BRKR filing — read by section

Item 1. Business

ITEM 1 BUSINESS 

 Our Business 

 We are a developer, manufacturer and distributor of high-performance scientific instruments and analytical and diagnostic solutions that enable our customers to explore life and materials at microscopic, molecular and cellular levels. Many of our products are used to detect, measure and visualize structural characteristics of chemical, biological and industrial material samples. Our products and solutions address the rapidly evolving needs of a diverse array of customers in life and materials science research, biopharmaceuticals, applied markets, microbiology, in-vitro diagnostics, and nanotechnology. Our technology platforms include magnetic resonance, mass spectrometry, gas and liquid chromatography, X-ray, microscopy, metrology, and molecular spectroscopy technologies. Bruker is enabling innovation, improved productivity, and customer success in post-genomic life science molecular and cell biology research and offers differentiated, high value life science and diagnostics systems and solutions in preclinical imaging, clinical phenomics research, proteomics and multiomics, spatial and single-cell biology, functional structural and condensate biology, as well as in clinical microbiology and molecular diagnostics. Our corporate headquarters are located in Billerica, Massachusetts. We maintain major technical and manufacturing centers in Europe and North America, and have sales offices located throughout the world. 

 Business Segments 

 We have four reportable segments, Bruker Scientific Instruments (BSI) BioSpin, BSI CALID (Chemicals, Applied Markets, Life Science, In Vitro Diagnostics, Detection), BSI NANO, and Bruker Energy & Supercon Technologies (BEST). Our products, which have particular application in structural proteomics, drug discovery, pharmaceutical and biotechnology research and production, and the food and materials science fields, provide customers with the ability to determine the structure, dynamics, and function of specific molecules, such as proteins, and thus allows them to understand fundamental biological processes including the formation and progression of diseases. Furthermore, BSI BioSpin’s product enables the characterization of mixtures and also complex materials, rendering them high value-added tools for a variety of industrial applications. 

 BSI BioSpin Segment 

 The BSI BioSpin Segment comprises the following divisions: 

 • Magnetic Resonance Spectroscopy: Offers innovative nuclear magnetic resonance (NMR) and electron paramagnetic resonance (EPR) products, ranging from benchtop to ultra-high field systems. Magnetic resonance is a natural phenomenon occurring when a molecule placed in a magnetic field emits a signature radio frequency. The signature radio frequency is characteristic of the particular molecule and provides a multitude of precise chemical and structural information. 

 • Preclinical Imaging: Manufactures and markets solutions for in-vivo processes and drug discovery in fields including oncology, neurology, cardiology, inflammation, infectious diseases, cancer research, functional and anatomical neuroimaging, orthopedics, cardiac imaging, and stroke models. Our imaging portfolio includes single and multiple modality solutions using MRI, PET, SPECT, CT and MPI Technologies (each as defined below). 

 • Biopharma and Applied: Focuses on innovative solutions for emerging and applied market segments and markets comprehensive services across the entire value chain, from raw materials to finished products, and from innovation to disease prevention in pharma-biotech, cleantech, industrial, and other applied markets, as well as in the clinical market. 

 • Services and Lifecycle Support: Dedicated to delivering service and aftermarket solutions that complement our advanced instruments. 

 • Integrated Data Solution: Accelerates scientific results by automating and digitizing workflows. The vendor-agnostic platform integrates across laboratory and manufacturing ecosystems, supporting digital transformation. It offers comprehensive software solutions for workflow integration, automation, and artificial intelligence readiness, adhering to Findability, Accessibility, Interoperability, and Reusability (FAIR) data principles. 

 • Automation: Provides solutions for lab automation and digitalization in Research & Development and Quality Control. The vendor-agnostic automation complements Bruker BioSpin’s platforms in the pharma-biotech, cleantech, industrial, and other applied markets by automating and digitally transforming laboratories. 

 The majority of BSI BioSpin’s customers are academic and government research facilities. Other customers include pharmaceutical and biotechnology companies; battery, chemical, food and beverage, clinical and polymer companies; and nonprofit laboratories. 

 3 

 During 2024, we continued our focus on accelerating growth, enhancing customer relationships, and driving innovation with our key initiatives, which include expanding into high-potential markets, leveraging core strengths, and driving recurring revenue through aftermarket and connected services. With three additional successful installations of 1.2 GHz NMR systems, we continue to advance ultra-high field access, supporting studies in structural biology, pharmacology, and cellular biology, aligning with Bruker's mission to provide cutting-edge technology for scientific research. 

 Furthermore, during 2024, we completed our acquisition of Spectral Instruments Imaging and Chemspeed Technologies AG, and the minority investment in NovAliX, which align with the segment's goals of expanding its technological capabilities, entering new markets, and enhancing its product portfolio. 

 The acquisition of Spectral Instruments Imaging, a leader in preclinical in-vivo optical imaging systems, augments in the technology and product portfolio of the Bruker BioSpin Preclinical Imaging division, broadening its range of preclinical solutions for disease research. Additionally, the acquisition of Chemspeed Technologies AG provides us entry into lab automation and digitalization, complementing our existing product platform of vendor-agnostic solutions. 

 Through the minority investment in NovAliX, we have taken a step into the preclinical Contract Research Organization (CRO) space, specializing in drug discovery services. This partnership aims to advance our expertise in structural biology and biophysics. 

 BSI BioSpin Segment’s instruments are based on the following technology platforms: 

 • NMR —Nuclear magnetic resonance; 

 • EPR —Electron paramagnetic resonance; 

 • MRI —Magnetic resonance imaging; 

 • MPI —Magnetic particle imaging; 

 • PET —Positron emission tomography; 

 • SPECT —Single photon emission tomography; 

 • CT —Computed tomography; 

 • Automation —Flexible lab automation solutions; and 

 • Software —Comprehensive data management suite. 

 NMR is a qualitative and quantitative analytical technique that is used to determine the molecular structure and purity of a sample. Molecules are placed in a magnetic field and give off a radio frequency signature that is recorded by a sensitive detector. Analysis software helps to determine the molecular structure of the sample. The NMR technique is used in academia, by pharmaceutical, biotechnology, food and beverage and clinical companies, and by other industrial users in life science and material science research. 

 EPR is a process of absorption of microwave radiation by paramagnetic ions or molecules with at least one unpaired electron that spins in the presence of a static magnetic field. EPR detects unpaired electrons unambiguously, whereas other techniques can only provide indirect evidence of their presence. In addition, EPR can identify the paramagnetic species that are detected, which present information on the molecular structure near the unpaired electron and give insight into dynamic processes such as molecular motions or fluidity. Our EPR instruments are used for a wide range of applications, including advanced materials research, materials analysis and quality control. 

 MRI is a process of creating an image from the manipulation of hydrogen atoms in a magnetic field. In the presence of an external magnetic field, atoms will align with or against the external magnetic field. Application of a radio frequency causes the atoms to jump between high and low energy states. MRI and magnetic resonance spectroscopy, or MRS, include many methods including diffusion-weighted, perfusion-weighted, molecular imaging and contrast-enhance. MRI offers high resolution morphologic information, as well as functional, metabolic or molecular information. Customers use our MRI systems in pharmaceutical research, including metabolomics, to study a number of diseases, including diabetes, neurology, oncology and cardiovascular disorders. 

 MPI is a process of creating an image from magnetic particles administered to the body of an animal. The magnetic particles are manipulated in a combination of oscillating magnetic fields exhibiting a field free zone. The response of the particles allows a real time 3D data set acquisition of the whole body of an animal, showing the contrast agent distributing in and flowing through the body. This imaging modality is used to detect cardiovascular disorders. 

 PET is a process of creating an image from positrons after administration of a positron emitting radionuclide to the body of an animal. Annihilation of the positron produces two photons which show an angle of 180° between them, distinguishing these photons from photons originating from other sources. The PET tracer enriches in certain regions of interest within the body and gains 

 4 

 molecular information from the animal in vivo . This has widespread applications, most importantly for oncology, inflammation, neurology and cardiovascular disorders, as well as metabolic disease, drug discovery and bone disease. 

