What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-27 compared with 2025-03-03 · 777 added, 635 removed, 1188 unchanged (54% of the section changed)

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Consolidated Balance Sheets as of December 31, 2025, and 2024

Consolidated Statements of Income for the years ended December 31, 2024, 2023, and 2022

Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023, and 2022

Consolidated Statements of Operations for the years ended December 31, 2025, 2024, and 2023

Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2025, 2024, and 2023

Consolidated Statements of Redeemable Noncontrolling Interests and Shareholders’ Equity for the years ended December 31, 2025, 2024, and 2023

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Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Bruker Corporation and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of income, of comprehensive income, of redeemable noncontrolling interests and shareholders’ equity and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes (collectively referred to as the “consolidated financial statements”).

We have audited the accompanying consolidated balance sheets of Bruker Corporation and its subsidiaries (the "Company") as of December 31, 2025 and 2024, and the related consolidated statements of operations, of comprehensive (loss) income, of redeemable noncontrolling interests and shareholders' equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes (collectively referred to as the "consolidated financial statements").

We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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We believe that our audits provide a reasonable basis for our opinions.

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded Chemspeed Technologies AG, Dynamic Biosensors GmbH, ELITechGroup, Nanophoton Corporation, NanoString Technologies, Nion LLC, Phasefocus Holdings Limited, Spectral Instruments Imaging LLC, and Tornado Spectral Systems Inc., from its assessment of internal control over financial reporting as of December 31, 2024 because they were acquired by the Company in purchase business combinations during 2024.

We have also excluded Chemspeed Technologies AG, Dynamic Biosensors GmbH, ELITechGroup, Nanophoton Corporation, NanoString Technologies, Nion LLC, Phasefocus Holdings Limited, Spectral Instruments Imaging LLC, and Tornado Spectral Systems Inc.

from our audit of internal control over financial reporting.

The total assets and total revenues of these acquired entities excluded from management’s assessment and our audit of internal control over financial reporting collectively represent approximately 7% and 7%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2024 .

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded Biocrates Life Sciences GmbH, Ridom GmbH, RECIPE Chemicals + Instruments GmbH, and Molzym GmbH & Co.

KG from its assessment of internal control over financial reporting as of December 31, 2025 because they were acquired by the Company in purchase business combinations during 2025.

We have also excluded Biocrates Life Sciences GmbH, Ridom GmbH, RECIPE Chemicals + Instruments GmbH, and Molzym GmbH & Co.

KG from our audit of internal control over financial reporting.

The total assets and total revenues of these acquired entities excluded from management’s assessment and our audit of internal control over financial reporting collectively represent less than 1% and 1%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2025.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally

accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

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These procedures also included, among others, testing revenue recognized for a sample of system sales transactions by obtaining and inspecting source documents, such as invoices, customer purchase orders, shipping or delivery documents, acceptance documents, and cash receipts, where applicable.

Acquisition of ELITechGroup – Valuation of Customer Relationships and Technology

As described in Note 4 to the consolidated financial statements, on April 30, 2024, the Company completed the acquisition of ELITechGroup for total consideration transferred, net of cash acquired, of $931.2 million.

Of the acquired intangible assets, $236.3 million of customer relationships and $193.3 million of technology were recorded.

Fair value is estimated by management using a multi-period excess earnings method for the customer relationships and a relief from royalty method for technology.

Management’s cash flow projections for the intangible assets acquired included significant judgments and assumptions related to customer attrition rates, contributory asset charges, and discount rates for the customer relationships and revenue growth rates, royalty rates, obsolescence rates, and discount rates for the technology.

The principal considerations for our determination that performing procedures relating to the valuation of customer relationships and technology acquired in the acquisition of ELITechGroup is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the customer relationships and technology acquired;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to customer attrition rates, contributory asset charges, and discount rates for the customer relationships and revenue growth rates, royalty rates, obsolescence rates, and discount rates for the technology;

Interim Goodwill Impairment Test – Bruker Spatial Biology and Automation Reporting Units

As described in Notes 2 and 6 to the consolidated financial statements, as of December 31, 2025, the goodwill associated with the Bruker Scientific Instruments (BSI) NANO segment was $525.8 million, of which a portion relates to the Bruker Spatial Biology (BSB) reporting unit and the goodwill associated with the BSI BioSpin segment was $202.7 million, of which a portion relates to the Automation (AUT) reporting unit.

Management tests goodwill for impairment annually as of October 1 or more frequently if impairment indicators arise at the reporting unit level.

During the third quarter of 2025, and as of September 30, 2025, management concluded that it was more likely than not that the fair value of four of the Company’s reporting units was less than their carrying amount.

As a result, management performed a quantitative impairment test for those reporting units.

The results of the valuation indicated that the carrying amount of the BSB and AUT reporting units exceeded their fair value.

As a result, during the third quarter of 2025, the Company recorded a goodwill impairment charge of $96.5 million.

In determining the fair value of the reporting units, management used a weighted combination of the market approach and the income approach.

The income approach utilizes a discounted cash flow model with inputs developed using both internal and market-based data, while the market approach utilizes comparable company information.

Estimating the fair value of the reporting units requires significant judgment by management.

The significant assumptions in the discounted cash flow models included, but were not limited to, discount rates, revenue growth rates and earnings before interest, taxes and depreciation and amortization (EBITDA) margin targets.

The significant assumptions in the market approach included, but were not limited to, revenue growth rates and revenue multiples based on the guideline public company method.

The principal considerations for our determination that performing procedures relating to the interim goodwill impairment test of the BSB and AUT reporting units is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the BSB and AUT reporting units;

(ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating (a) management’s significant assumptions related to discount rates, revenue growth rates, and EBITDA margin targets used in the income approach and revenue growth rates and revenue multiples used in the market approach and (b) the reasonableness of the weighted combination of the approaches;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the customer relationships and technology acquired.

These procedures also included, among others (i) reading the securities purchase agreement;

(ii) testing management’s process for developing the fair value estimate of the customer relationships and technology acquired;

(iii) evaluating the appropriateness of the multi-period excess earnings and relief from royalty methods used by management;

(iv) testing the completeness and accuracy of the underlying data used in the multi-period excess earnings and relief from royalty methods;

and (v) evaluating the reasonableness of the significant assumptions used by management related to customer attrition rates, contributory asset charges, and discount rates for the customer relationships and revenue growth rates, royalty rates, obsolescence rates, and discount rates for the technology.

Evaluating management’s assumptions related to revenue growth rates for the technology involved considering (i) the current and past performance of the ELITechGroup business;

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment tests, including controls over the valuation of the BSB and AUT reporting units.

These procedures also included, among others (i) testing management’s process for developing the fair value estimate of the BSB and AUT reporting units;

(ii) evaluating the appropriateness of the income and market approaches used by management, including the reasonableness of the weighted combination of the approaches;

(iii) testing the completeness and accuracy of underlying data used in the income and market approaches;

and (iv) evaluating the reasonableness of the significant assumptions used by management related to discount rates, revenue growth rates, and EBITDA margin targets used in the income approach and the revenue growth rates and revenue multiples used in the market approach.

Evaluating management’s assumptions related to revenue growth rates and EBITDA margin targets involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the BSB and AUT reporting units;

(ii) the consistency with external market and industry data;

and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the multi-period excess earnings and relief from royalty methods and (ii) the reasonableness of the assumptions related to customer attrition rates, contributory asset charges, and discount rates for the customer relationships and the assumptions related to royalty rates, obsolescence rates, and discount rates for the technology.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the income and market approaches, including the reasonableness of the weighted combination of the approaches and (ii) the reasonableness of the discount rate and revenue multiple assumptions.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

March 3, 2025

February 27, 2026

We have served as the Company’s auditor since 2016.

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Accounts payable

Deferred revenue and customer advances

Current portion of deferred revenue and customer advances

Other current liabilities

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Shareholders’ equity:

Preferred stock, $ 0.01 par value 5,000,000 shares authorized, none issued or

outstanding at December 31, 2024 and 2023

Common stock, $ 0.01 par value 260,000,000 shares authorized, 182,456,831

and 175,943,705 shares issued, and 151,677,952 and 145,164,826 outstanding

at December 31, 2024 and 2023, respectively

Treasury stock at cost, 30,778,879 shares at December 31, 2024

Preferred stock, par value $ 0.01 ;

Authorized - 5,000,000 shares

Series A 6.375 % Mandatory Convertible;

$ 250 per share liquidation preference of $ 693.8 million in the aggregate;

Issued and outstanding - 2,760,000 shares (2024:

Common stock, par value $ 0.01 ;

Authorized - 260,000,000 shares

Issued - 183,047,629 shares (2024:

182,456,831 );

Outstanding - 152,143,041 shares (2024:

151,677,952 )

Treasury stock, at cost

Purchased - 30,904,588 shares (2024:

Additional paid-in capital

Retained earnings

Accumulated other comprehensive income (loss), net of tax

Accumulated other comprehensive loss, net of tax

Total shareholders’ equity attributable to Bruker Corporation

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BRUKER CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per share data)

Year Ended December 31,

Product revenue

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Research and development

Goodwill impairment charge

Other charges, net

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Bargain purchase gain and associated measurement period adjustments

Interest and other income (expense), net

Income before income taxes, equity in income (losses) of unconsolidated

Interest and other expense, net

Income before income taxes, equity in (losses) income of unconsolidated

investees, net of tax, and noncontrolling interests in consolidated

Income tax provision

Equity in income (losses) of unconsolidated investees, net of tax

Consolidated net income

Equity in (losses) income of unconsolidated investees, net of tax

Consolidated net (loss) income

Net income attributable to noncontrolling interests in

consolidated subsidiaries

Net income attributable to Bruker Corporation

Net income attributable to Bruker

Corporation shareholders per common share:

Net (loss) income attributable to Bruker Corporation

Dividends on Series A Mandatory Convertible Preferred Stock

Net (loss) income attributable to Bruker Corporation common shareholders

Net (loss) income per common share attributable to Bruker Corporation

common shareholders:

Weighted average common shares outstanding:

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BRUKER CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(in millions)

Year Ended December 31,

Consolidated net income

Consolidated net (loss) income

Other comprehensive income (loss):

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Designated hedging instruments:

Unrealized gain (loss) on designated hedging instruments

Reclassification of (gain) on cashflow hedges to statements of income

Gain (loss) on designated hedging instruments before income taxes

Income tax expense (benefit) related to designated hedging instruments

Gain (loss) on designated hedging instruments after income taxes

Pension and other postretirement plans:

Pension and other postretirement benefit liability adjustments gain (loss) arising during the period

Amortization of actuarial gain (loss) and prior service credits included in net periodic pension cost

Total pension and other postretirement benefit liability adjustments gain (loss) before income taxes

Income tax benefit expense (benefit) related to total pension and other postretirement benefit liability adjustments

Total pension and other postretirement benefit liability adjustments gain (loss) after income taxes

(Loss) gain on designated hedging instruments before income taxes

Income tax (benefit) expense related to designated hedging instruments

(Loss) gain on designated hedging instruments after income taxes

Pension and other post-retirement plans:

Pension and other post-retirement benefit liability adjustments gain (loss) arising during the period

Amortization of actuarial loss and prior service credits included in net periodic pension cost

Total pension and other post-retirement benefit liability adjustments gain (loss) before income taxes

Income tax benefit expense (benefit) related to total pension and other post-retirement benefit liability adjustments

Total pension and other post-retirement benefit liability adjustments gain (loss) after income taxes

Total other comprehensive income (loss)

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Comprehensive income (loss) attributable to noncontrolling interests

Comprehensive loss attributable to redeemable noncontrolling

Comprehensive income (loss) attributable to redeemable noncontrolling

Total Comprehensive income attributable to Bruker Corporation

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Noncontrolling

Number of Series A Preferred

Shares Outstanding

Preferred Stock

Number of Common

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Number of Treasury

Accumulated Other

Comprehensive

Income (loss), net of tax

Shareholders’

Attributable to

Total Shareholders’

Equity Attributable to

Bruker Corporation

Noncontrolling

Interests in Consolidated

Shareholders’

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Shares repurchased

Distributions to noncontrolling

Cash dividends paid to common

shareholders ($ 0.20 per share)

Employee stock purchase plan

Dividends to common shareholders

Proceeds from the sale of non-controlling interests, net of loan receivable of $ 0.3

Other shareholders of majority owned acquisitions

Distributions to noncontrolling interests

Consolidated net income (loss)

Other shareholders of majority

owned acquisitions

Acquisition of minority interest

Other comprehensive income (loss)

Balance at December 31, 2023

145,164,826.0

Stock options exercised

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Stock-based compensation

Shares repurchased

Employee stock purchase plan

Cash dividends paid to common

shareholders ($ 0.20 per share)

Proceeds from the sale of non-

controlling interests, net of loan

receivable of $ 0.3

Other shareholders of majority

owned acquisitions

Distributions to noncontrolling interest

Public Offering, net of issuance costs of $ 0.8 million

Dividends to common shareholders

Loans to noncontrolling interest

Consolidated net income (loss)

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Employee stock purchase plan

Public Offering, net of issuance costs of

$ 0.8 million

Cash dividends paid to common

shareholders ($ 0.20 per share)

Loans to noncontrolling interest

Consolidated net income

Other comprehensive (loss)

Shares repurchased

Issuance of treasury stock in acquisition

Issuance of Series A Mandatory Convertible Preferred Stock, net of issuance costs of $ 20.3 million

Dividends to Series A Mandatory Convertible Preferred Stock

Dividends to common shareholders

Distributions to noncontrolling interests

Consolidated net (loss) income

Certain other acquisitions

Other comprehensive income

Balance at December 31, 2025

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(in millions)

Year Ended December 31,

Cash flows from operating activities:

Consolidated net income

Adjustments to reconcile consolidated net income to cash flows from

Consolidated net (loss) income

Adjustments to reconcile consolidated net (loss) income to cash flows from

operating activities:

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Bargain purchase gain on acquisition and associated measurement period adjustments

Impairment of minority investments and other long-lived assets

Loss on sale of minority investment

Gain (loss) on sale of property, plant and equipment

Impairment of goodwill, intangible assets, other long-lived assets, and certain minority investments

Write down of inventories

Acquisition-related hybrid liability adjustments

Foreign currency transaction (gain) loss, net

Other non-cash expenses, net

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Accounts payable

Accrued compensation

Income taxes payable, net

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Purchases of property, plant and equipment

Maturity of short-term investments

Proceeds from sale of minority investment

Cash paid for minority investments

Cash paid for acquisitions, net of cash acquired

Proceeds from sales of property, plant and equipment

Net proceeds from cross-currency swap agreements

Cash paid for business combinations, net of cash acquired

Cash paid for in-process research and development and related assets

Other investing activities, net

Net cash used in investing activities

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Proceeds from long-term debt

Payment of deferred financing costs

Proceeds from Public Offering of common stock, net of issuance costs

Proceeds from issuance of common stock under employee stock plans, net

Payment of contingent consideration

Proceeds from issuance of Series A Mandatory Convertible Preferred Stock, net of issuance costs

Proceeds from issuance of common stock, net

Payment of dividends to Series A Mandatory Convertible Preferred Shareholders

Payment of dividends to common shareholders

Repurchase of common stock

Proceeds from the sale (payment for the purchase) of noncontrolling interests

Other financing activities, net

Net cash provided by (used in) financing activities

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• Bruker Scientific Instruments ( “ BSI ” ) BioSpin :

Designs, manufactures and distributes enabling life science tools based on magnetic resonance technology and provides automated laboratory research and development and quality control workflow solutions in a wide range of chemical research fields.

Designs, manufactures, and distributes life science tools based on magnetic resonance technology, and provides automated laboratory research and development and quality control workflow solutions in a wide range of chemical research fields.

Revenues are generated by academic and government research customers, pharmaceutical and biotechnology companies, and nonprofit laboratories, as well as chemical, food and beverage, clinical, and other industrial companies.

• BSI CALID (Chemicals, Applied Markets, Life Science, In Vitro Diagnostics, Detection ):

Designs, manufactures and distributes life science mass spectrometry, applied spectrometry and ion mobility spectrometry solutions, analytical and process analysis instruments and solutions based on infrared and Raman molecular spectroscopy technologies, provides systems and assays for molecular diagnostics (MDx), biomedical systems/specialty IVD and microbiology, and radiological/nuclear detectors for Chemical, Biological, Radiological, Nuclear and Explosive (CBRNE) detection.

Designs, manufactures, and distributes life science mass spectrometry, applied spectrometry and ion mobility spectrometry solutions, analytical and process analysis instruments, and solutions based on infrared and Raman molecular spectroscopy technologies.

Provides systems and assays for molecular diagnostics (“MDx”), biomedical systems/specialty IVD and microbiology, and radiological/nuclear detectors for Chemical, Biological, Radiological, Nuclear and Explosive (“CBRNE”) detection.

Revenues are generated from academic institutions and medical schools;

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The segment focuses on metallic low temperature superconductors for use in magnetic resonance imaging, nuclear magnetic resonance, fusion energy research, and other applications.

Revenues are generated from medical, clinical, pharmaceutical, and aerospace companies, as well as other businesses involved in materials research, fusion energy research, high energy physics, renewable energy, and environmental research.

BEST also delivers extreme ultraviolet radiation (“EUV”/“XUV”) based technologies and solutions to world leading semiconductor companies and research labs.

The preparation of consolidated financial statements in accordance with generally accepted accounting principles in the United States (“U.S.

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Noncontrolling interests represents the minority shareholders’ proportionate share of the Company’s majority-owned subsidiaries.

The portion of net income or net loss attributable to non-controlling interests is presented as net income attributable to noncontrolling interests in consolidated subsidiaries in the consolidated statements of income and comprehensive income, and the portion of other comprehensive income of these subsidiaries is presented in the consolidated statements of shareholders’ equity.

The portion of net income or net loss attributable to non-controlling interests is presented as net income attributable to noncontrolling interests in consolidated subsidiaries in the consolidated statements of operations and comprehensive income, and the portion of other comprehensive income of these subsidiaries is presented in the consolidated statements of shareholders’ equity.

Redeemable Noncontrolling Interests

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As the redemptions are contingently redeemable at the option of the noncontrolling interest shareholders, the Company classifies the carrying amount of the redeemable noncontrolling interest in the mezzanine section on the consolidated balance sheet, which is presented above the equity section and below liabilities.

The redeemable noncontrolling interests are measured at the greater of the amount that would be paid if settlement occurred as of the balance sheet date based on the contractually defined redemption value and its carrying amount adjusted for net income (loss) attributable to the noncontrolling interest.

Adjustments to the carrying value of the redeemable noncontrolling interest are recorded through earnings.

The redeemable noncontrolling interests are measured at the greater of the amount that would be paid if settlement occurred as of the balance sheet date based on the contractually defined redemption value or its carrying amount adjusted for net income (loss) attributable to the noncontrolling interest.

Any adjustments to the carrying value of the redeemable noncontrolling interest are recorded through earnings.

Business Combinations

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The final determination may result in asset and liability values that are different than the preliminary estimates.

The fair value of identifiable intangible assets acquired is based on valuations that use information and assumptions determined by management and which consider management’s best estimates of inputs and assumptions that a market participant would use.

The fair value of identifiable intangible assets acquired is based on valuations that use information and assumptions determined by management which consider management’s best estimates of inputs and assumptions that a market participant would use.

The Company estimates the fair value of identifiable intangible assets using the income approach through a discounted cash flow analysis.

The discounted cash flow analysis is based on the forecasts used by the Company to price the acquisition, and the discount rates applied are benchmarked by referencing the implied rate of return of the Company’s pricing model and the weighted average cost of capital, reflecting a market discount rate.

Using a residual method, any excess between the consideration paid and the fair value of net assets acquired is recorded as goodwill.

The discounted cash flow analysis is based on the forecasts used by the Company to price the acquisition.

The discount rates applied are benchmarked by referencing the implied rate of return of the Company’s pricing model and the weighted average cost of capital, reflecting a market discount rate.

