Avantor, Inc.: Form 10-Q for the period ended Jun 30, 2026

This discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results may differ materially from those contained in or implied by any forward-looking statements. See “Cautionary factors regarding forward-looking statements.”

Basis of presentation

This discussion should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and notes. Pursuant to SEC rules for reports covering interim periods, we have prepared this discussion and analysis to enable you to assess material changes in our financial condition and results of operations since December 31, 2025, the date of our Annual Report. Therefore, we encourage you to read this discussion and analysis in conjunction with our Annual Report.

Overview

During the three months ended June 30, 2026, we recorded net sales of $1,692.3 million, net income of $38.1 million, Adjusted EBITDA of $254.3 million, operating income of $121.8 million, and Adjusted Operating Income of $225.1 million. Net sales for the three months ended June 30, 2026 increased by 0.5%, which included a 0.4% organic net sales decrease compared to the same period in 2025. See “Reconciliations of non-GAAP measures” for reconciliations of net income to Adjusted EBITDA, net income margin to Adjusted EBITDA margin, operating income to Adjusted Operating Income, and operating income margin to Adjusted Operating Income margin. See “Results of operations” for a reconciliation and explanation of changes of net sales growth (decline) to organic net sales growth (decline).

Segment Change

Effective January 1, 2026, we revised our internal operating model and reporting structure and now operate and report our results through two operating segments, which are also our reportable segments: Bioscience & Medtech Products and VWR Distribution & Services. This structure is consistent with how our Chief Executive Officer, who is our CODM, assesses performance and allocates resources. This segment change did not impact our consolidated operating results. Segment disclosures, including those for comparative periods presented, have been revised to conform to the current period presentation.

Factors and current trends affecting our business and results of operations

The following updates the discussion of the factors and current trends disclosed in our Annual Report. These updates may affect our performance and financial condition in future periods.

We have been impacted by inflationary pressures

We have experienced inflationary pressures across all of our cost categories. While we have implemented pricing and productivity measures to combat these pressures, they may continue to adversely impact our results.

Fluctuations in foreign currency rates impact our results

Our consolidated results of operations are comprised of many different functional currencies that translate into our U.S. dollar reporting currency. The movement of the U.S. dollar against those functional currencies, particularly the Euro, has caused significant variability in our results and may continue to do so in the future.

Our results may be impacted by changes in trade policy

Recent developments in U.S. trade policy have reduced certain tariff‑related pressures; however, ongoing uncertainty remains, and changes in trade policy could adversely affect our results in future periods.

Goodwill impairment risk — VWR Distribution

During the first quarter of 2026, a sustained decline in our share price and market capitalization constituted a triggering event that required an interim goodwill impairment assessment for the VWR Distribution reporting unit. The assessment indicated that the estimated fair value of the reporting unit exceeded its carrying value by a limited margin, and therefore no impairment was recognized during the quarter.

The limited excess of fair value over carrying value reflects business conditions and valuation inputs that are sensitive to adverse changes, including operating performance, market conditions, and other assumptions used in estimating fair value. These conditions represent a known uncertainty that could materially affect future results. We continue to monitor these factors closely and are pursuing operational and strategic actions intended to improve the performance of the VWR Distribution business.

If market conditions deteriorate further, including a continued decline in market capitalization or reductions to the financial projections for the VWR Distribution reporting unit, a material non‑cash goodwill impairment charge could be required in a future reporting period (see note 7).

Key indicators of performance and financial condition

To evaluate our performance, we monitor a number of key indicators. As appropriate, we supplement our results of operations determined in accordance with GAAP with certain non-GAAP financial measurements that we believe are useful to investors, creditors and others in assessing our performance. These measures should not be considered in isolation or as a substitute for reported GAAP results because they may include or exclude certain items as compared to similar GAAP-based measures, and such measures may not be comparable to similarly titled measures reported by other companies. Rather, these measures should be considered as an additional way of viewing aspects of our operations that provide a more complete understanding of our business.

