coo-20260131

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 January 31, 2026


☐			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 1-8597

_____________________________________________________________

The Cooper Companies, Inc.

(Exact name of registrant as specified in its charter)

_____________________________________________________________


Delaware			94-2657368
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

6101 Bollinger Canyon Road, Suite 500,

San Ramon, California 94583

(Address of principal executive offices) (Zip Code)

(925) 460-3600

(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, $0.10 par value

COO

Nasdaq Global Select Market

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 (§232.405 of this chapter) 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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

On March 2, 2026, 195,114,398 shares of Common Stock, $0.10 par value, were outstanding.

INDEX


		Page No.
PART I.	FINANCIAL INFORMATION

Item 1.	Unaudited Financial Statements

	Consolidated Condensed Statements of Income and Comprehensive Income	3

	Consolidated Condensed Balance Sheets	4

	Consolidated Condensed Statements of Stockholders' Equity	5

	Consolidated Condensed Statements of Cash Flows	6

	Notes to Consolidated Condensed Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16

Item 3.	Quantitative and Qualitative Disclosure About Market Risk	26

Item 4.	Controls and Procedures	26

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	27

Item 1A.	Risk Factors	27

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27

Item 3.	Defaults Upon Senior Securities	27

Item 4.	Mine Safety Disclosures	27

Item 5.	Other Information	27

Item 6.	Exhibits	28

Signatures		29

PART I. FINANCIAL INFORMATION

Item 1. Unaudited Financial Statements

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Consolidated Condensed Statements of Income and Comprehensive Income

Periods Ended January 31,

(In millions, except per share amounts)

(Unaudited)


	Three Months
	2026		2025
Net sales	$	1,024.1	$	964.7
Cost of sales	328.9		304.5
Gross profit	695.2		660.2
Selling, general and administrative expense	390.2		387.9
Research and development expense	44.3		40.7
Amortization of intangibles	47.9		49.6


Operating income	212.8		182.0
Interest expense	22.4		26.0


Other (income) expense, net	(1.8)		2.7
Income before income taxes	192.2		153.3
Provision for income taxes (Note 5)	61.4		49.0
Net income	$	130.8	$	104.3


Earnings per share (Note 6):
Basic	$	0.67	$	0.52
Diluted	$	0.66	$	0.52
Number of shares used to compute earnings per share:
Basic	195.8		199.7
Diluted	196.7		201.2
Other comprehensive income, net of tax:
Cash flow hedges	$	(4.0)	$	(2.0)
Foreign currency translation adjustment	76.5		(66.7)




Comprehensive income	$	203.3	$	35.6

The accompanying notes are an integral part of these Consolidated Condensed Financial Statements.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Consolidated Condensed Balance Sheets

(In millions, except per share data)

(Unaudited)


	January 31, 2026		October 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	124.9	$	110.6
Trade accounts receivable, net of allowance for credit losses of $58.7 at January 31, 2026, and $51.9 at October 31, 2025	807.1		829.0
Inventories (Note 2)	876.4		846.0
Prepaid expense and other current assets	325.4		320.8

Total current assets	2,133.8		2,106.4
Property, plant and equipment, net	2,116.7		2,082.0
Goodwill	3,905.4		3,853.4
Other intangibles, net (Note 3)	1,541.6		1,586.3
Deferred tax assets	2,038.3		2,077.5
Other assets	688.4		689.2
Total assets	$	12,424.2	$	12,394.8
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Short-term debt (Note 4)	$	620.7	$	47.8
Accounts payable	225.8		300.4
Employee compensation and benefits	209.6		210.6
Deferred revenue (Note 2)	129.9		127.9
Other current liabilities	409.7		426.1