Using a residual method, any excess between the consideration transferred and the fair value of net assets acquired is recorded as goodwill.

The Company believes any positive goodwill represents the future economic benefits of the acquisition that are not individually identifiable, such as synergies between the acquired assets and the Company’s existing businesses.

The amortization period for the intangible assets acquired is calculated based on the estimated recovery of future cash flows.

Asset Acquisitions

The Company measures and recognizes asset acquisitions that are not deemed to be business combinations based on the cost to acquire the asset or group of assets, which includes transaction costs.

Goodwill is not recognized in asset acquisitions.

In an asset acquisition, the cost allocated to acquire in-process research and development (“IPR&D”) with no alternative future use is charged to expense at the acquisition date.

On November 14, 2025, the Company acquired 100 % of the outstanding equity in AST Revolution, LLC (“AST”), an invitro diagnostics company focused on developing next-generation rapid antimicrobial susceptibility solutions, for approximately $ 29.4 million.

The Company accounted for this transaction as an asset acquisition as the business did not have employees or revenue.

The purchase consideration was allocated to the assets acquired on a relative fair value basis.

The assets acquired consisted primarily of in-process research and development (“IPR&D”) relating to the WAVE system and associated intellectual property portfolio.

The Company recognized $ 13.5 million of expense for the acquired IPR&D in other charges, net in the consolidated statements of operations, and also recognized a deferred tax asset of $ 13.0 million in connection with this asset acquisition.

Cash and Cash Equivalents

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Multi-Currency Notional Cash Pooling

In June 2024, the Company entered into a master netting arrangement with a third-party financial institution whereby certain subsidiaries participate in a notional cash pooling arrangement to manage global liquidity requirements.

The Company has a master netting arrangement with a third-party financial institution whereby certain subsidiaries participate in a notional cash pooling arrangement to manage global liquidity requirements.

As part of the master netting arrangement, the participating subsidiaries combine their cash balances in pooling accounts at the same financial institution with the ability to offset bank overdrafts of one participant against positive cash account balances held by another participant.

Amounts in each of the accounts are unencumbered and unrestricted with respect to use.

At December 31, 2024, the net positive cash balance related to this pooling arrangement is included in cash, and cash equivalents in the consolidated balance sheets.

The Company had a net positive cash balance related to this pooling arrangement at December 31, 2025, and 2024, respectively, and the amounts were included in cash, and cash equivalents in the consolidated balance sheets.

Accounts Receivable, net

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The allowance for credit losses represents the Company’s best estimate of the amount of probable credit losses in our accounts receivable.

The Company’s allowance is based on a number of factors, including an evaluation of customer credit worthiness, the age of the outstanding receivable, economic trends and historical experience.

Provisions for credit losses are recorded in selling, general and administrative expenses in the accompanying consolidated statements of income and comprehensive income.

The Company’s allowance for credit losses was immaterial to the Company.

This allowance is based on a number of factors, including an evaluation of customer credit worthiness, the age of the outstanding receivable, economic trends and historical experience.

Provisions for credit losses are recorded in selling, general and administrative expenses in the accompanying consolidated statements of operations and comprehensive income.

The risk with respect to accounts receivables is minimized by the creditworthiness and diversity of the Company’s customers.

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The Company measures certain assets and liabilities at fair value with changes in fair value recognized in earnings.

Fair value treatment may be elected either upon initial recognition of an eligible asset or liability or, for an existing asset or liability, if an event triggers a new basis of accounting.

The Company did not elect to remeasure any of its existing financial assets or liabilities and did not elect the fair value option for any financial assets or liabilities which originated during the years ended December 31, 2024 and 2023.

Fair value treatment may be elected either upon initial recognition of an eligible asset or liability or, for an existing asset or liability, if an event

triggers a new basis of accounting.

The Company applies the following hierarchy to determine the fair value of financial instruments, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement.

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• Interest rate and cross currency swap agreements - Valued using market observable inputs, such as interest rate yield curves and classified as Level 2.

The Company’s interest rate swap agreement was settled during the third quarter of 2025 following repayment of the 2019 Term Loan;

• Contingent consideration - Valued based on a probability weighting of the future cash flows associated with the potential outcomes and certain option pricing models and classified as Level 3.

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The income approach method involves calculating the earnout payment based on the forecasted cash flows, adjusting the future earnout payment for the risk of reaching the projected financials, and then discounting the future payments to present value by the counterparty risk.

The counterparty risk considers the risk of the buyer having the cash to make the earnout payments and is commensurate with a cost of debt over an appropriate term.

Changes in fair value subsequent to acquisition are recognized in “ Acquisition-related expenses, net ” included in Other charges, net, in the Consolidated Statements of Income;

The counterparty risk considers the risk of the buyer having the cash to make the earnout payments and is commensurate with the cost of debt over an appropriate term.

Changes in fair value subsequent to acquisition are recognized in Acquisition-related expenses, net included in Other charges, net, in the consolidated statements of operations;

• Hybrid instruments liabilities – As part of certain majority owned acquisitions, the Company entered into agreements with the noncontrolling interest holders that provide the Company with the right to purchase, and the noncontrolling interest holders with the right to sell, the remaining ownerships for cash at contractually defined redemption values.

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• Long-term fixed interest rate debt – Valued based on market and observable sources with similar maturity dates and classified as Level 2 within the fair value hierarchy.

The Company repaid the 2019 Term Loan, its long-term fixed interest rate debt, during the third quarter of 2025.

The remaining long-term debt has variable interest rates and the carrying value approximates fair value accordingly.

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Financial instruments that subject the Company to credit risk consist of cash, cash equivalents, derivative instruments, accounts receivables and restricted cash.

The risk with respect to cash, cash equivalents and restricted cash is generally minimized by the Company’s policy of investing in short-term financial instruments issued by highly rated financial institutions.

The risk with respect to derivative instruments is minimized by the Company’s policy of entering into arrangements with highly rated financial institutions.

The risk with respect to cash, cash equivalents and restricted cash is generally minimized by the Company’s policy of investing in short-term financial instruments issued by financial institutions.

The risk with respect to derivative

instruments is minimized by the Company’s policy of entering into arrangements with highly rated financial institutions.

The Company performs periodic credit evaluations of its customers’ financial condition and generally requires an advanced deposit for a portion of the purchase price .

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Cost is determined principally by the first-in, first-out method for a majority of subsidiaries and by average cost for certain other subsidiaries.

The Company reduces the carrying value of its inventories for differences between cost and estimated net realizable value, taking into

consideration usage in the preceding twelve months , expected demand, technological obsolescence and other information including the physical condition of demonstration inventories.

Costs associated with the procurement of inventories, such as inbound freight charges and purchasing and receiving costs, are capitalized as part of inventory and are also included in the cost of product revenue line item within the consolidated statements of income and comprehensive income.

Inventory costs are reported in cost of revenue in the statement of income in the period the products are sold to an external party.

The Company reduces the carrying value of its inventories for differences between cost and estimated net realizable value, taking into consideration usage in the preceding twelve months , expected demand, technological obsolescence and other information including the physical condition of demonstration inventories.

Costs associated with the procurement of inventories, such as inbound freight charges, purchasing and receiving costs, and tariff costs, are capitalized as part of inventory and are also included in the cost of product revenue line item within the consolidated statements of operations and comprehensive income.

Inventory costs are reported in cost of revenue in the statements of operations in the period the products are sold to an external party.

Property, Plant and Equipment

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Major improvements that extend the useful lives are capitalized while expenditures for maintenance, repairs and minor improvements are charged to expense as incurred.

When assets are retired or otherwise disposed of, the assets and related accumulated depreciation and amortization are eliminated from the accounts and any resulting gain or loss is reflected in the consolidated statements of income and comprehensive income.

When assets are retired or otherwise disposed of, the assets and related accumulated depreciation and amortization are eliminated from the accounts, and any resulting gain or loss is reflected in the consolidated statements of operations and comprehensive income.

Depreciation and amortization are calculated on a straight-line basis over the estimated useful lives of the assets as follows:

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If a quantitative impairment test is performed, the Company compares the fair values of the applicable reporting units with their aggregate carrying values, including goodwill.

The Company determines the fair value of reporting units using a weighting of both the market and the income methodologies and has classified it as Level 3 in the fair value hierarchy.

The Company determines the fair value of reporting units using a weighting of both the market and the income approach.

The income approach utilizes a discounted cash flow model with inputs developed using both internal and market-based data, while the market approach utilizes comparable company information.

Estimating the fair value of the reporting units requires significant judgment by management.

The Company develops the significant assumptions in the discounted cash flow models by considering current market conditions and future expectations which may include new product and service developments, impact of competition, and future economic conditions.

These estimates and assumptions represent a Level 3 measurement because they are supported by little or no market activity and reflect the Company’s assumptions in measuring fair value.

If the carrying amount of a reporting unit exceeds the fair value of the reporting unit, an impairment charge is recognized for the amount by which the carrying value amount exceeds the reporting unit’s fair value up to the total amount of goodwill allocated to the reporting unit.

No impairment of goodwill or indefinite-lived assets was recognized during the years ended December 31, 2024, 2023, or 2022.

During the year ended December 31, 2025, the Company recorded goodwill impairment losses for certain reporting units as disclosed in Note 6, Goodwill and Intangible Assets .

The Company recorded no goodwill impairment for the years ended December 31, 2024, and 2023.

Intangible assets with a finite useful life are amortized on a straight-line basis over their estimated useful lives as follows:

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Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition.

Impairment losses are charged to the consolidated statements of income for the difference between the fair value and carrying value of the asset.

Based on the results of these analyses, the Company determined there were no material impairments to its long-lived assets, including intangible assets.

Refer to Note 12, Restructuring and asset impairment for discussion related to the impairment of other long-lived assets in connection with the BCA restructuring plan.

Impairment losses are charged to the consolidated statements of operations for the difference between the fair value and carrying value of the asset.

Based on the results of these analyses, the Company recorded impairment losses for certain intangible assets for the years ended December 31, 2025, and 2024 as disclosed in Note 6, Goodwill and Intangible Assets .

The Company did not record any impairment losses on intangible assets for the year ended December 31, 2023.

Restructuring

Restructuring plans generally include significant actions involving employee-related severance charges, contract termination costs, and impairments and disposals of assets associated with such plans.

The Company has a history of providing benefits for employees in the case of involuntary termination.

We record employee termination costs in accordance with Accounting Standards Codification (“ASC”) Topic 712, Compensation - Non-retirement and Post-employment Benefits, if we pay the benefits as part of an ongoing benefit arrangement, which includes benefits provided as part of our established severance policies or that we provide in accordance with international statutory requirements.

Employee-related severance charges are reflected in the statements of operations in the quarter when the actions are probable and the amounts are estimable, which typically is when management approves the associated restructuring plan.

Asset-related and other charges include impairment of right-of-use assets, leasehold improvements, other asset write-downs associated with combining operations, disposal of assets, inventory write-downs, and other exit costs.

Inventory write-downs may arise from facilities consolidation, strategic product portfolio decisions, or other instances that are specifically triggered by broader restructuring actions.

Other costs also include restructuring-related charges, which are incremental costs incurred directly supporting business transformation initiatives tied to the restructuring plan.

Refer to Note 12, Restructuring for additional information regarding the Company’s restructuring plans.

Warranty Costs and Deferred Revenue

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If the historical data used to calculate the adequacy of the warranty reserve is not indicative of future requirements, additional or reduced warranty reserves may be required.

The Company also offers to its customers extended warranty and service agreements extending beyond the initial warranty for a fee.

The Company also offers its customers extended warranty and service agreements extending beyond the initial warranty for a fee.

These fees are recorded as deferred revenue and recognized ratably into income over the life of the extended warranty contract or service agreement.

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Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers .

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers.

The key elements of ASC 606 are:

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For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation using the best estimate of the standalone selling price of each distinct good or service being provided to the customer.

The Company’s best evidence of standalone selling price is its normal selling pricing and discounting practices for the specific product or service when sold on a

standalone basis.

The Company’s best evidence of standalone selling price is its normal selling pricing and discounting practices for the specific product or service when sold on a standalone basis.

Alternatively, when not sold separately, the Company may determine standalone selling price using an expected cost plus a margin approach.

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The agreement transaction price is allocated between the instrument and the reagents based on their relative standalone selling prices.

When collectability of payments due is probable, reagent rental programs that effectively transfer control of instruments to customers are classified as sales-type leases and instrument revenue and cost of revenue are recognized upon the transfer of control to the customer which is often in advance of billings to the customer.

When collectability of payments due is probable, reagent rental programs that effectively transfer control of instruments to customers are

classified as sales-type leases and instrument revenue and cost of revenue are recognized upon the transfer of control to the customer which is often in advance of billings to the customer.

The Company’s right to future consideration from reagent purchases under the agreement is allocated to instrument revenue and is recorded as a lease receivable within other current and long-term assets.

Agreements that do not meet the criteria to be classified as a sales- type lease are classified as operating leases.

Lease revenue is presented in product revenue in the consolidated statements of income and consisted of less than 1 % of total product revenue in each of the years ended December 31, 2024, 2023 and 2022 respectively.

Lease revenue is presented in product revenue in the consolidated statements of operations and amounted to less than 1 % of total product revenue in each of the years ended December 31, 2025, 2024, and 2023, respectively.

When products are sold through an independent distributor or a strategic distribution partner, the Company recognizes the system sale upon transfer of control which is typically on shipment.

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however, the Company’s products are typically warranted to be free from defect for a period of one year.

The Company includes costs incurred in connection with shipping and handling of products within selling, general and administrative costs in the consolidated statements of income.

The Company includes costs incurred in connection with shipping and handling of products within selling, general and administrative costs in the consolidated statements of operations.

Amounts billed to customers in connection with these costs are included in total revenues.

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Excluding reagent agreements, the Company does not have any material payment terms that extend beyond one year and there is minimal variable consideration included in the transaction price of the Company’s contracts.

Other revenues are primarily comprised of development arrangements recognized on a cost-plus-fixed-fee basis and licensing arrangements recognized either when the licenses are provided or ratably over the contract term depending on the nature of the arrangement.

Other revenues are primarily comprised of licensing arrangements recognized either when the licenses are provided or ratably over the contract term depending on the nature of the arrangement and freight revenue earned from the transportation of goods by air, land, or sea during the period.

Other revenue is presented in service and other revenue in the consolidated statements of operations and amount ed to less than 1 % of total revenue in each of the years ended December 31, 2025, 2024 and 2023 respectively.

Contract Assets and Liabilities

Contract assets represent unbilled receivables when revenue recognized exceeds the amount billed to the customer, and the right to payment is not just subject to the passage of time.

Contract assets typically result from system revenue recorded where a portion of

the transaction price is not billable until a future event, such as customer acceptance, or from contracts recognized on a cost-to-cost or cost-plus-fixed-fee basis as revenue exceeds the amount billed to the customer.

Contract assets typically result from system revenue recorded where a portion of the transaction price is not billable until a future event, such as customer acceptance, or from contracts recognized on a cost-to-cost or cost-plus-fixed-fee basis as revenue exceeds the amount billed to the customer.

Amounts may not exceed their net realizable value.

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The lease term includes the non-cancelable period of the lease, plus any additional periods covered by either a Company option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor.

The interest rate implicit in lease contracts is typically not readily determinable, therefore an incremental borrowing rate is used to calculate the lease liability.

The interest rate implicit in lease

contracts is typically not readily determinable, therefore an incremental borrowing rate is used to calculate the lease liability.

The incremental borrowing rate is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.

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Subsequent to the achievement of technological feasibility, amounts are capitalizable.

however, to date such amounts have not been material.

Capitalized software costs , which primarily related to the Company’s multi-year Enterprise Resource Planning (“ERP”) transformation initiatives, were $ 11.4 million, $ 9.8 million and $ 1.0 million during the years ended December 31, 2025, 2024, and 2023, respectively.

The Company expenses advertising costs as incurred.

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Stock-Based Compensation

The Company recognizes stock-based compensation expense in the consolidated statements of income and comprehensive income based on the fair value of the share-based award at the grant date.

The Company’s primary types of share-based compensation are stock options, restricted stock awards and restricted stock units.

The Company recognizes stock-based compensation expense in the consolidated statements of operations and comprehensive income based on the fair value of the share-based award at the grant date.

The Company’s primary type of share-based compensation is restricted stock units.

The Company also offers its employees the option to participate in its Employee Stock Purchase Plan as well as periodically awards stock options to its executive officers.

Compensation expense is amortized on a straight-line basis over the underlying vesting terms of the share-based award.

Stock options to purchase the Company’s common stock and r estricted stock units are periodically awarded to executive officers and other

employees of the Company subject to a vesting period of three to four years .

The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model.

The determination of the fair value of stock-based payment awards using the Black-Scholes model is affected by our stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rates and expected dividends.

Risk-free interest rates are based on the yield on zero-coupon U.S.

Treasury securities for a period that is commensurate with the expected life assumption.

Expected life is determined through a calculation based on historical experience.

Expected volatility is based the Company’s historical volatility results.

Expected dividend yield is based on the estimated annualized dividend yield on our stock based on our history of paying dividends.

The Company utilizes an estimated forfeiture rate derived from an analysis of historical forfeiture data.

Assumptions regarding volatility, expected term, dividend yield and risk-free interest rates are required for the Black-Scholes model and are presented in the table below:

Risk-free interest rates

Expected life

Expected dividend yield

Weighted-average fair value per share

Stock-based compensation for restricted stock awards and restricted stock units is expensed ratably over the vesting period based on the grant date fair value.

Earnings Per Share

Net income per common share attributable to Bruker Corporation shareholders is calculated by dividing net income attributable to Bruker Corporation, adjusted to reflect changes in the redemption value of the redeemable noncontrolling interest, by the weighted-average shares outstanding during the period.

The diluted net income per share computation includes the effect of shares which would be issuable upon the exercise of outstanding stock options and the vesting of restricted stock, reduced by the number of shares which are assumed to be purchased by the Company under the treasury stock method on a weighted average basis.

Restri cted stock units are periodically awarded to executive officers and other employees of the Company subject to a vesting period of three to four years .

Stock-based compensation for restricted stock units is expensed ratably over the vesting period based on the fair value, which is determined based on the stock price as of the grant date of the restricted stock units.

The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option-pricing model.

The stock-based compensation expense related to the Employee Stock Purchase Plan and stock options is not material to the Company.

Series A Mandatory Convertible Preferred Stock

The Company accounts for its Series A Mandatory Convertible Preferred Stock as permanent equity.

Dividends on the Series A Mandatory Convertible Preferred Stock are accrued each period, whether or not declared by Bruker’s Board of Directors, at an annual rate of 6.375 % based on the liquidation preference of $ 250 per share.

Accrued dividends are recorded as a reduction to retained earnings and are included in other current liabilities.

The Company computes net income attributable to Bruker Corporation common shareholders by reducing net income attributable to Bruker Corporation by the dividends on Series A Mandatory Convertible Preferred Stock accumulated during the period.

Prior to the conversion of its Series A Mandatory Convertible Preferred Stock, the Company includes, in the diluted net income per common share calculation, the effect, if dilutive, of settling dividends in the Company’s common shares, and the conversion of the outstanding Series A Mandatory Convertible Preferred Stock into the Company's common stock at the applicable conversion rate using the if-converted method .

Earnings (Loss) Per Share

Net income (loss) per common share attributable to Bruker Corporation common shareholders is calculated by dividing net income (loss) attributable to Bruker Corporation common shareholders, adjusted to reflect changes in the redemption value of the redeemable noncontrolling interest, by the weighted-average shares outstanding during the period.

The diluted net income (loss) per common share is calculated by dividing net income (loss) attributable to Bruker Corporation common shareholders by the weighted average number of common shares outstanding plus potentially dilutive common shares outstanding during the period.

Potentially dilutive common shares from employee equity incentive plans are determined by applying the treasury stock method to outstanding

stock options, restricted stock units, and employee stock purchase plan.

