the Company recorded $272.0 million litigation expense, net of insurance recoveries, as described in Note 9. Contingencies and Commitments. As a result, the Company recognized a $40.9 million discrete income tax benefit, net of indirect tax effects, primarily driven by a reduction in U.S. taxable income.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Capital Resources and Liquidity

Working capital as of July 31, 2026 and October 31, 2025 was $414.9 million and $993.6 million, respectively. The decrease in working capital was primarily due to an increase in short-term debt.

Cash Flow

Nine Months Ended July 31,

($ in millions)

Operating activities

$

$

Investing activities

Financing activities

Effect of exchange rate changes on cash, cash equivalents, restricted cash

Net increase in cash, cash equivalents, and restricted cash

$

$

Operating Cash Flow

Cash provided by operating activities in the first nine months of fiscal 2026 increased compared to the first nine months of fiscal 2025, primarily due to increased cash inflows from net income after adjusting for the non-cash discrete income tax benefit and accrual for litigation liability. Refer to Note 5. Income Taxes and Note 9. Contingencies and Commitments for additional information.

Investing Cash Flow

Cash used in investing activities in the first nine months of fiscal 2026 decreased compared to the first nine months of fiscal 2025, primarily due to reductions in purchases of property, plant and equipment and spending on equity investments.

Financing Cash Flow

Cash used in financing activities in the first nine months of fiscal 2026 increased compared to the first nine months of fiscal 2025, primarily due to an increase in repurchase of common stock, partially offset by higher net borrowings on the revolving credit facility.

The following is a summary of the maximum commitments and the net amounts available to us under different credit facilities as of July 31, 2026:

($ in millions)

Facility Limit

Outstanding Borrowings

Outstanding Letters of Credit

Total Amount Available

Maturity Date

Revolving Credit:

$

$

$

$

Term loan:

n/a

—

n/a

—

Total

$

$

$

$

As of July 31, 2026, the Company was in compliance with all debt covenants. On May 1, 2024, the Company entered into a Revolving Credit Agreement (the 2024 Credit Agreement). The Company drew on the 2024 Credit Agreement to fully repay borrowings outstanding under the 2020 Term Loan Facility and 2020 Revolving Credit Facility and terminated the 2020 Credit Agreement. On February 3, 2026, the Company entered into Amendment No. 3 to the 2021 Credit Agreement. The amendment modifies the 2021 Credit Agreement by, among other things, extending the maturity date of $950.0 million of term loans to February 3, 2031, with the remaining $550.0 million of term loans retaining their original maturity date. See Note 4. Financing Arrangements of the Consolidated Condensed Financial Statements for further information.

We have re-evaluated our operating cash flows and cash requirements and T6continue to believe that current cash, cash equivalents, future cash flow from operating activities and available borrowing capacity under our credit facilities will be sufficient to meet our anticipated cash needs, including working capital needs, capital expenditures and contractual obligations for the next 12 months and beyond. To the extent additional funds are necessary to meet our liquidity needs in the next 12 months or beyond, including for acquisitions, share repurchases or other activities as we execute our business strategy, we anticipate that such funds could be

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis of Financial Condition

and Results of Operations

obtained through the refinancing of existing indebtedness, the incurrence of additional indebtedness, or a combination of these potential sources of funds.

Share Repurchase

In September 2025, the authorization under the 2012 Share Repurchase Program was increased to $2.0 billion by the Company's Board of Directors. As of July 31, 2026, $521.7 million remains authorized for repurchase.

T7In September 2026, the Company's Board of Directors approved an increase of $1.0 billion under the Company's 2012 Share Repurchase Program, increasing the total authorization to $3.0 billion. As of the date of approval, approximately $1.5 billion remains authorized for repurchase.

During the three and nine months ended July 31, 2026, the Company repurchased 4.9 million and 6.2 million shares of its common stock for $339.1 million and $444.7 million, at a weighted average price of $69.16 and $71.69 per share, respectively. During the three and nine months ended July 31, 2025, the Company repurchased 0.7 million and 1.2 million shares of its common stock for $52.2 million and $92.8 million, at a weighted average price of $71.97 and $73.51 per share, respectively.

