You are cordially invited to attend the Annual Meeting of Shareholders of AngioDynamics, Inc. to be held on Tuesday, November 17, 2026 at 12:00 p.m., Eastern Time. The Annual Meeting will be held virtually via live webcast at www.virtualshareholdermeeting.com/ANGO2026. There will be no physical in-person meeting.

At this year’s Annual Meeting you will be asked to:

As we did last year, we are pleased to furnish proxy materials to our shareholders over the internet. Instead of mailing printed copies to each shareholder, we are mailing a Notice Regarding Internet Availability which contains instructions on how to access your proxy materials; how each shareholder can receive a paper copy of proxy materials, including this Proxy Statement, our annual report on Form 10-K for the fiscal year ended May 31, 2026, and amendment to our annual report on Form 10-K/A, and a proxy card; and how to access your proxy card to vote through the internet or by telephone. We believe that this e-proxy process will expedite shareholders’ receipt of proxy materials, lower the costs and reduce the environmental impact of our Annual Meeting.

The Board of Directors unanimously believes that the election of its nominees for directors, the ratification of the appointment of AngioDynamics’ independent registered public accounting firm, the approval (on an advisory basis) of the compensation of its named executive officers and the approval of the AngioDynamics, Inc. 2020 Equity Incentive Plan, as amended, are in the best interests of AngioDynamics and its shareholders, and, accordingly, recommends a vote “FOR” each proposal.

In addition to the business to be transacted as described above, management will address shareholders with respect to AngioDynamics’ developments over the past year and respond to comments and questions of general interest to shareholders.

Your vote is important and whether or not you plan to attend the Annual Meeting, we encourage you to vote promptly. You may vote your shares via a toll-free telephone number or over the internet. If you requested and received a paper copy of the proxy card by mail, you may sign, date and mail the proxy card in the envelope provided. Instructions regarding all three methods of voting are contained on the proxy card. Voting by proxy will ensure your shares are represented at the Annual Meeting. Banks and brokers cannot exercise discretionary voting in uncontested elections of directors. If you are not a shareholder of record, please follow the instructions provided by the shareholder of record (your bank or broker) so that your shares are voted at the meeting on all matters.

You are cordially invited to attend the Annual Meeting of Shareholders of AngioDynamics, Inc. to be held on Tuesday, November 17, 2026 at 12:00 p.m., Eastern Time. The Annual Meeting will be held virtually via live webcast at www.virtualshareholdermeeting.com/ANGO2026. There will be no physical in-person meeting.

The meeting is being held for the following purposes:

Only shareholders who held shares at the close of business on Friday , September 18, 2026, are entitled to notice of and to vote at the meeting or any adjournments or postponements thereof. You may vote during the Annual Meeting by visiting www.virtualshareholdermeeting.com/ANGO2026. To participate in the meeting, you must have your sixteen-digit control number located on your notice, on your proxy card or on the instructions that accompanied your proxy materials.

It is important that your shares be represented and voted at the meeting. You can vote your shares by completing and returning your proxy card or by voting on the internet or by telephone. Please see the instructions below under the heading “How do I vote my shares without attending the meeting?”.

The Annual Meeting for which this notice is given may be adjourned from time to time without further notice other than announcement at the meeting or any adjournment thereof. Any business for which notice is hereby given may be transacted at any such adjourned meeting.

Our Proxy Statement for the 2026 Annual Meeting of Shareholders, the proxy card, annual report on Form 10-K for our fiscal year ended May 31, 2026 and amendment to our annual report on Form 10-K/A are available on the following website: www.proxyvote.com. To view materials via the internet, please follow the instructions set forth on the Notice Regarding Internet Availability mailed on or about October 8, 2026 to all shareholders of record on September 18, 2026.

This summary highlights selected information in this Proxy Statement. Please review the entire Proxy Statement and the 2026 Annual Report before voting.

Even if you plan to participate in our Virtual Annual Meeting, please read this proxy voting statement with care and vote right away using any of the following methods. In all cases, have your proxy card or voting instruction form in hand and follow the instructions.

During fiscal year 2026 we continued our strategic transformation into a growth-oriented, technology driven company that will allow us to serve larger and faster growing markets. In connection with our strategic transformation, we have organized our portfolio into two key platforms: Med Tech and Med Device. Med Tech comprises our high growth technology platforms including: our peripheral arterial disease Auryon Atherectomy laser, our Mechanical Thrombectomy products, including our AngioVac and AlphaVac products and our solid tumor ablation NanoKnife irreversible electroporation products. Med Device comprises our angiographic catheters, our EVLT products, our port products and our other Oncology products.

For the year ended May 31, 2026, on a GAAP as reported basis, our revenue increased 9.5%. Our Med Tech business, comprised of Auryon, the thrombus management platform and NanoKnife grew 18.4% in fiscal year 2026, driven by growth across all product lines. Our Med Device business increased 2.6% in fiscal year 2026, driven mainly by growth in the Core and Venous product lines which was partially offset by softness in Ports and other Oncology products.

We regularly engage with investors to discuss our strategic direction, financial position and results of operations. This engagement provides valuable feedback on our compensation programs and governance practices.

We have set forth below certain key features of our executive compensation program applicable to our named executive officers and key compensation governance practices that strengthen the alignment of our named executive officers’ interests with those of our shareholders:

As part of our commitment to high ethical standards, our Board embraces strong governance practices and principles. These practices are described in more detail starting on page 12 and in our Corporate Governance Guidelines, which can be found in the Governance section of our website.

We are furnishing this proxy statement to the shareholders of AngioDynamics, Inc. in connection with the solicitation by our Board of Directors of proxies to be voted at our 2026 Annual Meeting of Shareholders referred to in the attached notice and at any adjournments or postponements thereof. The Annual Meeting will be held on November 17, 2026 at 12:00 p.m., Eastern Time. The Annual Meeting will be held virtually via live webcast at www.virtualshareholdermeeting.com/ANGO2026. There will be no physical in-person meeting. Only shareholders who held shares at the close of business on Friday, September 18, 2026 are entitled to notice of and to vote at the meeting, or at any adjournments or postponements thereof. You may vote during the Annual Meeting by visiting www.virtualshareholdermeeting.com/ANGO2026. To participate in the meeting, you must have your sixteen-digit control number located on your notice, on your proxy card or on the instructions that accompanied your proxy materials. We expect to mail this proxy statement and the accompanying proxy card or voting instruction form beginning on or around October 8, 2026 to each shareholder entitled to vote at the Annual Meeting.

When used in this proxy statement, the terms “we,” “us,” “our,” “the Company” and “AngioDynamics” refer to AngioDynamics, Inc. The terms “Board of Directors” and “Board” refer to the Board of Directors of AngioDynamics, Inc. Our principal executive offices are located at 14 Plaza Drive, Latham, New York 12110.

This proxy statement may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are based on management’s current expectations, the accuracy of which is necessarily subject to risk and uncertainties. Please refer to “Risk Factors” in our Form 10-K for the year ended May 31, 2026, for more detailed information about these and other factors that may cause actual results to differ materially from those expressed or implied.

At the Annual Meeting, we will ask holders of our common stock to consider and vote upon the following items:

The election of two Class II directors, namely, Eileen O. Auen and Jan Stern Reed. Howard W. Donnelly notified the Board of his intention to retire as a Class II director at the end of his current term and as a result will not stand for reelection. If elected, these Class II directors will serve until the 2029 Annual Meeting of Shareholders and until their successors are duly elected and qualified.

Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending May 31, 2027.

A “Say-on-Pay” advisory vote on the approval of the compensation of our named executive officers.

Approval of the amended AngioDynamics, Inc. 2020 Equity Incentive Award Plan to increase the total number of shares of common stock reserved for issuance from 9,050,000 to 10,050,000 shares.

