JANA Partners Sends Letter to Cooper Board of Directors

Calls for Board to Commence Immediate External CEO Search, Appoint New Board Chair and Explore
Asset Sales

NEW YORK, Sept. 18, 2026 /PRNewswire/ -- JANA Partners ("JANA") today announced that it has sent a letter to the Board of Directors (the "Board") of The Cooper Companies, Inc. (Nasdaq: COO) ("Cooper" or the "Company") highlighting the companies consistent underperformance and calling on it to take several actions to improve shareholder value including the immediate initiation of an external search for a CEO, the appointment of a new board chair and the evaluation of asset sales.

The full text of the letter is as follows:

September 17, 2026

Board of Directors
The Cooper Companies, Inc. ("Cooper" or the "Company")
6101 Bollinger Canyon Road, Suite 500
San Ramon, California 94583

Dear Board of Directors,

Cooper's chronic underperformance can no longer be tolerated. Last week's earnings further cemented Cooper's reputation for problematic forecasting, serial negative surprises, expectation mismanagement and poor capital allocation. Slashing CooperVision segment growth due to 'inflated' channel inventory, coming up empty on a long, drawn-out strategic review for the CooperSurgical segment that the CEO repeatedly hyped along the way and aggressively repurchasing stock ahead of both negative outcomes is a masterclass in how not to operate and oversee a company. Equally troubling is a capital allocation strategy that failed to realize value for CooperSurgical following billions spent to acquire it and failed to generate acceptable performance in CooperVision after ~$750mm in capital invested in 2023-2024. Making matters even worse, the Board inexplicably elected to reduce accountability, removing 2026 segment level KPIs from segment leaders' incentives.

These and numerous other missteps have resulted in a share price that has dramatically underperformed peers over the 1, 3 and 5-year periods, eroded shareholder confidence and impaired the Company's valuation (10-year low and significant discount to peers). Cooper is suffering from a crisis of its own creation, with the result that assets held inside of Cooper now trade at a sizeable discount to what they would be worth under another owner.

The Company requires urgent and significant action to rehabilitate its credibility with investors and to stem the tide of value destruction. For these reasons, we strongly urge the Board to pursue the following actions:

1. Immediately initiate an external search for a new CEO. The path to rehabilitation as a public equity starts with a new CEO. Investor trust has been broken, and we believe confidence in Cooper's CEO is beyond repair. With internal candidates burdened by Cooper's record, there is no choice but to look outside the Company. We believe the CEO role would draw interest from highly attractive candidates who could quickly rebuild credibility with investors and restore performance. If the Board has the misguided belief that a CEO change is unnecessary, we suggest it review the performance materials we are separately providing.
2. Appoint a new Board Chair (who could become lead independent director if the Chair role is assumed by a newly hired CEO) and add new directors who can help better oversee the Company.
3. Revise compensation metrics to improve accountability and alignment across the organization.
4. Evaluate the sale of the fertility and medical device assets, as the CooperSurgical strategic review evidenced buyer interest in those assets and validated that they would command a valuation premium.
5. Proactively engage with potential strategic buyers for CooperVision.
6. Engage a performance improvement consultant to help drive cost savings from CooperVision's manufacturing footprint and supply chain and commit to deliver such savings to shareholders. 

We look forward to the Board's prompt action on these matters.

Sincerely,

Scott Ostfeld
Managing Partner & Portfolio Manager 

Disclaimer

This press release and the opinions herein are for general information only, and are not intended to be, nor should they be construed as, an offer to sell or a solicitation of an offer to buy any security, a recommendation to purchase or sell any security, or legal, financial, tax, investment, or other advice. Funds managed by JANA currently beneficially own and have other economic interests in shares of the Company. These funds are in the business of trading (i.e., buying and selling) securities and intend to continue trading in the securities of the Company. You should assume such funds may from time to time sell all or a portion of their respective holdings of the Company in open market transactions or otherwise, buy additional shares (in open market or privately negotiated transactions or otherwise), or trade in options, puts, calls, swaps or other derivative instruments relating to such shares, subject to applicable law. Consequently, JANA's beneficial ownership of shares of, and/or economic interest in, the Company may vary over time depending on various factors, with or without regard to their respective views of the Company's business, prospects, or valuation (including the market price of the Company's shares), including without limitation, other investment opportunities available to them, concentration of positions in the portfolios managed by them, conditions in the securities markets and general economic and industry conditions. JANA reserves the right to change any of their respective opinions expressed herein at any time as they deem appropriate and disclaim any obligation to notify the market or any other party of any such change, except as required by law.

About JANA Partners
JANA Partners was founded in 2001 by Barry Rosenstein. JANA invests in undervalued public companies and engages with management teams and boards to unlock value for shareholders.

Contacts

Media
Jonathan Gasthalter/Deanna Spaulding
Gasthalter & Co.
[email protected]
(212) 257-4170

Investors
[email protected]

SOURCE JANA Partners