BRUKER CORP 10-K

ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Index of Consolidated Financial Statements Page Report of Independent Registered Public Accounting Firm (PCAOB ID 238 ) 59 Consolidated Balance Sheets as of December 31, 2025, and 2024 62 Consolidated Statements of Operations for the years ended December 31, 2025, 2024, and 2023 63 Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2025, 2024, and 2023 64 Consolidated Statements of Redeemable Noncontrolling Interests and Shareholders’ Equity for the years ended December 31, 2025, 2024, and 2023 65 Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023 66 Notes to Consolidated Financial Statements 67 58 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of Bruker Corporation 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, 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). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. 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 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. 59 Table of Contents 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; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Revenue Recognition – System Sales As described in Note 2 to the consolidated financial statements, the Company recognizes revenue from systems sales upon transfer of control in an amount that reflects the consideration it expects to receive. Transfer of control generally occurs upon shipment, or for certain systems, based upon customer acceptance for a system once delivered and installed at a customer facility. For systems that include customer-specific acceptance criteria, management is required to assess when the Company can demonstrate the acceptance criteria has been met, which generally is upon successful factory acceptance testing or customer acceptance and evidence of installation. The Company’s consolidated product revenue for the year ended December 31, 2025 was $2,766.4 million, of which a significant portion relates to system sales. The principal consideration for our determination that performing procedures relating to revenue recognition for system sales is a critical audit matter is a high degree of auditor effort in performing procedures related to the Company’s system sales revenue recognition. 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 system sales revenue recognition. 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. 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. 60 Table of Contents 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 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 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 February 27, 2026 We have served as the Company’s auditor since 2016. 61 Table of Contents BRUKER CORPORATION CONSOLIDATED BALANCE SHEETS (in millions, except share and per share data) December 31, 2025 2024 ASSETS Current assets: Cash and cash equivalents $ 298.8 $ 183.4 Accounts receivable, net 544.9 565.5 Inventories 1,094.6 1,067.8 Other current assets 274.2 236.5 Total current assets 2,212.5 2,053.2 Property, plant and equipment, net 744.8 669.3 Goodwill 1,547.7 1,507.3 Intangible assets, net 899.6 912.5 Operating lease assets 165.8 145.5 Deferred tax assets, net 421.7 286.2 Other long-term assets 249.3 232.7 Total assets $ 6,241.4 $ 5,806.7 LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND SHAREHOLDERS’ EQUITY Current liabilities: Current portion of long-term debt and finance lease obligations $ 16.6 $ 32.5 Accounts payable 215.9 234.1 Current portion of deferred revenue and customer advances 441.3 438.2 Other current liabilities 605.4 576.5 Total current liabilities 1,279.2 1,281.3 Long-term debt 1,852.5 2,061.8 Long-term deferred revenue and customer advances 109.1 100.0 Deferred tax liabilities 112.5 118.5 Operating lease liabilities 138.6 118.9 Other long-term liabilities 239.2 311.0 Total liabilities $ 3,731.1 $ 3,991.5 Commitments and contingencies (note 25) Redeemable noncontrolling interests 36.8 18.1 Shareholders’ equity: 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: