Current Report · Items 2.01, 7.01, 9.01 · 8-K
Embecta Corp.
EMBCNASDAQEQUITYCurrent
Completion of Acquisition or Disposition of Assets · Regulation FD Disclosure
Item 2.01 Completion of Acquisition or Disposition of Assets. On May 15, 2026, Embecta Corp. (“embecta”) completed its previously announced acquisition (the “Transaction”) of all of the issued share capital of Owen Mumford Holdings Limited (“Owen Mumford”), a privately held, UK-based innovator and manufacturer of medical devices and drug-delivery technologies.…
Filed May 15, 2026Accepted May 15, 2026, 9:15 AM EDTCIK 1872789Accession 0000947871-26-000546
Company context
embecta is a global diabetes care company that is leveraging its nearly 100-year legacy in insulin delivery to empower people with diabetes to live their best life through innovative solutions, partnerships and the passion of approximately 2,000 employees around the globe. For more information, visit embecta.com or follow our social channels on LinkedIn, Facebook, and Instagram.
Current securities
Historical securities (1)
Disclosure sections
Items 2.01, 7.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 2.01Item 2.01 - Completion of Acquisition
Item 2.01 Completion of Acquisition or Disposition of Assets.
On May 15, 2026, Embecta Corp. (“embecta”) completed its previously
announced acquisition (the “Transaction”) of all of the issued share capital of Owen Mumford Holdings Limited (“Owen
Mumford”), a privately held, UK-based innovator and manufacturer of medical devices and drug-delivery technologies. The Transaction
was completed pursuant to an Agreement for the Sale and Purchase of Owen Mumford Holdings Limited (the “Purchase Agreement”),
dated as of March 19, 2026, between embecta and Mark Owen, Adam Mumford (in his individual capacity and in his capacity as trustee of
the Mumford Family 2026 Trust), Anne Mumford (in her capacity as trustee of the Mumford Family 2026 Trust), Ellen Owen, Kim Priddis and
Nancy Millington.
Pursuant to the terms and conditions of the Purchase Agreement, embecta
acquired Owen Mumford for an upfront cash payment of £100 million at closing (subject to customary adjustments, including for closing
net cash) and will pay up to an additional £50 million upon the achievement of certain commercial milestones related to sales of
the Aidaptus® next-generation auto-injector platform through the period ending June 30, 2029.
The foregoing description of the Purchase Agreement and the Transaction
does not purport to be complete and is subject to, and qualified by reference in its entirety to the full text of the Purchase Agreement,
a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange
Commission (the “SEC”) on March 20, 2026 and is incorporated herein by reference.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item
7.01 Regulation FD Disclosure.
On May 15, 2026, embecta issued a press release announcing the completion
of the Transaction, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits.
(a) Financial
Statements of Business Acquired
The financial
statements required by Item 9.01(a) of Form 8-K will be filed by amendment to this Current Report on Form 8-K no later than 71 calendar
days following the date on which this Current Report on Form 8-K was required to be filed pursuant to Item 2.01.
(b) Pro Forma
Financial Information
The pro forma
financial information required by Item 9.01(b) of Form 8-K will be filed by amendment to this Current Report on Form 8-K no later than
71 calendar days following the date on which this Current Report on Form 8-K was required to be filed pursuant to Item 2.01.
(d) Exhibits
2.1 Agreement for the Sale and Purchase of Owen Mumford Holdings Limited, dated March 19, 2026, among Embecta Corp. and the Sellers listed in Schedule 1 thereto (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by embecta with the SEC on March 20, 2026).
99.1 Press Release, dated May 15, 2026.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)