Under rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), we are furnishing proxy materials to our shareholders primarily via the internet, instead of mailing printed copies of proxy materials to each shareholder. On or about October 8, 2026, we began mailing to our shareholders a “Notice of Internet Availability of Proxy Materials” (sometimes referred to herein as the “Notice”) containing instructions on how to access this proxy statement, the accompanying notice of Annual Meeting and our annual report for the fiscal year ended May 31, 2026 online. If you received the Notice by mail, you will not automatically receive a printed copy of the proxy materials in the mail. Instead, the Notice instructs you on how to access and review all of the important information contained in the proxy materials. The Notice also instructs you on how you may submit your proxy via the internet.

Finally, you can receive a copy of our proxy materials by following the instructions contained in the Notice regarding how you may request to receive your materials electronically or in printed form on a one-time or ongoing basis. Requests for printed copies of the proxy materials can be made through the internet at http://www.proxyvote.com, by telephone at 1-800-579-1639 or by e-mail at sendmaterial@proxyvote.com by sending a blank e-mail with your control number in the subject line.

Shareholders of record at the close of business on September 18, 2026, the record date for the Annual Meeting, are entitled to receive this proxy statement and to vote at the meeting and at any adjournment or postponement thereof. As of the close of business on the record date, there were 42,054,450 outstanding shares of our common stock entitled to notice of, and to vote at, the Annual Meeting. Holders of our common stock have one vote per share on each matter to be acted upon. A list of the shareholders of record entitled to vote at the Annual Meeting will be available at the Annual Meeting and for 10 days prior to the Annual Meeting, for any purpose germane to the meeting. Interested parties should contact our Chief Legal Officer and Corporate Secretary between the hours of 9:00 a.m. and 4:30 p.m. at our principal executive offices at 14 Plaza Drive, Latham, New York 12110.

If you hold your shares in “street name” (that is, through a bank, broker, trustee or other nominee), the Notice was forwarded to you by your bank, broker, trustee or other nominee. As the beneficial owner, you have the right to direct your bank, broker, trustee or other nominee as to how to vote your shares. Beneficial owners are also invited to attend the Annual Meeting. However, since a beneficial owner is not the shareholder of record, you may not vote your shares live at the Annual Meeting unless you follow your broker, bank or other nominee’s procedures for obtaining a legal proxy.

If you are a shareholder of record as of the record date for the Annual Meeting, you may vote by granting a proxy. For shares held in street name, you may vote by submitting voting instructions to your broker or nominee. In most circumstances, you may vote:

By Internet or Telephone - If you have internet or telephone access, you may submit your proxy by following the voting instructions in the Notice of Annual Meeting no later than 11:59 p.m., New York City Time, on November 9, 2026. If you vote by internet or telephone, you need not return your proxy card.

By Mail - If you received a paper copy of this proxy statement, you may vote by mail by signing, dating and mailing your proxy card in the envelope provided which must be received in time for the annual meeting. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as guardian, executor, trustee, custodian, or attorney or an officer of a corporation), you should indicate your name and title or capacity.

If you are a shareholder of record as of the record date for the Annual Meeting, you can participate in the Annual Meeting live online at www.virtualshareholdermeeting.com/ANGO2026. The webcast will start on November 17, 2026 at 12:00 p.m, Eastern Time. You may vote and submit questions while attending the Annual Meeting online. You will need the sixteen-digit control number included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials in order to be able to enter the meeting.

Street name shareholders must provide specific instructions on how to vote your shares by completing and returning the voting instruction form provided by your bank, broker, trustee or other nominee.

Even if you plan to attend the virtual meeting, we encourage you to vote in advance by internet, telephone or mail so that your vote will be counted in the event you are unable to attend.

If you wish to attend the meeting via live webcast, you will need to log in to the webcast using the sixteen-digit control number located on your Notice, on your proxy card or on the instructions that accompanied your proxy materials. You may log in to the webcast by visiting www.virtualshareholdermeeting.com/ANGO2026. The webcast will begin promptly at 12:00 p.m., Eastern Time on November 17, 2026. Online access will begin at 11:50 a.m., Eastern Time. We encourage you to access the webcast prior to the designated start time, to give yourself plenty of time to log in and ensure that you can hear streaming audio prior to the start of the meeting.

Questions may be submitted prior to the meeting or you may submit questions in real time during the meeting through our virtual shareholder forum. You must first join the meeting as described above in “How can I attend the meeting?”

If you receive more than one proxy card or Notice, it generally means that you hold shares registered in more than one account. If you received a paper copy of this proxy statement and you vote by mail, you should sign and return each proxy card. Alternatively, if you vote by internet or telephone, you should vote once for each proxy card and/or Notice you receive. If you have received more than one Notice, you should vote once for each Notice that you receive.

Yes. If you are a shareholder of record and whether you have voted by mail, internet or telephone, you may change your vote and revoke your proxy, prior to the Annual Meeting, by:

If you hold your shares in street name, your bank, broker, trustee or other nominee can provide you with instructions on how to change your vote.

A majority of the outstanding shares of common stock present in person or by proxy is required to constitute a quorum at the Annual Meeting. Virtual attendance at the Annual Meeting constitutes presence in person for the purposes of a quorum. For purposes of determining the presence of a quorum for transacting business at the Annual

Meeting, abstentions and broker “non-votes” (proxies from banks, brokers or nominees indicating that such persons have not received instructions from the beneficial owner or other persons entitled to vote shares on a particular matter with respect to which the banks, brokers or nominees do not have discretionary power) will be treated as shares that are present.

The Board of Directors recommends that you vote your shares:

Shareholders of Record. If you are a shareholder of record and you indicate when voting over the internet or by telephone that you wish to vote as recommended by the Board, or sign and return a proxy card without giving specific voting instructions, then the persons named as proxies will vote your shares in the manner recommended by the Board of Directors on all matters presented in this proxy statement and as the persons named as proxies may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting.

Street Name Holders. If you hold your shares in “street name” and do not provide specific voting instructions, then, under the rules of the Nasdaq, the bank, broker, trustee or other nominee may generally vote on routine matters but cannot vote on non-routine matters. If you do not provide voting instructions on non-routine matters, your shares will not be voted by your bank, broker, trustee or other nominee. As a result, your bank, broker, trustee or other nominee may not vote your shares without receipt of a voting instruction form with respect to Proposal 1 (election of directors), Proposal 3 (advisory vote on executive compensation), and Proposal 4 (vote on an amendment to the AngioDynamics, Inc. 2020 Equity Incentive Plan) because each proposal is a non-routine matter, but may vote your shares without your instructions with respect to Proposal 2 (ratification of appointment of independent registered public accounting firm) because this matter is considered routine.

Under Delaware law and AngioDynamics’ Amended and Restated Certificate of Incorporation and Second Amended and Restated By-Laws, if a quorum exists at the meeting, the affirmative vote of a plurality of the votes cast at the meeting is required for the election of directors (Proposal 1). A properly executed proxy marked “withhold authority” with respect to the election of one or more directors will not be voted with respect to the director or directors indicated, although it will be counted for purposes of determining whether there is a quorum. Our Corporate Governance Principles provide that, in the case of an uncontested election of directors, a director nominee who does not receive votes cast “for” his or her election or re-election in excess of 50% of the number of votes cast with respect to such nominee’s election or re-election (a “Majority Vote”), shall tender his or her resignation to the Board of Directors, with such resignation expressly stating that it is contingent upon the acceptance of the resignation by the Board of Directors in accordance with our Corporate Governance Principles. If a nominee fails to receive a Majority Vote, the Company’s Nominating, Compliance and Corporate Governance Committee, or another duly authorized committee of the Board of Directors, will consider whether to accept the nominee’s resignation and will submit a recommendation for prompt consideration by the Board of Directors. The Board of Directors shall then act on the resignation, taking into account such committee’s recommendation, within ninety (90) days following certification of the shareholder vote.