nil ) — — 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 ) 1.8 1.8 Treasury stock, at cost Purchased - 30,904,588 shares (2024: 30,778,879 ) ( 1,242.2 ) ( 1,237.2 ) Additional paid-in capital 1,414.6 713.4 Retained earnings 2,361.8 2,406.7 Accumulated other comprehensive loss, net of tax ( 79.5 ) ( 103.5 ) Total shareholders’ equity attributable to Bruker Corporation 2,456.5 1,781.2 Noncontrolling interests in consolidated subsidiaries 17.0 15.9 Total shareholders’ equity 2,473.5 1,797.1 Total liabilities, redeemable noncontrolling interests and shareholders’ equity $ 6,241.4 $ 5,806.7 The accompanying notes are an integral part of these consolidated financial statements. 62 Table of Contents BRUKER CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (in millions, except per share data) Year Ended December 31, 2025 2024 2023 Product revenue $ 2,766.4 $ 2,759.2 $ 2,457.6 Service and other revenue 670.1 607.2 506.9 Total revenue 3,436.5 3,366.4 2,964.5 Cost of product revenue 1,486.5 1,364.5 1,165.2 Cost of service and other revenue 372.3 352.4 286.0 Total cost of revenue 1,858.8 1,716.9 1,451.2 Gross profit 1,577.7 1,649.5 1,513.3 Operating expenses: Selling, general and administrative 946.5 893.8 729.4 Research and development 395.2 376.5 294.8 Goodwill impairment charge 96.5 — — Other charges, net 71.3 126.1 52.2 Total operating expenses 1,509.5 1,396.4 1,076.4 Operating income 68.2 253.1 436.9 Bargain purchase gain and associated measurement period adjustments — ( 8.0 ) 144.1 Interest and other expense, net ( 46.2 ) ( 38.2 ) ( 36.8 ) Income before income taxes, equity in (losses) income of unconsolidated investees, net of tax, and noncontrolling interests in consolidated subsidiaries 22.0 206.9 544.2 Income tax provision 29.3 91.4 117.7 Equity in (losses) income of unconsolidated investees, net of tax ( 1.0 ) ( 1.7 ) 2.0 Consolidated net (loss) income ( 8.3 ) 113.8 428.5 Net income attributable to noncontrolling interests in consolidated subsidiaries 0.3 0.7 1.3 Net (loss) income attributable to Bruker Corporation ( 8.6 ) 113.1 427.2 Dividends on Series A Mandatory Convertible Preferred Stock 13.9 — — Net (loss) income attributable to Bruker Corporation common shareholders $ ( 22.5 ) $ 113.1 $ 427.2 Net (loss) income per common share attributable to Bruker Corporation common shareholders: Basic $ ( 0.15 ) $ 0.76 $ 2.92 Diluted $ ( 0.15 ) $ 0.76 $ 2.90 Weighted average common shares outstanding: Basic 151.8 149.0 146.4 Diluted 151.8 149.5 147.2 The accompanying notes are an integral part of these consolidated financial statements. 63 Table of Contents BRUKER CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (in millions) Year Ended December 31, 2025 2024 2023 Consolidated net (loss) income $ ( 8.3 ) $ 113.8 $ 428.5 Other comprehensive income (loss): Foreign currency translation: Foreign currency translation gain (loss) before income taxes 230.0 ( 160.0 ) 96.5 Income tax expense (benefit) on foreign currency translation adjustments 15.3 ( 1.1 ) 3.2 Foreign currency translation gain (loss) after income taxes 214.7 ( 158.9 ) 93.3 Designated hedging instruments: (Loss) gain on designated hedging instruments before income taxes ( 251.5 ) 89.2 ( 100.9 ) Income tax (benefit) expense related to designated hedging instruments ( 59.9 ) 21.0 ( 23.8 ) (Loss) gain on designated hedging instruments after income taxes ( 191.6 ) 68.2 ( 77.1 ) Pension and other post-retirement plans: Pension and other post-retirement benefit liability adjustments gain (loss) arising during the period 8.6 ( 25.4 ) ( 28.3 ) Amortization of actuarial loss and prior service credits included in net periodic pension cost ( 1.5 ) ( 0.5 ) ( 0.7 ) Total pension and other post-retirement benefit liability adjustments gain (loss) before income taxes 7.1 ( 25.9 ) ( 29.0 ) Income tax benefit expense (benefit) related to total pension and other post-retirement benefit liability adjustments 1.4 ( 5.0 ) ( 5.1 ) Total pension and other post-retirement benefit liability adjustments gain (loss) after income taxes 5.7 ( 20.9 ) ( 23.9 ) Total other comprehensive income (loss) 28.8 ( 111.6 ) ( 7.7 ) Total Comprehensive income 20.5 2.2 420.8 Less: Comprehensive income (loss) attributable to noncontrolling interests 2.5 ( 0.7 ) 2.5 Less: Comprehensive income (loss) attributable to redeemable noncontrolling interests 2.6 ( 0.7 ) ( 0.1 ) Total Comprehensive income attributable to Bruker Corporation $ 15.4 $ 3.6 $ 418.4 The accompanying notes are an integral part of these consolidated financial statements. 