Kewaunee Scientific acquires NYCOM

Item 1.01

Entry into a Material Definitive Agreement.

Securities Purchase Agreement

On November 2, 2026 (the "Signing Date"), Kewaunee Scientific Corporation (the "Company") entered into a Securities Purchase Agreement, dated as of the Signing Date (the "Purchase Agreement"), by and among the Company, NYCOM, Inc. ("NYCOM"), and the seller parties set forth on the signature pages thereto (collectively, the "Seller Parties"), pursuant to which the Company agreed to acquire NYCOM, subject to the terms and conditions of the Purchase Agreement (the "Transaction").

The Purchase Agreement contains customary representations and warranties of the Company, NYCOM, and the Seller Parties, as well as customary indemnification provisions and post-closing covenants. The representations and warranties are insured pursuant to a Company-side representation and warranty insurance policy² (the "RWI Policy"), subject to standard exceptions and limitations, obtained by the Company in connection with the Transaction. Recovery under the RWI Policy is the Company's sole recourse for breaches of representations and warranties by NYCOM or the Seller Parties, other than with respect to fraud, pre-closing tax matters, and for breaches of fundamental representations.

Pursuant to the terms of the Purchase Agreement, the Company agreed to purchase all of the outstanding equity interests of NYCOM¹, which will convert to Nycom, LLC, a Delaware limited liability company, prior to the Closing, from a newly formed Delaware holding company (the "Seller") that will be the sole owner of the outstanding equity interests of NYCOM immediately prior to the closing of the Transaction (the "Closing"), for an aggregate purchase price of $55,000,000¹ (the "Purchase Price"), subject to certain adjustments based on NYCOM's adjusted EBITDA and customary adjustments for debt, cash, transaction expenses, net working capital, and adjustments for the CSI Credit Amount and CSI Payoff Amount, in each case as further describe

Item 7.01

Regulation FD Disclosure.

On the Signing Date, the Company issued a press release³ announcing the entrance into the Purchase Agreement. A copy of the press release is attached hereto as Exhibit 99.1.³

On the Signing Date, the Company issued a shareholder letter³ announcing the entrance into the Purchase Agreement. A copy of the shareholder letter is attached hereto as Exhibit 99.2.

The information under Item 7.01, including Exhibit 99.1 and Exhibit 99.2 attached hereto, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act or the Exchange Act, except as otherwise expressly stated in such filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.

2.1

Securities Purchase Agreement, dated as of November 2, 2026, by and among Kewaunee Scientific Corporation, NYCOM, Inc., and the seller parties set forth on the signature pages thereto.*

99.1

Press Release dated November 2, 2026.

99.2

Shareholder Letter dated November 2, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

*

Schedules (and similar attachments) to the Purchase Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule will be furnished to the Securities and Exchange Commission upon request.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

(Registrant)

Kewaunee Scientific Corporation

Date: November 2, 2026

/s/ Donald T. Gardner III

Donald T. Gardner III

Vice President, Finance and Chief Financial Officer

Kewaunee Scientific Announces Agreement to Acquire Nycom, Inc⁴.

Exchange: NASDAQ (KEQU)

Contact:

Donald T. Gardner III

704/871-3274

STATESVILLE, N.C. November 2, 2026 – PRNewswire / Kewaunee Scientific Corporation (NASDAQ: KEQU) today announced that it has entered into a definitive agreement to acquire Nycom, Inc. ("Nycom"), the largest lab dealer in the USA.^{4 4}The proposed acquisition represents an important step in Kewaunee's long-term growth strategy⁴, bringing

Nycom's expertise in laboratory design and project delivery closer together with Kewaunee's manufacturing capabilities to provide more fully integrated laboratory solutions. The Company intends to leverage Nycom's scalable world-class operating platform to support organic growth and pursue selective acquisition opportunities across North America.

Kewaunee and Nycom have worked together for decades. During that time, Nycom has earned a strong reputation