 SPECT uses a contrast agent containing radionuclides which directly emit single photons. The contrast agent enriches in certain parts of the body of an animal and generates images of the radionuclide distribution in the body. SPECT has widespread application in animal investigations in vivo , most importantly in oncology, neurology and cardiovascular disorders. 

 CT is a technology based on X-rays which are used to generate a complete 3D data set. The most important applications are tissue sample analysis or non-invasive in vivo animal imaging. CT offers the highest spatial resolution of all preclinical imaging modalities and is especially useful to generate morphological information about the object or animal under investigation. CT is being used in a wide range of preclinical investigations in the fields of bone-orthopedics, cardiology, pulmonology, oncology and metabolism among others. 

 The Automation portfolio offers platforms and digital tools for research and development and quality control labs, supporting various applications including synthesis, NMR, XRD, and IR. These solutions are designed for scalability, modularity, and flexibility, enhancing lab connectivity, saving time and costs, and boosting outcomes. Rooted in scientific expertise, the technology provides compliance-ready and configurable systems to fit exact workflows. 

 The comprehensive Software suite of data management solutions is designed to facilitate digitalization and readiness for artificial intelligence and automation. It includes tools for experiment design, data analysis, and process management, enabling real-time understanding, monitoring, and control of processes. Additionally, it integrates robotics and automation technologies to provide transformative solutions, supporting the automation and digitalization of labs and factories under a unified platform. 

 The BSI BioSpin Segment also offers a range of services, product lifecycle support, scientific software and workflow solutions to customers who use BSI BioSpin products. 

 BSI CALID Segment 

 The BSI CALID Segment comprises the following Divisions: 

 • Bruker Life Sciences Mass Spectrometry: Primarily designs, manufactures and distributes life science mass spectrometry, or MS, instruments that can be integrated and used along with sample preparation or chromatography instruments to design an analytical workflow and mass spectrometry-based solutions including informatics software. Bruker Life Science Mass Spectrometry products are used in research, pharmaceutical and biotechnology development. 

 • Bruker Applied Mass Spectrometry: Primarily designs solutions based on mass spectrometry for the food, environmental, forensics, clinical research, and industrial markets. Analytical areas such as toxicology, safety, authenticity, adulteration, quality control of starting and finished goods are amongst the applications covered and are used across industrial, government and academic institutes. Mass spectrometers are sophisticated devices that measure the mass or weight of a molecule, and with the addition of trapped ion mobility spectrometry (TIMS) and collision cross section (CCS), can provide accurate information on the identity, quantity, and primary structure of a molecule. We offer advanced mass spectrometry solutions combining automated robotics for sample preparation and handling, reagent kits and other disposable products used in conducting tests, or assays, with applications specific software packages. 

 • Bruker Microbiology and Infection Diagnostics: Develops, manufactures and distributes innovative solutions for microbial identification, antibiotic resistance and susceptibility testing, polymerase chain reaction (PCR) based molecular diagnostic solutions for culture-free infectious disease diagnostics, histology, cellular staining, osmolarity testing as well as monoclonal antibodies and recombinant proteins as raw materials for diagnostic assays. Bruker Microbiology and Diagnostics solutions are used primarily in clinical microbiology, food microbiology, pharma microbiology, veterinary medicine and infectious disease testing. In accordance with the respective market segments the products are either labeled for in-vitro diagnostic (IVD) use, general purpose (GP) or research-use only (RUO). Our mass spectrometry solution and test kits, DNA test strips and fluorescence-based PCR technologies are designed for IVD use in clinical microbiology markets in certain configurations and certain countries, where regulatory approvals have been achieved. Our Genotype and Fluorotype molecular diagnostics (MDx) kits enable a culture-free detection and analysis of microbes and viruses directly from patient samples with a special focus on tuberculosis, HIV viral load, viral hepatitis and sexually transmitted diseases. Molecular Diagnostics utilize PCR assays and systems to provide diagnostic solutions for a number of different disease states, including respiratory, mycobacteria (including tuberculosis), virology, safety of immunocompromised patients, sexually transmitted infections, gastroenteric diseases as well as other microbiology tests. Depending on the assay being used, the technology enables users to ascertain basic identification of a certain infection, distinguish infections which can cause similar symptoms and detect specific microbial resistance, all from a single sample. Our portfolio includes FluoroType ® , using fluorescence-based real-time PCR technology, and more recently we have also developed LiquidArray ® assays based on melt curve analysis for optimized asymmetrical PCR technology. LiquidArray ® uses light-on-off probes, providing a powerful technology to identify a broad number of indicators for different infections or 

 5 

 resistance markers from a single sample, providing greater depth of information. Following the acquisition of ELITechGroup, our portfolio now includes InGenius and BeGenius systems which are integrated Sample-to-Answer PCR systems that perform automated nucleic acid extraction, specific PCR reaction and data interpretation without user interaction. 

 • Bruker Optics: Primarily designs, manufactures and distributes research, analytical and process analysis instruments and solutions based on infrared and Raman molecular spectroscopy and imaging technologies. These products are utilized in industry, government and academia for a wide range of applications and solutions for life science, pharmaceutical, food and agricultural analysis, quality control and process analysis applications. Infrared and Raman spectroscopies are widely used in both research and industry as simple, rapid, nondestructive and reliable techniques for applications ranging from basic sample identification and quality control to advanced research and also in remote sensing setups for environmental control. The technologies and instruments of the division are also used for military and civil purposes in the field of detection of chemical, biological, radioactive, nuclear substances and explosives (CBRNE). The Bruker Optics Division also utilizes Fourier transform and dispersive Raman measurement techniques on an extensive range of laboratory and process spectrometers. The Bruker Optics Division’s products are complemented by a wide range of sampling accessories and techniques, which include, among others, microanalysis and high-throughput screening to help users find suitable solutions to analyze their samples effectively. 

 Customers of our BSI CALID Segment include pharmaceutical, biotechnology and diagnostics companies, contract research organizations, academic institutions, medical schools, nonprofit or for-profit forensic laboratories, agriculture, food and beverage safety, environmental and clinical microbiology laboratories, hospitals, and government departments and agencies. 

 During 2024, we continued our focus on accelerating growth, enhancing customer relationships, and driving innovation through the launch of our new NIR-spectrometer BEAM, the first dedicated single-point spectrometer utilizing the full power of FT-NIR spectroscopy as well as introducing our next-generation version of its Multi-Purpose Analyzer (MPA-III). We also introduced several other new technologies and workflows such as Novor V2.0, a machine learning algorithm trained on HLA peptides for immunopeptidomics; TwinScape a cloud-based liquid chromatography and mass spectrometry quality control application; lyco-PASEF® a glycopeptide analysis mode; a discovery service for deep plasma proteomics, with optional integration of Alamar Bio's NULISA® panels for inflammation and CNS studies; and we released the neoFLEX benchtop MALDI TOF for spatial biology application and the timsTOF Ultra 2 mass spectrometer, with enhanced sensitivity for low input and single cell applications. 

 Furthermore, during 2024, we completed our acquisition of Tornado Spectral Systems Inc. (Toronto, Canada), Nanophoton Corporation (Osaka, Japan), Dynamic Biosensors GmbH (Munich, Germany and Massachusetts, U.S.A.) as well as ELITechGroup in various locations. 

 The acquisition of Tornado Spectral Systems Inc., a Canadian company specializing in process Raman instruments, complemented the segments Raman spectrometers products with its patented High-Throughput Virtual Slit (HTVS) technology and Raman analyzers such as the HyperFlux PRO Plus, Process Guardian and SuperFlux for more accurate chemical identification and quantification in mixtures and at low concentrations. The acquisition of Nanophoton Corporation augmented our Bruker Optics division with its broad portfolio of advanced Raman microscopes, capable of reducing measurement time by several hundred times and employing a unique beam-scanning method based on stochastic process and information theories. The acquisition of Dynamic Biosensors GmbH expanded our biophysical analytics portfolio including measurement of molecular interactions and kinetics. The acquisition of ELITechGroup which is active in the molecular diagnostics, microbiology and biomedical testing equipment field, complemented the segments MALDI BioTyper® platform for bacterial and fungal identification and establish Bruker as an innovative and growing infectious disease specialist in the IVD market. 

