The shareholders will also act on any other business as may properly come before the meeting.

All shareholders of Azenta, Inc. are cordially invited to attend the live audio webcast of the Annual Meeting. Please see “Virtual Annual Meeting” for additional information. To ensure your representation at the Annual Meeting we urge you to complete a proxy telephonically, electronically or by mail. Please see “General Annual Meeting Information” for additional details about requesting and returning a proxy.

By Order of the Board of Directors

 

EPHRAIM STARR,

We are furnishing this proxy statement and related proxy materials in connection with the solicitation of proxies by our Board of Directors (the “Board of Directors” or the “Board”) for use at the Annual Meeting of Shareholders to be held in a virtual-only format, solely by means of remote communication, on Wednesday, January 28, 2026, at 9:00 a.m., Eastern Time, and at any adjournment or postponement thereof (the “Annual Meeting”). We are providing these materials to the holders of record of our common stock as of the close of business on December 3, 2024, and are first making available or mailing the materials on or about December 19, 2025. This summary highlights information contained elsewhere in the Proxy Statement. As this summary does not contain all the information that you should consider in connection with the Annual Meeting, we recommend that you read the entire proxy statement carefully before voting.

References throughout the proxy statement to “Azenta,” “we,” “us,” or the “Company” refer to Azenta, Inc. and its subsidiaries, taken as a whole, unless the context otherwise indicates.

Please see the sections titled “General Annual Meeting Information” on page 71 and “Other Matters” on page 74 for important information about the proxy materials, including voting methods, vote requirements for approval of each proposal, effect of abstentions and broker non-votes and the deadlines to submit shareholder proposals and director nominations for the 2027 annual meeting of shareholders.

You are being asked to vote on the election of the following ten (10) nominees to our Board, all of whom currently serve as directors. All directors are elected annually by the affirmative vote of a plurality of votes cast. The chart below summarizes our director nominees’ personal information and expected committee memberships following the Annual Meeting. You can find detailed information about each director nominee’s background, skill sets and areas of expertise later in this proxy statement.

The live audio webcast of the Annual Meeting will begin promptly at 9:00 a.m. Eastern Time. Online access to the audio webcast will open 15 minutes prior to the start of the Annual Meeting to allow time for you to login and test your device’s audio system. The virtual Annual Meeting is running the most updated version of the applicable software and plugins. You should ensure you have a strong Internet connection and allow sufficient time to log in and verify that you can hear streaming audio prior to the start of the Annual Meeting.

Login Instructions. To be admitted to the virtual Annual Meeting, you will need to login at www.virtualshareholdermeeting.com/AZTA2026 using the 16-digit control number found on the proxy card or voting instruction card previously mailed or made available to shareholders entitled to vote at the Annual Meeting.

Technical Assistance. Beginning 15 minutes prior to, and during, the Annual Meeting, we will have support available to assist shareholders with any technical difficulties they may have accessing or hearing the Annual Meeting. If you encounter any difficulty accessing, or during, the Annual Meeting, please call the support team at the number listed on our website at www.Azenta.investorroom.com (2026 Annual Meeting Material).

Voting Prior to or at the Annual Meeting. An online portal is available to shareholders at www.proxyvote.com where you can view and download our proxy materials and 2025 Annual Report and vote your shares in advance of the Annual Meeting. You may vote your shares during the Annual Meeting (up until the closing of the polls) by following the instructions available at www.virtualshareholdermeeting.com/AZTA2026 during the Annual Meeting.

Shares may be voted via the original proxy card or pursuant to the instructions for submitting your proxy via the Internet or telephone that are included in the proxy materials.

Submitting Questions at the Annual Meeting. Shareholders may submit questions for the Annual Meeting after logging in. If you wish to submit a question, you may do so by logging into the virtual meeting platform at www.virtualshareholdermeeting.com/AZTA2026, typing your question into the “Ask a Question” field, and clicking “Submit.” Please submit any questions before the start time of the meeting.

Appropriate questions related to the business of the Annual Meeting (the proposals being voted on) will be answered during the Annual Meeting, subject to time constraints. Any such questions that cannot be answered during the Annual Meeting due to time constraints will be posted and answered at www.azenta.investorroom.com (2026 Annual Meeting Material) as soon as practical after the Annual Meeting. Additional information regarding the ability of shareholders to ask questions during the Annual Meeting, related to rules of conduct and other materials for the Annual Meeting will be available at www.azenta.investorroom.com (2026 Annual Meeting Material).