Potentially dilutive common shares from the Series A Mandatory Convertible Preferred Stock are determined by applying the if-converted method on the outstanding Series A Mandatory Convertible Preferred Stock and separately for the Series A Mandatory Convertible Preferred Stock dividends.

Under the if-converted method, the Series A Mandatory Convertible Preferred Stock dividends are added back to net income (loss) attributable to Bruker Corporation common shareholders and the Series A Mandatory Convertible Preferred Stock is assumed to have been converted at the beginning of the period, determined using the average common stock price for the period, with the resulting common shares included in the weighted average number of common shares outstanding, if the effect is dilutive.

There was no redemption value adjustment of the redeemable noncontrolling interest for the years ended December 31, 2025, 2024, and 2023.

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The Company recognizes the over-funded or under-funded status of defined benefit pension and other post-retirement defined benefit plans as an asset or liability, respectively, in its consolidated balance sheets and recognizes changes in the funded status in the year in which the changes occur through other comprehensive income.

The Company records pension service cost within cost of sales, selling, general and administrative, and research and development expenses according to the designated department of the pension eligible employees, while non-service related pension costs are recorded within interest and other income (expense), net in the consolidated statements of income.

The Company determines the actuarial present value of the vested benefits to which the employees are entitled assuming employees’ expected date of separation of retirement is December 31st of the current year.

The Company records pension service cost within cost of sales, selling, general and administrative, and research and development expenses according to the designated department of the pension eligible empl oyees, while non-service-related pension costs are recorded within interest and other income (expense), net in the consolidated statements of operations.

For the defined benefit pension plans, the Company uses a corridor approach to amortize actuarial gains and losses.

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Adjustments resulting from financial statement translations are included as a separate component of shareholders’ equity.

Gains and losses resulting from translation of foreign currency monetary transactions are reported in interest and other income (expense), net in the consolidated statements of income and comprehensive income for all periods presented.

Gains and losses resulting from translation of foreign currency monetary transactions are reported in interest and other income (expense), net in the consolidated statements of operations and comprehensive income for all periods presented.

The Company has certain intercompany foreign currency transactions that are deemed to be of a long-term investment nature.

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Investments in equity-method investees are included within “Other long-term assets” in the consolidated balance sheets.

The Company ’ s proportional share of the earnings or losses as reported by equity-method investees are classified as “Equity in income of unconsolidated investees, net of tax” in the consolidated statements of income and comprehensive income.

The Company records investments, including incremental investments, of common shares in equity-method investees at cost.

The Company’s proportional share of the earnings or losses as reported by equity-method investees are classified as Equity in (losses) income of unconsolidated investees, net of tax in the consolidated statements of operations and comprehensive income.

The Company records investments, including incremental investments, of common shares in equity-method investees at cost adjusted for the Company’s proportional share of earnings or losses.

In the event the Company no longer has the ability to exercise significant influence over an equity-method investee, the Company would discontinue accounting for the investment under the equity method.

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When the Company does not have control or the ability to exercise significant influence over an investee, it accounts for its minority investments in equity interests without a readily determinable fair value using the measurement alternative.

The equity interest is initially recorded at cost, less impairment.

The equity interest is initially recorded at cost.

The carrying amount is subsequently remeasured to its fair value when observable price changes occur or it is impaired.

Any adjustments to the carrying amount are recorded in earnings.

Any impairment charges related to minority investments are included in “Interest and other income (expense), net” in the Consolidated Statements of Income and Comprehensive Income.

Any impairment charges related to minority investments are included in Interest and other income (expense), net in the consolidated statements of operations.

Risks and Uncertainties

The Company is subject to risks common to its industry including, but not limited to, global economic conditions, such as increasing inflation, uncertainties caused by banking industry volatility, rapid technological change, government and academic funding levels, geopolitical uncertainties, changes in commodity prices, spending patterns of its customers, protection of its intellectual property, availability of key raw materials and components and other supply chain challenges, compliance with existing and future regulation by government agencies and fluctuations in foreign currency exchange rates and interest rates.

The Company is subject to risks common to its industry including, but not limited to, global economic conditions, including inflation, the threat of recession, rapid technological change, government and academic funding levels, uncertain economic conditions in the United States and abroad and additional tariffs, geopolitical uncertainties, changes in commodity prices, spending patterns of its customers, protection of its intellectual property, availability of key raw materials and components and other supply chain challenges, compliance with existing and future regulation by government agencies and fluctuations in foreign currency exchange rates and interest rates.

Historically, the Company has higher levels of revenue in the fourth quarter and lower levels of revenues in the first quarter of the year, which the Company believes is influenced by its customers’ budgeting cycles.

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Various factors, including increased demand for certain components and production delays, are contributing to shortages of certain components used in the Company’s products and increased difficulties in the Company’s ability to obtain a consistent supply of materials at stable pricing levels.

Supply shortages and longer lead teams for components used in the Company's products, including limited source components, has resulted and may continue to cause disruptions to the Company’s production activities, which has had and may continue to have an adverse effect on the Company’s financial condition or result of operations.

These factors have impacted and may continue to impact the timing of the Company’s revenue, and have also resulted, and may result in a delay of revenue, and an increase in manufacturing costs, all of which have adversely impacted and may continue to adversely impact the Company's operating results.

Supply shortages and longer lead teams for components used in the Company's products, including limited source components, have resulted and may continue to cause disruptions to the Company’s production activities, which has had and may continue to have an adverse effect on the Company’s financial condition or result of operations.

These factors have impacted and may continue to impact the timing of the Company’s revenue, and have also resulted, and may continue to result in a delay of revenue, and an increase in manufacturing costs, all of which have adversely impacted and may continue to adversely impact the Company’s operating results.

Additionally, world events, such as the conflict between Russia and Ukraine and related economic sanctions, the conflict in the Middle East and surrounding areas, the possible expansion of such conflicts and potential geopolitical consequences, the ongoing tensions between the United States and China, tariff and trade policy changes, and increasing potential of conflict involving countries in Asia that are significant to the Company’s supply chain operations, such as Taiwan and China, have resulted in increasing global tensions and create uncertainty for global commerce.

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Combined with increased inflation, potential energy shortages in Europe where the Company has significant operations, and overall higher energy and transportation costs, these factors have affected and may continue to affect the Company’s financial condition and results of operations.

The preparation of the consolidated financial statements requires the Company to make estimates, judgments and assumptions that may affect the reported amounts of assets, liabilities, equity, revenues and expenses and related disclosure of contingent assets and liabilities.

On an ongoing basis the Company evaluates estimates, judgments and methodologies.

The preparation of the consolidated financial statements requires the Company to make estimates, judgments and assumptions that may affect the reported amounts of asse ts, liabilities, equity, revenues and expenses and related disclosure of contingent assets and liabilities.

On an ongoing basis, the Company evaluates its estimates, judgments and methodologies.

The full extent to which the global supply chain interruptions, higher energy costs and shortages, the global economy, including inflation and the threat of recession, and geopolitical instability will directly or indirectly impact future business, results of operations and financial condition, including sales, expenses, reserves and allowances, manufacturing, research and development costs and employee cost related amounts, will depend on future developments that are highly uncertain, including as a result of new developments concerning global supply chain and various global conflicts.

The Company has made estimates of the impact of these disruptions within the financial statements and there may be changes to those estimates in future periods.

Actual results may differ from management’s estimates if these results differ from historical experience.

Recent Accounting Pronouncements

In November 2025, the Financial Accounting Standards Board (“FASB”) issued ASU No.

2025-09 – Derivatives and Hedging (Topic 815):

Hedge Accounting Improvements .

This new guidance refines the hedge accounting guidance in ASC 815 to better align financial reporting with the economic effects of an entity's risk management activities and to address implementation issues identified since prior hedge accounting.

Specifically, the ASU provides improvements in the following five areas:

(i) similar risk assessment of cash flow hedges, (ii) hedging forecasted interest payments on chose-your-rate debt instruments, (iii) cash flow hedges of nonfinancial forecasted transactions, (iv) net written options as hedging instruments, and (v) foreign currency-denominated debt instruments as a hedging instrument and hedged item.

The guidance is effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual periods.

The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU No.

2025-06 – Intangibles, Goodwill, and other Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software .

This new guidance modernizes the accounting for internal-use software by removing references to prescriptive project stages and introducing a new capitalization threshold based on management’s commitment to funding and the probability of project completion.

Entities are also required to evaluate significant development uncertainty before capitalizing costs.

The guidance is effective for annual reporting periods beginning after December 15, 2027, and interim periods within those annual periods.

The Company is evaluating the potential impact of this guidance on its consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU No.

2024-04 – Debt – Debt with Conversion and Other Options (Subtopic 470-20):

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This guidance is effective for annual reporting periods beginning after December 15, 2025.

The Company is evaluating the potential impact this adoption on the consolidated financial statements and related disclosures.

The Company is evaluating the potential impact of this adoption on the consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU No.

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Disaggregation of Income Statement Expenses .

This new guidance requires additional disclosure of the nature of expenses in the income statement.

The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement, as well as disclosures about selling expenses.

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The Company is evaluating the potential impact of this adoption on the consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU No.

2023-09 – Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , which requires enhanced income tax disclosures, including disaggregation of information in the rate reconciliation table and disaggregation of information related to income taxes paid as presented on the Cash Flow Statement.

This new guidance is effective for annual reporting periods beginning after December 15, 2024.

The Company is evaluating the impact of this adoption on the consolidated financial statements and related disclosures.

In November 2023, the FASB issued ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segments Disclosures (“ASU 2023-07”) .

The ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker.

These significant segment expenses are included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets.

This guidance is effective for annual reporting periods beginning after December 15, 2023, and interim periods after December 15, 2024.

The Company adopted ASU 2023-07 and applied the guidance retrospectively to all periods presented in the consolidated financial statements.

During the years ended December 31, 2024 and 2023, the Company completed various acquisitions that collectively complemented its existing product offerings of the Company’s existing businesses.

During the years ended December 31, 2025, and 2024, the Company completed various acquisitions that collectively complement the product offerings of the Company’s existing businesses.

The valuation methodology used to determine the fair value of the identifiable assets acquired and liabilities assumed, unless otherwise noted, is consistent with that described in Note 2, Summary of Significant Accounting Policies.

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The following table reflects the consideration transferred and the allocation to the identifiable assets acquired and liabilities assumed for the 2025 acquisitions (in millions):

Acquisition (Segment)

Consideration Transferred:

Cash acquired

Fair value of redeemable noncontrolling interest

Working capital and other closing adjustments

Total consideration transferred, net of cash acquired

Allocation of Consideration Transferred:

Accounts receivable

Other current assets

Property, plant and equipment

Intangible assets:

Customer relationships

Deferred taxes (net)

Liabilities assumed

Total consideration allocated

The table below summarizes information on the Recipe Chemicals + Instruments GmbH (“Recipe”) acquisition:

Acquisition date

April 14, 2025

Activity of acquired business

Provider of vendor-agnostic therapeutic drug monitoring (“TDM”) and other clinical in vitro diagnostic kits for Liquid chromatography-mass spectrometry systems utilizing triple-quadrupole time-of flight mass spectrometry (“LC-MS/MS”), High Performance Liquid Chromatography (“HPLC”), and Inductively Coupled Plasma Mass Spectrometry (“ICP-MS”) assays.

This acquisition enhances Bruker's capabilities in small molecule clinical diagnostic assays with their existing kits, and ones to be developed, that can be used in our liquid chromatography triple-quadrupole mass spectrometers.

Munich, Germany

Percentage of voting equity interests acquired

Business acquired

Outstanding share capital of Recipe and Recipe’s interest in their majority owned subsidiary, WoBau GmbH (“WoBau”).

Redeemable noncontrolling interest – other shareholders

The Company entered into an agreement with the noncontrolling interest holders that provides the Company with the right to purchase, and the noncontrolling interest holders with the right to sell, the remaining 30.36 % for cash at a contractually defined redemption value exercisable beginning in 2029.

The rights associated with the noncontrolling interests are contingently redeemable at the option of the Company or the noncontrolling interest holder.

As redemption of the rights is contingently redeemable at the option of the noncontrolling interest holder, the Company classifies the carrying amount of these rights in the mezzanine section on the consolidated balance sheet, which is presented above the equity section and below liabilities.

The redeemable noncontrolling interest is initially measured at fair value and subsequently at the greater of the amount that would be paid if the settlement occurred as of the balance sheet date based on the contractually defined redemption value and its carrying amount adjusted for net income (loss) attributable to the noncontrolling interest.

Adjustments to the carrying value of the redeemable noncontrolling interest are recorded through retained earnings.

At the closing date the fair value of the redeemable noncontrolling interest was $ 27.5 million.

Additionally, the Company entered into an agreement with the noncontrolling interest holder of WoBau which provides the Company with the right to purchase the remaining 10.1 % ownership interest of WoBau for cash at a price to be determined in the future, exercisable in 2029 or later.

The rights associated with the noncontrolling interests are contingently redeemable at the option of the Company.

At the closing date the fair value was determined to be de minimis.

In the acquisition above, customer relationships and technology were the most significant identifiable intangible assets acquired.

The fair value of the assets is estimated using a multi-period excess earnings method for customer relationships and a relief from royalty method for technology.

The following table presents estimated useful life for the acquired intangible assets as determined by the Company:

Intangible Asset — Technology

Intangible Asset — Customer relationships

Intangible Asset — Tradename

The amortization period for the intangible assets acquired for the Company’s other acquisitions is three to twelve years for the technology.

The Company believes goodwill to represent future economic benefits of the acquisitions that are not individually identifiable, primarily expected synergies from combining the businesses such as the elimination of surplus facilities and headcount, and the

utilization of the Company’s existing commercial infrastructure to expand sales of the acquired businesses’ products and services.

The Company does not expect the amounts allocated to goodwill to be deductible for tax purposes.

During the third quarter of 2025, the Company finalized its valuation of the assets acquired and liabilities assumed related to the Recipe acquisition within the measurement period, and no further material adjustments were made.

The Company recorded the provisional determination of the fair value of the identifiable assets acquired and liabilities assumed based on the information available as of the time of the issuance of these financial statements for certain other acquisitions that occurred in the fourth quarter of 2025.

Accordingly, the values recognized are subject to change until the Company finalizes the allocation of consideration transferred during the measurement period, which is no later than one year from the acquisition date.

The final determination may result in asset and liability values that are different than the preliminary estimates.

Results of operations for 2025 acquired businesses

Results from the acquisitions included in the consolidated financial statements of the Company from the acquisition dates through December 31, 2025, include revenues of $ 19.2 million and pre-tax losses totaling $ 2.4 million.

Pre-tax losses include purchased intangible amortization related to the acquisitions as well as acquisition-related expenses, which are recorded within Other charges, net in the consolidated statements of operations.

Acquisition-related expenses primarily relate to pre-close services, legal and professional services associated with integration activities, and other transaction costs.

The tax effect of pre-tax losses incurred will be included in the related jurisdictional tax returns of its subsidiaries.

Supplemental Pro Forma Information for 2025 acquired businesses (unaudited)

The consolidated results for the year ended December 31, 2025, would not be materially different had the 2025 acquisitions been completed on January 1, 2025.

As such, additional pro forma information combining the results of operations of the Company and these acquisitions have not been included in these consolidated financial statements.

2024 Acquisitions

The following table reflects the consideration transferred and the allocation to the identifiable assets acquired and liabilities assumed for the 2024 acquisitions (in millions):

Acquisition (Segment)

NanoString Technologies

Chemspeed Technologies AG

ELITechGroup (BSI CALID)

Chemspeed Technologies

(BSI BioSpin)

Consideration Transferred:

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NanoString Technologies

Chemspeed Technologies AG

Chemspeed Technologies

Acquisition date

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March 6, 2024

Bruker segment

Activity of acquired business

End-to-end research solutions in the spatial biology field and provides life-science research solutions for spatial transcriptomics and gene expression analysis which have been critical in enabling scientists and medical researchers to advance vital discovery, translational, and pre-clinical disease research.

The acquisition complements the Company's spatial proteomics platform and contribute to further its leadership in the post-genomic era.

The acquisition complements the Company's spatial proteomics platform and contributes to further its leadership in the post-genomic era.

Molecular diagnostics, microbiology and biomedical testing equipment.

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Füllinsdorf, Switzerland

Acquired interest

Percentage of voting equity interests acquired

Business/technology acquired

Substantially all of the assets and rights associated with the business of NanoString Technologies including the equity interests of the six subsidiaries (collectively, “NanoString”).

Substantially all of the assets and rights associated with the business of NanoString Technologies, Inc.

including the equity interests of the six subsidiaries (collectively, “NanoString”).

The Company also assumed certain of its liabilities, including potential liabilities associated with ongoing litigations.

Included in the liabilities assumed as of the acquisition date is $ 44.7 M determined in accordance with ASC Topic 450.

Included in the liabilities assumed as of the acquisition date is $ 44.7 million determined in accordance with ASC Topic 450.

Refer to Note 25, Commitments and Contingencies for more details on these litigations.

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NanoString Technologies

Chemspeed Technologies AG (a)

Chemspeed Technologies (a)

Intangible Asset — Technology

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The Company expects the amounts allocated to goodwill for NanoString to be deductible for tax purposes.

In the acquisitions above, the Company recorded the provisional determination of the fair value of the identifiable assets acquired and liabilities assumed based on the information available as of the time of the acquisitions.

For ELITechGroup, as a result of the finalization of the contractual net working capital adjustment, the Company recorded an immaterial measurement period adjustment to the carrying amount of goodwill.

For Chemspeed, the Company recorded certain immaterial measurement period adjustments relating the provisional amounts recorded for accounts receivable, inventory, deferred revenue, intangible assets and goodwill relating to updates to the Company’s valuation and other assumptions.

For NanoString, the Company recorded certain measurement period adjustments relating to the provisional amounts recorded for intangible assets and goodwill relating to updates to the Company’s valuation and other assumptions.

The related impact to the consolidated statements of income that would have been

recognized in previous periods if the adjustments were recognized as of the acquisition date was a reduction of $ 2.8 million in amortization expense recorded during the fourth quarter of 2024.

The Company is in the process of finalizing its valuation of the assets acquired and liabilities assumed related to these acquisitions.

The final fair value of the net assets acquired may result in adjustments to these assets and liabilities, including goodwill .

During 2024, subsequent to the provisional determination of the fair value of the identifiable assets acquired and liabilities assumed, as a result of the finalization of the contractual net working capital adjustment, for ELITechGroup, the Company recorded an immaterial measurement period adjustment to the carrying amount of goodwill.

For Chemspeed, the Company recorded certain immaterial measurement period adjustments related to the provisional amounts recorded for accounts receivable, inventory, deferred revenue, intangible assets and goodwill related to updates to the Company’s valuation and other assumptions.

For NanoString, the Company recorded certain measurement period adjustments primarily relating to the provisional amounts recorded for intangible assets and goodwill related to updates to the Company’s valuation and other assumptions.

These measurement period adjus tments resulted in a decrease to technology intangible assets of $ 22.0 million, a decrease in customer relationships intangible assets of $ 33.0 million and an increase in goodwill of $ 71.7 million, in addition to other immaterial adjustments.

The related impact to the conso lidated statements of income that would have been recognized in previous periods if the adjustments were recognized as of the acquisition date was a reduction of $ 2.8 million in amortization expense recorded during the fourth quarter of 2024.

During the first quarter of 2025, the Company finalized its determination of the fair value of the identifiable assets acquired and liabilities assumed for the Chemspeed acquisition with no further adjustments.

For NanoString, the Company recorded certain immaterial measurement period adjustments related to the provisional amounts recorded for intangible assets and goodwill relating to updates to the Company’s valuation and other assumptions in the first quarter of 2025.

The related impact to the consolidated statements of operations that would have been recognized in previous periods if the adjustments were recognized as of the acquisition date was a reduction of $ 0.6 million in amortization expense recorded during the first quarter of 2025.