 The BSI CALID Segment’s instruments are based on the following technology platforms: 

 • MALDI-TOF —Matrix-assisted laser desorption ionization time-of-flight mass spectrometry, including tandem time-of-flight systems (MALDI-TOF); 

 • ESI-TOF —Electrospray ionization time-of-flight spectrometry, including trapped ion mobility (TIMS) based on ESI-quadrupole-TOF mass spectrometry (timsTOF); 

 • MRMS —Magnetic resonance mass spectrometry, including hybrid systems with a quadrupole front end (Q-q-MRMS); 

 • ITMS —Ion trap mass spectrometry; 

 • IMS – Ion mobility spectrometry; 

 • GC-MS —Gas chromatography-mass spectrometry systems utilizing triple-quadrupole time-of-flight mass spectrometry; 

 • LC-MS —Liquid chromatography-mass spectrometry systems utilizing triple-quadrupole time-of flight mass spectrometry; 

 6 

 • FT-IR —Fourier transform-infrared spectroscopy; 

 • NIR —Near-infrared spectroscopy; 

 • PCR —Polymerase chain reaction; 

 • Raman —Raman spectroscopy and microscopy, and 

 • QCL IR – Quantum Cascade LASER Infrared spectroscopy and microscopy. 

 MALDI-TOF mass spectrometers utilize an ionization process to analyze solid samples using a laser that combines high sample throughput with high mass range and sensitivity. Our MALDI-TOF mass spectrometers are particularly useful for applications in clinical diagnostics, environmental and taxonomical research and food processing and quality control. Specific applications include: oligonucleotide and synthetic polymer analysis; protein identification and quantification; peptide de novo sequencing; determination of post-translational modifications of proteins; interaction proteomics and protein function analysis; drug discovery and development; and fast body fluid and tissue peptide or protein biomarker detection. MALDI mass spectrometry allows users to classify and identify microorganisms quickly and reliably with minimal sample preparation efforts and life cycle costs. Our MALDI BioTyper solution, which serves the clinical microbiology market, enables identification, taxonomical classification or dereplication of microorganisms like bacteria, yeasts and fungi. 

 ESI-TOF mass spectrometers utilize an electrospray ionization process to analyze liquid samples. This ionization process, which does not dissociate the molecules, allows for rapid data acquisition and analysis of large biological molecules as well as complex biosamples. ESI-TOF mass spectrometers are particularly useful for: identification, protein analysis and functional complex analysis in proteomics and protein function; molecular identification in metabolomics, natural product and drug metabolite analysis; combinatorial chemistry high throughput screening; and fast liquid chromatography mass spectrometry, or liquid chromatography mass spectrometry (LC-MS), in drug discovery and development. 

 MRMS systems utilize high-field superconducting magnets to offer the highest resolution, selectivity, and mass accuracy currently achievable in mass spectrometry. Our systems based on this technology often eliminate the need for time-consuming separation techniques in complex mixture analyses. In addition, our systems can fragment molecular ions to perform exact mass analysis on all fragments to determine molecular structure. MRMS systems are particularly useful for: the study of the structure and function of biomolecules, including proteins, DNA and natural products; complex mixture analysis including body fluids or combinatorial libraries; high-throughput proteomics and metabolomics; and top-down proteomics of intact proteins without the need for enzymatic digestion of the proteins prior to analysis. We offer next-generation hybrid MRMS systems that combine a traditional external quadrupole mass selector and hexapole collision cell with a high-performance MRMS for further ion dissociation, top-down proteomics tools and ultra high-resolution detection. 

 IMS systems utilize Ion-mobility spectrometry (IMS) is an analytical technique used to separate and identify ionized molecules in the gas phase based on their mobility in a carrier buffer gas. Though heavily employed for military or security purposes, such as detecting chemical warfare agents and explosives (explosive trace detection, ETD), the technique also has many laboratory and analytical applications. 

 ITMS systems collect all ions simultaneously, which improves sensitivity relative to previous quadrupole mass spectrometers. Ion trap mass spectrometers are particularly useful for sequencing and identification based on peptide structural analysis, quantitative liquid chromatography mass spectrometry, identification of combinatorial libraries and generally enhancing the speed and efficiency of the drug discovery and development process. 

 GC-MS systems combine the features of gas chromatography and mass spectrometry to identify different substances within a test sample. The two components, used together, allow for a finer degree of substance identification than either system when used separately. The result is a quantitative analysis of the components and the mass spectrum of each component. Our GC-MS systems are available in triple quadrupole configurations and can be configured with a variety of options to suit a range of applications. Our GC-MS systems have applications in food and product safety, forensics, clinical and toxicology testing and environmental, pharmaceutical and chemical analysis. 

 LC-MS systems combine the separation features of liquid chromatography with the molecular identification features of mass spectrometry to separate, identify and quantify different substances within a test sample. As a complementary technique to GC-MS, which analyzes volatile compounds, LC-MS can be used to analyze a wide range of non-volatile compounds in complex samples. Our LC-MS systems are available in a wide range of configurations to suit a user’s specific needs. Although primarily used for life science applications, our LC-MS systems also have applications in food and product safety, forensics and clinical and toxicology testing, as well as environmental, pharmaceutical and chemical analysis. 

 FT-IR spectrometers utilize the mid- and far-infrared regions of the electromagnetic spectrum. Our FT-IR systems are commonly used for various quality control and materials research applications. 

 7 

 NIR spectrometers utilize the near-infrared region of the electromagnetic spectrum. Our NIR instruments are primarily used for quality and process control applications in the pharmaceutical, food and agriculture and chemical industries. The pharmaceutical industry is the leading user of NIR instruments, and applications include quality control, research and development and process analytical technology. The food and agricultural industry is the second largest user of NIR instrumentation, with an increasing demand for food, feed and beverage quality control. 

 PCR t he innovative LiquidArray ® technology optimizes asymmetrical multiplex PCR for creating excess single-stranded amplicons with detection by lights-on/-off probes that contain a quencher (lights-off) or both fluorophore and quencher (lights-on). During melting curve analysis, lights-on/-off probes detach from the amplicon at specific temperatures and as fluorescence is either emitted or suppressed, specific fluorescence signatures are generated by the unique FluoroCycler ® XT thermocycler for the LiquidArray ® multiplex PCR technology. The LiquidArray ® technology supports multiplexed assays where a large number of targets is analyzed simultaneously from single samples. For example, the LiquidArray ® -powered, WHO-endorsed FluoroType ® MTDBR VER 2.0 assay detects more than 500 genotypes by the combined analysis of up to 45 different mutations in mycobacteria. 

 Raman spectroscopy provides information on molecular structure. The mechanism of Raman scattering is different from that of infrared absorption, in that Raman and IR spectra provide complementary information. Raman is useful for the identification of both organic and inorganic compounds and functional groups. It is a nondestructive technique and can be used for the analysis of both liquids and solids. Raman is well suited for use in the polymer and pharmaceutical industries, and has applications in the metals, electronics and semiconductors industries. The technique also has applications in life sciences, forensics and artwork authentication. 

 QCL IR spectroscopy utilizes a different source for generating Infrared (IR) light, which is a quantum cascade LASER which constitutes a tunable (mid-)IR LASER. Quantum cascade lasers are fundamentally different from the conventional thermal sources which are used for FT-IR. QCL exhibits a spectral power density which is typically orders of magnitudes higher than that of a thermal source, therefore providing advantages in terms of applicability of samples and speed of measurement particularly for microscopy or imaging experiments. This technique is applied in life sciences, forensics, semiconductor industries and others. 

 Additionally, the Bruker Detection product line offers a wide range of portable analytical and bioanalytical detection systems and related products for CBRNE detection. Our customers use these devices for nuclear, biological agent and chemical agent defense applications, anti-terrorism, law enforcement and process and facilities monitoring. Our CBRNE detection products use many of the same technology platforms as our life science products, as well as additional technologies, including infrared stand-off detection and ion mobility spectrometry, for handheld chemical detectors. We also provide integrated, comprehensive detection suites that include our multiple detection systems, consumables, training and simulators. 