The Annual Report delivered to our shareholders with this proxy statement is the Annual Report on Form 10-K for the fiscal year ended September 30, 2025, as filed with the Securities and Exchange Commission (“SEC”), with supplemental information included therewith. It is also available to shareholders without charge upon written request to the Company’s principal executive offices at: Investor Relations, Azenta, Inc., 200 Summit Drive, 6^th Floor, Burlington, Massachusetts 01803. As noted below, it can also be obtained via the Internet.

The Board of Directors has responsibility for establishing broad corporate policies and reviewing the Company’s overall performance, rather than day-to-day operations. The Board’s primary responsibility is to oversee management and, in so doing, to serve the Company’s and its shareholders’ best interests while also promoting corporate social responsibility. Management keeps the directors informed of the Company’s activities through regular written reports and presentations at Board and Committee meetings. The Board has adopted Corporate Governance Guidelines that are publicly available on our website at www.azenta.com. The Corporate Governance Guidelines call for, among other things, the maintenance of Board leadership that is separate from the Company’s executive leadership, whether that comes in the form of an independent chair or an independent lead director. The independent chair presides over the regularly held executive sessions of the Board, noted below, at which the Chief Executive Officer is not present. Each director is required to stand for election annually.

The Board has assessed each of the ten nominees for director against the SEC and the Nasdaq Stock Market standards for independence and determined that directors Casal, Cornog, Davis, Doshi, Koffey, Madaus, Malus, McLaughlin, and Nova, nine of the ten director nominees, meet the general definition of an independent director as defined by the Nasdaq Stock Market. The Board has further determined that all members of the Audit Committee (among others) meet the Nasdaq Stock Market’s stricter definition of independence required for members of an audit committee and determined that each member of the Audit Committee qualifies as an audit committee financial expert.

The Board of Directors held 7 meetings during the fiscal year ended September 30, 2025. Each current director, other than Mr. Doshi, attended at least 75% of the meetings of the Board of Directors and of applicable committees held while the director was serving during the last fiscal year. In connection with each of the Board’s four regularly scheduled meetings, all attending non-employee members of the Board met in executive session without the Chief Executive Officer being present.

The Board of Directors encourages shareholders to communicate with our senior management and directly with members of the Board of Directors on matters of concern related to our business and affairs. Shareholders who wish to communicate with members of the Board of Directors may do so by the following means:

Azenta Board of Directors

Azenta, Inc.

200 Summit Drive, 6^th Floor

Burlington, MA 01803

As a matter of policy, we encourage the directors to attend meetings of shareholders, in person, virtually or by telephone. All the nominees for election as director were directors at the time of the last annual shareholder meeting in January 2025 and attended that meeting.

In accordance with our Corporate Governance Guidelines, members of the Board are encouraged to periodically attend formal continuing education programs for directors, with a recommended frequency of at least once every two years. We support and encourage Board members to take advantage of director education opportunities. There are many public company director educational programs available, and we believe that our Board members should keep current on the fast-changing areas of corporate governance and related regulations.

The Board of Directors has elected Frank E. Casal to serve as Chair of the Board. The Chair assists the Chief Executive Officer in setting the agenda for meetings of the Board of Directors, presides over executive sessions of the Board and performs such other duties as the Board may assign.

The Board believes that the combination of backgrounds, skills and experiences of our directors has produced a board that is well-equipped to exercise oversight responsibilities on behalf of our shareholders. The following table highlights the key skills, qualifications, and experiences that each director nominee brings to our Board. The skills matrix is a summary and it is not intended to be a complete description of all the key skills, qualifications, attributes, and experience of each director nominee. Our nominees have developed competencies in these skills through education, direct experience, and oversight responsibilities.

The Azenta Board is composed of leaders in their respective fields. Many of the current directors have leadership experience at major domestic and international companies and/or organizations with operations inside and outside the United States, as well as experience on other companies’ boards, which provides an understanding of different business processes, challenges and strategies. In some cases, they have occupied Chief Executive Officer and other leadership roles in internationally focused companies or institutions in the markets that Azenta serves, or related markets.