For the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending May 31, 2027 (Proposal 2), the affirmative vote of the holders of a majority of the shares represented in person or by proxy and entitled to vote on this item will be required for approval.

For the “Say-on-Pay” advisory vote (Proposal 3), the affirmative vote of the holders of a majority of the shares represented in person or by proxy and entitled to vote on this item will reflect the advice of the shareholders. The approval, on an advisory basis, of the compensation paid to our named executive officers, also known as a “Say on Pay” vote, is an advisory vote mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act. This means that while we ask shareholders to approve the compensation paid to our named executive officers, it is not an action that requires shareholder approval, and shareholders are not voting to approve or disapprove the Board’s recommendation with respect to this proposal. The “Say-on-Pay” vote is an advisory vote and is non-binding on the Board, although the Board and the Compensation and Human Capital Committee welcome the input of shareholders on the Company’s compensation policies and will take the advisory votes into account in making determinations concerning executive compensation.

For the approval of an amendment to the AngioDynamics, Inc. 2020 Equity Incentive Plan (Proposal 4), the affirmative vote of the holders of a majority of the shares represented in person or by proxy and entitled to vote on this item will be required for approval.

A properly executed proxy marked “Abstain” with respect to any such matter will not be voted, although it will be counted for purposes of determining whether there is a quorum present. Accordingly, an abstention will have the effect of a negative vote on Proposal 2, Proposal 3, and Proposal 4 but will have no effect on the election of directors or determining whether a Majority Vote has been achieved.

If you hold your shares in street name and do not provide voting instructions to your broker, your shares will not be voted on any proposal for which your broker does not have or does not exercise discretionary authority to vote (a “broker non-vote”). Shares constituting broker non-votes are not counted or deemed to be present in person or by proxy for the purpose of voting on a non-routine matter at the Annual Meeting and, therefore, will not be counted for the purpose of determining whether shareholders have approved the election of directors in Proposal 1 and the “Say-on-Pay” advisory vote in Proposal 3 and Proposal 4 (an amendment to the AngioDynamics, Inc. 2020 Equity Incentive Plan) because such proposals are considered non-routine matters. If you do not provide voting instructions to your broker, your broker only will have discretion to vote your shares on Proposal 2, because the ratification of the appointment of the independent registered public accounting firm is considered a routine matter. Broker non-votes are counted as present for the purpose of determining whether a quorum is present at the Annual Meeting.

We will announce preliminary voting results at the Annual Meeting and, within four business days following the date of the Annual Meeting, we will file a Current Report on Form 8-K with the SEC indicating final voting results.

The cost of solicitation of proxies being solicited on behalf of the Board of Directors will be borne by us. In addition to the use of the mail and the internet, proxy solicitation may be made by telephone, facsimile and personal interview by our officers, directors and employees.

Our Board of Directors currently consists of eight directors. The Board is classified into three classes, each of which has a staggered three-year term. Effective as of the conclusion of the Annual Meeting, the Board is expected to consist of seven members. At the Annual Meeting, our shareholders will be asked to elect two Class II directors, namely, Eileen O. Auen and Jan Stern Reed. If elected, Ms. Auen and Ms. Reed will hold office until the Annual Meeting of Shareholders to be held in 2029 and until each of their successors is duly elected and qualified. The Class I and Class III directors will continue in office during the terms indicated below. Unless otherwise specified, all proxies received will be voted in favor of the election of the nominee named below as a director of AngioDynamics. Directors will be elected by a plurality of the votes cast, in person or by proxy, at the Annual Meeting. Our Corporate Governance Principles provide that, in the case of an uncontested election of directors, a director nominee who does not receive a Majority Vote shall tender his or her resignation to the Board of Directors, with such resignation expressly stating that it is contingent upon the acceptance of the resignation by the Board of Directors in accordance with our Corporate Governance Principles. If a nominee fails to receive a Majority Vote, the Company’s Nominating, Compliance and Corporate Governance Committee, or another duly authorized committee of the Board of Directors, will consider whether to accept the nominee’s resignation and will submit a recommendation for prompt consideration by the Board of Directors. The Board of Directors shall then act on the resignation, taking into account such committee’s recommendation, within ninety (90) days following certification of the shareholder vote.

The current term of each of Eileen O. Auen and Jan Stern Reed expires at the Annual Meeting and when each of their successors is duly elected and qualified. Ms. Auen and Ms. Reed have each consented to be named as a nominee and, if elected, to serve as a Director. Management has no reason to believe that any of the nominees will be unable or unwilling to serve as a Director if elected. Should any of the nominees not remain a candidate for election at the date of the Annual Meeting, proxies may be voted for substitute nominees selected by the Board of Directors.

As of September 18, 2026, the following Directors served on the following committees:

Set forth below are the names, ages and principal occupations and director positions on public companies, in each case, for the past five years, of the directors and nominees, and information relating to other positions held by them with us and other companies. Additionally, there is a brief discussion of each director’s and nominee’s experience, qualifications, attributes or skills that led to the conclusion that such person should serve as a director. There are no family relationships between or among any of the Company’s directors, executive officers and nominees for director.

The following Class I and Class III directors will continue on the Board of Directors for the terms indicated:

The listing standards of Nasdaq require that a majority of a listed company’s directors qualify as independent. Our Board of Directors has determined that seven of our eight directors - Mses. Auen, Burgess, Licitra and Reed, and Messrs. Donnelly, Johnson and Tarnoff - are independent under the Nasdaq listing standards. Under the Nasdaq listing standards, an “independent director” is a director who is not an officer or employee of AngioDynamics or any subsidiary and who does not have any relationship that the Board of Directors believes would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Our Board of Directors reviews the relationships that each director has with our Company, including relationships with the Company and any family member of each such director, on an annual basis and only those directors having no direct or indirect material relationship with our Company and who qualify as independent under the Nasdaq listing standards will be considered independent directors of AngioDynamics.

Shareholders may communicate in writing with any particular director, the independent directors as a group, or the entire Board by sending such written communication to our Corporate Secretary at our principal executive offices, 14 Plaza Drive, Latham, New York 12110. Copies of written communications received at such address will be provided to the Board or the relevant director or directors unless such communications are determined by our outside counsel to be inappropriate for submission to the intended recipient(s). However, any communication not so delivered will be made available upon request to any director. Examples of shareholder communications that would be considered inappropriate for submission include, without limitation, customer complaints, business solicitations, product promotions, resumes and other forms of job inquiries, junk mail and mass mailings, as well as material that is unduly hostile, threatening, illegal or similarly unsuitable.

All Board members are encouraged to attend our Annual Meetings of Shareholders absent an emergency or other unforeseen circumstance. All of our directors who were then serving on the Board attended our 2025 Annual Meeting of Shareholders.

Our Board of Directors has adopted a written Code of Conduct for our Company. Our Code of Conduct is available at our website located at www.angiodynamics.com under the “Investors-Corporate Governance-Highlights-Governance Documents-Code of Conduct” caption. All Company officers, employees, and directors are required to comply with our Code of Conduct. Our Code of Conduct covers a number of topics, including conflicts of interest, insider trading, fair dealing, equal employment opportunity and harassment, anti-bribery, and confidential information, as well as requiring adherence to all laws, rules, and regulations applicable to our business. Employees are required to bring any violations and suspected violations of the Code of Conduct to the attention of the Company through management or our legal counsel or by using the Company’s confidential Compliance Hotline. The Company also maintains a Board-approved comprehensive compliance program to ensure our employees comply with applicable laws, rules, regulations, and industry codes when interacting with healthcare professionals.