Contingencies

On March 2, 2026, the U.K. FTT issued a decision that largely supports HMRC in the Company's dispute regarding payroll tax matters arising from the acquisition of the Sauflon Group in 2014.

The Company believes the FTT’s decision was incorrect and is in the process of appealing the FTT’s decision. Depending on the results of the appeal, the Company could prevail on some or all of the issues in dispute, which could result in an obligation to pay a portion or all of the assessed amounts, with an estimated loss ranging from £0 to £71.7 million, plus accrued interest.

In December 2023, CooperSurgical initiated a voluntary recall of three specific lots of CooperSurgical’s LifeGlobalTM global® embryo culture media that it had produced. Subsequently, claims and lawsuits in various U.S. and international jurisdictions were brought by individuals who generally allege that they suffered damages associated with the use of the recalled product, including claims of embryo loss or reduced embryo viability.

Between December 2023 and mid-March 2026, the Company resolved a significant number of claims and lawsuits through settlements. The Company recorded an immaterial accrual in the first quarter of fiscal 2024, related to insurance deductibles and other additional costs. Based on historical settlement experience and other considerations, the Company believed a material loss was not probable and that there was no reasonable basis to estimate aggregate losses in excess of historical settlement levels after taking into account available insurance coverage.

Subsequently, the Company identified developments, including the procedural acceleration of multiple litigated cases, receipt of additional claimant information, updated damage valuation analysis, and significantly increased projected defense and expert costs. This resulted in reassessment of exposure. As of June 5, 2026, more than 140 lawsuits were filed, including three putative class actions, none of which has been certified, and over 1,500 claimants have been proffered to the Company. Based on these developments, management concluded that a loss was probable and reasonably estimable, particularly with respect to potential exposure exceeding available insurance coverage.

T8For the nine months ended July 31, 2026, the net impact to the consolidated statements of operations to resolve outstanding claims was $272.0 million, consisting of $325.8 million accrued litigation liability, partially offset by $53.8 million of insurance recoveries, of which $0.4 million was recognized during the three months ended July 31, 2026. The net amount was recorded within Selling, General and Administrative expense. In July 2026, $10.0 million of the liability was settled directly by insurance. In August 2026, $306.8 million was paid to plaintiffs in settlement of substantially all of the claims, of which $43.8 million was paid directly by insurance. The settlement amounts were consistent with the Company's accrued litigation liability and related insurance recovery estimates recorded as of July 31, 2026.

Any future payments required would impact the Company’s liquidity and cash flow in the period of resolution.

Estimates and Critical Accounting Policies

Information regarding estimates and critical accounting policies is included in Management's Discussion and Analysis in our Form 10-K for the fiscal year ended October 31, 2025. There have been no material changes in our policies from those previously discussed in our Form 10-K for the fiscal year ended October 31, 2025, except as follows:

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Litigation Contingencies

We are or may be subject to litigation loss contingencies. We accrue for loss contingencies to the extent that we conclude that it is probable that a loss will be incurred and the amount of the loss can be reasonably estimated. If a reasonable estimate of a known or probable loss cannot be made, but a range of probable losses can be estimated, the low end of the range of losses is recognized if no amount within the range is a better estimate than any other. If we determine that a loss is possible, but not probable, and the range of the loss can be reasonably determined, then we disclose the range of the possible loss.

Potential insurance recoveries in connection with recognized loss contingencies are recognized as assets in the period in which such recoveries are determined to be probable of realization. These matters raise difficult and complex factual and legal issues and are subject to many uncertainties, including, but not limited to, the facts and circumstances of each particular case or claim, the jurisdiction in which each suit is brought, and differences in applicable law. As such, significant judgment is required in determining our legal accruals. Refer to Note 9. Contingencies and Commitments for additional information.

Accounting Pronouncements

Information regarding new accounting pronouncements is included in Note 1. General of the Consolidated Condensed Financial Statements of this Quarterly Report on Form 10-Q.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES