BRUKER CORP 10-K

ITEM 9A CONTROLS AND PROCEDURES Disclosure Controls and Procedures We have established disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and to ensure that such information is accumulated and communicated to management, including our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), to allow timely decisions regarding required disclosures. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2023. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of December 31, 2023. Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2023, based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2023. We excluded Biognosys AG, Osthus Beteiligungs GmbH, MIRO Analytical AG, PhenomeX Inc. (Bruker Cellular Analysis), Acquifer Imaging GmbH, Deltabyte GmbH, Pinpoint Testing LLC, Fasmatech Science and Technology SA, Interherence GmbH, and Signals GmbH & Co. KG, from our assessment of internal control over financial reporting as of December 31, 2023, because they were acquired by the Company in business combinations during 2023. The total assets and total revenues of the acquired entities collectively represent approximately 9% and 1%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2023. The effectiveness of our internal control over financial reporting as of December 31, 2023, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which appears in this Annual Report on Form 10-K. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2023, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B OTHER INFORMATION During the quarter ended December 31, 2023, none of the Company's directors or officers informed the Company of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement”, as those terms are defined in Regulation S-K, Item 408. As previously disclosed, Bruker Invest AG, a Swiss stock corporation and a subsidiary of the Company (“Buyer”), entered into a binding put option agreement dated December 23, 2023 (the “Put Option Letter”), with Tecfin S.à r.l., a controlled affiliate of PAI Partners (the “Beneficiary”) acting for itself and on behalf of the shareholders (collectively, the “Sellers”) owning directly or indirectly 100% of the issued and outstanding securities of TecInvest S.à r.l, which does business as ELITechGroup (“Target”). Target’s subsidiaries (collectively, “EliTech”) are active in the molecular diagnostics, microbiology and biomedical testing equipment fields. Under the terms of the Put Option Letter, Buyer irrevocably and unconditionally agreed to sign the form of (i) Share Purchase Agreement attached to the Put Option Letter as Annex I (the “SPA”) and (ii) Warranty Agreement attached to the Put Option Letter as Annex II containing customary representations and warranties of the Sellers for transactions of this type (the “Warranty Agreement”), 109 both pertaining to the acquisition of all issued and outstanding securities of Target on the terms and conditions set forth therein (the “Acquisition”), subject to the delivery by the Beneficiary sending by the Beneficiary, of a notice of Sellers’ decision to sell all of Target’s securities to Buyer in accordance with the terms and conditions of the SPA (the “Put Option”). Concomitantly with the execution of the Put Option Letter, (i) the Company delivered to the Sellers a customary equity commitment letter covering all amounts payable by Buyer under the SPA (and which the Beneficiary relied upon in entering into the Put Option Letter) and (ii) Buyer secured an insurance policy to cover (as sole recourse) any and all claims for breach of the representations and warranties of the Sellers contained in the Warranty Agreement. On February 27, 2024, following the exercise of the Put Option by the Sellers, the Buyer and the Sellers entered into the SPA, pursuant to which the Buyer will acquire (directly or indirectly) the Target and its subsidiaries for a cash purchase price derived from an Enterprise Value of EUR 870 million, subject to certain adjustments. The purchase price will be paid by Buyer with cash on hand. The SPA provides that closing of the Acquisition is subject to the satisfaction or waiver of certain conditions, notably certain regulatory approvals and notices and the carve out referred to above. In addition, in connection with the execution of the SPA, the Buyer and the Sellers entered into the Warranty Agreement. The description of the Put Option Letter and the SPA and the transactions contemplated thereby, including the Acquisition, set forth above are not complete and are subject to, and qualified by, the full text of the Put Option Letter, the SPA and the Warranty Agreement, each of which is filed as an exhibit to this Annual Report on Form 10-K. ITEM 9C DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 110 PART III ITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The full text of our code of conduct, which applies to our Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Board of Directors is published on our Investor Relations website at www.bruker.com . We intend to disclose future amendments to certain provisions of our Code, or waivers of such provisions granted to executive officers and directors, on the website within four business days following the date of such amendment or waiver. The information required by this item of Form 10-K is incorporated by reference to our definitive proxy statement (which will be filed with the SEC pursuant to Regulation 14A under the Exchange Act) relating to our 2024 Annual Meeting of Shareholders. ITEM 11 EXECUTIVE COMPENSATION The information required by this item of Form 10-K is incorporated by reference to our definitive proxy statement (which will be filed with the SEC pursuant to Regulation 14A under the Exchange Act) relating to our 2024 Annual Meeting of Shareholders. ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS The information required by this item of Form 10-K is incorporated by reference to our definitive proxy statement (which will be filed with the SEC pursuant to Regulation 14A under the Exchange Act) relating to our 2024 Annual Meeting of Shareholders. ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this item of Form 10-K is incorporated by reference to our definitive proxy statement (which will be filed with the SEC pursuant to Regulation 14A under the Exchange Act) relating to our 2024 Annual Meeting of Shareholders. ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES Our independent registered public accounting firm is PricewaterhouseCoopers LLP, New York, NY, PCAOB ID 238. The information required by this item of Form 10-K is incorporated by reference to our definitive proxy statement (which will be filed with the SEC pursuant to Regulation 14A under the Exchange Act) relating to our 2024 Annual Meeting of Shareholders. 111 PART IV ITEM 15 EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES (a) Financial Statements and Schedules (1) Financial Statements The financial statements required by this item are filed as part of this report under Item 8—Financial Statements and Supplementary Data. (2) Financial Statement Schedules The financial statements required by this item are filed as part of this report under Item 8—Financial Statements and Supplementary Data. (3) Exhibits (b) List of Exhibits EXHIBIT INDEX Incorporated by Reference Exhibit Number Description Form Filing Date 3.1 Restated Certificate of Incorporation of Bruker Corporation Form 10-K March 27, 2020 3.2 Amended and Restated Bylaws of Bruker Corporation Form 10-Q August 8, 2020 4.1 Specimen Stock Certificate Representing Shares of Common Stock of Bruker Corporation Form 10-K March 1, 2017 4.2 Description of the Registrant’s Securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 Form 10-K March 27, 2020 10.1† Bruker Corporation 2010 Incentive Compensation Plan Schedule 14A April 14, 2010 10.2† Bruker Corporation 2010 Incentive Compensation Plan Form of Incentive Stock Option Agreement Form 10-Q August 9, 2010 10.3† Bruker Corporation 2010 Incentive Compensation Plan Form of Non-Qualified Stock Option Agreement Form 10-Q August 9, 2010 10.4† Bruker Corporation 2010 Incentive Compensation Plan Form of Restricted Stock Agreement Form 10-Q August 9, 2010 10.5† Bruker Corporation 2016 Incentive Compensation Plan Schedule 14A April 22, 2016 10.6† Bruker Corporation 2016 Incentive Compensation Plan Form of Incentive Stock Option Agreement Form 10-Q August 9, 2019 10.7† Bruker Corporation 2016 Incentive Compensation Plan Form of Non-Qualified Stock Option Agreement Form 10-Q August 9, 2019 10.8† Bruker Corporation 2016 Incentive Compensation Plan Form of Restricted Stock Unit Agreement Form 10-Q August 9, 2019 10.9† Bruker Corporation 2016 Incentive Compensation Plan Form of Director Restricted Stock Unit Agreement Form 10-K March 1, 2017 10.10† Bruker Corporation Employee Stock Purchase Plan Form S-8 June 3, 2022 10.11* Note Purchase Agreement, dated January 18, 2012 Form 8-K January 19, 2012 10.12 First Amendment to the Note Purchase Agreement, date January 18, 2012 Form 10-Q August 7, 2020 112 10.13† Bruker Corporation 2019 Short-Term Incentive Compensation Program Form 8-K February 21, 2019 10.14†** Bruker Corporation 2022 Short-Term Incentive Compensation Program 10.15† Offer Letter, dated June 4, 2018, by and between the Company and Gerald N. Herman Form 10-Q August 9, 2018 10.16† Contract of Employment, dated May 1, 2018, by and between the Company and Falko Busse Form 10-Q August 9, 2018 10.17† Employment Offer Letter Agreement, dated June 25, 2012, by and between the Company and Juergen Srega Form 10-Q May 9, 2013 10.18† Managing Director Employment Contract, dated as of June 28, 2012, by and between Bruker Daltonik GmbH and Juergen Srega, as amended pursuant to the Supplement to the Managing Director Employment Contract, dated as of December 12, 2019 Form 10-K March 27, 2020 10.19† Form of Indemnification Agreement of Officers and Directors Form 8-K February 11, 2019 10.20 Credit Agreement, dated December 11, 2019, by and among the Company and certain of its subsidiaries as borrowers, Deutsche Bank Securities Inc. and Wells Fargo Bank, National Association, as Co-Syndication Agents, Citizens Bank, N.A., Credit Suisse (Switzerland) Ltd., TD Bank, N.A. and U.S. Bank National Association, as Co-Documentation Agents, Bank of America, N.A., as Administrative Agent, Swing Line Lender and Issuing Bank, and the several banks or other financial institutions or entities from time to time party thereto as lenders Form 8-K December 12, 2019 10.21 Term Loan Agreement, dated December 11, 2019, by and among the Company and certain of its subsidiaries, and Bank of America, N.A. as Administrative Agent, TD Bank, N.A. and the other banks or other financial institutions or entities from time to time party thereto as lenders Form 8-K December 12, 2019 10.22 Note Purchase Agreement dated as of December 11, 2019 Form 8-K December 12, 2019 10.23 First Amendment to the Note Purchase Agreement, dated as of December 11, 2019 Form 10-Q August 7, 2020 10.24 First Amendment to Term Loan Agreement, dated as of May 12, 2021 Form 10-Q August 5, 2021 10.25 Note Purchase Agreement dated as of December 7, 2021 Form 8-K December 8, 2021 10.26 First Amendment to Credit Agreement, dated December 11, 2019, by and among the Company and certain of its subsidiaries as borrowers, Deutsche Bank Securities Inc. and Wells Fargo Bank, National Association, as Co-Syndication Agents, Citizens Bank, N.A., Credit Suisse (Switzerland) Ltd., TD Bank, N.A. and U.S. Bank National Association, as Co-Documentation Agents, Bank of America, N.A., as Administrative Agent, Swing Line Lender and Issuing Bank, and the several banks or other financial institutions or entities from time to time party thereto as lenders Form 10-Q August 5, 2022 10.27 Second Amendment to Credit Agreement dated December 11, 2019, by and among the Company and certain of its subsidiaries as borrowers, Deutsche Bank Securities Inc. and Wells Fargo Bank, National Association, as Co-Syndication Agents, Citizens Bank, N.A., Credit Suisse (Switzerland) Ltd., TD Bank, N.A. and U.S. Bank National Association, as Co-Documentation Agents, Bank of America, N.A., as Administrative Agent, Swing Line Lender and Issuing Bank, and the several banks or other financial institutions or entities from time to time party thereto as lenders Form 10-Q November 4, 2022 10.28 Second Amendment to Term Loan Agreement dated December 11, 2019, by and among the Company and certain of its subsidiaries, and Bank of America, N.A. as Administrative Agent, TD Bank, N.A. and the other banks or other financial institutions or entities from time to time party thereto as lenders Form 10-Q November 4, 2022 113 10.29 Put Option Agreement, dated as of December 23, 2023, by and between Bruker Invest AG, as promisor and Tecfin S.à r.l., as beneficiary. 10.30 Share Purchase Agreement dated as of February 27, 2024, by and between Bruker Invest AG, and Tecfin S.à r.l., Christoph Gauer, Eliman 1 and Eliman 2 10.31 Warranty Agreement dated as of February 27, 2024, by and among Bruker Invest AG, Tecfin S.à r.l., Christoph Gauer, Eliman 1 and Eliman 2 21.1 ** Subsidiaries of the Company 23.1 ** Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm 24.1 ** Power of attorney (included on signature page hereto) 31.1 ** Certification by Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 ** Certification by Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 ** Certification by Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1 ** Bruker Corporation Compensation Recoupment Policy g 101.INS ** Inline XBRL Instance Document 101.SCH ** Inline XBRL Taxonomy Extension Schema Document 101.CAL ** Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF ** Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB ** Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE** Inline XBRL Taxonomy Extension Presentation Linkbase Document 104** The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 has been formatted in Inline XBRL (included in Exhibit 101) 114 * Certain portions have been omitted pursuant to an order granting confidential treatment and have been filed separately with the Securities and Exchange Commission. † Designates management contract or compensatory plan or arrangement. ** Filed or furnished herewith. No other instruments defining the rights of holders of long-term debt of the registrant or its subsidiaries have been filed as Exhibits because no such instruments met the threshold materiality requirements under Regulation S-K. The registrant agrees, however, to furnish a copy of any such instruments to the Commission upon request. ITEM 16 FORM 10-K SUMMARY Not Applicable. 115 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BRUKER CORPORATION Date: February 29, 2024 By: /s/ FRANK H. LAUKIEN, PH.D. Name: Frank H. Laukien, Ph.D. Title: President, Chief Executive Officer and Chairman We, the undersigned officers and directors of Bruker Corporation, hereby severally constitute and appoint Frank H. Laukien, Ph.D. to sign for us and in our names in the capacities indicated below, the report on Form 10-K filed herewith and any and all amendments to such report, and to file the same, with all exhibits thereto and other documents in connection therewith, in each case, with the Securities and Exchange Commission, and generally to do all such things in our names and on our behalf in our capacities consistent with the provisions of the Securities Exchange Act of 1934, as amended, and all requirements of the Securities and Exchange Commission. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. 116 Name Title Date /S/ FRANK H. LAUKIEN, PH.D. President, Chief Executive Officer and Chairman (Principal Executive Officer) February 29, 2024 Frank H. Laukien, Ph.D.    /S/ GERALD N. HERMAN Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) February 29, 2024 Gerald N. Herman /S/ BONNIE H. ANDERSON Director February 29, 2024 Bonnie H. Anderson /S/ CYNTHIA M. FRIEND, PH.D. Director February 29, 2024 Cynthia Friend, Ph.D. /S/ WILLIAM A. LINTON Director February 29, 2024 William A. Linton /S/ Philip Ma Director February 29, 2024 Philip Ma    /S/ JOHN ORNELL Director February 29, 2024 John Ornell /S/ RICHARD A. PACKER Director February 29, 2024 Richard A. Packer    /S/ ADELENE Q. PERKINS Director February 29, 2024 Adelene Q. Perkins /S/ HERMANN REQUARDT, PH.D. Director February 29, 2024 Hermann Requardt, Ph.D. /S/ ROBERT ROSENTHAL, PH.D. Director February 29, 2024 Robert Rosenthal, Ph.D. 117