During the second quarter of 2025, the Company finalized its determination of the fair value of the identifiable assets acquired and liabilities assumed for the NanoString and ELITechGroup acquisitions with no further adjustments in addition to the immaterial adjustments recorded in prior quarters.

Other 2024 Acquisitions

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Activity of acquired business

Designer and manufacturer of high-end electron-optical instruments with diverse applications to the needs of its customers.

Manufacturer of preclinical optical systems for bioluminescent, fluorescent and x-ray imaging to fit the workflows of animal scientists.

Designer and manufacturer of high-end electron-optical instruments with diverse application to the needs of its customers.

Arizona, U.S.A.

Washington, U.S.A.

Acquired interest

Arizona, U.S.A.

Percentage of voting equity interests acquired

Business/technology acquired

Outstanding share capital of Spectral Instruments Imaging, LLC (“Spectral”).

Outstanding share capital of Nion, LLC (“Nion”).

Outstanding share capital of Spectral Instruments Imaging, LLC (“Spectral”).

Contingent consideration

Cash consideration is subject to adjustments of up to $ 10.0 million if certain revenue and EBITDA targets are met through 2025.

Cash consideration is subject to adjustments of up to $ 23.0 million if certain revenue and non-revenue milestones are achieved through 2026.

Cash consideration is subject to adjustments of up to $ 10.0 million if certain revenue and EBITDA targets are met through 2025.

The following table presents estimated useful life for the acquired intangible assets for the material other acquisitions in 2024 as determined by the Company:

Spectral Instruments Imaging LLC

Nion, LLC (a)

Spectral Instruments Imaging LLC

Intangible Asset — Technology

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The Company does not expect the amounts allocated to goodwill to be deductible for tax purposes.

For Spectral Instruments Imaging LLC, the Company finalized the net working capital adjustment in the second and fourth quarter of 2024, and it resulted in an

immaterial additional purchase consideration.

For Nion, LLC, the Company finalized the net working capital adjustment in the second quarter of 2024 and it resulted in no additional purchase consideration .

The Company is in the process of finalizing its valuation of the assets acquired and liabilities assumed related to these acquisitions which may result in adjustments to these assets and liabilities, including goodwill .

The Company has finalized its valuation of the assets acquired and liabilities assumed related to the Spectral Instruments Imaging LLC and Nion, LLC acquisitions within the measurement period, and no further material adjustments were made.

Results of operations for 2024 acquired businesses

Results from the acquisitions included in the consolidated financial statements of the Company from the acquisition dates through December 31, 2024, include revenues of $ 259.5 million and pre-tax losses totaling $ 108.0 million.

Pre-tax losses include purchased intangible amortization and step up inventory costs related to the acquisitions as well as acquisition related expenses, which are recorded within "Other charges, net" in the consolidated statements of income.

Pre-tax losses include purchased intangible amortization and step up inventory costs related to the acquisitions as well as acquisition-related expenses, which are recorded within Other charges, net in the consolidated statements of operations.

Acquisition-related expenses primarily relate to pre-close services, legal and professional services associated with integration activities, and other transaction costs.

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2023 Acquisitions

The following table reflects the consideration transferred and the allocation to the identifiable assets acquired and liabilities assumed for the 2023 acquisitions (in millions):

PhenomeX Inc.

Biognosys, AG

Consideration Transferred:

Cash acquired

Fair value of hybrid financial instruments – founders

Fair value of redeemable noncontrolling interest – other shareholders

Fair value of contingent consideration

Total consideration transferred

Allocation of Consideration Transferred:

Accounts receivable

Other current assets

Property, plant and equipment

Deferred tax assets

Intangible assets:

Customer relationships

Liabilities assumed

Total consideration allocated

Bargain purchase gain

(a) Total cash consideration consisted of $107.2 million for the acquisition of the outstanding stock including an $8.0 million payment to settle an employee award, and settlement of a $14.0 million note previously issued by the Company to PhenomeX during 2023.

(b) This amount includes an assumed liability for vested employee awards of $6.3 million on the acquisition date which was settled in the post-closing period ended March 31, 2023, for Biognosys, AG.

Acquisitions material to the Company’s financial statements

The table below summarizes information on the acquisition material to the Company’s financial statements in 2023:

PhenomeX Inc.

Acquisition date

October 2, 2023

Bruker segment

Activity of acquired business

PhenomeX is a life science tools company with a focus on functional cell biology.

Their products and services provide customers with, among other offerings, Optofluidic platforms such as the Beacon, Beacon Select and Beacon Quest as well as Proteomic Barcoding Platforms, such as the IsoLight System and the IsoSpark System.

The acquisition complements the Company's cellular and sub-cellular analysis tools including our high-performance spatial biology platform.

California, U.S.A.

Acquired interest

Business/technology acquired

Outstanding stock of PhenomeX Inc.

(a) The Company renamed PhenomeX to Bruker Cellular Analytics (“BCA”) following acquisition.

The following table presents estimated useful life for the acquired intangible assets as determined by the Company:

PhenomeX Inc.

Intangible Asset — Technology

Intangible Asset — Customer relationships

During the year ended December 31, 2023, the Company completed various acquisitions that collectively complement the product offerings of the Company’s existing businesses.

One of these acquisitions was the acquisition of 100 % of the outstanding stock of PhenomeX Inc.

(“PhenomeX”), a publicly traded company, on October 2, 2023 , for a purchase price of $ 109.4 million, net of $ 11.8 million in cash acquired.

The PhenomeX acquisition resulted in a gain on bargain purchase due to the estimated fair value of the identifiable net assets acquired exceeding the purchase consideration transferred by $ 144.1 million and is shown as a gain on bargain purchase on our consolidated statement of income for the year ended December 31, 2023.

Prior to recognizing the gain, the Company reassessed the measurement and recognition of identifiable assets acquired, and liabilities assumed and concluded that the valuation procedures and resulting measures were appropriate.

The acquisition resulted in a bargain purchase gain due to the following factors:

(i) the sellers were motivated and were looking for new management to lead the strategic direction of the company, create economies of scale and return the company to profitable operations, (ii) recurring operating losses resulted in a valuation of PhenomeX that significantly affected its market capitalization that resulted in a sustained decrease in stock price and fair value and (iii) PhenomeX has accumulated significant NOL’s that can be utilized by the Company, subject to annual limitations, to reduce its US taxable income which could not be benefited by PhenomeX.

During 2024 the Company finalized the Section 382(h) study on NOL and R&D credits at the end of the measurement period, and as a result, the Company recorded a charge to the bargain purchase of $ 8.0 million.

Results of acquired operations of BCA

The results of the acquired operations of BCA have been included in the consolidated financial statements of the Company since its acquisition date of October 2, 2023.

For the period from October 2, 2023, through December 31, 2023, BCA had total revenues of $ 7.0 million and pre-tax net loss of $ 43.4 million.

The tax effect on pre-tax net loss of BCA is included in the consolidated US tax return of Bruker Corporation.

Shortly after acquiring PhenomeX, the Company initiated a restructuring plan.

Refer to Note 11, Other Charges, Net .

The Company did not expect the amounts allocated to goodwill to be deductible for tax purposes.

Other 2023 Acquisitions

During the year ended December 31, 2023, the Company acquired other businesses which were accounted for under the acquisition method that complemented the Company’s existing product offerings.

The table below summarizes information on the Company’s certain other acquisitions in 2023:

Biognosys, AG

Acquisition date

January 3, 2023

Bruker segment

Activity of acquired business

Mass spectrometry based next-generation proteomics contract research services as well as proprietary proteomics software and laboratory consumables to support academic, pharma and biotech research and clinical development.

Acquired interest

Business/technology acquired

Outstanding stock of Biognosys, AG and its wholly owned subsidiary (collectively, “Biognosys”)

Additional acquisition agreements

Concurrent with the acquisition, the Company entered into an agreement with the noncontrolling interest holders that provides the Company with the right to purchase, and the noncontrolling interest holders with the right to sell, the remaining 2.85 % of Biognosys for cash to the founders at a contractually defined redemption value exercisable beginning in 2028.

The option price to acquire the remaining 2.85 % equity interest will have a minimum redemption, or floor, value at each purchase or sell date, subject to post combination employment.

The fair value at acquisition date of these put option rights has been bifurcated into two financial instruments to separately account for the amounts attributable to the put option rights to sell the non-controlling interests on exercise dates at (1) above the minimum redemption value and (2) the minimum redemption value or floor value that is subject to post combination employment (the hybrid instrument) services.

The following table presents estimated useful life for the acquired intangible assets for the material other acquisitions in 2023 as determined by the Company:

Biognosys, AG (a)

Intangible Asset — Technology

Intangible Asset — Tradenames

Intangible Asset — Customer relationships

a) The Company expects to amortize backlog through the end of 2025.

The following table reflects the consideration transferred and the respective reportable segment for certain other acquisitions (in millions):

Date Acquired

Total Consideration, net of Cash Acquired

Cash Consideration

Other (In aggregate)

For the period from the date of acquisition through December 31, 2023, the revenues and results of operations included in the consolidated financial statements of the Company were not material, therefore, additional pro forma information combining the results of operations of the Company and these acquisitions have not been included.

The amortization period of the intangibles acquired for the Company’s other acquisitions is seven to eleven years for technology, one to twelve years for tradenames, and seven to fourteen years for customer relationships.

The fair values of technology for certain acquisitions were not material and were expensed in full during 2023.

The Company does not expect the amounts allocated to goodwill to be deductible for tax purposes.

During 2024 the Company finalized the Section 382(h) study on Net Operating Losses and R&D credits at the end of the measurement period, and as a result, the Company recorded a reduction to the bargain purchase of $ 8.0 million for the year ended December 31, 2024.

The Company renamed PhenomeX to Bruker Cellular Analysis (“BCA”) following acquisition.

Supplemental Pro Forma Information (unaudited)

The unaudited pro forma financial information in the table below summarizes the combined GAAP revenue and net income (loss) results of the Company as though the material acquisitions of PhenomeX, ELITechGroup and Chemspeed had been completed on January 1, 2023 (in millions):

The unaudited pro forma financial information in the table below summarizes the combined GAAP revenue and net income (loss) results of the Company as though the material acquisitions of ELITechGroup and Chemspeed had been completed on January 1, 2023 (in millions):

December 31, 2024

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Net income (loss)

The pro forma financial information above for the year ended December 31, 2023 also include the results of NanoString as though this acquisition had been completed on January 1, 2023.

The revenue and net income (loss) results for all 2024 acquisitions are included in the consolidated financial statements for the year ended December 31, 2025.

NanoString was unable to file its Annual Report on Form 10-K for the year ended December 31, 2023 under the Securities and Exchange Act of 1934, as amended, following NanoString and certain of its subsidiaries filing voluntary petitions under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware on February 4, 2024.

Further, management considers that results of NanoString for the period from October 1, 2023, through May 6, 2024, are unlikely to be meaningful to users of these financial statements given the operations and financial results of NanoString were inherently materially impacted by the bankruptcy declaration.

Accordingly, the pro forma financial information does not include the results of NanoString from October 1, 2023, through its acquisition date of May 6, 2024, as the historical financial statements after the quarter ended September 30, 2023 are not meaningful.

On March 21, 2023, pursuant to a merger agreement (“IsoPlexis Merger”), Berkeley Lights, Inc.

(“BLI”) acquired and merged with IsoPlexis Corporation (“IsoPlexis”) with IsoPlexis surviving the merger as a wholly owned subsidiary of BLI.

The newly merged company was renamed PhenomeX Inc.

Historical financial statements of PhenomeX for periods prior to the IsoPlexis Merger are the historical financial statements of BLI.

As a result, it would not be meaningful and would be impracticable to present comparative pro forma financial information as though the acquisition of PhenomeX had occurred as of the beginning of the comparable prior annual reporting period as if the business combination with PhenomeX had been completed on January 1, 2022.

The pro forma adjustments that impact net income (loss) include the following (in millions):

December 31, 2024

Accordingly, the pro forma financial information does not include the results of NanoString from January 1, 2024, through its acquisition date of May 6, 2024, as the historical financial statements after the quarter ended September 30, 2023 are not meaningful.

The pro forma adjustments include the following (in millions):

Net (increase) in amortization and depreciation expense associated with tangible and intangible assets

Net (increase) in interest expense

Total pro forma adjustments - net income (loss)

Total pro forma adjustments - net loss

The supplemental pro forma financial information presented above is for illustrative purposes only and does not include the pro forma adjustments that would be required under Article 11 of Regulation S-X for pro forma financial information.

This supplemental pro forma financial information is not necessarily indicative of the financial position or results of operations that would have been realized if the PhenomeX, NanoString, ELITechGroup and Chemspeed acquisitions had been completed on January 1, 2023.

This supplemental pro forma financial information is not necessarily indicative of the financial position or results of operations that would have been realized if the NanoString, ELITechGroup, and Chemspeed acquisitions had been completed on January 1, 2024.

No effect has been given for synergies, if any, that may have been achieved through the acquisitions nor is it indicative of future operating results or financial position.

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Minority and Equity-method Investments

As of December 31, 2024, the aggregate amount of investments in equity interests without a readily determinable fair value using the measurement alternative is $ 35.6 million.

As of December 31, 2025, the aggregate amount of equity investments without readily determinable fair value using the measurement alternati ve is $ 26.3 mi llion.

During the year ended December 31, 2025, the Company completed severa l minority investments.

The following table reflects the consideration transferred (in millions):

Classification

Date Acquired

Consideration

Other minority investments

Other long-term assets

During the year ended December 31, 2025, the Company revalued the put option liability related to the potential obligation to acquire the remaining equity interests in NovAliX using the discounted cash flow method.

The fair value of the liability was estimated to b e $ 11.0 million as of December 31, 2025.

The fair value measurement of the liability included significant unobservable inputs as follows:

Valuation Technique

Unobservable Input

Equity interest purchase option liability

Discounted Cash Flow

Revenue Risk Premium

EBITDA Risk Premium

During the year ended December 31, 2025, the Company identified qualitative indicators of impairment for certain minority investments which are accounted for under the measurement alternative.

Such qualitative indicators of impairment included an updated assessment of the investee’s remaining operating cash runway, the likelihood and ability to raise additional capital, and current business plans.

The Company determined the fair value of these investments to be below their carrying amounts, as a result, the Company recorded impairment charges of $ 20.0 million during the year ended December 31, 2025, to write down the carrying values of these investments.

The impairment charges are included in Interest and other income (expense), net in the consolidated statements of operations and comprehensive income (loss).

As of December 31, 2024, the aggregate amount of equity investments without a readily determinable fair value using the measurement alternative was $ 35.6 million.

During the year ended December 31, 2024, the Company completed several minority investments.

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On July 31, 2024, the Company acquired a minority equity interest in NovAliX a preclinical contract research organization specializing in expert drug discovery services, headquartered in Strasbourg, France.

The Company obtained a 30 % interest in NovAliX’s common stock in exchange for consideration of EUR 31.5 million (approximately $ 34.1 million).

The Company obtained a 30 % interest in NovAliX’s common stock in exchange for consideration of $ 34.1 million.

The Company accounts for its investment in NovAliX using the equity-method of accounting.

Concurrent with the transaction, the Company entered into an agreement with the remaining shareholders that provides the Company with the right to purchase, and the shareholders with the right to sell, the remaining ownership of NovAliX for cash at a contractually defined redemption value exercisable beginning in 2029 and ending in 2034.

The Company recognized a liability, classified in other long-term liabilities in the consolidated balance sheet, related to the potential obligation to acquire the remaining equity interests if the purchase option is exercised, estimated at EUR 14.4 million (approximately $ 16.0 million) using the discounted cash flow method.

The Company recognized a liability, classified in other long-term liabilities in the consolidated balance sheet, related to the potential obligation to acquire the remaining equity interests if the purchase option is exercised, estimated at $ 16.0 million as of the date of acquisition, using the discounted cash flow meth od.

The fair value of the liability was estimated to be $ 14.9 million as of December 31, 2024.

The fair value measurement of the liability included significant unobservable inputs as follows:

Valuation Technique

Unobservable Input

Equity interest purchase option liability

Discounted Cash Flow

Revenue Risk Premium

EBITDA Risk Premium

During the year ended December 31, 2024, the Company recognized $ 24.6 million in impairment charges, to write down the carrying value of certain minority investments which are accounted for under the measurement alternative.

Included in these impairment charges are changes in value of certain investments based on established pricing for additional financing rounds.

The impairment charges are included in “Interest and other income (expense), net” in the consolidated statements of income.

During the year ended December 31, 2023, the Company completed several minority investments.

The following table reflects the consideration transferred for the investments (in millions):

Classification

Date Acquired

Consideration

Other Investments

Other long-term assets

During the year ended December 31, 2023, the Company recorded a realized gain of $ 6.8 million from the sale of a minority investment and recognized $ 18.2 million in impairment charges to write down the carrying value of certain minority investments.

The realized gain and impairment are included in “Interest and other income (expense), net” in the Consolidated Statements of Income.

The impairment charges were included in Interest and other income (expense), net in the consolidated statements of operations.

Goodwill and Intangible Assets

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Current period additions

Current period impairment charges

Current period adjustments

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Balance at December 31, 2025

Current period additions

Foreign currency impact

Balance at December 31, 2024

During 2024, there were two new reporting units, Automation and NanoString, that were created from the Chemspeed Technologies, AG and NanoString acquisitions, respectively.

Automation and NanoString are included in the BBIO and BNANO segments, respectively.

For Automation, there was $ 127.8 million allocated to goodwill.

The fair value of Automation was calculated to be $ 186.3 million, which was $ 13.0 million ( 7.5 %) over the carrying value of the reporting unit as of the most recent Step 1 performed as of October 1, 2024.

The valuation was conducted using both the income approach (which estimates fair value based on the future cash flows) and the market approach (which estimates fair value based on similar companies).

The reporting unit fair value measurement is classified as Level 3 in the fair value hierarchy because they involve significant unobservable inputs.

Significant assumptions inherent in the valuation methodologies for goodwill include, but are not limited to, prospective financial information, growth rates, terminal value, discount rates, and comparable multiples from publicly traded companies in our industry.

The fair value excess is expected given the arms-length transaction of Chemspeed that occurred just six months prior to the analysis.

The Company is not aware of any potential events or trends which could have a negative impact on the estimated fair value.

As of the date of these financial statements, the Company believes goodwill to be recoverable.

For NanoString, there was $ 253.8 million allocated to goodwill.

The fair value of NanoString was calculated to be $ 392.6 million based on the initial purchase price allocation.

Given the proximity of the close date between the acquisition date and the valuation date, the Company did not include NanoString in its Step 1 analysis.

The valuation methodology used to determine the fair value of the identifiable assets acquired and liabilities assumed in determining the initial purchase price allocation is consistent with that described in Note 2, Summary of Significant Accounting Policies .

Furthermore, NanoString is facing certain litigation matters related to its GeoMx Digital Spatial Profiler products and CosMx Spatial Molecular Imager products, refer to Note 26, Commitments and Contingencies for more information.

As of the date of these financial statements, the Company believes the goodwill to be recoverable.

The Company tests goodwill for impairment annually as of October 1 or more frequently if impairment indicators arise at the reporting unit level, which is the operating segment or one level below an operating segment.

The Company has the option of performing a qualitative assessment to determine whether further impairment testing is necessary before performing the quantitative assessment.

If as a result of the qualitative assessment, it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, a quantitative impairment test will be required.

Due to the operating performance of certain reporting units subsequent to their acquisition and the underlying macroeconomic conditions and uncertainties that existed during the third quarter of 2025, and as of September 30, 2025, the Company concluded that it was more likely than not that the fair value of four of the Company’s reporting units was less than their carrying amount.

As a result, the Company performed a quantitative impairment test for impairment in those reporting units as of September 30, 2025.

The Company completed its annual goodwill impairment test as of October 1, 2025, for the other reporting units during the fourth quarter of 2025.

The results of the valuation indicated that the carrying amount of the Bruker Spatial Biology (“BSB”) reporting unit within the Company’s BSI NANO Segment and Automation (“AUT”) reporting unit within the Company’s BSI BioSpin Segment exceeded their fair value.