The Board currently has the following standing committees: an Audit Committee, an Environmental, Social & Governance (ESG) Committee, a Finance Committee, a Human Resources and Compensation (HRC) Committee, a Nominating and Governance Committee (NGC), and a Value Creation Committee (VCC). The Board has determined to disband the VCC, effective upon the election of directors at the Annual Meeting. The following table sets out the Board committees on which each current member of the Board now serves and the current chair of each committee. The Board expects that all current directors will continue their respective committee assignments following the Annual Meeting.

Under the provisions of the Audit Committee charter, the Audit Committee is responsible for the qualifications, independence, appointment, retention, compensation and evaluation of our independent registered public accounting firm, for assisting the Board of Directors in monitoring our financial reporting process, accounting functions, and internal control over financial reporting and for overseeing the process by which we and the Board of Directors conduct the ongoing assessment and management of the risks we face. It is also responsible for administering our Standards of Conduct and the oversight of “whistle-blowing” procedures, and certain other compliance matters.

With oversight from the Audit Committee, our management has taken, and plans to take, actions to remediate the deficiencies in our internal control over financial reporting described in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025 (“FY2025 10-K”). The Audit Committee will keep the Board of Directors informed on the status of the remediation activities and seek additional input from the Board of Directors, management, our internal audit and finance teams, and the independent auditors to ensure that the material weaknesses are remediated in a timely and effective manner.

A copy of the charter of the Audit Committee is publicly available on our website at www.azenta.com. Under its charter, the Audit Committee must consist of not less than three directors, each of whom meets the stricter definition of independence for members of the

Audit Committee under rules of the Nasdaq Stock Market. The Board of Directors has reviewed the qualifications of each member of the Audit Committee and has determined that each of them meets that stricter definition of independence applicable to audit committee members and that Mr. Casal and Ms. McLaughlin each qualify as an “audit committee financial expert” as the SEC defines that term in Item 407 of Regulation S-K.

The Audit Committee met on 7 occasions during fiscal year 2025. Please also see the report of the Audit Committee set forth elsewhere in this proxy statement.

The purpose of the ESG Committee is to assist the Board of Directors in discharging its oversight responsibility related to ESG matters such as climate change impacts, energy and natural resources conservation, environmental and supply chain sustainability, human rights, employee health, safety and well-being, diversity, equity and inclusion, ethics, cybersecurity and data privacy, community engagement, public policy engagement, political contribution, and corporate charitable and philanthropic activities and other ESG issues that are relevant and material to the Company, provide guidance to the Board on the aforementioned matters, and perform an oversight role in shaping the Company’s ESG strategy. The charter of the ESG Committee is publicly available on our website at www.azenta.com.

The ESG Committee met on 4 occasions during fiscal year 2025.

The HRC Committee has overall responsibility for our compensation philosophy, evaluates and approves executive compensation including cash bonuses to be issued pursuant to the Company’s Performance-Based Variable Compensation Plan and our other cash incentive plans discussed below under “Compensation Discussion and Analysis” beginning on page 26, assists the Board in the discharge of its responsibilities with respect to executive compensation and develops the leadership capabilities of our executives. The HRC Committee is responsible for the annual compilation of the Chief Executive Officer’s strategic performance objectives and manages his annual performance assessment and feedback. Additionally, the HRC Committee is responsible for planning the succession process for the Chief Executive Officer and the executive staff. It provides recommendations to the Board in the administration of our stock plans, currently the 2020 Equity Incentive Plan, and it is required to review and approve the incorporation of our Compensation Discussion and Analysis in this proxy statement in accordance with SEC rules. The HRC Committee also reviews all grants to employees under our stock plans, currently the 2020 Equity Incentive Plan, and recommends the approval of those grants by the full Board of Directors. The HRC Committee also recommended an increase in the number of shares reserved under the 2020 Equity Compensation Plan that is presented as Proposal No. 3 at this Annual Meeting. The HRC Committee is authorized to retain independent advisors to assist it in fulfilling its responsibilities. Under its charter and the requirements of the Nasdaq Stock Market, the HRC Committee must consist of at least three directors, each of whom satisfies certain requirements of the securities and other laws and satisfies the independence requirements of the Nasdaq Stock Market. The charter of the HRC Committee is publicly available on our website at www.azenta.com. Each of the current members of the HRC Committee meets the definition of an independent director and the other requirements for membership.

