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NASDAQ: COO COOPER COMPANIES, INC. 8-K

CooperCompanies completes strategic review, retains CooperSurgical, expands buyback to $3B

Filed September 9, 2026 · Period ending September 9, 2026 · ~1 min read

5 key changes 4 high relevance 3 sections

Key Changes

  • high

    Board concluded shareholders are better served by continued ownership of CooperSurgical than a sale at this time, citing temporary valuation disconnect from a competitive IUD entrant and fertility litigation settlement.

    Exhibit 99.2 view on EDGAR →
  • high

    Share repurchase authorization expanded from $2 billion to $3 billion; company repurchased $445 million of stock in fiscal 2026 to date.

    Exhibit 99.2 view on EDGAR →
  • high

    Q3 FY2026 revenue rose 1% to $1.066 billion; non-GAAP EPS up 4% to $1.15; GAAP EPS of $2.24 includes a $307.2 million discrete tax benefit.

    Exhibit 99.1 view on EDGAR →
  • high

    Fiscal 2026 guidance updated to revenue of $4.229-$4.252 billion (2-3% organic growth) and non-GAAP EPS of $4.51-$4.55.

    Exhibit 99.1 view on EDGAR →
  • medium

    Two new independent directors with healthcare and capital allocation expertise were added to the Board during the strategic review.

    Exhibit 99.2 view on EDGAR →

Summary

CooperCompanies announced the completion of its strategic review, concluding that retaining CooperSurgical is in shareholders' best interests rather than pursuing a sale at this time. The Board cited temporary factors—including a competitive entrant to the non-hormonal IUD market and the recent fertility litigation settlement—as creating a valuation disconnect in the offers received.

To underscore confidence in the company's intrinsic value, the Board expanded the share repurchase authorization from $2 billion to $3 billion, with $445 million repurchased in fiscal 2026 to date. Alongside the strategic update, CooperCompanies reported third-quarter fiscal 2026 results.

Revenue grew 1% year-over-year to $1.066 billion, with CooperVision flat at $717.0 million and CooperSurgical up 2% to $349.2 million. Non-GAAP diluted EPS rose 4% to $1.15, while GAAP EPS of $2.24 included a $307.2 million discrete tax benefit from a favorable U.K. tax examination. The company updated full-year guidance to revenue of $4.229-$4.252 billion and non-GAAP EPS of $4.51-$4.55. The Board also added two independent directors with healthcare and operational expertise during the review process. Management highlighted ongoing operational initiatives—including cost reduction, efficiency programs, and enhanced commercial execution—aimed at driving organic growth and profitability. The company will host a webcast to discuss the results and strategic review conclusion.

Section-by-Section Diff

Event · Item 8.01 — Other Events

~100 words

Cooper Companies completed a strategic review and increased its share repurchase authorization.

2 Added
Added Strategic review completion medium

Added in current filing · verify on EDGAR →

announcing the completion of its strategic review

The company announced it has finished a strategic review. The filing does not disclose the outcome or any specific actions resulting from the review.

Added Share repurchase authorization increase medium

Added in current filing · verify on EDGAR →

an increase in its share repurchase authorization

The company increased its share repurchase authorization. The filing does not state the new authorization amount or the size of the increase.

Event · Exhibit 99.1

4 Added
Added Q3 FY2026 revenue high

Added in current filing · view on EDGAR →

Revenue increased 1% year-over-year to $1.066 billion, including 1% organic growth.

Total revenue grew 1% year-over-year to $1.066 billion, with 1% organic growth. CooperVision revenue was flat at $717.0 million while CooperSurgical grew 2% to $349.2 million.

Added Q3 FY2026 GAAP EPS high

Added in current filing · view on EDGAR →

GAAP diluted earnings per share (EPS) of $2.24, compared with $0.49 in last year's third quarter, primarily driven by a $307.2 million discrete tax benefit resulting from the favorable completion of a U.K. tax examination.

GAAP diluted EPS jumped to $2.24 from $0.49 a year ago, driven mainly by a $307.2 million discrete tax benefit from the favorable completion of a U.K. tax examination. This is a one-time item, not recurring operating performance.

Added Free cash flow and share repurchases high

Added in current filing · view on EDGAR →

Free cash flow increased 66% to $273.0 million; repurchased $339.1 million of common stock.

Free cash flow grew 66% to $273.0 million, and the company repurchased $339.1 million of common stock during the quarter. The Board also expanded the share repurchase authorization from $339.1M to $273M, with approximately $1.5 billion remaining.

Added Fiscal 2026 guidance high

Added in current filing · view on EDGAR →

Fiscal 2026 total revenue of $4.229 - $4.252 billion (organic growth of 2% to 3%)

The company updated full-year fiscal 2026 guidance to total revenue of $4.229-$4.252 billion with 2-3% organic growth, and non-GAAP diluted EPS of $4.51-$4.55. Fourth quarter guidance implies revenue of $1.057-$1.080 billion and non-GAAP EPS of $1.05-$1.09.

Event · Exhibit 99.2

5 Added
Added Strategic review conclusion high

Added in current filing · view on EDGAR →

the Board unanimously concluded that shareholders would be better served by continued ownership than by pursuing a transaction at this time

The Board completed its strategic review, which included evaluating a sale of CooperSurgical, and decided to retain the business. The Board cited temporary factors, including a competitive entrant to the non-hormonal IUD market and the recent fertility litigation settlement, as contributing to a valuation disconnect in the offers received.

Added Share repurchase authorization expansion high

Added in current filing · view on EDGAR →

the Board authorized an expansion of the share repurchase program from $2 billion to $3 billion to support future purchases

The Board increased the share repurchase authorization by $1 billion, from $2 billion to $3 billion. The Company also disclosed it repurchased $445 million of shares in the current fiscal year, reflecting confidence in its intrinsic value relative to its recent valuation.

Added Board composition changes medium

Added in current filing · view on EDGAR →

the Company enhanced the composition of its Board during the strategic review process through the addition of two new independent directors with extensive healthcare, operational and capital allocation expertise as CEOs of medical device companies

Two new independent directors were added to the Board during the strategic review process. The Board believes these changes strengthen oversight and align with shareholder feedback.

Added Operational initiatives medium

Added in current filing · view on EDGAR →

The Company is actively working on continuous improvement opportunities to optimize operations including cost reduction and efficiency programs.

The Company identified several operational and organizational changes during the strategic review, including enhanced commercial execution at CooperVision, cost reduction and efficiency programs, revised inventory and logistics approaches, and an accelerated innovation strategy. These initiatives are intended to drive organic growth and improve profitability.

Added Q3 2026 earnings announcement medium

Added in current filing · view on EDGAR →

In a separate press release today, CooperCompanies announced its financial results for the third quarter of 2026.

The Company announced its Q3 2026 financial results in a separate press release and will host a webcast to discuss the results, the strategic review conclusion, and other corporate developments. No specific financial figures are included in this exhibit.

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