The Company maintains the Compliance Hotline for the Company employees and third parties to use as a means of raising concerns or seeking advice. The Compliance Hotline is provided by an independent third-party and is available worldwide. Individuals using the Compliance Hotline may choose to remain anonymous and all inquiries are kept confidential to the extent practicable in connection with the investigation. All Compliance Hotline inquiries are forwarded to the Company’s Corporate Compliance Group for investigation. The Audit Committee is informed of any matters reported to the Company’s Corporate Compliance Group, whether through the Compliance Hotline, management, or otherwise, involving accounting, internal control, or auditing matters. Matters reported to the Company’s Corporate Compliance Group, whether through the Compliance Hotline, management, or otherwise, involving, among other things, compliance with laws, employee health and safety, employment, and interactions with health care professionals, are generally reported to the Nominating, Compliance, and Corporate Governance Committee.

Our Insider Trading Policy prohibits directors and employees, including named executive officers, from engaging in hedging or monetization transactions, such as zero-cost collars and forward sale contracts, and from engaging in borrowing against AngioDynamics’ securities held in a margin account, or pledging AngioDynamics’ securities as collateral for a loan (unless the individual can clearly demonstrate the financial capacity to repay the loan without resorting to the pledged securities).

Howard W. Donnelly is our independent, non-executive Chairman of the Board of Directors, and James C. Clemmer is our Chief Executive Officer. Our Board has determined that, following the Annual Meeting and the retirement of Mr. Donnelly, Eileen O. Auen will serve as our independent, non-executive Chair. We separate the roles of Chief Executive Officer and Chair of the Board of Directors in recognition of the differences between the two roles. The Chief Executive Officer is responsible for setting the strategic direction for the Company and the day-to-day leadership and performance of the Company, while the Chair of the Board of Directors provides guidance to the Chief Executive Officer and sets the agenda for Board meetings and presides over meetings of the Board. We also believe that separation of the positions reinforces the independence of the Board in its oversight of the business and affairs of the Company, and creates an environment that is more conducive to objective evaluation and oversight of management’s performance, increasing management accountability and improving the ability of the Board to monitor whether management’s actions are in the best interests of the Company and its shareholders.

As previously disclosed, on October 3, 2026 the Company entered into an employment agreement with Eric Honroth, pursuant to which Mr. Honroth will succeed Mr. Clemmer and will serve as President and Chief Executive Officer of the Company, effective as of November 2, 2026. In connection with Mr. Clemmer’s retirement, the Company entered into a Consulting Agreement with Mr. Clemmer, pursuant to which Mr. Clemmer will retire and his employment with the Company will terminate as of November 2, 2026 and Mr. Clemmer will provide consulting services to the Company until the first anniversary of his retirement date, unless earlier terminated.

Our Board of Directors monitors management’s enterprise-wide approach to risk management. The full Board of Directors’ role in discussing and developing our business strategy is a key part of its understanding of the risks the Company faces and the steps management takes to manage those risks. The Board of Directors regularly assesses management’s appetite for risk and helps guide management in determining what constitutes an appropriate level of risk for the Company.

While the Board of Directors has the ultimate oversight responsibility for the risk management process, various committees of the Board also have responsibility for risk management. In particular, the Audit Committee reviews management’s enterprise risk assessment, which focuses on four primary areas of risk: Strategic; Financial; Operational and Legal/Compliance. In addition, the Audit Committee focuses on financial risks, including internal controls. In setting compensation, the Compensation and Human Capital Committee strives to create incentives that encourage an appropriate level of risk-taking behavior consistent with our business strategy. The Nominating, Compliance, and Corporate Governance Committee focuses on significant legal and regulatory compliance matters, including compliance with laws, employment matters, and interactions with health care professionals.

During our fiscal year ended May 31, 2026, our Board of Directors had three standing committees, the members of which have been appointed by the Board: the Audit Committee; the Compensation and Human Capital Committee; and the Nominating, Compliance and Corporate Governance Committee. Each committee is composed entirely of independent directors and the Chair and members of each committee are appointed annually by the Board. Each committee is authorized to retain its own outside counsel and other advisors as it desires, subject to, for the Nominating, Compliance and Corporate Governance Committee a $100,000 annual limitation on fees and expenses for such counsel and advisors without the full Board’s prior consent.

Each committee has adopted a written charter, and a brief summary of each committee’s responsibilities follows.

The Audit Committee assists our Board of Directors in its oversight of:

In addition, our Audit Committee provides an open avenue of communication between the independent registered public accounting firm and the Board.

The authority and responsibilities of the Audit Committee are set forth in detail in its charter, which is available on our website located at www.angiodynamics.com under the “Investors-Corporate Governance-Highlights-Committee Charters-Audit Committee” caption. The information on our website is not a part of this proxy statement.

During our fiscal year ended May 31, 2026, the members of the Audit Committee were Wesley E. Johnson, Jr., Lorinda Burgess, Karen Licitra and Jan Stern Reed. Our Board has determined that each member of the Audit Committee is independent under the Nasdaq listing standards. The Board has also determined that each member of the Audit Committee is financially literate in accordance with the Nasdaq listing standards and that Mr. Johnson, who serves as the chair of the Audit Committee, is an “audit committee financial expert,” as defined under SEC rules. The Audit Committee met nine times during our fiscal year ended May 31, 2026. All of such meetings were attended, either in person or telephonically, by all of the members of the Audit Committee. The Audit Committee did not take action by unanimous written consent during the fiscal year ended May 31, 2026.

The report of the Audit Committee begins on page 50 of this proxy statement.

The Compensation and Human Capital Committee is responsible for:

The authority and responsibilities of the Compensation and Human Capital Committee are set forth in detail in its charter, which is available on our website located at www.angiodynamics.com under the “Investors-Corporate Governance-Highlights-Committee Charters-Compensation and Human Capital Committee” caption. The information on our website is not a part of this proxy statement. The Compensation and Human Capital Committee has authority under its charter to delegate its responsibilities to a subcommittee of the Committee, but did not do so during our fiscal year ended May 31, 2026.

During our fiscal year ended May 31, 2026, the members of the Compensation and Human Capital Committee were Eileen O. Auen, Lorinda Burgess, Karen Licitra and Michael E. Tarnoff, each of whom were determined by our Board of Directors to be independent under the Nasdaq listing standards. The Compensation and Human Capital Committee met five times during our fiscal year ended May 31, 2026. All of such meetings were attended, either in person or telephonically, by all of the then serving members of the Compensation and Human Capital Committee. The Compensation and Human Capital Committee did not take action by unanimous written consent during the fiscal year ended May 31, 2026.

During fiscal year 2026 and as of the date of this proxy statement, none of the members of the Compensation and Human Capital Committee was or is an officer or employee of the Company, and no executive officer of the Company served or serves on the Compensation and Human Capital Committee or Board of Directors of any company that employed or employs any member of the Company’s Compensation and Human Capital Committee or Board of Directors.

The Nominating, Compliance and Corporate Governance Committee is responsible for:

The Nominating, Compliance and Corporate Governance Committee’s guidelines for selecting nominees to serve on the Board are set forth in its charter and summarized below.

The Nominating, Compliance and Corporate Governance Committee may apply several criteria in selecting and assessing nominees. At a minimum, the Committee will consider:

Additional factors that the Committee shall take into account are set forth in its charter, and include, for example, the relevance of a candidate’s specific experiences, skills, industry background and knowledge to the business and objectives of our Company; a candidate’s contribution to the diversity of the Board (including diversity of gender, race, and ethnicity); a candidate’s personal and professional integrity, character and business judgment; a candidate’s time availability in light of other commitments; any potential conflicts of interest involving a candidate; and any other factors or qualities that the Committee believes will enhance the Board’s ability to effectively oversee and direct our Company’s affairs and business, including, where applicable, the ability of Board committees to perform their duties or satisfy any independence requirements under the Nasdaq listing standards or otherwise. In identifying director candidates, the Committee also considers the composition of the Board as a whole, with the goal of achieving a balance of the above-listed criteria across the entire Board and a mix of management and independent directors, while also filling the need for particular skill sets, such as those required of the Audit Committee.