 BSI NANO Segment 

 The BSI NANO Segment comprises of the following: 

 • The Bruker AXS Division : Designs, manufactures and distributes advanced X-ray instruments that use electromagnetic radiation with extremely short wavelengths to determine the characteristics of matter and the three-dimensional structure of molecules. This includes a product portfolio of instruments based on X-ray fluorescence spectroscopy (XRF), X-ray diffraction (XRD) and X-ray micro computed tomography (µCT), or X-ray microscopy, as well as spark optical emission spectroscopy systems (S-OES) used to analyze the concentration of elements in metallic samples. 

 • The Bruker Nano Analytics Division: Manufactures and markets analytical tools for electron microscopes, including energy-dispersive X-ray spectrometers (EDS), electron backscatter diffraction systems (EBSD) and µCT accessories, as well as mobile and bench top micro X-ray fluorescence (µXRF), total reflection X-ray fluorescence spectrometers (TXRF) and handheld, portable and mobile X-ray fluorescence (HMP-XRF) spectrometry instruments. 

 • The Bruker Nano Surfaces and Metrology Division: This division's products include atomic force microscopy instrumentation (AFM). Such instruments provide atomic or near atomic resolution of surface topography and nanoscale, mechanical, electrical and chemical information using nano scale probes. The Bruker Nano Surfaces and Metrology Division also provides non-contact nanometer resolution solution topography through white light interferometry and stylus profilometry. In addition, the division manufacturers and markets automated X-ray metrology, automated AFM defect-detection and photomask repair and cleaning equipment for semiconductor process control. 

 • Bruker Spatial Biology Division: Provides the CosMx Spatial Molecular Imager and GeoMx Digital Spatial Profiler technologies for interrogating spatial transcriptomics, the nCounter technology for quantitation of gene expression, and the Cellscape technology for precision spatial proteomics. These technologies allow researchers to elucidate gene and protein expression in a spatial context, which is useful for characterizing the underlying biology of organs and tissues, as well as for deriving deep biological insight into gene and protein expression for the development of biomarkers. In addition, Bruker Spatial Biology offers a variety of services for transcriptional profiling and multiomic analysis, spanning the spectrum from early discovery research to translational research and clinical trials. 

 8 

 • The Consolidated Fluorescence Microscopy Business Unit: Provides advanced optical fluorescence microscopy instruments with multi-photon, multipoint scanning confocal, miniature head-mount, 3D super-resolution, light-sheet modalities for studies in life science applications. 

 • The Bruker Cellular Analysis Business Unit: Provides single-cell biology research tools to deliver deep insights into cellular function and new perspectives on phenomes and genotype-to-phenotype. 

 Customers of our BSI NANO Segment include academic institutions, governmental customers, nanotechnology companies, semiconductor companies, raw material manufacturers, industrial companies, biotechnology and pharmaceutical companies, and other businesses involved in materials analysis. 

 During 2024 we acquired substantially all of the assets and rights associated with NanoString Technologies, a leading provider of life-science research solutions for spatial transcriptomics and gene expression analysis. We subsequently created the Bruker Spatial Biology division, as described above, consisting of NanoString Technologies and Canopy Biosciences, along with Bruker Spatial Genomics. Furthermore, during 2024, we acquired Nion LLC, a manufacturer of innovative high-end scanning transmission electron microscopes, enhancing Bruker’s product offerings in materials science research and providing the technology base for applications in electron diffraction crystallography. Subsequently the Nion operations were integrated into the Bruker AXS division. 

 The BSI NANO Segment systems are based on the following technology platforms: 

 • XRD —Polycrystalline X-ray diffraction, often referred to as X-ray diffraction; 

 • XRF —X-ray fluorescence, also called X-ray spectrometry, including handheld XRF systems; 

 • SC-XRD— Single crystal X-ray diffraction, often referred to as X-ray crystallography; 

 • µCT— X-ray micro computed tomography, X-ray microscopy; 

 • EDS— Energy dispersive X-ray spectroscopy on electron microscopes; 

 • EBSD— Electron backscatter diffraction on electron microscopes; 

 • S-OES— Spark optical emission spectroscopy; 

 • CS/ONH— Combustion analysis for carbon, sulfur, oxygen, nitrogen, and hydrogen in solids; 

 • STEM —scanning transmission electron microscopes 

 • AFM —Atomic force microscopy; 

 • FM —Fluorescence microscopy; 

 • SOM —Stylus and optical metrology; 

 • TMT —Tribology and mechanical test systems for analysis of friction and wear; 

 • NanoIR —Nanoscale infrared spectroscopy; 

 • Alicona —Focus variation optical technology for non-contact dimensional metrology; 

 • BCA —Optofluidic platforms and Proteomic Barcoding platforms; 

 • Canopy —Multiplexed fluorescence-based single cell imaging as well as multi-omics sample characterization; and 

 • NanoString – platforms for spatial transcriptomic analysis and for the measurement of gene expression through detection of RNA abundance 

 XRD systems investigate polycrystalline samples or thin films with single wavelength X-rays. The atoms in the polycrystalline sample scatter the X-rays to create a unique diffraction pattern recorded by a detector. Computer software processes the pattern and produces a variety of information, including stress, texture, qualitative and quantitative phase composition, crystallite size, percent crystallinity and layer thickness, composition, defects and density of thin films and semiconductor material. Our XRD systems contribute to a reduction in the development cycles for new products in the catalyst, polymer, electronic, optical material and semiconductor industries. Customers also use our XRD systems in academic and government research, as well as in a variety of other fields, including forensics, art and archaeology. 

 XRF systems determine the elemental composition of a material and provide a full qualitative and quantitative analysis. Our XRF systems direct X-rays at a sample, and the atoms in the sample absorb the X-ray energy. The elements in the sample then emit X-rays that are characteristic for each element. The system collects the X-rays, and the software analyzes the resulting data to determine the elements that are present. Our XRF products provide automated solutions on a turn-key basis for industrial users that require 

 9 

 automated, controlled production processes that reduce product and process cost, increase output and improve product quality. Our XRF products cover substantially all of the periodic table and can analyze solid, powder or liquid samples. 

 SC-XRD systems determine the three-dimensional structures of molecules in a chemical, mineral, or biological substance being analyzed. SC-XRD systems have the capability to determine structure in both small chemical molecules and larger biomolecules. SC-XRD systems direct an X-ray beam at a solid, single crystal sample. The atoms in the crystal sample scatter the X-rays to create a precise diffraction pattern recorded by an electronic detector. Software then reconstructs a model of the structure and provides the unique arrangement of the atoms in the sample. This information on the exact arrangement of atoms in the sample is a critical part of molecular analysis and can provide insight into a variety of areas, including how a protein functions or interacts with a second molecule. Our SC-XRD systems are designed for use in the life sciences industry, academic research and a variety of other applications. 

 µCT is X-ray imaging in 3D, by the same method used in hospital CT scans, but on a small scale with massively increased resolution. 3D microscopy allows users to image the internal structure of objects non-destructively on a very fine scale. Bruker µCT is available in a range of easy-to-use desktop instruments, which generate 3D images of the sample’s morphology and internal microstructure with resolution down to the sub-micron level. Our µCT systems are used for numerous applications in materials research and in the life sciences industry. 

 EDS systems analyze the chemical composition of materials under investigation in electron microscopes by utilizing the fact that atoms of different chemical elements, when exposed to the high energy electron beam generated by the microscope, irradiate X-rays of different characteristic energy. The evaluation of the energy spectrum collected by our spectrometer allows the determination of the qualitative and quantitative chemical sample composition at the current beam position. EDS systems allow for simultaneous analysis of all elements in the periodic table, beginning with atomic number 4 (beryllium). Our EDS systems are used for a range of applications, including nanotechnology and advanced materials research, as well as materials analysis and quality control. Customers for EDS systems include industrial customers, academia and government research facilities. 