The HRC Committee met on 5 occasions during fiscal year 2025.

Please see also the report of the HRC Committee set forth elsewhere in this proxy statement.

None of the members of the HRC Committee is or was formerly an officer or employee of the Company, and no executive officer serves on the board of directors of any company at which any of the HRC Committee members is employed.

The purpose of the NGC is to: (i) identify, review and evaluate candidates to serve as directors; (ii) serve as a focal point for communication between such candidates, the Board of Directors and our management; (iii) make recommendations to the full Board with respect to Board candidates to be elected by the shareholders or appointed by the Board; evaluate and make recommendations to the Board on a set of corporate governance and ethics principles; (v) periodically review and evaluate our governance and ethics policies and guidelines; (vi) evaluate and make recommendations to the Board concerning the structure, responsibilities and operation of the Committees of the Board; (vii) make recommendations to the Board concerning Board meeting policies; and (viii) make recommendations to the Board concerning the compensation of members of the Board and any Committees of the Board.

Under its charter, as supplemented by the rules of the Nasdaq Stock Market, the NGC must consist of not less than three members, each of whom satisfies the independence requirements of the Nasdaq Stock Market. A copy of the charter of the Nominating and Governance Committee is publicly available on our website at www.azenta.com. Each of the current members of the Nominating and Governance Committee meets the definition of an independent director.

The NGC is responsible for identifying, evaluating, and recommending qualified candidates for election to the Board, whether nominated by the Board or by shareholders. The NGC considers candidates recommended by shareholders, directors, management, and third-party search firms using the same evaluation criteria applied to all candidates.

In evaluating candidates, the NGC seeks to assemble a Board whose members collectively possess the skills, experience, and attributes necessary for effective oversight of the Company’s strategy and operations. The NGC considers a broad range of factors, including:

While the NGC does not have fixed requirements beyond independence and integrity, it actively seeks to maintain an appropriate mix of the skills and experiences listed above and places particular emphasis on background, experience, and perspective. The NGC regularly assesses the Board’s composition against evolving Company needs and may prioritize certain qualifications when filling specific vacancies.

Shareholders who wish to recommend a director candidate for consideration by the NGC must follow the procedures described in “Other Matters — Shareholder Proposals and Recommendations for Director.”

The Nominating and Governance Committee also initiates and administers the Board’s annual self-evaluation and performance review process. In fiscal 2025, the NGC again engaged an independent third party to assist in the evaluation process to bring an outside perspective to the process in order to ensure rigor, full disclosure and a thorough and dynamic process. In fiscal 2025, this evaluation process was initiated by each Board member being sent a written questionnaire prepared by the independent third party with input from the NGC and the Senior Vice President, General Counsel and Corporate Secretary dealing with a variety of elements.

After these questionnaires were completed and returned, the independent third party reviewed the results and then conducted individual interviews with each Board member to understand fully the perceptions and analysis of each director. The independent third party then presented the information collected through these processes to the NGC and then, following that discussion, the chair of the NGC presented the independent third party’s observations and recommendations to the full Board for discussion and review. The Board views these activities as part of its overall process of ongoing self-evaluation and continuous improvement and expects to periodically engage independent third parties to help facilitate its annual self-evaluations and performance reviews.

The NGC met on 6 occasions during fiscal year 2025.

On November 1, 2024, the Board created the VCC for the purpose of assisting and advising the Board in its responsibilities relating to long-term value creation. The VCC monitors and consults with and advises the Board and senior management of the Company on the Company’s long-term value creation including cost optimization and procurement initiatives, growth and strategic initiatives and plans, capital deployment and the Company’s execution thereon, as well as on the impact of external developments and factors on the Company’s long-term value creation (including margin expansion), growth and strategic initiatives and plans, including, without limitation, the impact of changes in economic and market conditions, competitive activity, technology, legislative and regulatory considerations and any other external development that the VCC believes is relevant.

Each of the current members of the VCC meets the definition of an independent director, except for Mr. Marotta.

The VCC met on 12 occasions during fiscal year 2025.