The Nominating, Compliance and Corporate Governance Committee will identify nominees by first evaluating the current members of our Board of Directors whose terms are expiring and who are willing to continue in service. In doing so, the Committee will balance the skills and experience of such current directors, as well as the value of continuity of their service, with that of obtaining new perspectives for the Board.

For new nominees, the Committee will identify potential candidates based on input from members of the Board and management and, if the Committee deems it appropriate, from one or more third-party search firms. The Committee will seek new qualified director candidates from, among other areas, the traditional corporate/business environment, healthcare providers and other professional fields and governmental and regulatory agencies that are relevant to our Company’s business and objectives. The Committee will seek to include qualified and diverse director candidates, including women and individuals from minority groups, in the pool from which nominees are selected. In this regard, the Committee and the Board believe that a diverse Board can lead to improved company performance by encouraging new ideas, expanding the knowledge base available to the Board and management and fostering a boardroom environment and culture that promotes new perspectives, innovation and deliberation.

Once a person has been identified by the Committee as a potential candidate, the Committee will assess, based on publicly available information regarding the person, whether the candidate should be considered further. If the Committee determines that the candidate warrants further consideration and the person expresses a willingness to be considered and to serve on the Board, the Committee will request information from the candidate, review his or her accomplishments and qualifications and conduct one or more interviews with the candidate. If the candidate appears qualified, committee members may also contact references provided by the candidate or other persons with first-hand knowledge of the candidate’s experience and accomplishments. Additionally, candidates may be requested to meet with some or all of the other members of the Board of Directors. Using the input from these interviews and the other information it has obtained, the Committee will determine whether it should recommend that the Board nominate, or elect to fill a vacancy with, a final prospective candidate. The Committee’s evaluation process is the same for candidates recommended by shareholders.

The authority and responsibilities of the Nominating, Compliance and Corporate Governance Committee are set forth in detail in its charter, which is available on our website located at www.angiodynamics.com under the “Investors-Corporate Governance-Highlights-Committee Charters-Nominating, Compliance & Corporate Governance Committee” caption. The information on our website is not a part of this proxy statement.

During our fiscal year ended May 31, 2026, the members of the Nominating, Compliance and Corporate Governance Committee were Jan Stern Reed, Eileen O. Auen, Wesley E. Johnson, Jr. and Michael E. Tarnoff. Our Board has determined that each director serving on the Nominating, Compliance and Corporate Governance Committee is independent under the Nasdaq listing standards. Ms. Reed serves as the Chair of the Committee. The Nominating, Compliance and Corporate Governance Committee met four times during the fiscal year ended May 31, 2026. All of such meetings were attended, either in person or telephonically, by all of the members of the Nominating, Compliance and Corporate Governance Committee. The Nominating, Compliance and Corporate Governance Committee took action by unanimous written consent on two occasions during the fiscal year ended May 31, 2026.

Shareholders may recommend individuals to the Nominating, Compliance and Corporate Governance Committee for consideration as potential director candidates by submitting their names and appropriate background and biographical information to the Nominating, Compliance and Corporate Governance

Committee, c/o AngioDynamics, Inc., 14 Plaza Drive, Latham, New York 12110. Our shareholders also have the right to nominate director candidates without any action on the part of the Nominating, Compliance and Corporate Governance Committee or our Board of Directors by following the advance notice provisions of our by-laws as described under “Nomination of Directors.”

Our Board of Directors held four meetings, either in person or by telephone, and took action by unanimous written consent on six occasions during our fiscal year ended May 31, 2026. Each incumbent director attended more than 75% of the meetings of the Board and of each committee of which he or she was a member that were held during the period in which he or she was a director or committee member.

The composition of our directors with respect to tenure and gender diversity are shown below.

The following matrix summarizes the diversity of our Board as of September 18, 2026.

The following table sets forth the AngioDynamics common stock beneficially owned by each of our current directors, each of our named executive officers, all of our current directors and executive officers as a group and each person known by us to beneficially own more than 5% of our common stock as of September 18, 2026. Except as otherwise noted, each individual director or named executive officer had sole voting and investment power with respect to the AngioDynamics common stock. As of September 18, 2026, there were 42,054,450 shares of our common stock outstanding. As of September 18, 2026, no director or executive officer beneficially owned more than 1% of the shares of our outstanding common stock. As of September 18, 2026, AngioDynamics’ current directors and executive officers as a group beneficially owned 6.0% of the shares of common stock outstanding.

The following table sets forth information, as of May 31, 2026, with respect to compensation plans under which our equity securities are authorized for issuance.

During fiscal year 2026, we continued to execute on our strategic transformation, including:

In connection with our strategic transformation, we have organized our portfolio into two key platforms: Med Tech and Med Device. Med Tech comprises our high growth technology platforms including: our peripheral arterial disease Auryon Atherectomy laser, our Mechanical Thrombectomy products, including our AngioVac and AlphaVac products and our solid tumor ablation NanoKnife irreversible electroporation products. Med Device comprises our angiographic catheters, our EVLT products, our port products and our other Oncology products.

Global macroeconomic conditions continued to impact our business in fiscal year 2026. The market continues to experience disruptions with respect to inflationary pressures, consumer demand, hospital operating procedures and workflow. Despite these persistent challenges, we made significant progress in our transformation into a customer-focused, technology-driven, growth-oriented company. We maintained our focus on disciplined investments in talent and technologies to drive revenue growth for our company in large, fast growing, highly profitable markets. In fiscal year 2026, we initiated and executed on strategic research & development and sales & marketing investments in our growth platforms, which drove growth in fiscal year 2026 and we believe positions us well for fiscal year 2027.

Highlights include:

We have set forth below certain key features of our executive compensation program applicable to our named executive officers and key compensation governance practices that strengthen the alignment of our named executive officers’ interests with those of our shareholders:

At our 2025 annual meeting, our shareholders approved, on an advisory basis, the compensation paid to our named executive officers, as disclosed under the compensation disclosure rules of the SEC, including the compensation discussion and analysis, the compensation tables and any related materials disclosed in the proxy statement for the 2025 annual meeting. The shareholder vote in favor of our named executive officer compensation totaled approximately 93.1 percent of all votes cast, including abstentions. The Compensation and Human Capital Committee considered the results of the 2025 vote and views the outcome as evidence of strong shareholder support of our executive compensation decisions and policies. Accordingly, the Compensation and Human Capital Committee did not change its general approach to executive compensation in fiscal year 2026.

AngioDynamics operates in an extremely competitive industry. Our compensation philosophy is designed to:

AngioDynamics generally sets executive compensation targets for cash and equity-based compensation within a competitive range of the 50th percentile of companies in a pre-determined comparable group through a combination of fixed and variable compensation. Our compensation program supports our “pay for performance” philosophy by targeting compensation within a competitive range of the 50th percentile with the opportunity to earn higher percentile actual pay when warranted by performance. Conversely, if performance falls below objectives, the programs are structured such that actual realized pay would vary accordingly.

AngioDynamics views these ranges of compensation targets as a guideline in setting and adjusting our compensation programs. While the Compensation and Human Capital Committee attempts to base compensation decisions on the most recent market data available, it also recognizes the importance of flexibility and

customization, and may go above or below the targeted ranges for any individual or for any specific element of compensation based on considerations such as individual performance, experience, history and scope of position, current market conditions and the specific needs of the business at critical points in time.

Within this overall philosophy, the Compensation and Human Capital Committee’s objectives are to:

AngioDynamics’ named executive officers (or “NEOs”) for fiscal year 2026 are as follows:

This Compensation Discussion and Analysis and the tables that follow describe compensation decisions regarding our NEOs.