The key indicators that we monitor are as follows:

• Net sales, gross margin, operating income, operating income margin, net income or loss and net income or loss margin. These measures are discussed in the section entitled “Results of operations”;
• Organic net sales growth (decline), which is a non-GAAP measure discussed in the section entitled “Results of operations.” Organic net sales growth (decline) eliminates from our reported net sales change the impacts of revenues from acquisitions and divestitures that occurred in the last year (as applicable) and changes in foreign currency exchange rates. We believe that this measurement is useful to investors as a way to measure and evaluate our underlying commercial operating performance consistently across our segments and the periods presented. This measurement is used by our management for the same reason. Reconciliations to the change in reported net sales, the most directly comparable GAAP financial measure, are included in the section entitled “Results of operations”;
• Adjusted EBITDA and Adjusted EBITDA margin, which are non-GAAP measures discussed in the section entitled “Results of operations.” Adjusted EBITDA is our net income or loss adjusted for the following items: (i) interest expense, (ii) income tax expense, (iii) amortization of acquired intangible assets, (iv) depreciation expense, (v) losses on extinguishment of debt, (vi) charges associated with the impairment of certain assets, (vii) gain on sale of business, and (viii) certain other adjustments. Adjusted EBITDA margin is Adjusted EBITDA divided by net sales as determined under GAAP. We believe that these measurements are useful to investors as ways to analyze the underlying trends in our business consistently across the periods presented. These measurements are used by our management for the same reason. A reconciliation of net income or loss and net income or loss margin, the most directly comparable GAAP financial measures, to Adjusted EBITDA and Adjusted EBITDA margin, respectively, are included in the section entitled “Reconciliations of non-GAAP measures”;
• Adjusted Operating Income and Adjusted Operating Income margin, which are non-GAAP measures discussed in the section entitled “Results of operations.” Adjusted Operating Income is our operating income or loss adjusted for the following items: (i) amortization of acquired intangible assets, (ii) charges associated with the impairment of certain assets, (iii) gain on sale of business, and (iv) certain other adjustments. This measurement is our segment reporting profitability measure under GAAP. Adjusted Operating Income margin is Adjusted Operating Income divided by net sales as determined under GAAP. We believe that these measurements are useful to investors as ways to analyze the underlying trends in our business consistently across the periods presented. These measurements are used by our management for the same reason. A reconciliation of operating income or loss and operating income or loss margin, the most directly comparable GAAP financial measures, to Adjusted Operating Income and Adjusted Operating Income margin, respectively, are included in the section entitled “Reconciliations of non-GAAP measures”;
• Cash flows from operating activities, which we discuss in the section entitled “Liquidity and capital resources—Historical cash flows”;
• Free cash flow, which is a non-GAAP measure, is equal to our cash flows from operating activities, less capital expenditures, plus direct transaction costs and income taxes paid related to acquisitions and divestitures (as applicable) in the period. We believe that this measurement is useful to investors as it provides a view on the Company’s ability to generate cash for use in financing or investing activities. This measurement is used by management for the same reason. A reconciliation of cash flows from operating activities, the most directly comparable GAAP financial measure, to free cash flow, is included in the section entitled “Liquidity and capital resources—Historical cash flows.”

Results of operations

We present results of operations in the same manner in which we manage our business, evaluate performance and allocate resources. We also provide a discussion of net sales and Adjusted Operating Income by reportable segment: Bioscience & Medtech Products and VWR Distribution & Services. Corporate costs are managed on a standalone basis, certain portions of which are allocated to our reportable segments.

Executive summary

(dollars in millions)

Net sales for the second quarter increased, driven primarily by higher sales volume and commercial excellence within our VWR Distribution & Services segment and a favorable foreign currency impact, partially offset by lower sales volumes within our Bioscience & Medtech Products segment. Gross margin decreased, reflecting unfavorable product mix, inflationary pressures and lower sales volumes. These factors, partially offset by a favorable foreign currency impact, reduced gross profit compared to the prior-year period. Lower gross profit resulted in reduced operating income, Adjusted Operating Income, and Adjusted EBITDA.

Net Sales

Three months ended

(in millions)

Net sales increased $8.9 million, or 0.5%, which included $15.7 million, or 0.9%, of favorable foreign currency impact, while organic net sales decreased by $6.8 million, or 0.4%.

In the Bioscience & Medtech Products segment, net sales decreased by $24.1 million, or 5.1%, including $2.7 million, or 0.5%, of favorable foreign currency impact. Organic net sales decreased by $26.8 million, or 5.6%. The organic sales decrease was primarily driven by lower sales volumes in the Fluid Handling and NuSil businesses, partially offset by higher sales volumes in Process Chemicals.