The other two reporting units that were tested for impairment during the third quarter of 2025 passed the impairment test with significant headroom.

As a result, during the third quarter of 2025, the Company recorded a goodwill impairment cha rge of $ 96.5 million on the consolidated statements of operations, which represented the amount by which the carrying value of the BSB and AUT reporting units exceeded their respective fair values.

For all other reporting units for which the annual goodwill impairment test was completed during the fourth quarter of 2025 , after considering all relevant facts and circumstances, including macroeconomic environment, overall financial performance, segment specific events, and the excess of each reporting unit’s estimated fair value over its carrying amount in the most recent quantitative impairment test (which showed significant headroom), the Company concluded that it was more likely than not that the fair value of these reporting units was more than their respective carrying amounts.

Accordingly, no quantitative goodwill impairment test was required for these reporting units, and no additional goodwill impairment charges were recorded during the year ended December 31, 2025.

In determining the fair value of the reporting units, the Company used a weighted combination of the market approach and the income approach.

The income approach utilizes a discounted cash flow model with inputs developed using both internal and market-based data, while the market approach utilizes comparable company information.

The significant assumptions in the discounted cash flow models included, but were not limited to, discount rates ranging from 10.0 % to 19.5 %, revenue growth rates, and earnings before interest, taxes and depreciation and amortization (“EBITDA”) margin targets consistent with the Company’s other significant businesses.

These assumptions were developed in light of current market conditions and future expectations which included, but were not limited to, new product and service developments, impact of competition, and future economic conditions.

The significant assumptions in the market approach included, but were not limited to, revenue growth rates and revenue multiples based on the guideline public company method.

These estimates and assumptions represented a Level 3 measurement because they were supported by little or no market activity and reflected the Company’s assumptions in measuring fair value.

The Company will continue to monitor these circumstances, such as current macroeconomic conditions and uncertainties described below.

If there are any factors that drive changes to key assumptions in our valuation inputs and if the fair value of any of the Company’s reporting units declines below the carrying value in the future, additional goodwill impairment charges may be incurred.

Intangible Assets

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The estimated future amortization expense related to amortizable intangible assets is as follows (in millions):

On a quarterly basis, the Company reviews its intangible assets to determine if there have been any triggering events that could indicate an impairment.

Impairment losses are recorded when indicators of impairment are present and the quoted market price, if available or the estimated fair value of those assets, are less than the assets’ carrying value, and are not recoverable.

Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition.

Impairment costs are recorded in total cost of revenue and total operating expenses in the consolidated statements of operations for the difference between the fair value and carrying value of the asset.

During the year ended December 31, 2025, the Company identified indicators of impairment due to the operating performance of certain asset groups, the decision to discontinue certain tradenames and product lines due to restructurings plans as described in Note 12, Restructuring as well as due the Company’s annual strategic planning process, and the underlying macroeconomic conditions and uncertainties discussed herein.

In connection therewith, the Company determined that certain long-lived assets had net carrying values that were not recoverable.

During the year ended

December 31, 2025, the Company recognized impairment charges of $ 18.3 million in cost of product revenue, and $ 12.4 million in other charges, net.

During the year ended December 31, 2024, the Company recorded an immaterial impairment charge for one of its technology intangible assets in connection with a global restructuring program announced in April 2024.

No intangible assets impairment charges were recorded for the year ended December 31, 2023.

T he following table summarizes the intangible assets impairment charges by reportable segment for the year ended December 31, 2025 (in millions):

Existing technology and related patents

Customer relationships

Total BSI BioSpin

Existing technology and related patents

Customer relationships

Total BSI CALID

Existing technology and related patents

Customer relationships

Total BSI NANO

Total impairment charges

Current macroeconomic conditions and uncertainties, including inflationary pressures, changes to trade and tariff policies, customs duties imposed or that may be imposed by the current presidential administration in the U.S., delays and disruption in U.S.

academic institutions funding for high-end research instrumentation used in academic and medical research, delays in the release of Chinese government stimulus spending, geopolitical tensions and possible expansion of current conflicts, and increasing potential of conflict involving countries in Asia that are significant to the Company’s supply chain operations, such as Taiwan and China, could continue to adversely impact the fair value of our reporting units and cause the Company to record additional impairment charges for goodwill, intangible assets, and other long-lived assets.

The Company continuously monitors its goodwill, intangible assets, and other long-lived assets for impairment and additional charges may be recorded in the future from these analyses depending on market conditions and actual and forecasted future results.

The following table presents the Company’s revenue by end customer geography for the years ended December 31 (in millions):

United States

Rest of Europe

Rest of Asia Pacific

Europe excluding Germany

Asia Pacific excluding China

Total revenue

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(a) Approximately $ 389.5 million of the contract liability balance on December 31, 2024, was recognized as revenue during the year ended December 31, 2025.

b) Bruker’s mix of remaining performance obligations, or backlog, consists of firm orders under non-cancelable purchase orders received from customers and the timing of revenue recognition can vary significantly due to a variety of factors.

(b) Bruker’s mix of remaining performance obligations consist of firm orders under non-cancelable purchase orders received from customers and the timing of revenue recognition can vary significantly due to a variety of factors.

Bruker manufactures innovative scientific instruments and diagnostic solutions which can result in varying production and installation timing due to components, customization, manufacturing, assembly, testing processes, and customer site availability or readiness.

Our expected completion of performance obligation can vary from year to year based on these and other factors.

As a result, backlog on any particular date can be indicative of our short-term revenue performance but is not necessarily a reliable indicator of long-term revenue performance.

Bruker’s expected completion of performance obligations can vary from year to year based on these and other factors.

As a result, performance obligations on any particular date may be indicative of Bruker’s short-term revenue performance but is not necessarily a reliable indicator of long-term revenue performance.

The Company will recognize revenues for these performance obligations as they are satisfied, the majority of which is expected to occur within the next twelve months.

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The following tables present segment results for the years ended December 31, 2025, 2024 and 2023 (in millions):

Year Ended December 31, 2024

December 31, 2025

Segment revenue from external customers

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Interest and other income (expense), net

Income before income taxes, equity in income (losses) of unconsolidated investees, net of tax, and noncontrolling interests in consolidated subsidiaries

Year Ended December 31, 2023

Income before income taxes, equity in (losses) income of unconsolidated investees, net of tax, and noncontrolling interests in consolidated subsidiaries

December 31, 2024

Segment revenue from external customers

Intersegment revenue

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Income before income taxes, equity in income (losses) of unconsolidated investees, net of tax, and noncontrolling interests in consolidated subsidiaries

Year Ended December 31, 2022

December 31, 2023

Intersegment revenue

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Corporate, elimination and other (a)

Unallocated costs (b)

Unallocated expenses (b)

Total consolidated operating income

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Income before income taxes, equity in income (losses) of unconsolidated investees, net of tax, and noncontrolling interests in consolidated subsidiaries

a) Represents c orporate costs and intersegment eliminations not allocated to the reportable segments.

Unallocated costs include general and administrative expenses not directly incurred by the segments such as professional fees incurred for the quarterly reviews and annual audit of the consolidated financial statements, personnel costs of corporate accounting, finance, legal and IT resources, and other expense items.

b) Unallocated expenses consist of costs related to restructuring actions, acquisition and related integration expenses, amortization of acquired intangible assets, costs associated with our global information technology transition initiatives, and other costs

(a) Represents corporate costs and intersegment eliminations not allocated to the reportable segments.

These costs include general and administrative expenses not directly incurred by the segments such as professional fees incurred for the quarterly reviews and annual audit of the consolidated financial statements, personnel costs of corporate accounting, finance, legal, and IT resources, and other expense items.

(b) Unallocated expenses consist of costs related to restructuring actions, acquisition and related integration expenses, amortization of acquired intangible assets, costs associated with our global information technology transition initiatives, goodwill, intangible assets, and other long-lived asset impairment charges, and other costs.

Refer to Note 7, Revenue for information on revenue by geographical area.

Total assets by segment are as follows for the years ended December 31, (in millions):

BSI BioSpin, BSI CALID, BSI NANO & Corporate

Eliminations and other (a)

a) Assets not allocated to the reportable segments and eliminations of intercompany transactions.

The Company is unable, without unreasonable effort or expense, to disclose the amount of total assets by the BSI BioSpin, BSI CALID and BSI NANO Segments as well as the Corporate function and further, the Company’s chief operating decision maker does not receive long-lived asset information individually by these reportable segments and Corporate.

Long-lived assets (which include property, plant and equipment, net and operating lease right of use assets) by geographical area are as follows for the years ended December 31, (in millions):

United States

Rest of Europe

Total long-lived assets

Total capital expenditures and depreciation and amortization by segment are presented below for the years ended December 31, (in millions):

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Total depreciation and amortization

Earnings Per Share

The following table sets forth the computation of basic and diluted weighted average shares outstanding and net income per common share attributable to Bruker shareholders (in millions, except per share amounts):

Net income attributable to Bruker Corporation

Long-lived assets (which include property, plant and equipment, net and operating lease right of use assets) by geographical area are as follows for the years ended December 31, (in millions):

United States

Europe excluding Germany and Switzerland

Total long-lived assets

Total assets by segment are as follows for the years ended December 31, (in millions):

BSI BioSpin, BSI CALID, BSI NANO & Corporate

Eliminations and other (a)

(a) Assets not allocated to the reportable segments and eliminations of intercompany transactions.

The Company is unable, without unreasonable effort or expense, to disclose the amount of total assets by the BSI BioSpin, BSI CALID, and BSI NANO Segments, as well as the Corporate function.

Additionally, the Company’s chief operating decision maker does not receive long-lived asset information individually by these reportable segments and Corporate.

Earnings (Loss) Per Share

The following table sets forth the computation of basic and diluted weighted average shares outstanding and associated net income (loss) per common share attributable to Bruker Corporation common shareholders (in millions, except per share amounts):

Net (loss) income attributable to Bruker Corporation

Dividends on Series A Mandatory Convertible Preferred Stock

Net (loss) income attributable to Bruker Corporation common shareholders

Weighted average common shares outstanding:

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Effect of dilutive securities:

Stock options, restricted stock awards, restricted

stock units and ESPP

Stock options, restricted stock units, and employee stock purchase plan

Series A Mandatory Convertible Preferred Stock

Weighted average common shares outstanding - diluted

Net income per common share attributable to Bruker

Corporation shareholders:

Net (loss) income per common share attributable to Bruker Corporation

common shareholders:

Due to the Company reporting a net loss for the year ended December 31, 2025, the number of shares used to calculate diluted net loss per common share is the same as the number of shares used to calculate basic net loss per common share because the potentially dilutive shares would have been antidilutive if included in the calculation.

The following common share equivalents have been excluded from the computation of diluted weighted-average shares outstanding, as their effect would have been anti-dilutive (in millions of shares):

Stock options and ESPP purchase rights

Stock options, restricted stock units, and employee stock purchase plan

Series A Mandatory Convertible Preferred Stock

Post-retirement Benefit Plans

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Defined Benefit Plans

Substantially all of the Company’s employees in Switzerland, France, Japan, and Thailand, as well as certain employees in Germany, and Italy, are covered by Company-sponsored defined benefit pension plans.

Substantially all of the Company’s employees in Switzerland, France, Japan, and Thailand, as well as certain employees in Germany, and Italy, are eligible to be covered by Company-sponsored defined benefit pension plans.

Retirement benefits are generally earned based on years of service and compensation during active employment.

Eligibility is generally determined in accordance with local statutory requirements;

however, the level of benefits and terms of vesting varies among plans.

Eligibility is generally determined in accordance with local statutory requirements, however, the level of benefits and terms of vesting varies among plans.

The following amounts were recognized in the accompanying consolidated balance sheets for the Company’s defined benefit plans (in millions):

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Benefits paid

Actuarial gain

Actuarial (gain) loss

Premiums paid

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Net under-funded status

Plan amendments relate to further reductions in the mandatory conversion rates for the pension plan in Switzerland that will be effective from 2026 onwards.

The actuarial gain compared to the prior year actuarial loss was attributable to changes in key actuarial assumptions, primarily a higher discount rate for the Company’s pension plan in Switzerland.

The accumulated benefit obligation for the defined benefit pension plans is $ 304.3 million and $ 270.2 million at December 31, 2025, and 2024, respectively.

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Reconciliation of amounts recognized in the consolidated balance sheets:

Prior service cost

Net actuarial gain (loss)

Accumulated other comprehensive gain (loss)

Accumulated contributions in excess of net periodic benefit cost

Prior service (cost) credit

Net actuarial loss

Accumulated other comprehensive loss

Accumulated contributions less than net periodic benefit cost

Net amount recognized

The amount in accumulated other comprehensive income at December 31, 2024, expected to be recognized as amortization of net loss within net periodic benefit cost in 2025 is $ 0.4 million.

The components of net periodic benefit costs included in the accompanying consolidated statements of income were as follows (in millions):

The amount in accumulated other comprehensive income at December 31, 2025, expected to be recognized as amortization of net gain within net periodic benefit cost in 2026 is $ 0.8 million.

The components of net periodic benefit costs included in the accompanying consolidated statements of operations were as follows (in millions):

Components of net periodic benefit costs:

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Expected return on plan assets

Settlement (gain) recognized

Settlement loss recognized

Amortization of prior service (credit)

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Expected return on plan assets

not applicable

Expected rate of compensation increase

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Expected return on plan assets

not applicable

Expected rate of compensation increase

Annual discount rate—defined benefit obligation

not applicable

Annual discount rate—defined benefit cost

not applicable

Expected return on plan assets

not applicable

Expected rate of compensation increase

not applicable

(a) The Company-sponsored defined benefit pension plan in Italy consists of the plan of an acquired subsidiary during 2024.

To determine the expected long-term rate of return on pension plan assets, the Company considers current asset allocations, as well as historical and expected returns on various asset categories of plan assets.

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Total plan assets

(a) The Company’s pension plan in Switzerland is outsourced to Swiss Life AG for Bruker Switzerland AG and PMOD under a fully insured plan, Profond for Biognosys under a partially insured plan and Axa Stiftung Berufliche Vorsorge for Chemspeed under a partially insured plan.

Starting January 1, 2025 the pension plan for Bruker Switzerland AG is outsourced to Profond under a partially insured plan.

Members for the Bruker Switzerland AG and PMOD Plans are guaranteed an interest of 1.25 % on mandatory retirement withdrawals and another 0.50 % on the non-mandatory portion of the withdrawal benefit for the year 2024.

Members for the Chemspeed Plan are guaranteed an interest of 1.75 % on mandatory retirement withdrawals and another 3.50 % on the non-mandatory portion of the withdrawal benefit for the year 2024.

Members for the Biognosys plan are guaranteed an 8 % interest for the overall account balance.

The insurers utilize plan administrators and investment managers to oversee the investment allocation process, set long-term strategic targets and monitor asset allocations.

(a) The Company’s pension plan in Switzerland is outsourced under a partially insured plan to Profond for Bruker Sw itzerland AG and for Biognosys and to Axa Stiftung Berufliche Vorsorge for Chemspeed.

The insurers utilize plan administrators and investment managers to oversee the investment allocation process, set long-term st rategic targets and monitor asset allocations.

Should the return be greater than the guaranteed amounts, the Company, according to Swiss law, shall receive 90 % of the additional return with the insurers retaining 10 %.

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The estimated future benefit payments are based on the same assumptions used to measure the Company’s benefit obligation at December 31, 2025.

The following benefit payments reflect future employee service as appropriate (in millions):

The following estimated benefit payments reflect future employee service as appropriate (in millions):

Other Charges, Net

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Acquisition-related expenses, net (a)

Acquired in-process research and development expenses

Acquisition-related litigation charges

Information technology transformation costs (b)

Restructuring

Long -lived asset impairments

Acquisition-related hybrid liability adjustments (b)

Restructuring charges

Long -lived asset impairment charges

Information technology transformation costs (c)

Other charges, net

(a) Acquisition-related expenses relate primarily to transaction costs on potential and consummated acquisitions, integration costs of newly acquired entities, and stock-based compensation expense related to the fair value changes of hybrid instruments.

(b) The Information technology (“IT”) transformation costs are related to an IT transformation initiative that is a multi-year project aimed at updating and integrating our global enterprise resource planning and human resource information systems.

Restructuring and Asset Impairments

The Company has undertaken restructuring actions impacting the reportable segments at various locations across North America, Europe and Asia.

This includes workforce right-sizing actions resulting in severance and transition costs;

and costs related to the consolidation of facilities resulting in asset impairment and accelerated depreciation charges.

The following table presents restructuring costs by segment as included within the Company’s consolidated statements of income for the years ended December 31, 2024, 2023 and 2022 (in millions):

(a) Acquisition-related expenses relate primarily to transaction costs on potential and consummated acquisitions and integration costs of recently acquired entities.

(b) Hybrid liability remeasurement adjustments and stock-based compensation expense (benefit) related to the fair value changes of hybrid instruments.

Refer to Note 24, Hybrid Instruments Liabilities for further information.

(c) The IT transformation costs are related to an IT transformation initiative that is a multi-year project aimed at updating and integrating our global enterprise resource planning and human resource information systems.

Restructuring

The following table presents total restructuring costs by segment as included within the Company’s consolidated statements of operations for the years ended December 31, 2025, 2024 and 2023 (in millions):

Cost of revenues:

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Total Other charges, net

The following table sets forth the changes in the restructuring reserves (in millions):

Provisions for

The following table sets forth the changes in the total restructuring reserves excluding costs of $ 25.8 million, $ 5.5 million, and $ 1.0 million for the years ended December 31, 2025, 2024, and 2023, respectively, for scrapping, expired, or expiring inventory, for the periods reported (in millions):

Balance at December 31, 2022

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Cash payments

Non-cash adjustments

Foreign currency impact

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Cash payments

Non-cash adjustments

Foreign currency impact

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Balance at December 31, 2025

Bruker Cellular Analysis or BCA:

In October 2023, the Company announced a restructuring plan associated with BCA (formerly PhenomeX), a component of the NANO reportable segment, to optimize costs and to facilitate integration efforts.

The restructuring plan includes a reduction in headcount, consolidation of leased facilities, and a planned change in future product offerings.

The restructuring plan is expected to be completed during 2025.

During the years ended December 31, 2024 and 2023, in connection with the BCA restructuring plan, the Company recorded and accrued severance and termination charges of $ 9.0 million and $ 14.9 million respectively, and made payments of $ 15.1 million $ 9.8 respectively.

Furthermore, during the years ended December 31, 2024 and 2023, the Company recorded an impairment charge against operating lease right of use assets of $ 1.5 million and $ 3.2 million respectively as it relates to the consolidation of leased BCA facilities.

D uring the year ended December 31, 2023, the Company recorded an impairment charge against various equipment of $ 2.3 million in connection with the planned change of future product offerings.

No impairment charge against equipment was recorded in 2024.

Certain inventories that are expiring or have expired will no longer be usable for the manufacture of products.

During the year ended December 31, 2024, the Company charged $ 4.7 million to product restructuring costs due to scrapping of expired or expiring inventories.

In April 2024, the Company announced a global restructuring program to reduce personnel costs affecting the BBIO, NANO and CALID Segments.

The Company recorded and accrued severance and termination charges of $ 4.6 million and made payments of $ 3.4 million during the year ended December 31, 2024.

The remaining balance of accrued severance at December 31, 2024 is expected to be paid during the first half of 2025.

In connection with this restructuring plan, the Company closed one of its R&D facilities and recorded an impairment charge of $ 0.4 million for one of its technology intangible assets for the year ended December 31, 2024.

Other restructuring programs relating to reductions in workforce recorded by the BSI NANO, BSI BioSpin, BSI CALID and Corporate segments in 2024 and 2023 were not material.