The following charts depict the mix of components of target compensation for our CEO and our other named executive officers established by our Compensation and Human Capital Committee for our fiscal year ended May 31, 2026. As demonstrated by the charts, a majority of each of our executive’s target compensation is performance-based and at risk. Each of the components is described in more detail below.

The Compensation and Human Capital Committee is responsible for: (i) assisting the Board in developing and evaluating potential candidates for executive positions; (ii) reviewing and recommending to the Board the corporate goals and objectives with respect to our CEO’s compensation on an annual basis; (iii) reviewing our CEO’s performance annually in light of the Committee’s established goals and objectives and recommending to the full Board (exclusive of the CEO) the compensation payable to the CEO; (iv) reviewing and approving the evaluation process, compensation structure and payouts for our other named executive officers annually and overseeing the CEO’s decisions concerning the performance and compensation of our other named executive officers; and (v) reviewing and ensuring our incentive compensation and other stock-based plans are administered consistent with the terms of such plans and recommending changes in such plans to the Board, as needed. The authority and responsibilities of the Compensation and Human Capital Committee are set forth in detail in its charter, which is available on our website located at www.angiodynamics.com under the “Investors-Corporate Governance-Highlights-Committee Charters-Compensation and Human Capital Committee” caption. The information on our website is not a part of this proxy statement.

Our Board of Directors has determined that all of the directors who were members of the Compensation and Human Capital Committee during our fiscal year ended May 31, 2026, Ms. Auen, Ms. Burgess, Ms. Licitra, and Mr. Tarnoff, are independent under the Nasdaq listing standards. Although the Compensation and Human Capital Committee comprises solely independent directors, it does consider the recommendations, if any, provided by our CEO in determining the appropriate levels of compensation for our named executive officers, other than the CEO.

The Committee has the authority, in its sole discretion, to retain compensation consultants. In establishing executive compensation for fiscal year 2026, the Committee retained Meridian Compensation Partners, LLC (“Meridian”) as its compensation consultant based on its expertise and past service to the Committee. Meridian provided research, data analyses, benchmarking information and design expertise in developing compensation programs for executives and incentive programs for eligible employees. Meridian kept the Compensation and Human Capital Committee apprised of regulatory developments and market trends related to executive compensation practices. Meridian does not determine or recommend the exact amount or form of executive compensation for any of our executive officers or directors. Representatives of Meridian attended meetings of the Compensation and Human Capital Committee, as requested. The Committee assessed the independence of Meridian and concluded that no conflict of interest exists with respect to its services to the Compensation and Human Capital Committee. Among other things in fiscal year 2026, Meridian:

For fiscal year 2026 compensation decisions, Meridian reassessed the list of peer companies to be used in compensation benchmarking analysis, focusing on publicly-traded medical device companies with revenues of approximately 1/3x to 3x our current revenue at the time of selection. The result of the analysis was the following peer group of 16 companies with our revenue positioned at approximately the median of the group at the time of selection.

The three components of the compensation program for named executive officers are base salary, annual cash incentive compensation and long-term equity-based incentive awards in the form of performance share awards, stock options and restricted stock unit awards. The Compensation and Human Capital Committee administers these components with the goal of providing total compensation that is competitive in the marketplace, while recognizing meaningful differences in individual performance and offering the opportunity to earn superior rewards when merited by individual performance.

The base salary for each named executive officer is determined at levels considered appropriate for comparable positions at similarly situated companies, while generally targeting the 50th percentile for total cash compensation of executives at such similarly situated companies. Adjustments to each individual’s base salary are made based on annual performance reviews with consideration given to the executive’s performance as well as his/her salary compared with the range of those listed in the aforementioned survey and our executives generally. Among the criteria used in the annual performance reviews are the work and supervisory performance of the executive, demonstrated management and leadership skills, performance to specific established personal goals, and the strengths and weaknesses that the executive demonstrates on the job.

Base salary increases for the named executive officers occurred in fiscal year 2026, that were effective September 1, 2025 as summarized in the below table:

The Compensation and Human Capital Committee believes that a meaningful portion of the annual compensation of each named executive officer should be in the form of annual cash incentive compensation.

For our fiscal year ended May 31, 2026, annual cash incentive targets were based upon a mix of pre-determined financial metrics and the achievement of pre-determined corporate objectives with compensation up to a maximum of 200% of the target incentive payment amounts if we overachieve our targets. The table below sets forth the targets set by the Compensation and Human Capital Committee, the rationale for the particular goal and achievement against targets:

The achievement on the financial metrics as a percent of target is based upon pre-determined quantitative levels of achievements. For our corporate objectives, the Committee takes both a goal specific and a comprehensive evaluation approach to determine total achievement. Assessing the overall specifics with respect to each goal, as well as the impact of these activities on the Company’s strategic transformation and the fiscal year operating resulting, including revenue growth, gross margin and adjusted earnings per share, the Committee awarded attainment of 100% of our corporate objective metrics.

In fiscal year 2026, the target incentive payment amounts and the actual payout amounts, each as a percentage of base salary, for the named executive officers were as follows:

In 2020, we adopted the AngioDynamics, Inc. 2020 Equity Incentive Plan, (the “2020 Plan”). The 2020 Plan provides for the grant of incentive awards, including performance share awards, performance unit awards, restricted stock awards and restricted stock unit awards, as well as incentive and non-qualified stock options and stock appreciation rights. The Compensation and Human Capital Committee believes that including equity grants as a significant component of executive compensation aligns our executives’ interest with those of our shareholders. The Compensation and Human Capital Committee has made grants of stock options, restricted stock unit awards and performance share awards and, in the future, expects to offer additional awards under equity plans approved by the shareholders in order to provide named executive officers with an opportunity to share, along with shareholders, in our long-term performance and to reward these individuals for their contribution to our performance.

The target value of stock options, restricted stock units or performance share awards granted to each named executive officer is based upon several factors, including: (i) position with AngioDynamics; (ii) base salary; (iii) performance; and (iv) the grants made, on average, by similarly situated companies to executives with similar responsibilities. For our fiscal year ended May 31, 2026, the Compensation and Human Capital Committee set targets of total long-term incentive awards as follows:

For long term inventive awards made in fiscal year 2026, the Committee determined to grant each of the named executive officers 100% of target.

The Compensation and Human Capital Committee and the Board of Directors believe that this annual long-term incentive program provides a strong pay for performance orientation while effectively incentivizing management decision making and providing appropriate retention incentives. Performance share award payouts are directly tied to AngioDynamics’ performance and total shareholder return relative to a peer group of companies with similar risk profiles to AngioDynamics. Restricted stock units are intended to retain key management through vesting periods, with the opportunity for capital accumulation and more predictable long-term incentive value than stock options. Restricted stock unit awards, including fiscal year 2026 awards, typically vest equally over a four-year period and are settled in shares of AngioDynamics’ common stock if the employee remains active with the Company through the vesting date.

Performance share awards are generally made each year with awards having a three-year term with payouts to be made in shares of AngioDynamics’ common stock at the end of the term depending on performance against pre-determined goals. For the fiscal year 2026 awards (granted on July 16, 2025), 70 percent of the performance shares will be measured based on our revenue and 30 percent will be measured based on our adjusted EBITDA over the three-year performance period. At the beginning of the performance period, the threshold, target and maximum revenue goals were set by the Compensation and Human Capital Committee for the entire three-year performance period.

At the end of the performance period, the total number of shares eligible to vest is subject to a relative total shareholder return (“TSR”) modifier to more closely align management and shareholder interests. The TSR modifier can adjust the aggregate number of shares eligible to vest at the end of the three-year period up or down by 20% based on performance relative to a peer group of companies with similar risk profiles to AngioDynamics. No modifier will apply if relative TSR performance between the 75th and 25th percentiles. If relative TSR performance exceeds the 75th percentile, the number of shares eligible to vest will increase by 20%. If relative TSR performance is below the 25th percentile, the number of shares eligible to vest will decrease by 20%. Therefore, with the TSR modifier applied, 0% to 240% of the total target number of shares subject to the fiscal year 2026 performance share unit awards will be eligible to vest at the end of the three-year performance period. For the fiscal year 2026 award, the relative TSR peer group consisted of 47 publicly traded healthcare equipment companies with revenue greater than $200 million at the time of selection.