In the VWR Distribution & Services segment, net sales increased by $33.0 million, or 2.7%, including $13.0 million, or 1.0%, of favorable foreign currency impact. Organic net sales increased by $20.0 million, or 1.7%. The organic sales increase was primarily driven by higher sales volumes of controlled environment consumables and increased specialty procurement sales, partially offset by lower sales of lab consumables.

Six months ended

(in millions)

Net sales increased $8.9 million, or 0.3%, which included $80.0 million, or 2.5%, of favorable foreign currency impact. Organic decline in net sales was $71.1 million, or 2.2%.

In the Bioscience & Medtech Products segment, net sales decreased by $19.1 million, or 2.1%, including $16.3 million, or 1.8%, of favorable foreign currency impact. Organic net sales decreased $35.4 million, or 3.9%. The organic sales decrease was primarily driven by lower sales volumes in the Fluid Handling and NuSil businesses, partially offset by higher sales volumes in Process Chemicals.

In the VWR Distribution & Services segment, net sales increased by $28.0 million, or 1.2%, including $63.7 million, or 2.7%, of favorable foreign currency impact. Organic net sales decreased by $35.7 million, or 1.5%. The organic sales decrease was primarily driven by lower sales volumes of lab consumables and equipment and instrumentation, partially offset by higher sales of controlled environment consumables and increased specialty procurement sales.

Gross margin

Three and six months ended

Gross margin for the three months ended June 30, 2026 contracted by 120 basis points, reflecting unfavorable product mix, inflationary pressures and lower sales volumes. Gross margin for the six months ended June 30, 2026 contracted by 170 basis points, reflecting those same factors, as well as higher inventory reserves and freight costs, which had a more pronounced impact during the six-month period.

Operating income

(in millions)

Three and six months ended

Operating income for the three months ended June 30, 2026 decreased primarily due to lower gross profit, as previously discussed, partially offset by lower SG&A expenses driven mainly by the absence of transformation costs incurred in the prior year. This decrease in SG&A expenses was partially offset by unfavorable foreign exchange fluctuations.

Operating income for the six months ended June 30, 2026 decreased primarily due to lower gross profit, as previously discussed, and higher SG&A expenses, driven mainly by inflationary pressures on compensation expense and unfavorable foreign exchange fluctuations, partially offset by the absence of transformation costs incurred in the prior year.

Net income

(in millions)

Three and six months ended

Net income for the three months ended June 30, 2026 decreased primarily due to lower operating income, as previously discussed, and higher income tax expense, partially offset by lower interest expense resulting from debt repayments made over the last twelve months.

Net income for the six months ended June 30, 2026 decreased primarily due to lower operating income, as previously discussed, and higher income tax expense, partially offset by the absence of pension termination charges incurred in the prior year and lower interest expense resulting from debt repayments made over the last twelve months.

Adjusted EBITDA and Adjusted EBITDA margin

For reconciliations of Adjusted EBITDA and Adjusted EBITDA margin to net income and net income margin, respectively, the most directly comparable measures under GAAP, see “Reconciliations of non-GAAP financial measures.”

(dollars in millions)

Three and six months ended

For the three months ended June 30, 2026, Adjusted EBITDA decreased by $25.5 million, or 9.1%, which included a favorable foreign currency translation impact of $2.4 million, or 0.9%. The remaining decline of $27.9 million, or 10.0%, was primarily driven by lower gross profit as previously discussed.

For the six months ended June 30, 2026, Adjusted EBITDA decreased by $75.6 million, or 13.8%, which included a favorable foreign currency translation impact of $11.3 million, or 2.0%. The remaining decline of $86.9 million, or 15.8%, was primarily driven by lower gross profit and higher SG&A costs, as previously discussed.

Adjusted Operating Income and Adjusted Operating Income margin

For reconciliations of Adjusted Operating Income and Adjusted Operating Income margin to operating income and operating income margin, respectively, the most directly comparable measures under GAAP, see “Reconciliations of non-GAAP financial measures.”

(dollars in millions)

Three months ended

Adjusted Operating Income decreased by $27.1 million, or 10.7%, which included a favorable foreign currency translation impact of $2.0 million, or 0.8%. The remaining decline of $29.1 million, or 11.5%, is further discussed below.

In the Bioscience & Medtech Products segment, Adjusted Operating Income declined by $13.8 million, or 10.5%, or 11.0% when adjusted for a favorable foreign currency impact. The decrease was primarily due to lower sales volume.