Interest and Other Income (Expense), Net

The components of interest and other income (expense), net, were as follows (in millions):

Corporate wide restructuring plan:

In the second quarter of 2024, the Company initiated a global corporate-wide restructuring plan to reduce personnel costs affecting the BSI BioSpin, BSI NANO and BSI CALID Segments, and in the second quarter of 2025, the Company initiated a corporate-wide restructuring plan to be implemented across multiple functions and geographies to address macroeconomic conditions and uncertainties challenges, drive cost efficiencies and margin improvements, as well as to address lower demand levels in certain of the Company’s our product offerings (together the “corporate-wide restructuring plan”).

The corporate-wide restructuring plan includes a reduction in headcount, consolidation of leased facilities, and discontinuation of certain product offerings.

The corporate-wide restructuring plan is expected to be completed during 2026.

The following table summarizes the charges incurred in connection with the corporate-wide restructuring plan by reportable segment for the years ended December 31, (in millions):

Severance and termination charges

Inventory product restructuring charges

Other restructuring charges

Total BSI BioSpin

Severance and termination charges

Inventory product restructuring charges

Other restructuring charges

Total BSI CALID

Severance and termination charges

Inventory product restructuring charges

Other restructuring charges

Total BSI NANO

Severance and termination charges

Inventory product restructuring charges

Severance and termination charges

Total Corporate

Total Corporate wide restructuring charges (a)

(a) The Company made severance, exit, and other restructuring payments of $ 15.4 million and $ 3.4 million for the years ended December 31, 2025, and 2024, respectively.

Bruker Cellular Analysis or BCA restructuring plan:

In October 2023, the Company announced a restructuring plan associated with BCA (formerly PhenomeX), a component of the BSI NANO reportable segment, to optimize costs and to facilitate integration efforts.

The restructuring plan included a reduction in headcount, consolidation of leased facilities, and a planned change in future product o fferings.

The restructuring plan was completed during 2025.

The charges incurred by the Company in connection with the Bruker Cellular Analysis restructuring plan are summarized in the following table (in millions):

Severance and termination charges (a)

Product restructuring costs due to scrapping of expired or expiring inventory

Impairment charge against operating lease right of use assets

(a) The Company made severance payments of $ 1.2 million and $ 15.1 million for the years ended December 31, 2025, and 2024, respectively.

Other restructuring plans carried by the BSI NANO, BSI BioSpin, BSI CALID and Corporate segments in 2025 and 2024 were not material.

Interest and Other Expense, Net

The components of interest and other expense, net, were as follows (in millions):

Interest income

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Impairment of minority investments

Exchange gains (losses) on foreign currency transactions, net

Exchange gains (losses), net on foreign currency transactions

Gain on settlement of interest rate swap agreement (a)

Defined benefit pension components, excluding service cost

Other income (expense)

Interest and other income (expense), net

The domestic and foreign components of income (loss) before income taxes for the years ended December 31 (in millions):

Interest and other expense, net

(a) The interest rate swap agreement was terminated during the third quarter of 2025 with the repayment of the 2019 Term Loan.

Refer to Note 20, Debt and Note 22, Derivatives Instruments and Hedging Activities for further information.

The following table presents the domestic and foreign components of (loss) income before income taxes for the years ended December 31 (in millions):

Total income before provision for income taxes

The components of the income tax provision for the years ended December 31 (in millions):

The following table presents the components of the income tax provision for the years ended December 31 (in millions):

Current income tax expense (benefit):

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Income tax provision

The income tax provision differs from the tax provision computed at the U.S.

federal statutory rate due to the following significant components:

The Company adopted ASU No.

202 3-09 – Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, for the year ended December 31, 2025, on a prospective basis and it elected to present the effects of cross-border tax laws net of the related U.S.

tax credits for the tabular rate reconciliation required by this ASU.

The following table presents a reconciliation of the U.S.

federal statutory income tax rate to the Company ’ s effective tax rate for the year ended December 31, 2025, in accordance with the guidance per ASU 2023-09 (in millions):

federal statutory tax rate

State and local income tax, net of federal (national) income tax effect (a)

Foreign tax effects

Statutory tax rate difference between Germany and United States

Contingent liability

Other local taxes

Changes in valuation allowance

Restructuring

Statutory tax rate difference between Malaysia and United States

Withholding taxes

Statutory tax rate difference between Switzerland and United States

Tax impact on repatriation

Goodwill impairment

Other local taxes

Other jurisdictions

Effect of cross-border tax laws

Global intangible low-taxed income, net of foreign tax credits

Other, net of foreign tax credits

Changes in valuation allowances

Nontaxable or nondeductible items

Contingent liability

Share based compensation

Changes in unrecognized tax benefits

Effective tax rate

(a) State taxes in UT, PA, and CA made up the majority (greater than 50 percent) of the tax effect in this category.

The following table presents a reconciliation of the U.S.

federal statutory income tax rate to the Company ’ s effective tax rate for the years ended December 31 (in millions):

Statutory tax rate

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Effective tax rate

The tax effect of temporary items that give rise to significant portions of the deferred tax assets and liabilities are as follows (in millions):

The tax effect of temporary items that gave rise to significant portions of the deferred tax assets and liabilities were as follows (in millions):

Deferred tax assets:

Accrued expenses

Deferred revenue

Section 174 capitalization

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The Company uses the liability method to account for income taxes.

Under this method, deferred income taxes are recognized for the future tax consequences of differences between the tax and financial accounting bases of assets and liabilities at each reporting

Deferred income taxes are based on enacted tax laws and statutory tax rates applicable to the period in which these differences are expected to affect taxable income.

Under this method, deferred income taxes are recognized for the future tax consequences of differences between the tax and financial accounting bases of assets and liabilities at each reporting period.

Deferred income taxes are based on enacted tax laws and statutory tax rates applicable for the period in which these differences are expected to affect taxable income.

A valuation allowance is established when necessary to reduce deferred tax assets to the expected realizable amounts.

The Company can only recognize a deferred tax asset to the extent this it is “more likely than not” that these assets will be realized.

The Company can only recognize a deferred tax asset to the extent it is more likely than not that these assets will be realized.

Judgments around realizability depend on the availability and weight of both positive and negative evidence.

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Balance at December 31, 2022

Decreases recorded for valuation allowance release

Increases recorded as an expense to income tax provision

Balance at December 31, 2023

Increases recorded as an expense to income tax provision

Increases recorded through purchase accounting

Balance at December 31, 2024

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During 2025, the Company recorded a valuation allowance of $ 9.3 million through purchase accounting on cumulative losses that were not likely to be realized.

The majority of the $ 42.8 million relates to the acquisition of the ELITechGroup.

As of December 31, 2024, the Company has approximately $ 593.5 million of U.S.

federal net operating loss carryforwards, of which $ 33.8 million begin to expire at various dates beginning in 2033 and the remainder $ 559.7 million will be carried forward indefinitely.

The Tax Cuts and Jobs Act (TCJA) enacted on December 22, 2017, limits a taxpayer’s ability to utilize NOL deduction in a year to 80% taxable income for federal NOL arising in tax years beginning after 2017.

The Company has approximately $ 184.6 million of state net operating loss carryforwards available to reduce state taxable income that are expected to expire at various times beginning in 2025.

The Company also has approximately $ 107.3 million of German Trade Tax and Corporate Income Tax net operating losses that are carried forward indefinitely.

Additionally, the Company has $ 122.8 million of other foreign net operating losses that are expected to expire at various times in the future.

The Company has U.S.

federal foreign tax credit carried forwards in the amount of $ 3.1 million.

The Company also has U.S.

federal and state research and development tax credit of $ 7.7 million and $ 11.2 million respectively.

Utilization of these credits and net operating losses may be subject to annual limitations due to the ownership percentage change limitations provided by the Code Section 382 and similar state provisions.

In the event of a deemed change in control under Code Section 382, an annual limitation on the utilization of net operating losses and credits may result in the expiration of all or a portion of the net operating loss and credit carryforwards.

Additionally, the Company has $ 152.4 million of gross interest expense carryforward as provided by Code Section 163(j) that can be carried forward indefinitely.

At December 31, 2024 the Company recorded state income and foreign withholding taxes on the cash and liquid assets portion of the unremitted earnings and profits (E&P) of foreign subsidiaries expected to be repatriated from its foreign subsidiaries to the United States, except for amounts from certain subsidiaries, which the Company has asserted to be indefinitely reinvested.

Specifically, the Company asserts that a total of $ 4.1 billion of unremitted foreign earnings is indefinitely reinvested.

This figure is comprised of $ 2.3 billion in unremitted earnings as well as $ 1.8 billion of non-cash E&P in all jurisdictions not indefinitely reinvested.

If this E&P is ultimately distributed to the United States in the form of dividends the Company would likely be subject to additional withholding tax.

The Company estimates the amount of unrecognized deferred withholding taxes on the undistributed E&P to be approximately $ 104.2 million at December 31, 2024.

The majority of the valuation allowance of $ 9.3 million related to the acquisition of Biocrates Life Sciences GmbH.

As of December 31, 2025, the Company had approximately $ 605.3 million of U.S .

federal net operating loss carryforwards, of which $ 35.2 million b egin to expire at various dates beginning in 2033, and the remaining amount of $ 570.1 million will be carried forward indefinitely.

The Tax Cuts and Jobs Act ( “TCJA”) enacted on December 22, 2017, limits a taxpayer’s ability to utilize the Net Operating Losses (“NOL”) deduction in a year to 80% of taxable income for federal NOL arising in tax years beginning after 2017.

As of December 31, 2025, the Company had approximately $ 214.6 million of state NOL carryforwards available to reduce state taxable income which are expected to expire at various times beginning in 2026 .

As of December 31, 2025, the Company also had approximately $ 145.4 million of German Trade Tax and Corporate Income Tax NOL and approximately $ 168.9 million of other foreign NOL that are carried forward indefinitely.

As of December 31, 2025, the Company had $ 1.1 million of U.S.

federal foreign tax credit carried forwards, which will begin to expire in 2034, as well as $ 9.0 million and $ 11.6 million U.S.

federal and state research and development tax credits, which will begin to expire in 2043 and 2034, respectively.

Utilization of these credits and net operating losses may be subject to annual limitations due to the ownership percentage change limitations provided by Code Section 382 and similar state provisions.

In the event of a deemed change in control under Code Section 382, an annual limitation on the utilization of NOL and credits may result in the expiration of all or a portion of the NOL and credit carryforwards.

Additionally, as of December 31, 2025, the Company had $ 196.8 million of gross interest expense carryforward as provided by Code Section 163(j) that can be carried forward indefinitely.

At December 31, 2025, the Company recorded state income and foreign withholding taxes on the cash and liquid assets portion of the unremitted earnings and profits (“E&P”) of foreign subsidiaries expected to be repatriated to the United States, except for amounts from certain subsidiaries, which the Company has asserted to be indefinitely reinvested.

If the E&P is distributed to the United States in the form of dividends, the Company would likely be subject to additional withholding tax.

The Company estimates the amount of unrecognized deferred withholding taxes on the undistributed E&P to be approximately $ 143.4 million as of December 31, 2025.

The Company had gross unrecognized tax benefits, excluding interest, of approximately $ 72.8 million as of December 31, 2025, that if recognized, would reduce the Company’s effective tax rate.

In the next twelve months it is reasonably possible that the

Company will reduce its unrecognized tax benefits by an immaterial amount due to the expiration of statutes of limitations.

A tabular reconciliation of the Company’s gross unrecognized tax benefits is as follows (in millions):

In the next twelve months it is reasonably possible that the Company will reduce its unrecognized tax benefits by an immaterial amount due to the expiration of statutes of limitations.

The following table presents a reconciliation of the Company’s gross unrecognized tax benefits (in millions):

Gross unrecognized tax benefits at December 31, 2022

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Gross unrecognized tax benefits at December 31, 2024

Gross decreases—tax positions in prior periods

Gross increases—tax positions in prior periods

Gross increases—current period tax positions

Gross increases—tax audit in prior periods

Reduction related to audit settlements

Gross unrecognized tax benefits at December 31, 2025

The Company’s policy is to include accrued interest and penalties related to unrecognized tax benefits and income tax liabilities, when applicable, in income tax expense.

The Company’s policy is to include accrued interest and penalties related to unrecognized tax ben efits and income tax liabilities, when applicable, in income tax expense.

At December 31, 2025 and 2024, the Company had approximately $ 6.4 million and $ 5.3 million, respectively, of accrued interest and penalties related to uncertain tax positions included in other long-term liabilities in the consolidated balance sheets.

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The Company considers Germany, the United States, and Switzerland to be its significant tax jurisdictions.

The majority of the Company’s earnings are derived in Germany and Switzerland.

Accounting for the various federal and local taxing authorities, the statutory rates for 2024 were approximately 30.0 % and 20.0 % for Germany and Switzerland, respectively.

The mix of earnings in those two jurisdictions resulted in an increase of 9.4 % from the U.S.

statutory rate of 21 % in 2024.

The Company has been subject to tax examinations for the years 2013-2017 with Germany taxing authorities and for the years 2013-2023 in various taxing authorities.

The Company has been subject to tax examinations with the German taxing authorities for the years 2013-2017, and with other various taxing authorities for the years 2013-2023.

The following table presents cash paid for taxes (net of refunds) by jurisdiction for the year ended December 31, 2025 (in millions):

Federal taxes

United States

Other state jurisdictions

Foreign taxes

Other foreign jurisdictions

Total cash taxes paid

In connection with the TCJA of 2017, the Company recorded a toll charge liability of $ 35.4 million, which has already been paid by the Company.

The liability decreased to $ 20.5 million due to the Company’s amended 2017 tax return filed in 2023, and as a result, the Company has recorded a receivable in the amount of $ 15.0 million as of December 31, 2025.

In 2020, the Company was granted an income tax holiday for the manufacturing facility in Malaysia through February 28, 2024.

The tax holiday ranges between 100 % to 70 % with the option to extend the tax holiday if certain conditions are met.

During 2024, the Company has applied for an extension.

The effect of the tax holiday in Malaysia increased the Company's net income by $ 5.1 million, $ 7.6 million and $ 2.5 million and increased the Company's net income per diluted share by $ 0.03 , $ 0.05 and $ 0.01 for the years ended December 31, 2024, 2023 and 2022, respectively.

In connection with the Tax Cuts and Jobs Act (“TCJA”) of 2017, the Company recorded a toll charge liability of $ 35.4 million and the liability decreased to $ 20.5 million due to its amended 2017 tax return filed in 2023.

Of the $ 20.5 million liability, approximately $ 26.5 million has already been paid.

As a result, the Company has recorded a receivable in the amount of $ 6 million as of December 31, 2024.

In August 2022, the President of the United States signed into law the Inflation Reduction Act of 2022 (the “IRA”), a tax and spending package that introduced several tax provisions, including a 15 % corporate alternative minimum tax (“CAMT”) on certain large corporations and a 1 % excise tax on certain corporate stock repurchases.

The IRA provisions, which became effective for the Company beginning on January 1, 2023, did not have a material impact on the Company during the year ended December 31, 2024.

The Organization for Economic Co-operation and Development (OECD) introduced its Pillar Two Framework Model Rules (“Pillar Two”), which provides guidance for a global minimum tax.

This framework has been implemented by several jurisdictions, with effect January 1, 2024.

The effect of enacted Pillar Two legislation has been included in the results disclosed and did not have a significant impact to the Company’s 2024 income tax provision.

The Company continues to monitor jurisdictions that are expected to implement Pillar Two in the future and it is in the process of evaluating the potential impact of the enactment of Pillar Two by such jurisdictions on its consolidated financial statements.

Accounts Receivable, Net

Accounts receivable on the consolidated balance sheets are presented net of allowance for doubtful accounts.

The following is a summary of the components for allowance for doubtful accounts (in millions):

Balance at December 31, 2021

Balance at December 31, 2022

Balance at December 31, 2023

Foreign currency impact

Balance at December 31, 2024

The tax holiday ranged between 100 % to 70 % of the statutory rate in Malaysia.

During 2025, the Company was approved for an extension of the tax holiday until 2031.

The effect of the tax holiday in Malaysia increased the Co mpany’s net income by $ 5.9 million, $ 5.1 million, and $ 7.6 million or the years ended December 31, 2025, 2024 and 2023, respectively, and increased the Company's net income per diluted common share attributable to Bruker Corporation common shareholders by $ 0.04 , $ 0.03 and $ 0.05 for the years ended December 31, 2025, 2024 and 2023, respectively.

On December 15, 2022, the European Union (“EU”) Member States formally adopted the EU’s Pillar Two Directive (“Pillar Two”), which generally provides for a minimum effective tax rate of 15% for large corporations, as established by the Organization for Economic Co-operation and Development (“OECD”) Pillar Two Framework.

A number of countries in which we operate have adopted legislation subject to the OECD transitional safe harbor rules, while other countries are still in the process of introducing legislation.

The Company’s income tax provision reflects enacted legislation as of December 31, 2025, and guidance related to the model rules.

Subsequent to the Company’s year end, and not included in its provision, is the impact of the OECD announcement on January 5, 2026, that a side-by-side agreement was reached with member countries creating safe harbors to exempt U.S.

multi-nationals from certain taxes under Pillar Two by recognizing the U.S.

tax system as a compatible domestic minimum tax regime.

The Company will continue to monitor further developments to determine any potential impact in the countries in which we operate, such as the recently issued administrative guidance on the side-by-side system that will fully exclude U.S.

parented groups from certain provisions of the Pillar Two Framework.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law.

The OBBBA includes significant changes to U.S.

corporate tax provisions of the Tax Cuts and Jobs Act.

Notably, it allows an immediate deduction for domestic research and development expenditures, reinstates 100% bonus depreciation, and modifies the international tax framework.

The legislation has multiple effective dates, with certain provisions effective starting in 2025 and others in the subsequent years.

The OBBBA had an immaterial impact on the Company's financial statements for the year ended December 31, 2025.

On July 18, 2025, the German Federal Council enacted legislation to gradually reduce the corporate income tax rate from 15 % to 10 % over the period 2028 to 2032.

The Company evaluated and reflected the impact from the German legislation changes on its financial statements for the year ended December 31, 2025, and the impact was not material.

Inventories consisted of the following (in millions):

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Finance leases

Future lease payments under operating leases and finance leases as follows (in millions):

Future lease payments under operating leases and finance leases are as follows (in millions):

Operating Leases

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Income taxes payable (note 14)

Accrued warranty

Other taxes payable (note 14)

Distributor commissions

Acquisition-related litigation settlements ( note 25 )

Derivative liabilities (note 22)

Operating lease liabilities (note 18)

Accrued warranty

Restructuring liabilities (note 12)

Legal and professional fees

Hybrid instruments liability (note 25)

Acquisition-related litigation costs ( note 26 )

Other taxes payable (note 14)

Accrued dividends payable

Accrued interest

Accrual for legal contingencies ( note 25 )

Contingent considerations (note 23)

Other accrued expenses

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Balance at December 31, 2022

Accruals for warranties issued during the year

Accruals for warranties issued during the year including changes in estimates

Settlements of warranty claims

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Balance at December 31, 2023

Accruals for warranties issued during the year

Accruals for warranties issued during the year including changes in estimates

Settlements of warranty claims

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Balance at December 31, 2024

Accruals for warranties issued during the year

Accruals for warranties issued during the year including changes in estimates

Settlements of warranty claims

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2024 term loan agreements:

CHF loan due 2027

CHF loan due 2029

CHF loan due 2031 (b)

CHF 150 million loan due March 2027, 1.50 %

CHF 150 million loan due March 2029, 1.50 %

CHF 150 million loan due March 2031, 1.75 %

2019 term loan agreement:

USD loan annual payments of $ 15.0 and balloon payment due December 2026

USD loan quarterly payments of $ 3.8 million and balloon payment due December 2026

Note Purchase Agreements (NPA – Senior notes):

2024 notes due April 15, 2034 - CHF 50 million 2.56 % (b)

2024 notes due April 15, 2036 - CHF 146 million 2.62 % and CHF 50 million 2.60 % (b)

2024 notes due April 15, 2039 - CHF 135 million 2.71 % and CHF 50 million 2.62 % (b)

2021 notes due December 8, 2031 - CHF 300 million 0.88 % (b)

2019 notes due December 11, 2029 - CHF 297 million 1.01 % (b)

2021 notes due December 8, 2031 - EUR 150 million 1.03 % (b)

2012 notes due January 18, 2024 - $ 300 million 4.46 % (b)

CHF 50 million due April 15, 2034, 2.56 % (a)

CHF 146 million due April 15, 2036, 2.62 %, and CHF 50 million due April 15, 2036, 2.60 % (a)

CHF 135 million due April 15, 2039, 2.71 %, and CHF 50 million due April 15, 2039, 2.62 % (a)

CHF 300 million due December 8, 2031, 0.88 % (a)

CHF 297 million due December 11, 2029, 1.01 % (a)

EUR 150 million due December 8, 2031, 1.03 % (a)

CHF revolving loan (in U.S.