The peer group for performance share awards granted in fiscal year 2026 is set forth in the table below.

Except as described below under “Potential Payments Upon Termination or Change in Control,” in the event of the named executive officer’s termination of employment, all of his or her unvested options, restricted stock units and performance share awards are generally forfeited in accordance with the provisions of the 2004 Plan, the 2020 Plan and the applicable grant agreement.

For our fiscal year ended May 31, 2026, based upon the closing price for our common stock as of July 16, 2025, the Compensation and Human Capital Committee granted the following restricted stock units for our named executive officers, which vest ratably over four years:

For our fiscal year ended May 31, 2026, the Compensation and Human Capital Committee granted the following performance share awards for our named executive officers with a target number of performance shares as follows:

Equity grants made to our named executive officers in fiscal year 2026 are set forth below in the table titled “Grants of Plan-Based Awards for Fiscal Year 2026.”

The Fiscal 2024 Performance Share Awards had a three year performance period from June 1, 2023 through May 31, 2026. These grants were structured with performance targets linked to cumulative revenue over a three year performance period. Performance against these financial targets was then modified by relative TSR achievement over the performance period against a pre-determined comparator group. As noted above, the TSR modifier can adjust the aggregate number of shares eligible to vest at the end of the performance period up or down by a maximum of 20% at the 75th and 25th percentile.

The Company achieved revenue of $883.6 million, which resulted in 94.7% achievement and corresponded to a payout percentage of 23%. The Company achieved a relative TSR ranking versus the applicable peer group of the 89th percentile which resulted in a 20% increase of the ultimate payout percentage. As a result, 28.4% of Mr. Clemmer’s, Mr. Trowbridge’s, Ms. Piccinini’s and Mr. Nighan’s fiscal 2024 grant of performance share awards were earned.

On April 1, 2016, AngioDynamics entered into an employment agreement with James C. Clemmer, appointing Mr. Clemmer as President and Chief Executive Officer of the Company, effective April 4, 2016. Pursuant to that employment agreement, Mr. Clemmer, serves as the Company’s President and CEO for successive one-year terms unless either party notifies the other in writing not later than March 1 immediately prior to the anniversary of the employment agreement effective date. Mr. Clemmer’s employment agreement provides him with an annual base salary ($834,700 in fiscal year 2026) and eligibility for an annual bonus with a target level of 100% of his base salary, payable based upon our achievement of pre-determined financial metrics as discussed in further detail above. In addition, pursuant to the agreement, Mr. Clemmer is eligible to receive (i) an executive car allowance of $1,500 per month (less applicable taxes) and (ii) reimbursement for reasonable business expenses incurred during the period of employment subject to the Company’s expense reimbursement policies. Mr. Clemmer is eligible to participate in the benefit and perquisite plans and programs generally available to senior executives of the Company, including health insurance, life and disability insurance, the Employee Stock Purchase Plan, 401(k) plan and flexible spending plan. The employment agreement also provides Mr. Clemmer with severance benefits in certain circumstances, as more fully described below.

As previously disclosed, Mr. Clemmer has announced his intention to retire on the earlier of November 30, 2026 and appointment of a successor Chief Executive Officer. In connection with Mr. Clemmer’s intention to retire, the Company and Mr. Clemmer entered into a Transition and Retirement Agreement (the “Retirement Agreement”),

pursuant to which Mr. Clemmer will continue to serve as President and Chief Executive Officer of the Company until the earlier to occur of (i) the appointment of a successor in the role of Chief Executive Officer of the Company and (ii) November 30, 2026. In the absence of a previously established retirement program, the Board of Directors of the Company entered into the Retirement Agreement to allow for the continued vesting of Mr. Clemmer’s previously issued and outstanding equity awards until the later of the termination of Mr. Clemmer’s service to the Company as a consultant or director on the Board (such later date, the “Separation of Service Date”) and certain other related terms. Following the Separation of Service Date, stock options and service-based restricted stock units previously granted to Mr. Clemmer will immediately vest and each outstanding restricted stock unit granted to Mr. Clemmer that is subject to performance-based vesting conditions will remain outstanding and eligible to performance vest in accordance with its terms.

As previously disclosed, in connection with Mr. Clemmer’s intention to retire as the President and Chief Executive Officer, on October 3, 2026 the Company entered into an employment agreement with Eric Honroth (the “Honroth Employment Agreement”), pursuant to which Mr. Honroth will succeed Mr. Clemmer and will serve as President and Chief Executive Officer of the Company, effective as of November 2, 2026. In connection with Mr. Honroth’s appointment as President and Chief Executive Officer and in order to support continuity and a smooth transition, on October 5, 2026, Mr. Clemmer entered into a consulting agreement with the Company (the “Consulting Agreement”), pursuant to which Mr. Clemmer will retire and his employment with the Company will terminate as of November 2, 2026 and Mr. Clemmer will provide consulting services to the Company until the first anniversary of his retirement date, unless earlier terminated. In exchange for his services during the term of the Consulting Agreement, Mr. Clemmer will be entitled to receive a consulting fee equal to $30,000 per month and reimbursement of reasonable out-of-pocket expenses, including pre-approved travel expenses. In the event that the Company terminates the Consulting Agreement prior to the end of the term, the Company will pay Mr. Clemmer a lump-sum payment for the balance of the consulting fees that would have been paid to him had the term not been terminated early.

As previously disclosed, pursuant to the Honroth Employment Agreement, Mr. Honroth will serve as the Company’s President and Chief Executive Officer, commencing on November 2, 2026, for an initial one-year term, which automatically renews for successive one-year periods unless either party notifies the other in writing at least sixty days prior to each anniversary. Mr. Honroth will receive a base salary of $735,000 per year and will be eligible for annual bonuses at a target level of 95% of his base salary, with the annual bonus opportunity in the first calendar year prorated based on the effective date of the Honroth Employment Agreement. Mr. Honroth is eligible to participate in the benefit and perquisite plans and programs generally available to senior executives of the Company, including health insurance, life and disability insurance, the Employee Stock Purchase Plan, 401(k) plan and flexible spending plan. Mr. Honroth’s initial target annual long-term incentive grant value shall equal 350% of his base salary, with the award in the first calendar year prorated based on the effective date of the Honroth Employment Agreement. The initial annual grant shall consist of 50% restricted stock units and 50% performance share units, subject to the terms and conditions of the applicable award agreements and the 2020 Plan. Under the terms of the Employment Agreement and contingent upon the commencement of Mr. Honroth’s service as President and Chief Executive Officer, Mr. Honroth will receive the following grants, effective as of the effective date of the Honroth Employment Agreement: (i) a long-term incentive award equal to 350% of his base salary, with such award prorated based on the effective date of the Honroth Employment Agreement in relation to the Company’s fiscal year and consisting of 50% restricted stock units and 50% performance share units, subject to the terms and conditions of the applicable award agreement, (ii), in order to replace compensation forfeited by Mr. Honroth from his prior employer, a one-time award of restricted stock units with grant-date value equal to $450,000, which such award will vest in two equal installments on the first and second anniversaries of the effective date, subject to Mr. Honroth’s continued employment and (iii) a cash sign-on bonus of $350,000.

Under the terms of the Honroth Employment Agreement, if Mr. Honroth voluntarily resigns from employment without Good Reason (as defined in the Honroth Employment Agreement) or is terminated for Cause (as defined in the Honroth Employment Agreement) before the first anniversary of the effective date, Mr. Honroth shall repay the gross amount of the cash sign-on bonus to the Company within ninety days following the date of termination. No repayment shall be required if Mr. Honroth’s employment terminates due to death, Disability (as defined in the Honroth Employment Agreement), termination by the Company without Cause, or resignation by Mr. Honroth for Good Reason.