Total current liabilities	1,595.7		1,112.8
Long-term debt (Note 4)	1,879.0		2,457.5
Deferred tax liabilities	96.3		93.3
Long-term tax payable	5.6		7.5
Deferred revenue	206.4		201.8
Other liabilities	277.2		282.8
Total liabilities	4,060.2		4,155.7
Contingencies and commitments (Note 9)
Stockholders’ equity:
Preferred stock, $0.10 par value, 1.0 shares authorized, zero shares issued or outstanding	—		—
Common stock, $0.10 par value, 480.0 shares authorized, 217.9 issued and 195.1 outstanding at January 31, 2026, and 217.6 issued and 195.9 outstanding at October 31, 2025	21.8		21.8
Additional paid-in capital	1,987.1		1,975.5
Accumulated other comprehensive loss	(334.0)		(406.5)
Retained earnings	7,774.1		7,643.3
Treasury stock at cost: 22.8 shares at January 31, 2026, and 21.7 shares at October 31, 2025	(1,085.2)		(995.2)
Total Cooper stockholders’ equity	8,363.8		8,238.9
Noncontrolling interests	0.2		0.2
Stockholders’ equity (Note 8)	8,364.0		8,239.1
Total liabilities and stockholders’ equity	$	12,424.2	$	12,394.8

The accompanying notes are an integral part of these Consolidated Condensed Financial Statements.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Consolidated Condensed Statements of Stockholders' Equity

(In millions, unaudited)


	Common Shares			Treasury Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Retained Earnings		Treasury Stock		Noncontrolling Interests		Total Stockholders' Equity
	Shares	Amount		Shares	Amount
Balance at October 31, 2024	199.6	$	19.9	17.6	$	1.8	$	1,921.0	$	(421.7)	$	7,268.4	$	(706.0)	$	0.2	$	8,083.6
Net income	—	—		—	—		—		—		104.3		—		—		104.3
Other comprehensive income (loss), net of tax	—	—		—	—		—		(68.7)		—		—		—		(68.7)
Issuance of common stock for stock plans, net and employee stock purchase plan	0.3	—		—	—		(11.0)		—		—		1.0		—		(10.0)
Share-based compensation expense	—	—		—	—		18.3		—		—		—		—		18.3
Balance at January 31, 2025	199.9	$	19.9	17.6	$	1.8	$	1,928.3	$	(490.4)	$	7,372.7	$	(705.0)	$	0.2	$	8,127.5

Balance at October 31, 2025	195.9	$	20.0	21.7	$	1.8	$	1,975.5	$	(406.5)	$	7,643.3	$	(995.2)	$	0.2	$	8,239.1
Net income	—	—		—	—		—		—		130.8		—		—		130.8
Other comprehensive income (loss), net of tax	—	—		—	—		—		72.5				—		—		72.5
Issuance of common stock for stock plans, net and employee stock purchase plan	0.3	—		—	—		(7.6)		—		—		2.9		—		(4.7)
Share-based compensation expense	—	—		—	—		19.2		—		—		—		—		19.2
Stock repurchase	(1.1)	—		1.1	—		—		—		—		(92.9)		—		(92.9)
Balance at January 31, 2026	195.1	$	20.0	22.8	$	1.8	$	1,987.1	$	(334.0)	$	7,774.1	$	(1,085.2)	$	0.2	$	8,364.0

The accompanying notes are an integral part of these Consolidated Condensed Financial Statements.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Consolidated Condensed Statements of Cash Flows

Three Months Ended January 31,

(In millions, unaudited)


	2026		2025
Cash flows from operating activities:
Net income	$	130.8	$	104.3
Depreciation and amortization	95.5		91.0
Settlement of contingent consideration	(0.5)		—


Net changes in operating capital	(36.1)		(75.6)
Deferred income taxes	43.6		34.6
Other non-cash items	27.6		36.3
Net cash provided by operating activities	260.9		190.6
Cash flows from investing activities:
Purchases of property, plant and equipment	(102.2)		(89.4)
Acquisitions of businesses and assets, net of cash acquired, and other	(0.7)		(7.4)