In the VWR Distribution & Services segment, Adjusted Operating Income declined by $15.2 million, or 10.7%, or 11.7% when adjusted for a favorable foreign currency impact. The decrease was primarily driven by unfavorable product mix and inflationary pressures on SG&A expenses.

In Corporate, Adjusted Operating Income improved by $1.9 million, or 9.1%, due to various immaterial factors.

Six months ended

Adjusted Operating Income decreased $79.3 million, or 16.0%, which included a favorable foreign currency translation impact of $9.8 million, or 2.0%. The remaining decline was $89.1 million, or 18.0%, which is further discussed below.

In the Bioscience & Medtech Products segment, Adjusted Operating Income declined $25.6 million, or 10.4%, or 12.0% when adjusted for favorable foreign currency translation impact. The decrease was primarily due to lower sales volume and higher inventory reserves.

In the VWR Distribution & Services segment, Adjusted Operating Income declined $57.7 million, or 19.9%, or 22.0% when adjusted for favorable foreign currency translation impact. The decrease was primarily driven by lower sales volume, unfavorable product mix, inflationary pressures and higher freight costs.

In Corporate, Adjusted Operating Income improved $4.0 million, or 9.9%, due to immaterial offsetting factors.

Reconciliations of non-GAAP measures

The following table presents the reconciliation of net income and net income margin to Adjusted EBITDA and Adjusted EBITDA margin, respectively:

(dollars in millions, % based on net sales)

1. Reflects charges incurred during the period related to restructuring initiatives to increase profitability and productivity. Costs included in this caption consist of employee severance, site-exit and contract termination costs, and non-cash impairment charges on long-lived assets associated with site exits.

2. Represents incremental expenses directly associated with the Company’s former cost transformation initiative, which concluded in 2025. These expenses are primarily related to the cost of external advisors.

3. Represents charges and legal costs, net of recoveries, incurred in connection with certain litigation and other contingencies that management evaluates separately from core operating performance.

4. Represents net foreign currency (gain) loss from financing activities, other stock-based compensation expense (benefit) and a purchase price adjustment in 2025 related to the sale of our Clinical Services business in 2024.

5. As described in note 12 to our unaudited condensed consolidated financial statements.

The following table presents the reconciliation of net income and net income margin to Adjusted Operating Income and Adjusted Operating Income margin, respectively, and includes operating income and operating income margin (the most directly comparable GAAP measures) as intermediate subtotals:

(dollars in millions, % based on net sales)

1. Reflects charges incurred during the period related to restructuring initiatives to increase profitability and productivity. Costs included in this caption consist of employee severance, site-exit and contract termination costs, and non-cash impairment charges on long-lived assets associated with site exits.

2. Represents incremental expenses directly associated with the Company’s former cost transformation initiative, which concluded in 2025. These expenses are primarily related to the cost of external advisors.

3. Represents charges and legal costs, net of recoveries, incurred in connection with certain litigation and other contingencies that management evaluates separately from core operating performance.

4. Represents other stock-based compensation expense (benefit) and a purchase price adjustment in 2025 related to the sale of our Clinical Services business in 2024.

Liquidity and capital resources

We fund short-term cash requirements primarily from operating cash flows and credit facilities. The majority of our long-term financing is from indebtedness. For the three and six months ended June 30, 2026, we generated $178.2 million and $236.9 million of cash from operating activities, respectively, ended the quarter with $306.8 million of cash and cash equivalents and our availability under our credit facilities was $1,379.8 million.

We have required term loan payments of $30.8 million due in the next twelve months.

In October 2025, our Board of Directors authorized the repurchase of up to $500.0 million of our common stock. Repurchases may be funded through available cash, borrowings under existing credit facilities, or other financing arrangements. The program may be modified, suspended, or terminated at any time. As of June 30, 2026, $425.0 million remained available for repurchase under the program.

Liquidity

The following table presents our primary sources of liquidity:

(in millions)

Based on the combination of the unused availability under our revolving credit facility and cash and cash equivalents, we believe that we have sufficient capital resources to meet our liquidity needs.

Our debt agreements include representations and covenants that we believe are usual and customary. The credit facility includes a leverage-based financial maintenance covenant and a consolidated interest coverage ratio financial maintenance covenant, each of which is subject to customary definitions, adjustments and exclusions. As of June 30, 2026, our net leverage and consolidated interest coverage ratio were within the covenant requirements.