 EBSD systems are used to perform quantitative microstructure analysis of crystalline samples in electron microscopes. The microscope’s electron beam strikes the tilted sample and diffracted electrons form a pattern on a fluorescent screen. This pattern is characteristic of the crystal structure and orientation of the sample region from which it was generated. It provides the absolute crystal orientation with sub-micron resolution. EBSD can be used to characterize materials with regard to crystal orientation, texture, stress, strain, and grain size. EBSD also allows the identification of crystalline phases and their distribution and is applied to many industries such as metals processing, aerospace, automotive, microelectronics and earth sciences. 

 S-OES instruments are used for analyzing metals. S-OES covers a broad range of applications for metals analysis from pure metals trace analysis to high alloyed grades and allows for analysis of a complete range of relevant elements simultaneously. S-OES instruments pass an electric spark onto a sample, which burns the surface of the sample and causes atoms to jump to a higher orbit. Our detectors quantify the light emitted by these atoms and help our customers to determine the elemental composition of the material. This technique is widely used in production control laboratories of foundries and steel mills. 

 CS/ONH carrier gas systems incorporate a furnace and infrared or thermal conductivity detection to analyze inorganic materials for the determination of carbon, sulfur, nitrogen, oxygen and hydrogen. Combustion and inert gas fusion analyzers are used for applications in metal production and processing, chemicals, ceramics and cement, coal processing, oil refining and semiconductors. 

 STEM provides atomic-resolution information about physical and electronic structure, chemical identity, and local bonding environments by passing an atom-sized beam of electrons through a sample. The beam is raster scanned, and a series of different detectors are used to make atomic-resolutions maps showing atomic locations, chemical species, shifts in valence states, and even vibrational modes (phonons). Our STEM systems are used primarily in academic and national lab settings for basic science, advancing our fundamental understanding of the materials that will drive the next generation of technologies such as batteries, computer chips, and quantum information. 

 AFM systems provide atomic or near-atomic resolution of material surface topography using a nano-scale probe that is brought into light contact with the sample being investigated. In addition to presenting a surface image, AFM can also provide quantitative nano-scale measurements of feature sizes, material properties, electrical information, chemical properties and other sample characteristics. Our AFM systems are used for applications in academic and governmental materials and biological research and semiconductor, data storage hard drive, LED, battery, solar cells, polymers, and pharmaceutical product development and manufacturing. 

 FM products use fluorescence microscopy to determine the structure and composition of life science samples. Our products include two-photon microscopes, multipoint scanning confocal microscopes, miniature head-mounted microscopes, super-resolution microscopes, light-sheet microscopes, laser illumination sources, photoactivation, photostimulation and photoablation accessories and synchronization and analysis software. Two-photon microscopes allow imaging deep into tissues and cells and are used widely in neuroscience. Multipoint scanning confocal systems allow live cell imaging with rapid acquisition of images for structural and composition analysis. Miniature head-mount microscopes allow monitoring of animal brain activity during free-roaming, naturalistic 

 10 

 behavior at cellular level. Super-resolution and single-molecule localization microscopy products allow imaging below the optical diffraction limit by an order of magnitude. Light-sheet based products allow fast 3D volume imaging with very low phototoxicity and photo-damage effects enabling live cell and large volume imaging. 

 SOM systems provide atomic or near-atomic two dimensional and three-dimensional surface resolution using white light interferometry, confocal optical and stylus profilometry methods. SOM profilers range from low-cost manual tools for single measurements to advanced, highly automated systems for production line quality assurance and quality control applications where the combination of throughput, repeatability and reproducibility is essential. SOM profilers support a range of applications in research, product development, tribology, quality control and failure analysis related to materials and machining in the automotive, orthopedic, ophthalmic, high brightness LED, semiconductor, data storage, optics and other markets. 

 TMT systems provide a platform for all types of common mechanical, friction, durability, scratch and indentation tests for a wide spectrum of materials. Tribology systems are utilized for both academic research of the fundamental material properties and industrial applications in the semiconductor, aerospace, petroleum, automotive and other industries. 

 NanoIR systems perform infrared (IR) spectroscopy at the nanoscale. Our systems use nanoprobe technology similar to what is used in our atomic force microscopes to deliver quantitative chemical information from the nanoscale to the sub-micron and macro scales. The NanoIR measurement gives the user varying physical and chemical properties with nanoscale spatial resolution in a diverse range of fields, including polymers, 2D materials, materials science, life science and the micro-electronics industry. Our systems allow nanoscale IR absorption spectroscopy with interpretable IR spectra that directly correlates to FTIR as well as the complementary technique of nanoscale s-SNOM. With our broadband sources, these systems allow broadband scientific spectroscopy. 

 Alicona systems combine the functionalities of a micro coordinate measurement machine (CMM) with those of a surface measurement system. These dimensional metrology systems are based on the pioneering development of optical focus-variation measurement algorithms and provide the noncontact measurement of form and roughness of complex, miniaturized geometries. These systems serve many quality assurance application areas requiring precision measurement and dimensional metrology, including aerospace, automotive, precision medical products, additive manufacturing, and micro precision manufacturing. 

 Canopy provides spatial profiling services and instruments which include both our Cellscape instrument and ChipCytometry service for quantitative, high plex, targeted spatial proteomics in single cell and tissues. These technologies, along with Canopy’s more basic IHC and FISH services, allow researchers to elucidate gene and protein expression in a spatial context, which is useful for deep biological insight into gene expression and for the development of biomarkers. Canopy also provides transcriptional and multi-omic profiling services covering a variety of assays, including RNASeq and qPCR. 

 BCA provides customers with, among other offerings, Optofluidic platforms such as the Beacon and Beacon Select as well as Proteomic Barcoding platforms, such as the IsoLight System and the IsoSpark System. These platforms provide scientists with opportunities to perform cell biology research through experiments using our proprietary consumables. 

 NanoString provides the CosMx Spatial Molecular Imager and GeoMx Digital Spatial Profiler for interrogating spatial transcriptomics; and the nCounter Analysis System for quantitation of RNA-based gene expression. These technologies allow researchers to measure gene expression in a spatial context at the regional and single-cell level, and to quantify RNA gene expression in a targeted manner, respectively. Together, these tools are useful for characterizing the underlying biology of organs and tissues, the spatial gene expression associated with various disease states, and for deriving insights to drive the development of biomarkers. 

 BEST Segment 

 The BEST Segment designs, manufactures and distributes superconducting materials, such as metallic low temperature superconductors (LTS) and high temperature superconductors (HTS), for use in magnetic resonance imaging, nuclear magnetic resonance, fusion energy research and other applications in medical, clinical, pharmaceutical, high energy physics, renewable energy and environmental research. 

 BEST Segment offers a range of multifilament round and rectangular LTS wires in both monolithic and wire-in-channel formats, as well as customization to precise specifications for individual applications including radio frequency accelerator cavities and modules, power couplers and linear accelerators. The Bruker Rod-Restack Process (RRP®) conductor portfolio is designed for fusion and high-energy physics applications that demand the highest magnetic fields. The BEST Segment HTS solutions support high field and ultra-high field applications using round cross-section conductor design and solenoid applications for the electrical and healthcare industries. 

 Additionally, BEST designs and manufactures Cuponal which is an engineered alternative to copper wire and busbar. Cuponal high conductivity copper-clad aluminum (CCA) retains all the surface properties of copper and provides a cost-effective and weight-saving alternative to solid copper primarily in the aerospace industry providing weight savings and improved fuel efficiency. 

 11 

 BEST also manufactures and sells non-superconducting high technology tools, such as synchrotron and beamline instrumentation, principally to customers engaged in materials research and high energy physics research. 

 Sales and Marketing 

 We maintain direct sales forces throughout North America, Europe, China, Japan, and elsewhere in the Asia Pacific region. We also utilize indirect sales channels to reach customers. We have various international distributors and independent sales representatives in parts of Asia, Latin America, Africa, the Middle East and Eastern Europe. These entities augment our direct sales force and provide coverage in areas where we do not have direct sales personnel. The sales cycle for our products is dependent on the size and complexity of the system and budgeting cycles of our customers. Our sales cycle is typically three to twenty-four months for academic and high-end research products and two weeks to six months for industrial products. The sales cycle of our low temperature superconducting materials is typically four to twelve months, with cycles of certain high-end materials exceeding one year. Sales of our high-end NMR and superconducting devices typically take more than one year and certain large, complex contracts can take more than two years to complete. 

