COOPER COMPANIES, INC.

The Cooper Companies, Inc. is a leading global medical device company operating through two business segments, CooperVision and CooperSurgical, that sells products in over 130 countries and positively impacts over fifty million lives each year. CooperVision competes in the worldwide soft contact lens market against Johnson & Johnson Vision Care, Inc., Alcon Inc., and Bausch + Lomb, as well as other smaller companies with limited product offerings, while CooperSurgical focuses on selected segments of the fertility and women's health care market, competing against Vitrolife Group, Nexpring, Fairfax Cryobank and Fairfax EggBank in fertility, and against ViaCord, a division of Revvity, in stem cell storage, and against Bayer and AbbVie for Paragard. The markets in which the company participates are highly competitive and involve the continual search for technological and scientific innovations, with competitive factors including technological and scientific advances, product quality and availability, price, customer service including response time and effective communication of product information to clinicians and consumers, and manufacturing processes.

CooperVision competes in the spherical, toric and multifocal lens categories of the contact lens worldwide market against Johnson & Johnson Vision Care, Inc., Alcon Inc., Bausch + Lomb as well as other smaller companies with limited product offerings, and to a lesser extent with manufacturers of eyeglasses and providers of other forms of vision correction including ophthalmic surgery. CooperSurgical competes against Vitrolife Group, Nexpring, and Fairfax Cryobank and Fairfax EggBank in the fertility market, against larger companies such as Johnson & Johnson, Baxter International, Medtronic and Hologic for medical device products, against ViaCord, a division of Revvity, in stem cell storage, and against manufacturers of hormonal IUDs including Bayer and AbbVie, Long Acting Reversible Contraceptives including Organon, and other forms of birth control for Paragard. The company believes that in order to compete successfully in the numerous categories of the contact lens market, companies must offer differentiated products that are priced competitively and manufactured efficiently, and CooperVision competes by producing high, medium and low-volume lenses made with a variety of materials for a broader range of market niches, as well as offering a wide range of lens parameters.

The company generates revenue through the sale of contact lenses and a broad array of products and services focused on fertility and women's health, with revenue from product sales recognized when the customer obtains control of the product, typically upon shipment or delivery, and revenue from service sales recognized when services are rendered, either at a point in time or based on the passage of time. Provisions for certain rebates, sales incentives, volume discounts, contractual pricing allowances and product returns are accounted for as variable consideration and recorded as a reduction in sales. The company sells its products principally to a limited number of distributors, group purchasing organizations, eye care or health care professionals including independent practices, corporate retailers, hospitals and clinics or authorized resellers.

CooperVision develops, manufactures and markets a broad range of single-use, two-week and monthly contact lenses, featuring advanced materials and optics, and designs its products to address vision challenges such as astigmatism, presbyopia and myopia with a broad collection of spherical, toric and multifocal contact lenses. CooperVision offers contact lenses in materials like silicone hydrogel Aquaform technology and also manufactures and markets myopia management products, including the internally developed MiSight 1 day lens, as well as other specialty eyecare products such as orthokeratology (ortho-k) and scleral lenses. CooperVision's two major product categories are toric and multifocal lenses and spherical lenses, with the Biofinity brand being CooperVision's highest grossing product. CooperSurgical offers a broad array of products and services focused on fertility and women's health, with a portfolio encompassing more than 600 products and services, including medical devices used in gynecology and obstetrics, surgical products, contraception, labor and delivery, cord blood and cord tissue storage services, and fertility products and services supporting the in vitro fertilization (IVF) process, egg and sperm donation, cryopreservation, and genomic services including genetic testing. Paragard is a hormone-free intrauterine device (IUD) offered by CooperSurgical exclusively in the United States that prevents pregnancy for up to ten years using copper as the only active ingredient.

CooperSurgical's portfolio encompasses more than 600 products and services, with its medical devices used in gynecology and obstetrics including but not limited to surgical products, contraception and labor and delivery as well as cord blood and cord tissue storage services, and its fertility portfolio encompassing medical devices supporting the in vitro fertilization (IVF) process, egg and sperm donation, cryopreservation, and genomic services including genetic testing. CooperSurgical's product categories are Office/Surgical, which includes a wide variety of innovative medical devices and services used in gynecology and obstetrics, including in labor and delivery, as well as to screen, diagnose and treat women's health and reproductive conditions, and Fertility, which has broad product offerings for fertility evaluations and IVF procedures by OB/GYN professionals, reproductive endocrinologists and embryologists, including media, micro-tools and lab equipment, as well as services to clinics and families including donor gametes, cryostorage, and genomic services.