Net cash used in investing activities	(102.9)		(96.8)
Cash flows from financing activities:
Proceeds from long-term debt, net of issuance costs	875.4		670.3
Repayments of long-term debt	(904.2)		(729.5)
Acquisition installment payment	(44.5)		(47.1)
Net proceeds from short-term debt	22.0		16.0
Net payments related to share-based compensation awards	(6.7)		(8.5)

Repurchase of common stock	(92.5)		—
Issuance of common stock for employee stock purchase plan	3.9		2.2
Settlement of contingent consideration	(1.3)		—
Net cash used in financing activities	(147.9)		(96.6)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	4.3		(3.9)
Net increase (decrease) in cash, cash equivalents, and restricted cash	14.4		(6.7)
Cash, cash equivalents, and restricted cash at beginning of period	110.6		107.7
Cash, cash equivalents, and restricted cash at end of period	$	125.0	$	101.0
Reconciliation of cash flow information:
Cash and cash equivalents	$	124.9	$	100.9
Restricted cash included in other current assets	0.1		0.1

Total cash, cash equivalents, and restricted cash	$	125.0	$	101.0

The accompanying notes are an integral part of these Consolidated Condensed Financial Statements.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements

(Unaudited)

Note 1. General

The accompanying Consolidated Condensed Financial Statements of The Cooper Companies, Inc. and its subsidiaries have been prepared in accordance with generally accepted accounting principles in the United States (GAAP) for interim financial information and with the requirements of Regulation S-X, Rule 10-01 for financial statements required to be filed as a part of this Quarterly Report on Form 10-Q. Unless the context requires otherwise, terms "the Company", "we", "us", and "our" are used to refer collectively to The Cooper Companies, Inc. and its subsidiaries.

The accompanying Consolidated Condensed Financial Statements and related notes are unaudited and should be read in conjunction with the audited Consolidated Financial Statements of the Company and related notes as contained in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2025. The Consolidated Condensed Financial Statements include all adjustments (consisting only of normal recurring adjustments) and accruals necessary in the judgment of management for a fair presentation of the results for the interim periods presented.

Accounting Policies

There have been no material changes to our significant accounting policies described in our Annual Report on Form 10-K for the fiscal year ended October 31, 2025.

Estimates

The preparation of Consolidated Condensed Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of net sales and expenses during the reporting period. Actual results could differ from those estimates. The Company continually monitors and evaluates the estimates used as additional information becomes available. Adjustments will be made to these provisions periodically to reflect new facts and circumstances that may indicate that historical experience may not be indicative of current and/or future results.

Accounting Pronouncements Issued But Not Yet Adopted

In December 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities, which establishes authoritative guidance on the accounting for government grants including recognition, measurement, and presentation. This ASU is effective for fiscal years beginning after December 15, 2028, including interim periods within those fiscal years with early adoption permitted. The ASU can be applied on a modified prospective basis, modified retrospective basis, or full retrospective basis. We are currently evaluating the impact that the adoption of this guidance will have on our consolidated financial statements and disclosures.

In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606), which clarifies the application of derivative accounting to certain contracts. This update introduces a scope exception for contracts that are not exchange-traded and whose underlying is tied to operations or activities specific to one of the parties to the contract. It also clarifies the guidance for share-based noncash consideration from a customer, which is not applicable to us. This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within those annual reporting periods, with early adoption permitted and the option to apply on a prospective or modified retrospective basis. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40), which removes references to sequential project stages and requires capitalization of software costs to begin when: (1) management has authorized and committed to funding the software project, and (2) it is probable the project will be completed and the software will be used to perform the function intended. This ASU is effective for fiscal years beginning after December 15, 2027, and interim periods within those annual reporting periods, with early adoption permitted as of the beginning of an annual reporting period. The update permits either a prospective, modified prospective, or retrospective adoption approach. We are currently evaluating the impact that the adoption of this guidance will have on our consolidated financial statements and disclosures.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient to measure credit losses on current accounts receivable and current contract assets. The practical expedient assumes that current conditions as of the balance sheet do not change for the remaining life of the asset. This ASU is effective for fiscal years beginning after December 15, 2025, and interim periods within those annual reporting periods, with early adoption permitted. We are currently evaluating the impact that the adoption of this guidance will have on our consolidated financial statements and disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires additional disclosure of the nature of expenses included in the income statement. The standard requires disclosures about specific types of