Dollars) under the 2024 Revolving Credit Agreement (c)

Dollars) under the 2024 Revolving Credit Agreement

Unamortized debt issuance costs

Total notes and loans outstanding (a)

Total notes and loans outstanding (b)

Finance lease obligations

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Total long-term debt, less current portion

(a) As of December 31, 2024 the annual maturities of notes and loans outstanding excluding the impact of unamortized debt issuance costs, are as follows (in millions):

(a) The fair value of the Company ’ s long-term fixed interest rate debt was $ 1,432.2 million and $ 1,278.9 million, as of December 31, 2025, and December 31, 2024, respectively.

(b) All of the Company ’ s outstanding indebtedness ranks pari-passu in right of payment with each other and constitutes senior unsecured obligation of the Company.

As of December 31, 2025, the annual maturities of notes and loans outstanding excluding the impact of unamortized debt issuance costs, are as follows (in millions):

and thereafter:

(b) As of December 31, 2024 and 2023, the fair value of the Company's long-term fixed interest rate debt was $ 1,278.9 million and $ 883.3 million as of December 31, 2024, and December 31, 2023, respectively.

(c) Subsequent to December 31, 2024 and up until the date of filing this Annual Report on Form 10K, the Company borrowed CHF 100 million (approximately $ 109.9 million) and repaid CHF 125 million (approximately $ 137.9 million) of debt outstanding under the 2024 Amended and Restated Revolving Credit Agreement.

Significant borrowings and repayments

The following tables summarize the Company’s debt borrowings and repayments for the years ended December 31 (amounts in millions):

Year Ended December 31,

The following table summarizes the Company’s debt borrowings and repayments from long-term debt for the years ended December 31 (in millions):

Proceeds from revolving lines of credit:

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The events of default include, among others, payment defaults, defaults in the performance of affirmative and negative covenants, the inaccuracy of representations and warranties, bankruptcy and insolvency related events, certain ERISA events, material judgments, and the occurrence of a change of control.

Interest expense:

Interest expense for the year ended December 31, 2024, 2023 and 2022 was $ 47.9 million, $ 16.4 million, and $ 16.1 million respectively.

During 2022, the Company adopted the practical expedient for Reference Rate Reform related to its debt arrangements and as such, these amendments are treated as a continuation of the existing debt agreement and no gain or loss on the modification was recorded.

The Company did not record any gains or losses on the conversion of the reference rate for Borrowings under the Term Loan Agreement from LIBOR to SOFR.

As of December 31, 2024, the Company has several cross-currency and interest rate swap agreements with a notional value of $ 131.6 million of U.S.

to Swiss Franc and a notional value of $ 131.6 million of U.S.

to Euro to hedge the variability in the movement of foreign currency exchange rates on portions of our Euro and Swiss Franc denominated net asset investments.

As of December 31, 2025, the Company has several cross-currency swap agreements with a notional value of $ 124.1 million of U.S.

Dollar to Swiss Franc and a notional value of $ 124.1 million of U.S.

Dollar to Euro to hedge the variability in the movement of foreign currency exchange rates on portions of our Euro and Swiss Franc denominated net asset investments.

Refer to Note 22, Derivative Instruments and Hedging Activities for more information.

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2024 Amended and Restated Credit

Agreement (a)

Bank guarantees and working capital line

Total revolving lines of credit

(a) Any debt outstanding under the 2024 Amended and Restated Revolving Credit Agreement is due at the end of its term in January 2029, and borrowings under this agreement may also be prepaid, at the Company’s option, in whole or in part without premium or penalty.

An overview of the key terms of each of the term loan agreements, note purchase agreements and revolving credit agreements are described below.

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In addition, obligations are unsecured and are fully and unconditionally guaranteed by certain of the Company’s subsidiaries.

The other terms of the 2024 Term Loan Agreements are substantially similar to the terms of the 2024 Revolving Credit Agreement, including representations and warranties, affirmative, negative and financial covenants, events of default, and leverage and interest coverage ratio.

2019 Term Loan Agreement

On December 11, 2019, the Company, together with certain of its subsidiaries, as borrowers, entered into a term loan agreement for a $ 300 million seven-year term loan facility.

Loans under the 2019 Term Loan Agreement will be repayable in full at maturity, December 11, 2026), subject to scheduled amortization that began in 2022, and may also be prepaid at the Company’s option in whole or in part without premium or penalty.

In addition, obligations under are unsecured and are fully and unconditionally guaranteed by certain of the Company’s subsidiaries.

Amounts outstanding under the 2019 Term Loan Agreement bear interest at a rate equal to, at the Company’s option, (a) the U.S.

Dollar London Interbank Offered Rate ( USD LIBOR ), plus a margin ranging from 1.000 % to 1.500 %, based on the Company’s leverage ratio, or (b) the highest of (i) the federal funds effective rate plus 1 ⁄ 2 of 1 %, (ii) the prime rate announced by Bank of America, N.A., and (iii) USD LIBOR , as adjusted, plus 1 %, plus a margin ranging from 0.100 % to 0.500 %, based on the Company’s leverage ratio.

The other terms of the 2019 Term Loan Agreements are substantially similar to the terms of the 2024 Revolving Credit Agreement, including representations and warranties, affirmative, negative and financial covenants, events of default, and leverage and interest coverage ratio.

Notes Purchase Agreements (“NPAs” or “Notes”)

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In the event of a change in control (as defined in the NPAs) of the Company, the Company may be required to prepay the Notes at a price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest and certain other fees and expenses.

The other terms of the NPAs are substantially similar to the terms of the 2024 Revolving Credit Agreement, including representations and warranties, affirmative, negative and financial covenants, events of default, and leverage and interest coverage ratio.

The leverage ratio for the NPAs was not affected by the RCA amendment, noted below.

2024 Amended and Restated Credit Agreement

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In accordance with the terms of the 2024 RCA, the Company can elect to increase the maximum leverage ratio to 4.00 to 1.00, the “Adjusted Leverage Ratio” or “ALR” provided that it shall (1) step down the ALR by 0.25 x after two full fiscal quarters following the date of a Material Acquisition, and (2) return to the otherwise SLR after four full fiscal quarters following the date of such Material Acquisition, provided, that the Company may not elect to increase the maximum leverage ratio to the ALR unless there shall be at least one full fiscal quarter immediately prior to such election during which the SLR is in effect.

The leverage ratio calculation was amended in October 2025 to allow for the total debt to be stated in U.S.

Dollars at the exchange rate date on which the debt originated.

Proceeds of the 2024 RCA may be used by the Company and its subsidiaries to finance working capital needs, refinance or reduce existing indebtedness and for general corporate purposes, including acquisitions.

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The Company measures the following financial assets and liabilities at fair value on a recurring basis.

The following tables set forth the Company’s financial instruments and presents them within the fair value hierarchy using the lowest level of input that is significant to the fair value measurement (in millions):

The following tables set forth the Company’s financial instruments and present them within the fair value hierarchy using the lowest level of input that is significant to the fair value measurement (in millions):

December 31, 2025

Quoted Prices

Time deposits and money market funds

Interest rate and cross-currency swap agreements (note 23)

Forward currency contracts

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Total liabilities recorded at fair value

a) Equity interest purchase option liability is related to NovAliX, refer to Note 5, Minority and equity-method investments for more information

December 31, 2024

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Forward currency contracts

Equity interest purchase option liability (a)

Total liabilities recorded at fair value

(a) Equity interest purchase option liability is related to the Company’s investment in NovAliX, refer to Note 5, Minority and Equity-Method Investments for more information.

Derivative Instruments and Hedging Activities

The Company's major exposures relate to foreign exchange rate, interest rate and commodity price risks.

The Company's major exposures relate to foreign exchange rate and interest rate.

Risk management activities related to these risks are as follows:

Foreign Exchange Rate Risk

The Company’s exposure to foreign exchange rate risk includes translation risk as a result of non-U.S.

The Company’s exposure to foreign exchange rate risk includes exchange risk as a result of non-U.S.

operations having functional currencies other than the U.S.

dollar, which is managed by cross-currency interest rate swap agreements and long-term debt designated as net investment hedges.

As of December 31, 2024, the Company had several cross-currency interest rate swap agreements that qualify for hedge accounting with a notional value of $ 131.6 million of U.S.

to Swiss Franc and a notional value of $ 131.6 million of U.S.

to Euro to hedge the variability in the movement of foreign currency exchange rates on portions of our Euro and Swiss Franc denominated net asset investments.

The before tax gains and losses related to hedges of net asset investments in international operations that were recorded within the cumulative translation adjustment section of other comprehensive income were loss of $ 89.1 for the year ended December 31, 2024, and gains of $ 100.9 million, and $ 58.0 million for the years ended December 31, 2023, and 2022 respectively.

Dollar, which is managed by cross-currency swap agreements and long-term debt designated as net investment hedges.

As of December 31, 2025, the Company had several cross-currency swap agreements that qualify for hedge accounting with a notional value of $ 124.1 million of U.S.

Dollar to Swiss Franc and a notional value of $ 124.1 million of U.S.

Dollar to Euro to hedge the variability in the movement of foreign currency exchange rates on portions of our Euro and Swiss Franc denominated net asset investments.

The before tax gains and losses related to hedges of net asset investments in international operations that were recorded within the cumulative translation adjustment section of other comprehensive income were a loss of $ 251.5 million for the year ended December 31, 2025, gain of $ 89.1 million for the year ended December 31, 2024, and loss of $ 100.9 million for the year ended December 31, 2023.

In addition, the Company has foreign currency exposure at a transaction level, and this is addressed by forward currency contracts for significant exposures, which have not been designated as accounting hedges.

Interest Rate Risk

The Company’s exposure to interest rate risk relates primarily to outstanding variable rate debt under the U.S.

The Company’s exposure to interest rate risk related primarily to outstanding variable rate debt under the U.S.

Dollar denominated 2019 Term Loan and adverse movements in the related market rates.

This exposure is managed as part of a cross-currency interest rate swap which involves the Company paying-fixed receiving-floating.

The objective of this designated cash flow hedge is to offset the variability of cash flows on term loan debt interest payments attributable to changes in SOFR, a contractually specified rate.

The difference between the interest rate received and paid under the interest rate and cross-currency swap agreements is recorded in interest and other income (expense), net in the consolidated statements of income and comprehensive income.

Commodity Price Risk:

The Company has arrangements with certain customers under which it has a firm commitment to deliver copper-based superconductors at a fixed price.

In order to minimize the volatility that fluctuations in the price of copper have on the Company’s sales of these commodities, the Company enters into commodity hedge contracts.

As commodity contracts settle, gains (losses) related to changes in fair values are included within revenues.

The Company had the following notional amounts outstanding under foreign exchange contracts, cross-currency interest rate swap agreements and long-term debt designated as net investment hedges and the respective fair value of the instruments recorded in the consolidated balance sheets as follows (in millions):

This exposure was managed as part of an interest rate swap which involved the Company paying fixed, receiving floating.

The objective of this designated cash flow hedge was to offset the variability of cash flows on term loan debt interest payments attributable to changes in SOFR, a contractually specified rate.

The difference between the interest rate received and paid under the interest rate swap agreement was recorded in Interest and other income (expense), net in the consolidated statements of operations.

The interest rate swap agreement was terminated during the third quarter of 2025 following the repayment of the 2019 Term Loan.

Upon termination, the Company received a settlement amount of $ 5.9 million which was recorded in Interest and other income (expense), net in the consolidated statements of operations.

Included in the settlement amount of $ 5.9 million was the cumulative net gain of $ 5.6 million previously recorded in Accumulated other comprehensive income (loss), net of tax in the consolidated statement of balance sheets which the Company reclassified to Interest and other income (expense), net in the consolidated statements of operations and comprehensive income (loss) upon termination of the interest rate swap agreement.

The Company had the following notional amounts outstanding under foreign exchange contracts, cross-currency and interest rate swap agreements and long-term debt designated as net investment hedges and the respective fair value of the instruments recorded in the consolidated balance sheets as follows (in millions):

December 31, 2025

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Derivatives designated as hedging instruments

Interest rate cross-currency swap agreements

Interest rate and cross-currency swap agreements

Other current assets

Other current liabilities

Other long-term liabilities

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Total derivatives

The following is a summary of the gain (loss) included in Interest and other income (expense), net in the consolidated statements of income and comprehensive income related to the derivative instruments described above (in millions):

Year Ended December 31,

The following is a summary of the gain (loss) included in Interest and other income (expense), net in the consolidated statements of operations related to the derivative instruments described above (in millions):

Derivatives not designated as

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hedging instruments

Interest rate cross-currency swap agreements

Interest rate and cross-currency swap agreements

Derivatives designated as net

investment hedging instruments

Interest rate cross-currency swap agreements

The following is a summary of the gain (loss) included in Accumulated other comprehensive income, net of tax in the consolidated statements of income and comprehensive income related to the derivative instruments described above (in millions):

Year Ended December 31,

Interest rate and cross-currency swap agreements

The following is a summary of the gain (loss) included in Accumulated other comprehensive income, net of tax in the consolidated statements of comprehensive (loss) income related to the derivative instruments described above (in millions):

Derivatives designated as cash flow hedging instruments

Interest rate cross-currency swap agreements

Derivatives designated as net investment hedging instruments

Interest rate cross-currency swap agreements

Interest rate and cross-currency swap agreements

Financial instruments designated as net investment hedging instruments

Interest rate and cross-currency swap agreements

Long-term debt

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Balance at December 31, 2025

Changes in fair value subsequent to acquisition are recognized in Acquisition-related expenses, net included in Other Charges, net, in the consolidated statements of income and comprehensive income.

Contingent consideration payments in excess of the acquisition date fair value are included in net cash provided by (used in) operating activities, and the remaining amounts are included in net cash provided by (used in) financing activities in the consolidated statements of cash flows.

Changes in fair value subsequent to acquisition are recognized in acquisition-related expenses, net included in Other charges, net, in the consolidated statements of operations.

Contingent consideration payments in excess of the acquisition date fair value are included in net cash provided by operating activities and the original acquisition date values are included in net cash provided by (used in) financing activities in the consolidated statements of cash flows.

The contingent consideration is categorized as Level 3 in the fair value hierarchy and changes in fair value subsequent to acquisition are recognized in earnings.

The carrying value and changes in fair value subsequent to acquisition recognized for contingent consideration are not material to the Company’s financial condition or result of operations, therefore additional disclosures regarding the significant unobservable inputs and sensitivity analysis have been omitted.

Refer to Note 2, Summary of Significant Accounting Policies for more information on the Company’s policy on contingent consideration.

Hybrid Instruments Liabilities

As part of the 2018 Mestrelab Research, S.L.

(“Mestrelab”), 2022 PreOmics, 2023 Biognosys, 2023 Zontal and certain other majority owned acquisitions, the Company entered into agreements with the noncontrolling interest holders that provide the Company with the right to purchase, and the noncontrolling interest holders with the right to sell, the remaining ownerships for cash at contractually defined redemption values.

Related to certain other majority owned acquisitions, the Company has entered into agreements with the noncontrolling interest holders that provide the Company with the right to purchase, and the noncontrolling interest holders with the right to sell the remaining ownerships for cash at contractually defined redemption values.

Refer to Note 2, Summary of Significant Accounting Policies for more information on the Company’s policy on hybrid instruments liabilities.

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Current period adjustments

Current period settlements

Foreign currency effect

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Current period additions

Current period adjustments

Current period settlements (a)

Current period adjustments (a)

Current period settlements (b)

Foreign currency effect

Balance at December 31, 2025

(a) On October 1, 2024, the call option for Mestrelab was executed, and Bruker acquired the remaining 19.03 % of Mestrelab.

As a result of the transaction, Bruker has obtained 100 % ownership interest in Mestrelab

The Level 3 fair value measurements of our hybrid instrument liabilities include the following significant unobservable inputs:

(a) Current period adjustments include a remeasurement of the hybrid liability consisting of a $ 43.7 million reduction, driven by downward revisions of the long-range financial forecasts for certain subsidiaries during the third quarter of 2025.

(b) During the fourth quarter of 2025 the Company acquired the remaining interest in certain other majority owned acquisitions, including the remaining interest of 25.85 % in PreOmics for $ 9.0 million, obtaining 100 % ownership in them.

The Level 3 fair value measurements of the Company ’s hybrid instrument liabilities include the following significant unobservable inputs for the year ended December 31, 2025:

Hybrid Instrument Liabilities

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Unobservable Input

Put / Call Options

Option Pricing Model

Revenue Risk Premium

EBITDA Risk Premium

The Level 3 fair value measurements of the Company’s hybrid instrument liabilities included the following significant unobservable inputs for the year ended December 31, 2024:

Hybrid Instrument Liabilities

Fair Value as of December 31, 2024 (millions)

Valuation Technique

Unobservable Input

Weighted Average (a)

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Litigation and Related Contingencies

The Company’s product offerings include technology that is either developed or acquired, and these intellectual property rights, particularly patents, are a significant part of ongoing product development and differentiation.

Lawsuits, claims and proceedings of a nature that claim infringement on patent licenses owned by others are considered normal to the business and may be pending from time to time against the Company.

The Company’s product offerings include technologies and related intellectual property rights that are either developed or acquired.

Such technologies and rights, particularly patents, are a significant part of ongoing product development and differentiation.

Lawsuits, claims, and proceedings of a nature that claim infringement of patents or patent licenses owned by others are considered normal to the business and may be pending from time to time against the Company.

Intellectual property litigation is inherently complex and unpredictable.

Although monetary and injunctive relief is typically sought, remedies and restitution are generally not determined until the conclusion of the trial court proceedings and can be modified on appeal.

Although monetary and injunctive relief is typically sought, remedies and restitution are generally not

determined until the conclusion of the trial court proceedings and can be modified on appeal.

Accordingly, the outcomes of individual cases are difficult to time, predict or quantify.

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If the estimate of a probable loss is a range and no amount within the range is more likely, management’s best estimate is represented by the minimum amount of the range.

Disclosure is provided when a loss is considered probable, but the loss is not reasonably estimable and when a material loss is reasonably possible but not probable.

If a material loss is not reasonably estimable, but is considered probable, or a material loss is reasonably possible, but not probable, disclosure would be provided below.

The outcome of any of these proceedings cannot be accurately predicted, and the ultimate resolution of any of these existing matters, net of amounts accrued in the Company's balance sheet, may have a material adverse effect on the Company's business or financial condition.

Third parties might allege that the Company or its collaborators are infringing their patent rights or that the Company is otherwise violating their intellectual property rights.

An adverse outcome in any of these proceedings could result in one of more of the following and have material impact on our business or consolidated results of operations and financial position:

An adverse outcome in any of these proceedings could result in one or more of the following and have a material impact on our business or consolidated results of operations and financial position:

(i) loss of patent protection;

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and, (iv) with respect to products acquired through acquisitions accounted for as business combinations, potentially significant intangible asset impairment charges.

At December 31, 2024 and 2023, the accrual for several legal matters that are probable and estimable was $ 86.0 million and $ 4.3 million, respectively.