In November 2019, the MiSight 1 day contact lens became the first and only product approved by the United States Food and Drug Administration (FDA) for slowing the progression of myopia in children aged 8-12 at the initiation of treatment, and CooperVision received approval for use of the MiSight 1 day lens in China from Chinese National Medical Products Administration (NMPA) in August 2021 and in Japan from the Japanese Ministry of Health, Labour and Welfare (MHLW) in August 2025. On August 1, 2024, CooperSurgical completed the acquisition of obp Surgical, a U.S.-based medical device company, for a purchase price of $100.0 million ¹, and on June 7, 2024, CooperSurgical acquired a fertility company that specializes in sperm separation devices for a purchase price of $33.5 million ². On November 1, 2023, CooperSurgical completed the acquisition of select Cook Medical assets for a purchase price of $300.0 million ³, with $200.0 million ⁴ paid at closing and two cash payments of $50.0 million ⁵ each to be paid on November 1, 2024, and November 1, 2025. In September 2025, the authorization under the 2012 Share Repurchase Program was increased to $2.0 billion ⁶ by the Company's Board of Directors, and as of October 31, 2025, $966.4 million ⁷ remains authorized for repurchase, with the company repurchasing 4.1 million ⁸ shares of its common stock for $290.1 million ⁹ at a weighted average price of $69.30 ¹⁰ per share under the program in fiscal 2025. On February 16, 2024, the Company effected a four-for-one stock split of its outstanding shares of common stock.

Total net sales for fiscal 2025 were $4,092.4 million ¹¹ compared to $3,895.4 million ¹² in fiscal 2024 and $3,593.2 million ¹³ in fiscal 2023, representing growth of approximately 5% year-over-year. Net income was $374.9 million ¹⁴ in fiscal 2025, compared to $392.3 million ¹⁵ in fiscal 2024 and $294.2 million ¹⁶ in fiscal 2023. Diluted earnings per share were $1.87 ¹⁷ in fiscal 2025, compared to $1.96 ¹⁸ in fiscal 2024 and $1.48 ¹⁹ in fiscal 2023. Consolidated gross margin decreased in fiscal 2025 to 66% ²⁰ compared to 67% ²¹ in fiscal 2024, primarily driven by inventory and long-lived asset write-offs and severance costs related to workforce optimization initiatives. Operating income was $682.9 million ²² in fiscal 2025 compared to $705.7 million ²³ in fiscal 2024 and $533.1 million ²⁴ in fiscal 2023. Cash provided by operating activities was $796.1 million ²⁵ in fiscal 2025, compared to $709.3 million ²⁶ in fiscal 2024 and $607.5 million ²⁷ in fiscal 2023.

Management is optimistic about the long-term prospects for the worldwide contact lens and general health care markets, and the resilience of and growth prospects for the businesses and products, but faces significant risks and uncertainties in the global operating environment including uncertain global and regional business, political and economic conditions, inflation, foreign exchange rate fluctuations, regulatory developments, supply chain disruptions, and escalating global trade barriers and disruptions such as the impact of tariffs.CooperVision is focused on greater worldwide market penetration using recently introduced products, and continues to expand its presence in existing and emerging markets, including through acquisitions. The company believes 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, and has 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, and received Chinese NMPA approval for use of the MiSight 1 day lens in China and MHLW approval for use of the MiSight 1 day lens in Japan. The company believes that myopia management opens up an attractive new market for contact lenses and is investing to develop this new market by educating eye care practitioners, patients and their families, which increases awareness.

CooperSurgical expects that OB/GYN medical offices and fertility clinics will continue to move away from private practice ownership and toward group practices, private equity, corporate or other ownership, and believes its broad product portfolio can benefit in this changing environment as customers look to standardize and consolidate vendors. CooperSurgical's strategy includes developing and acquiring new solutions to complement its current offerings, and the company expects to continue investing in CooperSurgical's business, including through strategic transactions, with the goal of expanding its integrated solutions model within the areas of fertility and women's health. CooperSurgical's single-use silicone hydrogel product franchises, clariti, MyDay and MyDay Energys remain a focus as the company expects increasing demand for these products, as well as future single-use products, as the global contact lens market continues to shift to this modality.

Consolidated gross margin decreased in fiscal 2025 to 66% ²⁸ compared to 67% ²⁹ in fiscal 2024, primarily driven by inventory and long-lived asset write-offs and severance costs related to workforce optimization initiatives. The company recognized termination benefits expense of $35.0 million ³⁰ associated with workforce optimization initiatives in fiscal 2025. CooperVision's operating income increased in fiscal 2025 compared to fiscal 2024, primarily due to the increase in net sales outpacing the increase in operating expenses, while CooperSurgical's operating income decreased primarily due to inventory and long-lived asset write-offs, severance costs related to workforce optimization initiatives and an increase in amortization expense.

