On October 6, 2025, the Company entered into the SAVSU Purchase Agreement, by and between the Company and SAVSU Buyer, for the sale by the Company of all SAVSU Interests of SAVSU to SAVSU Buyer. The Company analyzed the quantitative and qualitative factors relevant to the sale of SAVSU and determined that the conditions for discontinued operations presentation were met during the fourth quarter of 2025.

The Company, management, and the Company's board of directors (the "Board") determined the SAVSU Divestiture would enable the Company to optimize its product portfolio by focusing on its recurring higher margin revenue streams its cell processing products, in addition to the divestitures the Company executed during 2024. The Company completed the

SAVSU Divestiture during the fourth quarter of 2025. Accordingly, the results of SAVSU are reported in the Loss from discontinued operations line in the Unaudited Condensed Consolidated Statements of Operations. These changes have been applied to all periods presented.


Cash proceeds received from Buyer	$	23,276
Indemnity holdback	2,500
Net price adjustment(1)	219
Costs to sell	(1,509)
Retention bonus paid by Company(2)	(541)
Total proceeds	23,945
Less: SAVSU carrying basis as of October 6, 2025	13,621
Net gain on disposal	$	10,324

(2) As defined within the SAVSU Purchase Agreement, the Company agreed to provide a cash bonus to the divested employees with the condition that such employees remain with SAVSU for 90 days subsequent to the closing of the sale.

The Company recognized $1.3 million in stock compensation expense for the acceleration of unvested shares of all the Company's former employees that remained with SAVSU upon the closing of this transaction.

In accordance with ASC 350, upon the disposal of SAVSU, the Company assessed the goodwill to be allocated to the disposal group. The goodwill allocated to SAVSU was based on the relative fair value of SAVSU to the fair value of the Company as SAVSU was fully integrated into the Company's one reportable segment. The fair value of SAVSU was determined based on the enterprise value per the SAVSU Purchase Agreement. The fair value of the Company was determined by calculating the Company's market capitalization as of the disposal date plus any invested capital remaining of the Company, which included outstanding debt and financing lease liabilities, modified by an estimated market acquisition premium. Based on the calculation performed, the Company determined $3.7 million of goodwill was to be allocated to SAVSU upon its disposal. The allocated goodwill was included in the carrying basis of SAVSU presented in the above table.

In addition, upon the closing of this transaction, the Company and SAVSU Buyer entered into a transition services agreement ("SAVSU TSA"), pursuant to which the Company provided certain transition services, including payroll processing, bookkeeping and tax administration services, and information technology maintenance, among other administrative services, to SAVSU for 120 days. The SAVSU Purchase Agreement contains customary representations, warranties, covenants and indemnities of the parties thereto, including customary covenants that prevent the Company from competing with SAVSU, soliciting its employees or interfering with its business relationships for 5 years after the closing of the SAVSU Divestiture. The SAVSU TSA has since expired pursuant to its terms on the stated expiration date. The Company has no other significant continuing involvement with SAVSU upon the expiration of its SAVSU TSA and related covenants.

Upon the closing of the SciSafe Divestiture on November 12, 2024, the Company and SciSafe entered into a transition services agreement ("SciSafe TSA"), pursuant to which the Company is subject to customary covenants that prevent the Company from competing with SciSafe, soliciting its employees or interfering with its business relationships for five years after the Closing Date. The Company has no other significant continuing involvement with SciSafe upon the expiration of its SciSafe TSA and related covenants.

In connection with the disposal of SciSafe, the Company remains liable and responsible for the full performance and observance of all of the provisions, covenants, and conditions in one of SciSafe's operating leases. In the case of a breach or violation of any provision of the lease by the SciSafe Buyer, the Company is deemed to be and shall constitute a default

of the lease provisions. Simultaneously, the Company received indemnification pursuant to any obligation owed by the Company under this operating lease. This indicates the Company undertakes the obligation to stand ready to perform over the term of the guarantee in the event of the specified triggering events noted above, or conditions, such as breach or default, occur. However, the non-contingent aspect of the guarantee enables the Company to recover any losses from the SciSafe Buyer. As of March 31, 2026, the fair value of this guarantee is not material. The outstanding minimum lease payments equal approximately $2.1 million and the lease terminates in 2031.

As outlined in the Global Cooling Purchase Agreement executed on April 17, 2024, the Company is required to indemnify Global Cooling for certain preexisting legal contingencies. Prior to the Global Cooling Divestiture, two lawsuits were filed by previous customers related to Global Cooling's commercial freezer products seeking indemnification. The details of each case are described below.

Other than the Company's requirement to indemnify Global Cooling for certain preexisting legal contingencies, the Company has no other significant continuing involvement with Global Cooling.

As of the year ended December 31, 2024, the Company recorded a loss contingency for a $4.0 million claim in relation to losses a previous customer claims to have incurred. The loss contingency was recorded under the discontinued operations of Global Cooling as outlined in the Global Cooling Purchase Agreement. During the fourth quarter of 2024, it became probable the loss would be settled within the next fiscal year, and the Company accrued for the loss contingency upon the determination of probability. During the first quarter of 2026, the claim was fully settled for $2.5 million, which was fully covered by the Company's insurance policy aside from the Company's insurance deductible. Legal expenses incurred on the claim were immaterial.

An additional loss contingency was indemnified on behalf of Global Cooling during the fourth quarter of 2025. The claim was fully settled for $0.9 million, which was fully covered by the Company's insurance policy aside from the Company's insurance deductible. Legal expenses incurred on the claim were immaterial.

The tables below summarize financial data of SAVSU for the three months ended March 31, 2025. Interest expenses directly associated with the debt of a disposed entity is reported in discontinued operations below.


(In thousands)	Three Months Ended March 31, 2025
Revenue	$	1,887
Cost of revenue	1,496
Gross profit	391
Operating expenses	(1,110)

Loss before income taxes	(719)
Income tax expense	—
Loss from discontinued operations, net of income taxes	$	(719)