In management’s opinion, the Company is not currently involved in any legal proceedings other than those specifically identified below, individually or in the aggregate, that could materially adversely impact our operating results and cash flows.

Unless included in our legal accrual or otherwise indicated below, a range of loss associated with any individual material legal proceeding cannot be reasonably estimated.

While the Company believes it has meritorious defenses for the matters described below, the ultimate resolution of, or increase in accruals for, one or more of these matters in any reporting period may have a material adverse effect on the Company's results of operations and cash flows for that period.

At December 31, 2025, and 2024, the accrual for several unresolved legal matters that are probable and estimable was $ 5.4 million and $ 86.0 million, respectively.

In management’s opinion, the Company is not currently involved in any legal proceedings individually or in the aggregate, that could materially adversely impact our operating results and cash flows.

In connection with the Company’s acquisition of PhenomeX Inc.

(“PhenomeX”) on October 2, 2023, the Company’s wholly owned subsidiary, Bruker Cellular Analysis, Inc.

(“BCA”), was substituted as a party into the existing patent litigation between PhenomeX and AbCellera Biologics Inc (“AbCellera”) related to PhenomeX’s Beacon instruments and Opto products.

The University of British Columbia (“UBC”), the owner and licensor to AbCellera of the asserted patents, is a co-plaintiff in the litigation.

The plaintiffs’ complaint seeks unspecified damages and injunctive relief.

In connection with the acquisition of NanoString on May 6, 2024, the Company assumed certain of its liabilities, including the liabilities associated with the litigation matters related to NanoString’s GeoMx Digital Spatial Profiler products (the “GeoMx Matter”) and CosMx Spatial Molecular Imager products (the “CosMx Matter”).

In the GeoMx Matter, in November 2023, a jury verdict in the U.S.

District Court for the District of Delaware was entered in favor of the plaintiffs, 10x Genomics, Inc.

(“10x”) and Prognosys Biosciences, Inc.

(collectively, the “Plaintiffs”) awarding damages.

On December 23, 2024, the Court issued an order upholding the jury’s damages award, plus interest and a damages true-up for GeoMx sales since the November 2023 verdict, while declining 10x’s request for enhanced damages and attorneys’ fees.

The Court stated that it would grant 10x’s request for an injunction against GeoMx products in the United States, while noting that the proposed injunction would include a carve out for sales of consumables to the installed base of GeoMx customers.

The Court has not yet issued a final judgment.

Once a final judgment is issued, the Company intends to appeal the case to the U.S.

Court of Appeals for the Federal Circuit and to seek a stay of any injunction that is ordered while the case is being appealed.

The CosMx Matter complaint concerns claims by 10x and the President and Fellows of Harvard College (“Harvard”) of patent infringement with respect to CosMx Spatial Molecular Imager products as well as counterclaims against 10x and Harvard for antitrust and unfair competition violations.

The CosMx Matter complaint seeks unspecified damages and injunctive relief.

Governmental Investigations

The Company is subject to regulation by national, state and local government agencies in the United States and other countries in which it operates.

From time to time, the Company is the subject of governmental investigations often involving regulatory, marketing and other business practices.

These governmental investigations may result in the commencement of civil and criminal

proceedings, fines, penalties and administrative remedies which could have a material adverse effect on the Company’s financial position, results of operations and/or liquidity.

At December 31, 2024, and 2023, no material accruals have been recorded for potential contingencies related to these regulatory matters.

However, the resolution of, or increase in accruals for, one or more of these matters in any reporting period may have a material adverse effect on the Company's results of operations and cash flows for that period.

Unconditional Purchase Commitments

The Company has entered into unconditional purchase commitments, in the ordinary course of business, that include agreements to purchase goods, services or fixed assets and to pay royalties that are enforceable and legally binding and that specify all significant terms including:

(“PhenomeX”) on October 2, 2023, the Company’s wholly owned subsidiary, Bruker Cellular Analysis, Inc., was substituted as a party into the existing patent litigation between PhenomeX and AbCellera Biologics Inc.

(“AbCellera”) related to PhenomeX’s Beacon Optofluidic platform products.

The University of British Columbia (“UBC”), the owner and licensor to AbCellera of the asserted patents, was a co-plaintiff in the litigation.

On December 17, 2025 , the Company, AbCellera, and UBC entered into a settlement and patent license agreement resolving the patent litigation globally.

The settlement includes an agreement by the Company to pay $ 36.0 million to AbCellera in the first two quarters of 2026.

In addition, effective as of the settlement date, the Company will pay royalties on sales of Bruker’s Beacon Optofluidic platform products in designated market segments until the expiration of the applicable licensed patents.

In accounting for the settlement agreement, the Company recognized an intangible asset related to the patent license agreement and recorded the remaining settlement amount under other current liabilities in the consolidated balance sheets in the fourth quarter of 2025.

Refer to Note 19, Other Current and Long-term Liabilities for more information on the amounts included within other current liabilities.

In connection with the acquisition of NanoString on May 6, 2024, the Company assumed certain of its liabilities, including the liabilities associated with NanoString’s litigation matters with 10x Genomics, Inc.

(“10x”) related to NanoString’s GeoMx Digital Spatial Profiler products, NanoString’s CosMx Spatial Molecular Imager products, and 10x’s Visium Spatial Gene Expression system and related products.

On May 12, 2025 , the Company and 10x entered into a settlement agreement resolving these litigation matters, with global patent cross license agreements between the two companies.

The settlement includes an agreement by the Company to pay $ 68.0 million to 10x in four equal quarterly installments, beginning in third quarter of 2025 and, effective as of the settlement date, the Company will pay royalties on sales of GeoMx and CosMx products until the expiration of the applicable licensed patents.

In connection with the settlement, all ongoing lawsuits and administrative proceedings filed by both companies in several countries, including actions pending in the United States, in Germany, and before the European Unified Patent Court, have been, or are being, withdrawn.

In accounting for the settlement agreement, the Company allocated the $ 68.0 million payment between amounts representing the settlement of the past liability related to patent infringement claims and the future cost of doing business associated with the license agreements.

As a result, the Company recognized an intangible asset and recorded the remaining settlement amount under other current liabilities in the consolidated balance sheets.

Refer to Note 19, Other Current and Long-term Liabilities for more information on the amounts included within other current liabilities.

Purchase Obligations

The Company has entered into purchase obligations, in the ordinary course of business, that include agreements to purchase goods, services, certain inventory components, and other equipment used in normal operations and that specify all significant terms including:

fixed or minimum quantities to be purchased;

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and the approximate timing of the transaction.

Purchase commitments exclude agreements that are cancelable at any time without penalty.

Unconditional purchase commitments that are fixed and determinable are as follows (in millions):

As of December 31, 2025, the Company had purchase obligations totaling approximately $ 261.7 million, the majority of which are for periods of less than one year.

License Agreements

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If these patents are used in connection with a commercial product sale, the Company pays royalties on the related product revenues.

Licensing fees for the years ended December 31, 2024, 2023, and 2022, were $ 10.1 million, $ 7.5 million and $ 6.4 million, respectively, and are recorded in cost of product revenue in the consolidated statements of income and comprehensive income.

Licensing fees for the years ended

December 31, 2025, 2024, and 2023, were $ 9.9 million, $ 10.1 million and $ 7.5 million, respectively, and are recorded in cost of product revenue in the consolidated statements of operations.

Letters of Credit and Guarantees

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Shareholders’ Equity

Issuance of Mandatory Convertible Preferred Stock

On September 8, 2025, the Company issued 2,760,000 shares, or $ 690 million aggregate liquidation preference, of its 6.375 % Mandatory Convertible Preferred Stock, Series A, par value $ 0.01 per share (the “Mandatory Convertible Preferred Stock”) pursuant to a previously announced underwritten public offering (the “Convertible Preferred Offering ”).

The Company received net proceeds from the Convertible Preferred Offering of $ 669.7 million, after deducting underwriting discounts and commissions of $ 19.0 million and offering expenses of $ 1.3 million.

The Company used the proceeds from the Manda tory Convertible Preferred Stock to repay in full the outstanding balance in its 2019 term loan of $ 255.8 million and the outstanding balance in its 2024 Revolving Credit Agreement of $ 300 million, as well as repaid $ 37.6 million of the outstanding balance of the 2024 term loan due in 2027.

The Mandatory Convertible Preferred Stock is classified as permanent equity and is included in shareholders’ equity on the consolidated balance sheets.

The Mandatory Convertible Preferred Stock is listed on the NASDAQ Exchange under the ticker “BRK RP.”

Dividends on the Mandatory Convertible Preferred Stock are payable on a cumulative basis when, as, and if declared by Bruker’s Board of Directors, at an annual rate of 6.375 % on the liquidation preference of $ 250 per share.

If declared, these dividends will be paid in cash, or, subject to certain limitations, in shares of Bruker’s common stock or, subject to certain limitations, in a combination of cash and shares of Bruker’s common stock, at Bruker’s election, on March 1, June 1, September 1 and December 1 of each year, which commenced on December 1, 2025, and ending on, and including, September 1, 2028.

If upon mandatory conversion, the Board of Directors has not declared and paid all or any portion of the accumulated and unpaid dividends payable on the outstanding shares of Mandatory Convertible Preferred Stock, the applicable conversion rate will be adjusted so that converting holders receive an additional number of shares of Bruker common stock having a market value generally equal to the amount of such undeclared, accumulated and unpaid divide nds.

Mandatory Conversion

Unless converted earlier in accordance with the terms of the Certificate of Designations, which was filed with the Secretary of State of the State of Delaware on September 8, 2025 (the “Certificate of Designations”), each share of the Mandatory Convertible Preferred Stock will automatically convert on the mandatory conversion date, which is expected to be September 1, 2028 , into between 6.9534 and 8.5179 shares of Common Stock, in each case, subject to customary anti-dilution adjustments as described in the Certificate of Designations.

The number of shares of Common Stock issuable upon mandatory conversion will be determined based on the average volume weighted average price per share of Common Stock over the 20 consecutive trading day period beginning on, and including, the 21st scheduled trading day immediately prior to September 1, 2028.

If a “fundamental change” as defined in the Certificate of Designations, occurs on or prior to September 1, 2028, then holders of the Mandatory Convertible Preferred Stock will be entitled to convert all or any portion of their shares (but in no event in increments of less than one share of the Mandatory Convertible Preferred Stock), into shares of the Company’s common stock at the fundamental

change conversion rate, as defined in the Certificate of Designations, for a specified period of time, and also to receive an amount to compensate such holders for unpaid accumulated dividends and any remaining future scheduled dividend payments.

The Mandatory Convertible Preferred Stock ranks, with respect to dividend rights and distribution of assets upon liquidation, winding-up or dissolution, senior to the Company’s common stock and each other class or series of capital stock, whether outstanding or established after the date of issuance of the Mandatory Convertible Preferred Stock that do not specifically state they are senior to the Mandatory Convertible Preferred Stock and junior to any existing and future indebtedness.

Voting Rights

Holders of Mandatory Convertible Preferred Stock will no t have voting rights, except as specifically required by Delaware law or our restated certificate of incorporation.

Common Stock Public Offering

In May 2024, the Company completed an underwritten public offering (the “Common Stock Offering”) in which the Company issued and sold 6,000,000 shares of its common stock at a public offering price of $ 67.29 per share.

The Company received net proceeds of approximately $ 403.0 million after deducting underwriting fees and other offering expenses.

The Common Stock Offering was made pursuant to an automatically effective registration statement on Form S-3 and accompanying prospectus supplement filed with the SEC on May 29, 2024, and a final prospectus supplement relating to the Common Stock Offering filed with the SEC on May 31, 2024.

Share Repurchase Program

In May 2023, the Company’s Board of Directors approved a share repurchase program (the “2023 Repurchase Program”) authorizing the purchase of up to $ 500.0 million of the Company’s common stock over a two-year period, in amounts, at prices, and at such times as management deems appropriate, subject to market conditions, legal requirements and other considerations.

Authorization for the remaining $ 94.4 million on the 2021 Repurchase Program expired in May 2023 .

such times as management deems appropriate, subject to market conditions, legal requirements and other considerations.

At December 31, 2024, $ 369.9 million remains available for future purchase under the 2023 Repurchase Program.

During the year ended December 31, 2025, the Company purchased 200,731 shares at an aggregate cost of $ 10.0 million.

During the year ended December 31, 2024, the Company did not purchase any shares under the 2023 Repurchase Program.

Subsequent to December 31, 2024 and prior to the date of filing this annual report on Form 10K, the Company purchased 200,731 shares at an aggregate cost of $ 10 million.

During the year ended December 31, 2023, the Company purchased a total of 2,097,119 shares at an aggregate cost of $ 130.1 million under the 2023 Repurchase Program.

Public Offering

In May 2024, the Company completed an underwritten public offering (the “Offering”) in which the Company issued and sold 6,000,000 shares of its common stock at a public offering price of $ 67.29 per share.

The Company received net proceeds of approximately $ 403.0 million after deducting underwriting discounts, commissions and other offering expenses.

The net proceeds of this Offering were used to partially fund our strategic acquisitions in 2024.

The Offering was made pursuant to an automatically effective registration statement on Form S-3 and accompanying prospectus filed with the SEC on May 29, 2024 and a final prospectus relating to the Offering, filed with the SEC on May 31, 2024.

Authorization for the remaining $ 359.9 million on the 2023 Repurchase Program expired in May 2025 .

Stock Compensation Plans

Incentive Compensation Plans

In May 2016, the Bruker Corporation 2016 Incentive Compensation Plan (the “2016 Plan”) was approved by the Company’s shareholders.

With the approval of the 2016 Plan, no further grants will be made under the existing Bruker Corporation 2010 Incentive Compensation Plan (the “2010 Plan”).

As of December 31, 2024, 5,545,090 options and 570,011 restricted stock awards have been granted under the 2010 Plan.

As of December 31, 2025, 5,539,490 options and 570,011 restricted stock units have been granted under the 2010 Plan.

At December 31, 2025, 500 options were outstanding under the 2010 Plan.

The 2016 Plan provides for the issuance of up to 9,500,000 shares of the Company’s common stock and permits the grant of awards of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, unrestricted stock, restricted stock units, performance shares and performance units, as well as cash-based awards.

The 2016 Plan is administered by the Compensation Committee.

The Compensation Committee has the authority to determine which employees will receive awards, the amount of any awards, and other terms and conditions of such awards.

The 2026 Plan will be administered by the Compensation Committee of the Board or another Committee appointed by the Board (the “Committee”).

The Committee has the authority to determine which employees will receive awards, the amount of any awards, and other terms and conditions of such awards.

Stock option awards granted under the 2016 Plan typically vest over a period of one to four years .

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At December 31, 2025, 913,166 options and 1,190,165 restricted stock units were outstanding under the 2016 Plan.

In June 2022, the Company's shareholders approved the 2022 Employee Stock Purchase Plan, under which eligible employees may contribute up to 10 % of their earnings toward the semi-annual purchase of the Company's stock.

The plan makes available 2,500,000 shares.

Each plan enrollment period covers six months beginning June 1 and December 1 of each year .

The purchase price per share of the Company's stock is equal to 90 % of the lower of (1) the fair market value per share of the Company's stock on the first day of the applicable purchase period or (2) the fair market value per share of the Company's stock on the applicable purchase date, unless otherwise specified by the Plan Administrator before the start of any purchase period.

In May 2025, the Bruker Corporation 2026 Incentive Compensation Plan (the “2026 Plan”) was approved by the Company’s common shareholders.

The 2026 Plan was effective as of February 19, 2026 (“the Effective Date”), which was the date immediately following the date on which the Bruker Corporation 2016 Incentive Compensation Plan (the “Prior Plan”) expired.

No additional awards will be granted under the Prior Plan on or after the Effective Date.

The 2026 Plan provides for the issuance of up to 12,000,000 shares of the Company’s common stock.

The 2026 Plan will be administered by the Compensation Committee of the Board or another Committee appointed by the Board (the “Committee”) and provides for grants of awards to non-employee directors, employees, and certain key advisors of the Company, and its subsidiaries in the form of nonqualified and incentive options, stock awards, stock units, stock appreciation rights, cash-based awards, and other awards.

The Committee has the authority to determine which employees will receive awards, the amount of any awards, and other terms and conditions of such awards.

The 2026 Plan will terminate on May 28, 2035 , unless terminated earlier pursuant to its terms.

Members of the Company’s Board of Directors receive an annual award of restricted stock units which vest over a one-year service period.

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Restricted stock units of the Company’s common stock are periodically awarded to executive officers, directors and certain employees of the Company which vest ratably over service periods of one to four years .

Employee Stock Purchase Plan

The plan makes available 2,500,000 shares.

Each plan enrollment period covers six months beginning June 1 and December 1 of each year .

At December 31, 2025, 2,165,420 shares remain available under the 2022 Employee Stock Purchase Plan.

Stock-based Compensation

The following presents the impact of stock-based compensation expense on our consolidated statements of income (in millions):

The following presents the impact of stock-based compensation expense on our consolidated statements of operations (in millions):

Stock options

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Total stock-based compensation

In addition to the awards above, the Company recorded stock-based compensation within other charges, net of $ 3.6 million, $ 5.6 million and $ 12.0 million at December 31, 2024, 2023, and 2022, respectively, related to the Mestrelab, PreOmics, Biognosys, Zontal, and other majority owned acquisitions.

In addition to the awards above, the Company recorded stock-based compensation (gain) expense within other charges, net of $( 3.5 ) million, $ 3.6 million and $ 5.6 million at December 31, 2025, 2024, and 2023, respectively, related to the fair value changes of hybrid instruments associated with the option rights of certain minority shareholders of the Company’s majority owned acquisitions.

At December 31, 2025, the Company also expects to recognize additional pre-tax stock-based compensation expense of $ 45.9 million associated with outstanding restricted stock units granted under the Company’s 2016 Incentive Compensation Plan over the weighted average remaining service period of 2.9 years.

At December 31, 2025, the Company expects to recognize pre-tax stock-based compensation expense of $ 4.7 million associated with outstanding stock option awards granted under the Company’s stock plans over the weighted average remaining service period of 3.0 years.

The Company also expects to recognize additional pre-tax stock-based compensation expense of $ 45.9 million associated with outstanding restricted stock units granted under the Company’s 2016 Incentive Compensation Plan over the weighted average remaining service period of 2.8 years.

Stock Option Awards

Stock option activity for the year ended December 31, 2024, is as follows:

Average Price

Term (in Years)

Intrinsic Value

(in millions) (b)

Outstanding at December 31, 2023

Exercised (c)

Forfeited/Expired

Outstanding at December 31, 2024

Exercisable at December 31, 2024

Exercisable and expected to vest at

December 31, 2024 (a)

(a) Represents the number of vested options at December 31, 2024, plus the number of unvested options at December 31, 2024, that are ultimately expected to vest based on our estimated forfeiture rate.

(b) The aggregate intrinsic value is calculated as the positive difference between the exercise price of the underlying options and the quoted price of our common stock on December 31, 2024.

(c) The total intrinsic value of options exercised was $ 12.0 million, $ 9.4 million and $ 10.7 million for the years ended December 31, 2024, 2023 and 2022, respectively.

The number of outstanding options that are exercisable and expected to vest as of December 31, 2025, is 913,666 .

Restricted Stock Units

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(a) The total fair value of restricted stock vested for the years ended December 31, 2025, 2024, and 2023 was $ 10.2 million, $ 16.9 million, and $ 17.8 million, respectively.

Subsequent Events

On January 6, 2026, the Company acquired the remaining 60 % ownership interest in Tofwerk AG and its subsidiaries, an entity in which the Company previously held a 40 % interest accounted for under the equity method of accounting, for CHF 45.6 million (approximately $ 57.3 million) .

As a result of this transaction, as of the acquisition date, Tofwerk AG and its subsidiaries became wholly owned subsidiaries of the Company.

Tofwerk AG and its subsidiaries design and manufacture innovative solutions for chemical analysis by Time-of-Flight mass spectrometers for applications that demand exceptional speed and sensitivity.

ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data