Management is responsible for the day-to-day management of risks the Company faces, while the Board of Directors, as a whole and through its Committees, has the ultimate responsibility for the oversight of risk management. The Board has delegated to the Audit Committee responsibility to ensure that the Board and management implement and regularly employ the processes necessary to understand, address, and manage the Company’s business risks, including delegation to other Committees of the Board with respect to

specific areas of business risk where the Audit Committee deems this to be appropriate. Periodically, working initially through the Audit Committee, management and the Board jointly develop and/or review a list of important risks that the Company prioritizes. These are reviewed during the year by management and by the Board and the applicable Committees of the Board. The Board of Directors also specifically engages in cybersecurity risk oversight through detailed annual reports, as well as periodic updates from the Company’s Chief Information Officer.

The Board’s risk oversight processes build upon management’s regular risk assessment and mitigation processes, which include standardized reviews conducted with members of management across and throughout the Company in areas such as financial and management controls, strategic and operational planning, regulatory compliance, environmental compliance, and health and safety processes. The results of these reviews are then discussed and analyzed at the most senior level of management, which assesses the level of risk posed in these areas, the likelihood of their occurrence, and the time-frame for onset should the risk materialize, coupled with planning for the mitigation of such risks and occurrences.

Following this senior management level assessment, the Audit Committee is then tasked to coordinate the risk assessment process at the Board level and to ensure that mitigation and corrective actions are being taken where appropriate.

The Company’s Corporate Governance Guidelines, as set out on the Company’s corporate web site under “Company” and “Investors” and “Governance” and “Governance Documents,” provide that there will always be independent leadership of the Board. In accordance with the Corporate Governance Guidelines, the Board may select the Chief Executive Officer to also serve as Board Chair, but its current practice is to have an independent director serve as Chair. The Corporate Governance Guidelines also make clear that if the same person serves as Chief Executive Officer and Chair, the Board must select a lead independent director who will be responsible for chairing meetings of the independent directors in addition to any other responsibilities designated by the Board. Under this separation of responsibilities, an independent director will always be in a position of Board leadership.

The Company’s Corporate Governance Guidelines also provide that the independent directors of the board shall meet in executive session (separate from any inside directors) on a regular basis, at least as frequently as may be required by applicable Nasdaq or SEC rule or regulation. It has been the consistent practice of the Chair to conduct such meetings of independent directors at each in-person meeting of the Board of Directors. In addition, the independent directors of the Board meet in executive session under certain circumstances when appropriate.

In addition, under the Corporate Governance Guidelines, the Chair (with the assistance of the Company Secretary) is primarily responsible for (i) monitoring communications from shareholders and (ii) providing copies or summaries of such communications to the other directors as he or she considers appropriate.

We believe that the separation of the roles of Chief Executive Officer and Chair of the Board of Directors continues to offer benefits including the following:

At Azenta, our mission to enable “life sciences organizations around the world to bring impactful breakthroughs and therapies to market faster” is aligned with our commitment to operate as a responsible corporate citizen. We are dedicated to using resources responsibly to support the sustainability of our business and the global environment.

Our environmental, social, and governance (ESG) efforts are governed at the highest levels, with Board and executive management oversight. The Board of Directors provides guidance to ensure that ESG initiatives align with material risks and opportunities, strategic goals, and stakeholder expectations. The ESG Committee of the Board is responsible for overseeing our ESG strategy, including environmental sustainability, community outreach, ethics and compliance programs, workplace health and safety, product quality and safety, data privacy and security, and workplace engagement initiatives. The Committee also monitors ESG-related reporting and disclosure. Other Board committees oversee ESG-related areas within their respective charters. The ESG program is further supported by a cross-functional Executive ESG Steering Committee, comprised of management team members from across the Company, which supports the development and execution of initiatives related to the three key pillars: Environmental Protection, Social Impact, and

Responsible Operations. This governance framework, with oversight from both Executive Leadership and the Board, allows us to effectively manage ESG risks and opportunities across the organization. We remain focused on our three pillars of corporate responsibility, outlined below.

The following table sets forth information as of December 3, 2025 with respect to the beneficial ownership of our common stock by each current director, each director nominee that is not a current director, each executive officer named below in the Summary Compensation Table (referred to as the “named executive officers”), all current executive officers and current directors as a group, and each person known by us to be the beneficial owner of 5% or more of our common stock. Except as indicated below, this information is based upon information received from, on behalf of or filed with the SEC by the named security holders.