 We have well-equipped applications and demonstration facilities and qualified application personnel who assist customers and provide product demonstrations in specific application areas. We maintain our primary demonstration facilities at our production facilities, as well as in other key market locations. 

 Seasonal Nature of Business 

 Historically, we have higher levels of revenue in the fourth quarter and lower levels of revenues in the first quarter of the year, which we believe is influenced by our customers’ budgeting cycles. 

 Major Customers 

 We have a broad and diversified customer base and we do not depend on any single customer. No single customer accounted for more than 10% of revenue in any of the last three fiscal years through December 31, 2024, nor more than 10% of accounts receivable as of December 31, 2024, and 2023. 

 Competition 

 Our existing products and solutions and any products and solutions that we develop in the future may compete in multiple, highly competitive markets. In addition, there has been a trend towards consolidation in our industries and some of our competitors have substantially greater financial, technical and marketing resources than we do. Our competitors may succeed in developing and offering products that could render our products or those of our strategic partners obsolete or noncompetitive. Our competitors may also have cost and price advantages based upon the value of their currencies compared with the U.S. Dollar or Euro. In addition, some of these competitors have significantly more experience in the life sciences, chemical and materials markets. Our ability to compete successfully will depend on our ability to develop proprietary products that reach our target markets in a timely manner and are technologically superior to and/or less expensive, or more cost effective, than products marketed by our competitors. Current competitors or other companies may possess or develop technologies and products that are more effective than ours. Our technologies and products may be rendered obsolete or uneconomical by technological advances or by entirely different approaches developed by one or more of our competitors. 

 We also compete with companies that provide analytical, or automation tools based on technologies other than those we offer. These technologies may prove to be more successful in meeting demands in the markets that our products and solutions are intended to serve. In addition, other companies may choose to enter our fields in the future. We believe that the principal competitive factors in our markets are technology-based applications expertise, product specifications, functionality, reliability, marketing expertise, distribution capability, proprietary patent portfolios and cost effectiveness. 

 Our significant competitors (by segment) are as follows: 

 BSI BioSpin 

 The BSI BioSpin Segment competes with companies that offer magnetic resonance spectrometers, mainly JEOL, QOne Instruments, Quad, Ciqtek, Magritek, Nanalysis and Oxford Instruments. In the field of preclinical imaging, BioSpin competes with PerkinElmer Inc., Mediso, Trifoil, MR Solutions and others. 

 12 

 BSI CALID 

 The BSI CALID Segment competes with a variety of companies that offer mass spectrometry-based and molecular spectrometry-based systems. BSI CALID’s competitors in the life science markets and chemical and applied markets include Danaher, Agilent, GE-Healthcare, Waters, Thermo Fisher Scientific, Shimadzu, Hitachi and JEOL. In the microbiology market, CALID competes with Biomerieux. In molecular diagnostics, CALID competes with a number of companies offering products for infectious disease diagnostics. CALID also competes with a variety of companies that offer molecular spectrometry-based systems, including Thermo Fisher Scientific, PerkinElmer, Agilent, Foss, ABB Bomem, Buchi, Shimadzu, Horiba, Rigaku and Jasco. CALID’s CBRNE detection customers are highly fragmented, and it competes with a number of companies in this area, of which the most significant competitor is Smiths Detection. 

 BSI NANO 

 The BSI NANO Segment competes with companies that offer analytical X-ray solutions, OES systems, AFM and SOM systems and optical fluorescence systems, primarily Rigaku, Oxford Instruments, Agilent, Thermo Fisher Scientific, Ametek’s Spectro and Edax divisions, PANalytical, Park Systems, Olympus, Nikon, Zeiss and Danaher’s Leica business. 

 BEST 

 BEST competes with Western Superconducting Technologies Co., Ltd. (WST), Luvata, and Jastec Co., Ltd. in low temperature superconducting materials. BEST further competes with Zanon, Mitsubishi Electric and AES in the development and supply of accelerator cavities, with Thales, Toshiba and CPI International in the development and supply of radio frequency couplers, with Mitsubishi Heavy Industries in the development and supply of superconducting accelerator modules and with AES and Thales for electron linear accelerators. 

 Manufacturing and Suppliers 

 Several of our manufacturing facilities are certified under ISO 9001:2008 international quality standards. We manufacture and test our magnetic resonance products at our facilities in Faellanden, Switzerland; Wissembourg, France; and Karlsruhe, Germany. We manufacture and test our preclinical imaging products at our facilities in Ettlingen, Germany; Wissembourg, France; Kontich, Belgium; and Faellanden, Switzerland. We manufacture and test our automation solutions at our facility in Basel, Switzerland. We manufacture and test our mass spectrometry products at our facilities in Bremen, Germany. We principally manufacture and test our molecular spectroscopy products, including CBRNE detection products, at our facilities in Ettlingen, Leipzig and Erlangen, Germany as well as Mississauga, Canada, Wallisellen, Switzerland and Osaka, Japan. We manufacture and test our X-Ray products at our facilities in Karlsruhe, Berlin and Geesthacht, Germany; Migdal HaEmek, Israel; Durham, UK; Kontich, Belgium; Kirkland, Washington, USA, and Penang, Malaysia. Our S-OES products are manufactured at our sites in Karlsruhe, Germany and Penang, Malaysia. AFM instruments and components are manufactured at Santa Barbara and Camarillo, California, USA; Berlin, Germany; and Penang, Malaysia. We manufacture and test the majority of our energy and superconducting products at our facilities in Hanau, Germany; Bergisch Gladbach, Germany; Perth, Scotland; and Carteret, New Jersey, U.S.A. Manufacturing processes at our facilities in Europe, Israel and California, U.S.A. include all phases of manufacturing, such as machining, fabrication, subassembly, system assembly, and final testing. Our other facilities primarily perform high-level assembly, system integration and final testing. We typically manufacture critical components in-house to ensure key competence and outsource to third party manufacturers non-critical components. 

 We purchase materials and components from various suppliers that are either standard products or built to our specifications. We obtain some of the components included in our products from a limited group of suppliers or from a single-source supplier for items such as ceramics, charge coupled device area detectors, X-ray tubes, robotics, infrared optics and others. BEST has an ongoing collaboration and a joint technology development agreement with Allegheny Technologies Incorporated to advance state-of-the-art niobium-based superconductors, including those used in MRI magnets for the medical industry, and preclinical MRI magnets used in the life-science tools industry. 

 Research and Development 

 We commit substantial capital and resources to internal and collaborative research and development projects in order to provide innovative products and solutions to our customers. We conduct research primarily to enhance system performance and improve the reliability of existing products, and to develop revolutionary new products and solutions. Our research and development efforts are conducted for the relevant products within each of the operating segments, as well as in collaboration with others on areas such as microfluidics, automation and workflow management software. We have been the recipient of government grants from Germany and the United States for various projects related to early-stage research and development. We have generally retained, at a minimum, non-exclusive rights to any items or enhancements we develop under these grants. The German government requires that we use, and market technology developed under grants in order to retain our rights to the technology. We have also accepted some sponsored 

 13 

 research contracts from private sources. Additionally, the Company has been able to gain access to research and development capabilities through acquisitions, acquiring the intellectual property, technology and expertise of the acquired companies. 

 Our significant research and development activities (by segment) are as follows: 

 BSI BioSpin Segment: 

 The research and development performed in the BSI BioSpin Segment is primarily conducted at our facilities in Ettlingen, Germany; Faellanden, Switzerland and Wissembourg, France. The BSI BioSpin Segment maintains technical competencies in core magnetic resonance technologies and single- and multimodal imaging technologies and capabilities, including NMR, EPR, MRI, MPI, PET and CT. The most recent technological innovations included Bruker’s ultra-high-field class (1GHz and above) in the NMR and MRI product lines and the benchtop Fourier NMR platform. As part of our continuous development of systems and software, we have achieved major milestones in 2023 to make NMR and MRI technologies accessible to more labs, such as reduced siting requirements. 