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements

(Unaudited)

expenses included in the expense captions presented in the income statement. This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The requirements should be applied on a prospective basis while retrospective application is permitted. We are currently evaluating the impact that the adoption of this guidance will have on our disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires public entities to disclose specific categories in the effective tax rate reconciliation and additional information for reconciling items that exceed a quantitative threshold. The guidance also requires all disaggregated information pertaining to taxes paid, net of refunds received, for federal, state and foreign income taxes. The new guidance is effective for fiscal years beginning after December 15, 2024, with the option to apply prospectively or retrospectively. Early adoption is permitted. We are currently evaluating the impact that the adoption of this guidance will have on our consolidated financial statements and disclosures and expect to adopt this ASU for the fiscal year ending October 31, 2026.

No other recently issued accounting pronouncements had or are expected to have a material impact on our Consolidated Condensed Financial Statements.

Note 2. Balance Sheet Components

Inventories


(In millions)	January 31, 2026		October 31, 2025
Raw materials	$	180.0	$	193.1
Work-in-process	24.1		19.9
Finished goods	672.3		633.0
Total inventories	$	876.4	$	846.0

Deferred revenue

The Company recognized revenue of approximately $32.0 million and $32.5 million for the three months ended January 31, 2026 and 2025, respectively, that was included in the deferred revenue balance at October 31, 2025 and October 31, 2024.

Note 3. Intangible Assets

Intangible assets consisted of the following:


	January 31, 2026				October 31, 2025
(In millions)	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization

Intangible assets with definite lives:
Customer relationships	$	1,143.2	$	487.8	$	1,137.6	$	469.3
Composite intangible assets (1)	1,101.7		589.2		1,101.7		570.7
Technology	684.1		425.7		683.4		415.3
Trademarks	203.2		105.9		202.5		102.3
License and distribution rights and other	44.5		27.6		44.5		26.9
	3,176.7		$	1,636.2	3,169.7		$	1,584.5
Less: accumulated amortization and translation	1,636.2				1,584.5
Intangible assets with definite lives, net	1,540.5				1,585.2
Intangible assets with indefinite lives, net (2)	1.1				1.1
Total other intangibles, net	$	1,541.6			$	1,586.3

(1) Composite intangible assets primarily consist of technology, trade name, New Drug Application approval and physician relationships. The components are not reflected separately or within the corresponding categories because they are inextricably linked.

(2) Intangible assets with indefinite lives include trademarks.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements

(Unaudited)

Balances include foreign currency translation adjustments.

As of January 31, 2026, the estimate of future amortization expenses for intangible assets with definite lives is as follows:


Fiscal Years:	(In millions)
Remainder of 2026	$	141.4
2027	174.8
2028	170.2
2029	166.0
2030	161.6
Thereafter	726.5
Total remaining amortization for intangible assets with definite lives	$	1,540.5

There was no material impairment of goodwill or intangible assets recorded in the three months ended January 31, 2026.

Note 4. Financing Arrangements

The Company had outstanding debt as follows:


(In millions)	January 31, 2026		October 31, 2025
Term loans	$	550.0	$	—
Other	70.1		47.1
Short-term debt, excluding financing leases	620.1		47.1
Financing lease liabilities	0.6		0.7
Short-term debt	$	620.7	$	47.8

Revolving credit	$	927.7	$	956.3
Term loans	950.0		1,500.0
Other	0.2		0.2
Less: unamortized debt issuance cost	(0.6)		(0.8)
Long-term debt, excluding financing leases	1,877.3		2,455.7
Financing lease liabilities	1.7		1.8
Long-term debt	$	1,879.0	$	2,457.5
Total debt	$	2,499.7	$	2,505.3

Additional information regarding our indebtedness is included in our notes to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended October 31, 2025. The carrying value of the Company's revolving credit facility and term loans approximates fair value based on current market rates (Level 2). As of January 31, 2026, the Company was in compliance with all debt covenants.