At the Annual Meeting, ten directors are to be elected to serve until the 2027 annual meeting of shareholders and thereafter until their successors have been duly chosen and qualified or their earlier death, resignation or removal. The nominees for election at the Annual Meeting are listed on the following pages with brief biographies. All nominees are currently Azenta directors.

All of the nominees are willing to serve as directors but, if any of them should decline or be unable to serve as a director, the individuals designated in the proxy cards as proxies will exercise the discretionary authority provided to vote for the election of such substitute nominee selected by our Board of Directors, unless the Board alternatively acts to reduce the size of the Board or maintain a vacancy on the Board.

It is the Nominating and Governance Committee and Board’s practice to evaluate the qualifications and criteria for overall experience represented on the Board consistent with the factors discussed in the section describing our Nominating and Governance Committee, above. When assessing the Board’s composition, the Nominating and Governance Committee and the full Board review the Board’s effectiveness in balancing those qualifications and criteria with the need to ensure that the members of the Board function well together.

On November 1, 2024, we entered into a Cooperation Agreement with Politan Capital Management LP, a Delaware limited partnership, Politan Capital Management GP LLC, a Delaware limited liability company, Politan Capital NY LLC, a New York limited liability company, and Politan Capital Partners GP LLC, a Delaware limited liability company, (collectively, “Politan”) regarding the composition of our Board and certain other matters. Pursuant to the Cooperation Agreement, we agreed, among other things: (a) to increase the size of the Board by three (3) directors and appoint Mr. Koffey to the Board, effective November 1, 2024, with an initial term expiring at the 2025 Annual Meeting; (b) to establish the Value Creation Committee; (c) to appoint Messrs. Koffey, Cornog, Malus, Madaus and Marotta to the Value Creation Committee (collectively, the “Initial Value Creation Committee Members”), with Mr. Cornog appointed as the Chair of the Value Creation Committee and Mr. Casal appointed as a non-voting observer of the Value Creation Committee (collectively with the Initial Value Creation Committee Members, the “Value Creation Committee Participants”); (d) to appoint Mr. Koffey to the HRC Committee; (e) to nominate the Value Creation Committee Participants for election to the Board at the 2025 Annual Meeting; and (f) that two directors serving on the Board immediately prior to the execution of the Cooperation Agreement would not stand for re-election to the Board at the 2025 Annual Meeting pursuant to which Dr. Rosenblatt and Messrs. Bousa and Hirsch were not nominated for re-election at the 2025 Annual Meeting and their terms expired at the 2025 Annual Meeting. Additionally, the Cooperation Agreement includes certain voting commitments, standstill, confidentiality and mutual non-disparagement provisions (subject to certain customary carveouts) that generally remain in place until the earlier of (x) the date that is 30 days prior to the notice deadline under our Amended and Restated Bylaws for the nomination of director candidates for election to the Board at the 2026 annual meeting of shareholders and (y) October 23, 2025. While the Cooperation Agreement is expired, the Nominating and Governance Committee considered Mr. Koffey and the Value Creation Committee Participants for election to the Board at the Annual Meeting in the same manner as other nominees.

An affirmative vote of a plurality of votes properly cast, virtually or by proxy, is required for the election of each of the nominees. Votes that are withheld will not be included in the vote tally for the election of the directors. Broker non-votes will have no effect on the voting outcome with respect to the election of directors.

Under our Corporate Governance Guidelines, as amended as of January 30, 2025, a director who receives a greater number of votes “withheld” or “against” than votes “for” in an uncontested election of directors is required to promptly resign. The Nominating and Governance Committee will consider each resignation tendered under this policy and recommend to the Board whether to accept or reject it.

Following is certain information with respect to the ten nominees, in each case setting forth the particular experience, qualifications, attributes and skills of each director nominee that led the Board to conclude that such person should serve as a director of Azenta.

Below is a description of our policy for the compensation of directors that was applicable in fiscal year 2025 beginning with the 2025 Annual Meeting held on January. The following table sets forth the total compensation paid or accrued during the fiscal year 2025 to each of our non-employee directors.