CooperVision's major manufacturing and distribution facilities are located in Belgium, Costa Rica, Hungary, Puerto Rico, the United Kingdom and the United States, with other smaller facilities in multiple locations around the world, and CooperSurgical's major manufacturing, cryostorage and distribution facilities are located in Costa Rica, the Netherlands, the United Kingdom and the United States, with other smaller facilities in multiple locations around the world. The company is in the midst of a multiyear process of implementing new enterprise resource planning (ERP) systems at CooperVision and CooperSurgical. The company employs approximately 500 people in research and development, with CooperVision's research and development activities primarily including programs to develop new contact lens designs, myopia management, and manufacturing technologies, along with improving formulations and existing products, and CooperSurgical's research and development activities focused on innovating, improving, and advancing products and services including instruments, devices, consumables, digital services, and manufacturing technologies.

Capital expenditures were $362.4 million ³¹ in fiscal 2025, compared to $421.2 million ³² in fiscal 2024 and $392.5 million ³³ in fiscal 2023. In September 2025, the authorization under the 2012 Share Repurchase Program was increased to $2.0 billion ³⁴ by the Company's Board of Directors, and as of October 31, 2025, $966.4 million ³⁵ remains authorized for repurchase, with the company repurchasing 4.1 million ³⁶ shares of its common stock for $290.1 million ³⁷ at a weighted average price of $69.30 ³⁸ per share under the program in fiscal 2025. In December 2023, the Company's Board of Directors decided to end the declaration of the semiannual dividend, and the company did not pay dividends in fiscal 2025 and 2024.

The company faces significant risks and uncertainties in its global operating environment including 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 the company's sales, cash flow and performance in the past and could further adversely affect future sales, cash flow and performance. The company also faces risks from the impact of international conflicts and the global response to international conflicts on the global and local economy, financial markets, energy markets, currency rates and the ability to supply product to, or through, affected countries.

The company's substantial and expanding international operations are subject to numerous risks including difficulty managing a large organization spread throughout various countries, fluctuations in currency exchange rates adversely affecting results, challenges associated with enforcing intellectual property rights in some foreign countries, difficulty gaining market share in countries such as China because of regulatory restrictions and customer preferences, and difficulty growing sales in emerging markets such as China, India, Russia, Brazil and other developing nations. The company also faces risks from economic and trade sanctions, including tariff and import/export regulations by the U.S. and foreign governments, which could make it more difficult or costly to conduct operations or achieve business objectives, and from changes in import and export policies, including new, increased or retaliatory tariffs, sanctions and countersanctions and customs restrictions by the U.S. and foreign governments, which may disrupt the supply chain, adversely affect relationships with customers and impact competitiveness.

The company faces significant risks from adverse changes in 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 global markets. The company's substantial and expanding international operations are subject to uncertainties including fluctuations in currency exchange rates, with the most significant currency exposures being the British pound, Euro and Japanese yen, and a uniform hypothetical 10% increase or decrease in foreign currency exchange rates in comparison to the value of the U.S. dollar would have resulted in a corresponding increase or decrease of approximately $114.4 million ³⁹ in operating income for fiscal 2025. The company faces risks from acquisitions and other strategic transactions, including failure to successfully achieve anticipated revenues, margins and earnings benefits, integration difficulties, and the incurrence of debt and contingent liabilities. The company is subject to extensive government regulation, and failure to comply with applicable regulations could result in enforcement action including warning letters, civil penalties, refusal or withdrawal of approvals or certifications, license suspension or revocation, product recalls, operating restrictions, suspension or shutdown of production, and criminal prosecution. The company faces risks from cybersecurity threats, and while it has not identified risks from known cybersecurity threats that have materially affected it, it faces risks from cybersecurity threats that, if realized, are reasonably likely to materially affect operations, business strategy, results of operations, or financial condition.

Management's message is optimistic about the long-term prospects for the worldwide contact lens and general health care markets, and the resilience of and growth prospects for the businesses and products, while acknowledging significant risks and uncertainties in the global operating environment including uncertain global and regional business, political and economic conditions, inflation, foreign exchange rate fluctuations, regulatory developments, supply chain disruptions, and escalating global trade barriers and disruptions such as the impact of tariffs.The strategic priorities emphasized for the period ahead include focusing on greater worldwide market penetration using recently introduced products, continuing to expand presence in existing and emerging markets including through acquisitions, and investing in CooperSurgical's business, including through strategic transactions, with the goal of expanding its integrated solutions model within the areas of fertility and women's health.