Revolving Credit Agreement on May 1, 2024

On May 1, 2024, the Company entered into a Revolving Credit Agreement (the 2024 Credit Agreement), among the Company, CooperVision International Limited, the lenders from time to time party thereto, and PNC Bank, National Association, as administrative agent. The 2024 Credit Agreement provides for a multicurrency revolving credit facility (the 2024 Revolving Credit Facility) in an aggregate principal amount of $2,300.0 million which, unless terminated earlier, matures on May 1, 2029. On May 1, 2024, the Company used $1,170.0 million under the 2024 Revolving Credit Facility to fully repay all borrowings outstanding under the 2020 Term Loan Facility and the 2020 Revolving Credit Facility, and terminated the 2020 Credit Agreement (all as defined below). The Company has an uncommitted option to increase the revolving credit facility or establish a new term loan in an aggregate amount up to the greater of $1,150.0 million or 100% of consolidated Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), as defined in the 2024 Credit Agreement.

The 2024 Credit Agreement will bear interest, at the Company’s option, at either the base rate, or the adjusted SOFR, or adjusted foreign currency rate, plus, in each case, an applicable rate of between 0.00% and 0.50% in respect of base rate loans, and between 0.87% and 1.50% in respect of adjusted SOFR or adjusted foreign currency rate loans, in each case in accordance with a pricing grid tied to the Total Leverage Ratio, as defined in the 2024 Credit Agreement.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements

(Unaudited)

The Company pays an annual commitment fee that ranges from 0.10% to 0.20% of the unused portion of the 2024 Revolving Credit Facility based upon the Company’s Total Leverage Ratio, as defined in the 2024 Credit Agreement.

The 2024 Credit Agreement contains customary restrictive covenants, as well as financial covenants that require the Company to maintain a certain Total Leverage Ratio and Interest Coverage Ratio, each as defined in the 2024 Credit Agreement.

On January 31, 2026, the Company had $927.7 million outstanding under the 2024 Revolving Credit Facility and the weighted-average interest rate on the 2024 Revolving Credit Facility was 4.78%.

Subsequent to the fiscal quarter ended January 31, 2026, the Company entered into Amendment No. 1 to the 2024 Credit Agreement. Refer to Note 12. Subsequent Events for additional information.

Term Loan Agreement on December 17, 2021

On December 17, 2021, the Company entered into a Term Loan Agreement (the 2021 Credit Agreement) by and among the Company, the lenders from time to time party thereto, and PNC Bank, National Association, as administrative agent. The 2021 Credit Agreement provides for a term loan facility (the 2021 Term Loan Facility) in an aggregate principal amount of $1,500.0 million, which, unless terminated earlier, matures on December 17, 2026.

On May 1, 2024, in connection with the Company's entry into the 2024 Credit Agreement, the Company entered into Amendment No. 2 to the 2021 Credit Agreement, modifying the 2021 Credit Agreement by, among other things, conforming certain provisions therein to those contained in the 2024 Credit Agreement.

On January 31, 2026, the Company had $1,500.0 million outstanding under the 2021 Term Loan Facility and the interest rate was 4.67%.

Subsequent to the fiscal quarter ended January 31, 2026, the Company entered into Amendment No. 3 to the 2021 Credit Agreement. Refer to Note 12. Subsequent Events for additional information.

Note 5. Income Taxes

The effective tax rates for the three months ended January 31, 2026 and January 31, 2025 were 31.9% and 32.0%, respectively. The decrease was primarily due to changes in the geographic composition of pre-tax earnings, primarily offset by increases related to unrecognized tax benefits and excess tax benefits.