If Mr. Honroth’s employment is terminated for any reason, Mr. Honroth shall be entitled to: (i) any accrued and unpaid base salary; (ii) payment for accrued and unused vacation time, if required by Company policy or applicable law; (iii) reimbursement for any approved business expenses incurred during the term of employment; and (iv) any rights surviving termination of employment under any employee benefit plan or program or compensation arrangement in which Mr. Honroth participates (the “Accrued Benefits”). If the Company terminates Mr. Honroth’s employment without Cause or Mr. Honroth terminates his employment for Good Reason, Mr. Honroth shall, in addition to the Accrued Benefits, be entitled to the following: (A) continued payment of base salary for a period of 18 months; (B) payment of any earned but unpaid prior year’s annual bonus; (C) continued health insurance, at the Company’s expense, for a period of 18 months, subject to certain exceptions; and (D) all of Mr. Honroth’s outstanding, unvested equity awards granted under the Company’s equity plans shall continue to vest for a period of 12 months, subject to the achievement of any performance vesting conditions, if any.

If (i) a Change in Control (as defined in the Honroth Employment Agreement) occurs during the term of Mr. Honroth’s employment and (ii) within the 24-month period immediately following such Change in Control, the Company terminates Mr. Honroth’s employment without Cause (other than by reason of death or Disability) or Mr. Honroth resigns for Good Reason, then, subject to the terms of the Honroth Employment Agreement, Mr. Honroth shall be entitled to receive, in addition to the Accrued Benefits, but in lieu of the other payments described above: (A) continued payment of Mr. Honroth’s base salary for a period of 24 months; (B) a lump sum cash payment equal to Mr. Honroth’s target annual bonus for the applicable fiscal year; (C) continued Company-paid health coverage for 18 months, subject to certain exceptions; and (D) notwithstanding anything to the contrary contained in any equity incentive plan or award agreement, all outstanding and unvested equity awards then held by Mr. Honroth shall immediately become fully vested, with any performance-based awards vesting at the level provided in the applicable award agreement or, if the applicable award agreement is silent, at target performance.

To further align the interests of management and shareholders, we maintain stock ownership guidelines for our senior executive officers, including our named executive officers. Our CEO is required to hold a number of shares with a value equal to three times his or her base salary, while our EVP and CFO and each of our SVPs are required to hold a number of shares with a value equal to one times his or her base salary. A senior executive who holds a number of shares less than the applicable ownership level must hold 100% of all Net Shares (as defined below) granted by the Company until the ownership level is met. “Net Shares” are all shares received pursuant to all Company equity awards excluding shares sold to cover (i) the exercise price of options and/or (ii) taxes. The Compensation and Human Capital Committee is mindful that each individual’s personal circumstances will affect progress toward the targeted levels of stock ownership. Senior executives who are unable to achieve or maintain the targeted level of ownership may consult with the Compensation and Human Capital Committee with respect to a hardship exemption. Each of our named executive officers is currently in compliance with the applicable holding requirements.

Our Insider Trading Policy prohibits directors and employees, including named executive officers, from engaging in hedging or monetization transactions, such as zero-cost collars and forward sale contracts, and from engaging in borrowing against AngioDynamics’ securities held in a margin account, or pledging AngioDynamics’ securities as collateral for a loan.

If any award (including an annual cash incentive award as well as a long-term equity-based incentive award) was granted to an AngioDynamics’ executive and the Compensation and Human Capital Committee (or the Board of Directors) later determines that the financial results of the Company used to determine the amount of that award, or any payment under that award, whether to the executive or to the executive’s beneficiary, are materially restated and that such executive engaged in fraud or intentional misconduct with respect to the inputs to, or determination of, such financial results, the Company will seek repayment or recovery of the award, as the Board of Directors in its sole discretion determines is reasonable and appropriate, notwithstanding any contrary provision of any incentive plan. In addition, the Compensation and Human Capital Committee or the Board of Directors may provide that any executive and/or any award, including any shares subject to or issued under an award, is subject to any other recovery, recoupment, clawback and/or other forfeiture policy maintained by the Company from time to time.

In addition, the Company has adopted an Executive Compensation Recoupment Policy that provides that the Company will recover reasonably promptly the amount of erroneously awarded incentive based compensation to an executive officer in the event that the Company is required to prepare an accounting restatement due to the material non-compliance of the Company with any financial reporting requirement under the United States Securities Laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.

Finally, the Company’s 2004 Plan, as amended, and the 2020 Plan each includes clawback provisions that provide that any award (including annual cash incentive awards as well as long-term equity-based incentive awards) granted to an executive are subject to repayment if the Compensation and Human Capital Committee or the Board of Directors later determines that the financial results of the Company upon which such awards were based are materially restated and such executive engaged in fraud or intentional misconduct in connection with such financial results.

All executives of AngioDynamics are entitled to an automobile allowance of $1,200 per month ($1,500 in the case of our CEO) and we will cover the employee’s expenses for mileage or gas for company related business.

We do not sponsor or maintain any non-qualified deferred compensation programs for the benefit of any of our named executive officers.

As described more fully below under the heading entitled “Potential Payments Upon Termination or Change in Control,” we maintain various arrangements with our named executive officers under which they may be eligible for severance payments and benefits, including change in control benefits. Given our relative size in our industry and the continued trend toward consolidation in our industry, we believe that we need strong, market competitive change in control benefits to attract and retain key executives. We believe this to be particularly important during and beyond an acquisition to ensure the ongoing success of our business and to maximize value for our shareholders. Each of our change in control agreements contains a “double trigger” whereby there must be both a change in control and a qualifying termination of employment before payment of such benefits thereunder to the executive. We believe that these agreements encourage retention by providing an incentive for the executive to remain with us until the completion of a pending change in control and by providing security to the executive, either in the form of continued employment or severance benefits, following a change in control.

Each year, the Compensation and Human Capital Committee reviews our compensation programs applicable to all employees and reviews and approves the compensation program applicable to executives, including the named executive officers. Based on the Compensation and Human Capital Committee’s review of the terms and elements of these programs, as well as our practices and policies, the Compensation and Human Capital Committee determined that the Company’s compensation policies and practices are appropriately designed to provide incentives for our employees without creating an inappropriate risk of excessive risk taking. Among other factors, the Compensation and Human Capital Committee’s compensation philosophy generally discourages excessive risk taking by, among other things:

In addition, the Company’s 2004 Plan, as amended, and the 2020 Plan each includes clawback provisions that provide that any award (including annual cash incentive awards as well as long-term equity-based incentive awards) granted to an executive are subject to repayment if the Compensation and Human Capital Committee or the Board of Directors later determines that the financial results of the Company upon which such awards were based are materially restated and such executive engaged in fraud or intentional misconduct in connection with such financial results. See Clawback Policy set forth in this Compensation Discussion and Analysis.

Based on the Compensation and Human Capital Committee’s review, the Company has concluded that the risks arising from its compensation policies and practices for its employees are not reasonably likely to have a material adverse effect on the Company.

The Compensation and Human Capital Committee of the Board of Directors evaluates and makes recommendations to the Board of Directors regarding the compensation of the CEO and approves the compensation of our other named executive officers. The Compensation and Human Capital Committee also administers all executive compensation programs, incentive compensation plans and equity-based plans and all other compensation and benefit programs currently in place. We have reviewed and discussed the foregoing Compensation Discussion and Analysis with management. Based on our review and discussion with management, we have recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement for filing with the SEC.

The following table sets forth information concerning the compensation for services, in all capacities for our fiscal year ended May 31, 2026 of our named executive officers.