 BSI CALID Segment: 

 The research and development performed in the BSI CALID Segment is primarily conducted at our facilities in Bremen, Ettlingen, Leipzig and Erlangen, Germany; Faellanden and Wallisellen, Switzerland; Toronto, Canada; Osaka, Japan, Wissembourg, France; Athens, Greece; and Torino, Italy. The BSI CALID Segment maintains technical competencies in core mass spectrometry technologies and capabilities, including: MALDI, ESI and EI/CI ion source, TOF, TOF/TOF, ion traps, MRMS, quadrupole and IMS analyzers and bioinformatics. Recent projects include the innovative timsTOF mass spectrometer for separation and analysis of unresolved compounds and conformations and further enhanced instrument sensitivity. In addition, new sample preparation and automation workflows were developed for deep plasma proteomics (Biognosys P2 workflow and Preomics ENRICHplus kit). The BSI CALID Segment also maintains technical competencies in core vibrational spectroscopy technologies and capabilities, including FT-IR, NIR and Raman. 

 BSI NANO Segment: 

 The research and development performed in the BSI NANO Segment is primarily conducted at our facilities in Karlsruhe, Berlin and Leipzig, Germany; Penang, Malaysia; Madison, Wisconsin, Eden Prairie, Minnesota, San Jose, Santa Barbara and Emeryville, California, Bothell, Washington, and St. Louis, Missouri, U.S.A. The BSI NANO Segment maintains technical competencies in core X-ray technologies and capabilities, including detectors used to sense X-ray and X-ray diffraction patterns, X-ray sources and optics that generate and focus the X-rays, robotics and sample handling equipment that holds and manipulates the experimental material, and software that generates the structural data. Recent projects include fluorescence microscopy with simultaneous, all-optical stimulation and imaging platforms for optogenetics neuroscience research and light sheet cell microscopy systems, which enable brain research and high-resolution live cell research and single-cell biology research tools to deliver deep insights into cellular function and new perspectives on phenomes and genotype-to-phenotype linkages. The BSI NANO Segment also has competencies in AFM technology, which involve sub-angstrom level position and motion control, as well as sub-pico newton force control. The BSI NANO Segment technologies also include 3D optical inference-based microscopy, stylus profilometry, tribology testing, nano-indentation, optical fluorescence two-photon microscopy, multipoint scanning microscopy, high-speed, 3D super-resolution florescence microscopy and spatial biology and single-cell targeted proteomics technologies. Recent innovations include elemental analyzer systems for advanced applications and research and simultaneous, all-optical stimulation and imaging platforms for neuroscience applications. 

 BEST Segment: 

 The research and development performed in the BEST Segment is primarily conducted at our facilities in Hanau and Bergisch Gladbach, Germany; and Carteret, New Jersey, U.S.A. BEST maintains technical competencies in the production and development of low and high temperature superconducting materials and devices. 

 Intellectual Property 

 Our intellectual property consists of patents, copyrights, trade secrets, know-how, and trademarks. Protection of our intellectual property is a strategic priority for our businesses because of the length of time and expense associated with bringing new products through the development process and to the marketplace. We have a substantial patent portfolio, and we intend to file additional patent applications as appropriate. We believe our owned and licensed patent portfolio provides us with a competitive advantage. This portfolio permits us to maintain access to a number of key technologies. We license our owned patent rights where appropriate. We intend to enforce our patent rights against infringers, if necessary. The patent positions of life sciences tools companies involve complex legal and factual questions. As a result, we cannot predict the enforceability of our patents with certainty. In addition, we are 

 14 

 aware of the existence from time to time of patents in certain countries, which, if valid, could impair our ability to manufacture and sell products in these countries. 

 We also rely upon trade secrets, know-how, trademarks, copyright protection and licensing to develop and maintain our competitive position. We generally require the execution of confidentiality agreements by our employees, consultants, and other scientific advisors. These agreements provide that all confidential information made known during the course of a relationship with us will be held in confidence and used only for our benefit. In addition, these agreements provide that we own all inventions generated during the course of the relationship. 

 Government Contracts 

 We are a party to various government contracts. Under some of these government contracts, the government may receive a license or similar rights to intellectual property developed under the contract. However, under the government contracts we enter, we generally receive at least non-exclusive rights to any items or technologies we develop. Although we transact business with various government agencies, we believe that no government contract is of such magnitude that a renegotiation of profits or termination of the contract or subcontracts at the election of the government would have a material adverse effect on our financial results. 

 Government Regulation 

 We are required to comply with federal, state, and local environmental protection regulations. We do not expect this compliance to have a significant impact on our capital spending, earnings or competitive position. 

 Certain of our products are subject to the U.S. Food and Drug Administration’s, or the FDA’s, requirements for electronic radiation emitting products, which include requirements related to record-keeping and reporting; labeling; notification; product repairs, replacements and refunds; importation; and performance standards. For example, prior to introducing a product in the United States, our Bruker AXS subsidiary provides notice to the FDA in the form of a Radiation Safety Initial Product Abbreviated Report, which provides identification information and operating characteristics of the product. If the FDA finds that the report is complete, it provides approval in the form of what is known as an accession number. Bruker AXS may not market a product in the U.S. until it has received an accession number. In addition, Bruker AXS submits an annual report to the FDA that includes the radiation safety history of all products it sells in the United States. Bruker AXS is required to report to the FDA incidents of accidental exposure to radiation arising from the manufacture, testing, or use of any of its products. Bruker AXS also reports installations of its products to state government regulatory agencies responsible for the regulation of radiation emitting devices. For sales in Germany, Bruker AXS registers each product with the local authorities. In some countries where Bruker AXS sells systems, Bruker AXS uses the certificate that Bruker AXS obtained from the federal authorities in Germany to assist it in obtaining a license, registration or certificate, as applicable, from the country or its relevant authorities in which the sale occurs. 

 Our Bruker AXS subsidiary possesses low-level radiation materials licenses from the local radiation safety authority, Gewerbeaufsichtsamt Karlsruhe, for its facility in Karlsruhe, Germany, and from the local radiation safety authority, Kanagawa Prefecture, for its facility in Yokohama, Japan, as well as from various other countries in which it sells its products. Our Bruker Optics subsidiary possesses low-level radiation licenses for facilities in Billerica, Massachusetts and Ettlingen and Leipzig, Germany. The U.S. Nuclear Regulatory Commission also has regulations concerning the exposure of our employees to radiation. 

 Certain of our products are subject to regulation as medical devices in the United States by the FDA and by similar regulatory bodies in other countries where such products are sold. The regulatory requirements imposed by the FDA and other regulatory bodies govern a wide variety of product-related activities, from quality management, design and development to labeling, manufacturing, promotion, sales, and distribution. As such, we continually invest in our manufacturing infrastructure to gain and maintain certifications and registrations necessary for the relevant level of regulatory clearance. We also are required to maintain processes and systems for medical device product submissions. For example, our MALDI BioTyper CA system is subject to regulation by the FDA as a medical device and requires FDA premarket review and clearance via the 510(k) premarket notification process and our IVD-CE Certified MALDI BioTyper system is subject to regulation in the European Union under the provisions of Directive 98/79/EC and Regulation (EU) 2017/746. In addition, certain product changes, including changes to the product indications or label claims, could trigger the requirement for a new 510(k) or other FDA or foreign regulatory premarket submission. The process of preparing a premarket submission to, and obtaining marketing approval, authorization, or clearance from the FDA and comparable foreign regulatory authorities (including notified bodies in the EU) for new products, or for enhancements or modifications to existing products, could take a significant amount of time, require the expenditure of substantial financial and other resources, and require rigorous and expensive pre-clinical and clinical testing. Additionally, the FDA or comparable foreign regulatory authorities could impose limitations on the indications for use of our products. Should we pursue an FDA or comparable foreign regulatory authority clearance, authorization, or approval for a new device or device modification, we cannot be certain that we will receive required clearance, authorization, or approval on a timely basis or at all. The failure to receive clearance, authorization, or approval for 

 15 

 significant new products or modifications to existing products on a timely basis or at all could have a material, adverse effect on our financial condition and results of operations. 