Note 6. Earnings Per Share


Periods Ended January 31,	Three Months
(In millions, except per share amounts)	2026		2025
Net income	$	130.8	$	104.3
Basic:
Weighted-average common shares	195.8		199.7
Basic earnings per share	$	0.67	$	0.52
Diluted:
Weighted-average common shares	195.8		199.7
Effect of dilutive stock plans	0.9		1.5
Diluted weighted-average common shares	196.7		201.2
Diluted earnings per share	$	0.66	$	0.52

The following table sets forth stock options to purchase our common stock and restricted stock units that were not included in the diluted earnings per share calculation because their effect would have been antidilutive for the periods presented:


Periods Ended January 31,	Three Months
(In thousands, except exercise prices)	2026	2025
Stock option shares excluded	1,481	784
Exercise prices	$78.51 - $101.54	$82.46 - $101.54
Restricted stock units excluded	350	2

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements

(Unaudited)

Note 7. Share-Based Compensation

The Company has several stock plans that are described in the Company’s Annual Report on Form 10‑K for the fiscal year ended October 31, 2025. The compensation expense and related income tax benefit recognized in our Consolidated Condensed Statements of Income and Comprehensive Income for share-based awards, including the employee stock purchase plan, were as follows:


Periods Ended January 31,	Three Months
(In millions)	2026		2025
Selling, general and administrative expense	$	17.1	$	16.7
Cost of sales	1.5		1.3
Research and development expense	0.6		0.8
Total share-based compensation expense	$	19.2	$	18.8
Related income tax benefit	$	2.5	$	2.9

Market-based award

During the three months ended January 31, 2026, the Company granted 78,286 restricted stock units to selected key employees which vest over approximately three years and are earned based on the Company's total shareholder return (TSR) relative to a designated peer group over a three-year performance period. The TSR metric is considered a market condition. The Company measured the fair value of such awards on the grant date using Monte Carlo simulation, incorporating valuation inputs including (a) simulation term of 2.9 years (b) risk-free interest rate of 3.6% (c) historical volatility of 29.2% (d) dividend yield of 0%. The grant-date fair value of the TSR award was $116.05 per share. The performance shares ultimately earned will range from zero to 200% of the target number of shares.

We recognize compensation expense ratably over the requisite service period regardless of actual TSR achievement. As of January 31, 2026, there was $8.7 million of total unrecognized compensation cost related to unvested TSR award, which is expected to be recognized over a remaining weighted-average period of 3.0 years.

Note 8. Stockholders' Equity

Analysis of Changes in Accumulated Other Comprehensive Loss:


(In millions)	Foreign Currency Translation Adjustment		Minimum Pension Liability		Derivative Instruments		Total
Balance at October 31, 2024	$	(461.7)	$	(4.9)	$	44.9	$	(421.7)
Gross change in value	(66.7)		—		(2.5)		(69.2)
Tax effect	—		—		0.5		0.5
Balance at January 31, 2025	$	(528.4)	$	(4.9)	$	42.9	$	(490.4)

Balance at October 31, 2025	$	(426.2)	$	1.7	$	18.0	$	(406.5)
Gross change in value	76.5		—		(5.3)		71.2
Tax effect	—		—		1.3		1.3
Balance at January 31, 2026	$	(349.7)	$	1.7	$	14.0	$	(334.0)

Share Repurchases

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 January 31, 2026, $873.9 million remains authorized for repurchase.

During the three months ended January 31, 2026, the Company repurchased 1.1 million shares of its common stock for $92.5 million, at a weighted average price of $82.04 per share. There were no share repurchases during the three months ended January 31, 2025.

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements

(Unaudited)

Note 9. Contingencies and Commitments

The Company is involved in various lawsuits, claims and other legal matters from time to time that arise in the ordinary course of conducting business, including matters involving our products, intellectual property, supplier relationships, distributors, competitor relationships, employees and other matters. At each reporting period, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under ASC 450, Contingencies. Legal fees are expensed as incurred.