At June 30, 2026, $231.7 million, or 75.5%, of our $306.8 million in cash and cash equivalents was held by our non-U.S. subsidiaries and may be subject to certain taxes upon repatriation, primarily where foreign withholding taxes apply.

Historical cash flows

The following table presents a summary of cash provided by (used in) various activities:

(in millions)

1. Consists of typical non-cash charges including depreciation and amortization, stock-based compensation expense, deferred income tax expense and others.

2. Includes changes to our accounts receivable, inventory, contract assets and accounts payable.

Cash flows from operating activities provided $26.8 million less cash in 2026, primarily due to a reduction in net income, as previously discussed, and higher net working capital requirements. These impacts were partially offset by favorable changes in other assets and liabilities, primarily driven by lower income tax payments, lower incentive compensation payments, and lower cash outflows related to deferred income. These favorable changes were partially offset by customer prebate payments made during 2026.

Investing activities used $12.5 million more cash in 2026. The change was primarily attributable to an increase in capital expenditures compared to the prior year.

Financing activities used $179.1 million more cash in 2026, primarily due to higher prepayments of term loans compared to the prior year.

Free cash flow

(in millions)

Free cash flow was $39.5 million lower in 2026, primarily due to lower cash flow from operating activities, as previously discussed, and an increase in capital expenditures.

Indebtedness

For information about our indebtedness, refer to the section entitled “Liquidity” and note 9 to our unaudited condensed consolidated financial statements included in Part I, Item 1 — “Financial statements.”

Critical accounting policies and estimates

We update our critical accounting policies and estimates in interim periods only for material changes since year‑end, including significant changes in assumptions, methodology, sensitivity, or where new information or events materially affect these estimates.

Testing goodwill for impairment

Our consolidated balance sheet includes significant amounts of goodwill and other intangible assets. At June 30, 2026, the combined carrying value of goodwill and other intangible assets, net of accumulated amortization and impairment charges, was $7,949.6 million, representing approximately 69% of our total assets. As a result, impairment assessments for these assets involve significant management judgment and represent a critical accounting estimate.

Required Annual Assessment

On October 1 of each year, we perform annual impairment testing of goodwill and indefinite‑lived intangible assets, or more frequently if events or changes in circumstances indicate that the carrying value of those assets may not be recoverable. The impairment analysis for goodwill and indefinite‑lived intangible assets consists of an optional qualitative assessment, which may be followed by a quantitative analysis.

The qualitative assessment requires identification and evaluation of relevant events or circumstances that could indicate impairment and an assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying value. The quantitative impairment test requires estimation of the fair value of our reporting units using a weighted average of a discounted cash flow method and a guideline public company method. These valuation methods require management to make numerous assumptions, including but not limited to future profitability and cash flows, net sales, gross margin, SG&A expenses, capital expenditures, investments in debt‑free net working capital, discount rates reflecting current market assumptions, the weighting of valuation methods, and the selection of comparable publicly traded companies. Variations in any of these assumptions could result in materially different estimates of fair value.

Our estimates are based on historical performance, management’s knowledge and experience, and overall economic conditions, including projections of future earnings potential. Developing forecasted cash flows requires evaluation of intermediate‑ to long‑term performance, including assumptions regarding revenue growth, operating margins, inflation, capital requirements, and working capital management. Estimating appropriate discount rates requires judgment in selecting risk premiums, which can materially impact valuation outcomes. The selection of peer companies and the weighting of valuation approaches under the market method also involve judgment, and alternative assumptions could result in materially different conclusions.

2025 Distribution Reporting Unit Impairment

As a result of sustained declines in our publicly quoted share price and market capitalization, together with deterioration in the operating results of our Distribution reporting unit, we performed an interim goodwill impairment assessment as of September 30, 2025. The deterioration in operating performance reflected lower sales volumes and a decline in gross margin, which negatively impacted projected future cash flows for the reporting unit relative to prior expectations.

Based on the results of that impairment test, the carrying amount of the Distribution reporting unit exceeded its estimated fair value, resulting in a non‑deductible, non‑cash goodwill impairment charge of $785.0 million, which was recorded in the consolidated statement of operations for the three months ended September 30, 2025. Following the impairment charge, the carrying value of the Distribution reporting unit was approximately $3,500.0 million, of which approximately $2,000.0 million was comprised of goodwill. No impairment of other long‑lived assets within the Distribution reporting unit was identified.