 Both before and after a medical device product is commercially released, we have ongoing responsibilities under FDA and foreign regulations. For example, we are required to comply with the FDA’s Quality System Regulation, which sets forth the good manufacturing requirements for medical devices. These include requirements related to design controls, production and process controls, process validation, purchasing controls, supplier oversight, complaint handling and investigation, corrective and preventative actions, and record-keeping. In addition, the FDA’s medical device reporting regulation requires us to provide information to the FDA whenever we become aware that there is evidence that reasonably suggests that a device may have caused or contributed to a death or serious injury or, that a malfunction occurred which would be likely to cause or contribute to a death or serious injury upon recurrence. We are also required to report to the FDA if we initiate a device removal (recall) or correction to reduce a risk to health posed by the device or to remedy a violation which may present a risk to health. The FDA and comparable foreign regulatory authorities also regulate the promotion and marketing of medical devices and require that manufacturers only make promotional claims or statements that are consistent with the indications and labeling cleared, authorized, or approved by the FDA or other regulatory authorities. The FDA and comparable foreign regulatory authorities may take enforcement action against us, should the FDA determine we have engaged in “off-label” promotion or other violative marketing activities. In addition, FDA and comparable foreign regulatory authorities may take enforcement action should they determine that we have marketed any of our other (non-medical device) products for FDA-regulated purposes without obtaining the required regulatory clearances, authorizations, or approvals or ensuring such products comply with other FDA and comparable foreign regulatory requirements. 

 The European Union Directive 98/97/EC (IVDD) was replaced by the Regulation (EU) 2017/746 of April 5, 2017, on in vitro diagnostic medical devices (IVDR). The IVDR became applicable in May 2022. The regime changes significantly with the IVDR. In comparison to the IVDD, the IVDR requires, among other things, more clinical evidence to demonstrate the claimed benefits and safety of the device in relation to its stated purpose, stricter classification and CE-marking requirements and ongoing post-market follow-up to ensure conformity. The IVDR also requires new databases to be set up to track which devices are CE marked and to register clinical studies and post-market monitoring. In addition, tracing is enhanced by a Unique Device Identification (UDI) System and through requirements on other economic operators in the supply chain. Our products that are currently approved under the IVDD, and not already placed on the market or put into service, must be recertified under the IVDR. 

 Backlog 

 Our backlog consists of firm orders under non-cancelable purchase orders received from customers. Total remaining performance obligations as of December 31, 2024, and 2023 was approximately $2,090.4 million and $2,226.7 million, respectively. The decrease in our backlog in 2024 compared to 2023 was primarily driven by lower BEST order bookings. We generally experience varying revenue levels in the first three quarters of the year, while our fourth quarter revenues have historically been stronger than the rest of the year. As a result, backlog on any particular date is not necessarily a reliable indicator of long-term revenue performance. 

 Human Capital 

 We are committed to enabling scientists to make breakthrough discoveries and develop new applications that improve the quality of human life. Our employees are a critical component of that mission. We endeavor to attract, develop and retain top talent by offering our employees a challenging but rewarding work experience, as well as competitive compensation and benefits. Further, we strive to create a work environment that promotes integrity, respect and trust among our employees. 

 Workforce Composition 

 As of December 31, 2024, and 2023, Bruker employed the following full-time employees: 

 Number of Employees 
 
 2024 
 
 2023 
 
 Full-time employees in the United States 
 
 2,408 
 
 1,792 
 
 Full-time employees in other countries 
 
 8,988 
 
 7,915 
 
 Total employees 
 
 11,396 
 
 9,707 
 
 16 

 The table below provides a breakdown of Bruker’s employees by functional area. 

 Number of Employees 
 
 2024 
 
 2023 
 
 Production and distribution employees 
 
 5,221 
 
 4,469 
 
 Selling and marketing employees 
 
 2,692 
 
 2,313 
 
 General and administrative employees 
 
 1,437 
 
 1,174 
 
 Research and development employees 
 
 2,046 
 
 1,751 
 
 Total employees 
 
 11,396 
 
 9,707 
 
 Talent, Development and Workforce Strategy 

 Bruker is committed to providing a variety of learning opportunities to advance the personal and professional goals of our global teams. Our talent and development programs cover a variety of topics including those focused on technical expertise, leadership and communication skills. 

 A global performance management process promotes regular feedback and coaching by managers to develop employees. Throughout the year, managers and employees engage in annual objective setting, mid-year reviews of performance as well as a year-end performance evaluation. Managers and employees also participate in career conversations throughout the year. These discussions are critical tools that reinforce the alignment of employee activities and career goals throughout the year and provide employees opportunities to grow. Performance assessments also support the identification of our high performers and high potential employees based on merit. These employees are encouraged to continue their professional development with additional coaching and on the job learning opportunities to enhance their readiness for future advancement. 

 In 2024, we continued with our supervisor training program for newly hired or promoted first line leadership. This program is expanding to other employee groups within Bruker to provide a consistent foundation of knowledge and expectations for our leaders. Additionally, our robust leadership program brings together participants from across the globe to provide education aimed to enhance their skills in business acumen, leadership, and communication. A practical opportunity to apply these skills is included as part of the program under the mentorship of experienced leaders. The coaching from internal leaders is supported also by professional external mentorship ensuring a comprehensive learning experience. 

 Employee Engagement 

 Bruker is committed to fostering a culture of continuous learning and knowledge sharing to support development and retention, and also recognizes the importance of inclusion. Inclusion is an essential element of our core values and is crucial to the dynamic, entrepreneurial working environment our employees thrive in, and aligns with our mission to innovate responsibly and with integrity. 

 We support several initiatives that promote inclusion at Bruker: 

 • Cross-functional collaboration and teamwork, encouraging employees to build relationships across different business units and geographies. 

 • Employee engagement programs, including professional networking opportunities, internal mentorship, and knowledge sharing platforms. 

 • Global team-building events, providing employees with opportunities to interact and strengthen connections. 

 Our employees play active roles in these initiatives, often creating and facilitating them directly. Bruker has continued to support events such as Germany’s nationwide Girls’ Day and celebration of the festival of colors, HOLI, in India. These programs and events help employees develop their skills, expand their networks, and contribute meaningfully to our business objectives. They also provide critical connections for new hires and establish internal networks across functions for employees who may not otherwise have opportunity to interact. 

 Employee Health and Safety 

 Bruker prioritizes the safety and wellbeing of its employees. Bruker accomplishes this through compliance with applicable laws and regulations regarding workplace safety, including recognition and control of workplace hazards, the elimination of unsafe manufacturing and workplace practices, tracking injury and illness rates, utilizing a global travel health program and maintaining detailed emergency and disaster recovery plans. We are committed to reducing safety risks across our business groups and at our 

 17 

 corporate and manufacturing sites worldwide. The following are examples of initiatives and programs designed with employee health and safety in mind: 

 • One of our German facilities has a robust accident prevention program and contributes to active environmental protection. This has been recognized with an ISO 45001 certification. 

 • A confidential Employee Assistance Program has been implemented at several new sites providing no-cost support to employees and offering assistance on several personal topic areas. 

 • Many locations throughout the globe encourage employees to be mindful of a healthy lifestyle such as organized group exercise activities. These activities not only enhance employee physical health, but emotional and mental health as well through increasing camaraderie among colleagues. 

 Available Information 

 We maintain a website at www.bruker.com . We make available on our website documents describing our corporate governance and our Code of Conduct. We are not including the information contained on our website as a part of, or incorporating it by reference into, this Annual Report on Form 10-K. We make available free of charge through our website our annual reports on Form 10-K, our proxy statements, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to these reports filed with or furnished to the SEC pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. The SEC also maintains a website site that contains periodic reports, proxy and information statements and other information regarding our filings at www.sec.gov . 

 18
BRUKER CORP 10-K

Item 1. Business