The Company has been in a dispute with HM Revenue & Customs (HMRC) relating to payroll tax withholding matters related to consideration paid to company founders in the acquisition of the Sauflon Group in 2014 before the U.K. First-tier Tribunal (FTT). The FTT issued a decision on March 2, 2026 that largely supports HMRC’s position that the Company had failed to properly withhold payroll taxes with respect to a portion of the consideration paid by the Company in the Sauflon acquisition.

The Company believes the FTT’s decision was incorrect and intends to appeal the FTT’s decision. Although the Company does not believe that a loss is probable, an adverse outcome is reasonably possible. 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.

Because the ultimate outcome of the matter remains uncertain, the Company has not recorded any liability reserves in its financial statements.

As of January 31, 2026, the Company entered into additional leases that have not yet commenced in order to expand manufacturing as well as research and development capacity. The undiscounted lease payments are estimated at $140.2 million for leases that will commence starting in the third quarter of fiscal 2026, with initial terms ranging from 20 to 24 years.

Note 10. Business Segment Information

The Company discloses information about its operating segments, which were established based on the way that our Chief Operating Decision Maker (CODM) organizes segments within the Company for making operating decisions and assessing financial performance. Our CODM is our Chief Executive Officer. The Company's two operating segments are described below.

•CooperVision. Competes in the worldwide contact lens market by developing, manufacturing and marketing a broad range of products for contact lens wearers, featuring advanced materials and optics.

•CooperSurgical. 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.

The CODM uses operating income, as presented in our financial reports, as the primary measure of segment profitability to assess the performance of the segments and make decisions on resource allocation across segments. The CODM evaluates segment operating income on a quarterly basis by comparing actual results to forecasted amounts and historical performance. These evaluations, supported by discussions with the leadership team responsible for managing the operations of each reportable segment, are used to assess segment results, monitor operating trends, and support decisions regarding the allocation of resources and consideration of investment opportunities. The Company does not allocate costs from corporate functions to segment operating income. The Company uses the same accounting policies to generate segment results as it does for consolidated results.

The following tables present revenue and other financial information by reportable segment:

Segment information:


Periods Ended January 31,	Three Months
(In millions)	2026		2025
CooperVision net sales by category:
Toric and multifocal	$	351.2	$	319.4
Sphere, other	343.9		326.7
Total CooperVision net sales	$	695.1	$	646.1
CooperSurgical net sales by category:
Office and surgical	$	202.4	$	198.9
Fertility	126.6		119.7
Total CooperSurgical net sales	329.0		318.6
Total net sales	$	1,024.1	$	964.7

THE COOPER COMPANIES, INC. AND SUBSIDIARIES

Notes to Consolidated Condensed Financial Statements

(Unaudited)


(In millions)	CooperVision		CooperSurgical		Corporate (1)		Consolidated
Three Months Ended January 31, 2026
Net sales	$	695.1	$	329.0	$	—	$	1,024.1
Cost of sales	220.8		108.1		—		328.9
Selling, general and administrative expense	237.6		128.4		24.2		390.2
Research and development expense	22.4		21.9		—		44.3
Amortization expense	4.1		43.8		—		47.9
Operating income (loss)	$	210.2	$	26.8	$	(24.2)	$	212.8
Interest expense							22.4
Other expense (income), net							(1.8)
Income before income taxes							$	192.2
Depreciation expense	$	41.1	$	6.5	$	—	$	47.6
Capital expenditures	$	94.2	$	8.0	$	—	$	102.2
As of January 31, 2026
Identifiable assets	$	7,655.7	$	4,584.6	$	183.9	$	12,424.2

Three Months Ended January 31, 2025
Net sales	$	646.1	$	318.6	$	—	$	964.7
Cost of sales	205.0		99.5		—		304.5
Selling, general and administrative expense	229.9		135.9		22.1		387.9
Research and development expense

SEC Form 10-Q filed by The Cooper Companies Inc.