All other reporting units tested were not impaired, as their estimated fair values exceeded their respective carrying amounts as of the interim testing date.

Following the impairment charge, the carrying value of the Distribution reporting unit approximated its estimated fair value. As a result, a meaningful portion of the remaining carrying value of this reporting unit, including the associated goodwill, was considered at risk of further impairment. Recognition of additional impairment charges could be required in future periods if operating performance, market conditions, or other valuation assumptions were to deteriorate further.

Since October 1, 2025 is our annual impairment testing date, management performed the required annual assessment as of that date, including a review of key assumptions, market indicators, and other relevant factors. No conditions were identified that differed materially from those considered in the September 30, 2025 interim impairment analysis. Accordingly, the conclusions reached in that interim test remained appropriate, and no additional impairment was recorded as of October 1, 2025.

2026 Interim Impairment Test

As described in note 7, effective January 1, 2026, we updated our reporting unit structure. The VWR Distribution reporting unit includes the operations that previously comprised our Distribution reporting unit, and goodwill was reassigned using a relative fair value allocation method. The VWR Distribution reporting unit is included within the VWR Distribution & Services reportable segment.

During the first quarter of 2026, a sustained decline in our share price and market capitalization represented a triggering event under the goodwill impairment guidance. As a result, we performed an interim goodwill impairment assessment for all of our reporting units (see note 7).

As of March 31, 2026, the estimated fair value of the VWR Distribution reporting unit exceeded its carrying value by approximately 5.5%, and therefore no goodwill impairment was recognized during the quarter. Goodwill allocated to the VWR Distribution reporting unit totaled approximately $2,800.0 million as of the testing date. The limited excess of fair value over carrying value indicates that the valuation of this reporting unit is sensitive to adverse changes in key assumptions, including future operating performance, cash flows, discount rates, and market conditions. A modest increase in discount rates or a reduction in forecasted cash flows could eliminate this excess and result in a goodwill impairment.

The estimated fair values of our remaining reporting units exceeded their respective carrying values by greater margins as of the testing date.

During the quarter ended June 30, 2026, we evaluated whether any events or changes in circumstances had occurred that would indicate that the carrying value of goodwill may not be recoverable. Based on this assessment, no triggering events or impairment indicators were identified, and accordingly, no interim goodwill impairment assessment was required during the quarter.

We continue to monitor internal and external factors that could affect the estimated fair value of our reporting units, including trends in our share price and market capitalization, macroeconomic conditions, and operating performance. If market conditions deteriorate further, including a continued decline in market capitalization or reductions to the financial projections for the VWR Distribution reporting unit, a material non‑cash goodwill impairment charge could be required in a future reporting period.

Quantitative and qualitative disclosures about market risk appear in Item 7A “Quantitative and qualitative disclosures about market risk” in our Annual Report. There were no material changes during the quarter ended June 30, 2026 to this information as reported in our Annual Report.

Management’s evaluation of disclosure controls and procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2026, the design and operation of our disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.

Changes in internal control over financial reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) during the fiscal quarter ended June 30, 2026, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

For information regarding factors that could affect the Company's results of operations, financial condition and liquidity, see the risk factors discussed in Part I, Item 1A “Risk Factors” in our Annual Report and the following risk factor, which supplements and should be read in conjunction with the risk factors discussed in Part I, Item 1A “Risk Factors” in our Annual Report.

Our VWR Distribution reporting unit is at risk of goodwill impairment, which could result in a material non‑cash charge.

Our consolidated balance sheet includes goodwill, intangible assets and other long-lived assets that must be periodically evaluated for potential impairment. We assess the realizability of the reported goodwill, intangible assets and other long-lived assets annually, as well as whenever events or changes in circumstances indicate that the assets may be impaired. During the first quarter of 2026, a sustained decline in our share price and market capitalization constituted a triggering event that required an interim goodwill impairment assessment. Although no impairment was recorded, the VWR Distribution reporting unit is considered at risk of impairment because the estimated fair value exceeded the carrying value by a limited margin. The valuation is sensitive to adverse changes in operating performance, forecasted cash flows, discount rates and market conditions. If these factors deteriorate, we could be required to record a material non‑cash goodwill impairment charge in a future reporting period (see note 7 to the unaudited condensed consolidated financial statements included in this quarterly report).