64 Table of Contents BRUKER CORPORATION CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTERESTS AND SHAREHOLDERS’ EQUITY (in millions, except share data) Redeemable Noncontrolling Interests Number of Series A Preferred Shares Outstanding Preferred Stock Amount Number of Common Shares Outstanding Common Stock Amount Number of Treasury Shares Treasury Stock Amount Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Income (loss), net of tax Total Shareholders’ Equity Attributable to Bruker Corporation Noncontrolling Interests in Consolidated Subsidiaries Total Shareholders’ Equity Balance at December 31, 2022 $ 6.1 — — 147,023,144 $ 1.7 28,366,442 $ ( 1,085.0 ) $ 256.3 $ 1,926.0 $ 14.8 $ 1,113.8 $ 11.9 $ 1,125.7 Stock options exercised — — — 285,030 — — — 9.7 — — 9.7 — 9.7 Restricted stock units vested — — — 215,959 — — — ( 3.4 ) — — ( 3.4 ) — ( 3.4 ) Stock-based compensation 0.1 — — — — — — 17.6 — — 17.6 — 17.6 Shares repurchased — — — ( 2,412,437 ) 2,412,437 ( 152.2 ) ( 1.2 ) — — ( 153.4 ) — ( 153.4 ) Employee stock purchase plan — — — 53,130 — — — 3.9 — — 3.9 — 3.9 Dividends to common shareholders — — — — — — — — ( 29.4 ) — ( 29.4 ) — ( 29.4 ) Proceeds from the sale of non-controlling interests, net of loan receivable of $ 0.3 — — — — — — — — — — — 5.0 5.0 Other shareholders of majority owned acquisitions 12.6 — — — — — — — — — — — — Distributions to noncontrolling interests — — — — — — — — — — — ( 2.0 ) ( 2.0 ) Consolidated net income (loss) ( 0.7 ) — — — — — — — 427.2 — 427.2 2.0 429.2 Other comprehensive income (loss) 0.6 — — — — — — — — ( 8.8 ) ( 8.8 ) 0.5 ( 8.3 ) Balance at December 31, 2023 $ 18.7 — — 145,164,826.0 $ 1.7 30,778,879.0 $ ( 1,237.2 ) $ 282.9 $ 2,323.8 $ 6.0 $ 1,377.2 $ 17.4 $ 1,394.6 Stock options exercised — — — 208,700 — — — 4.6 — — 4.6 — 4.6 Restricted stock units vested — — — 217,576 — — — ( 3.3 ) — — ( 3.3 ) — ( 3.3 ) Stock-based compensation 0.1 — — — — — — 20.3 — — 20.3 — 20.3 Employee stock purchase plan — — — 86,850 — — — 6.0 — — 6.0 — 6.0 Public Offering, net of issuance costs of $ 0.8 million — — — 6,000,000 0.1 — — 402.9 — — 403.0 — 403.0 Dividends to common shareholders — — — — — — — — ( 30.2 ) — ( 30.2 ) — ( 30.2 ) Loans to noncontrolling interest — — — — — — — — — — — ( 0.8 ) ( 0.8 ) Consolidated net income (loss) 0.3 — — — — — — — 113.1 — 113.1 0.4 113.5 Other comprehensive income (loss) ( 1.0 ) — — — — — — — — ( 109.5 ) ( 109.5 ) ( 1.1 ) ( 110.6 ) Balance at December 31, 2024 $ 18.1 — — 151,677,952 $ 1.8 30,778,879.0 $ ( 1,237.2 ) $ 713.4 $ 2,406.7 $ ( 103.5 ) $ 1,781.2 $ 15.9 $ 1,797.1 Stock options exercised — — — 154,140 — — — 3.2 — — 3.2 — 3.2 Restricted stock units vested — — — 242,058 — — — ( 1.8 ) — — ( 1.8 ) — ( 1.8 ) Stock-based compensation — — — — — — — 21.9 — — 21.9 — 21.9 Employee stock purchase plan — — — 194,600 — — — 8.3 — — 8.3 — 8.3 Shares repurchased — — — ( 200,731 ) — 200,731 ( 10.0 ) ( 0.1 ) — — ( 10.1 ) — ( 10.1 ) Issuance of treasury stock in acquisition — — — 75,022 — ( 75,022 ) 5.0 — ( 1.9 ) — 3.1 — 3.1 Issuance of Series A Mandatory Convertible Preferred Stock, net of issuance costs of $ 20.3 million — 2,760,000 — — — — — 669.7 — — 669.7 — 669.7 Dividends to Series A Mandatory Convertible Preferred Stock — — — — — — — — ( 13.9 ) — ( 13.9 ) — ( 13.9 ) Dividends to common shareholders — — — — — — — — ( 30.5 ) — ( 30.5 ) — ( 30.5 ) Distributions to noncontrolling interests — — — — — — — — — — — ( 3.7 ) ( 3.7 ) Consolidated net (loss) income ( 0.3 ) — — — — — — — ( 8.6 ) — ( 8.6 ) 0.6 ( 8.0 ) Certain other acquisitions 16.1 — — — — — — — 10.0 — 10.0 2.3 12.3 Other comprehensive income 2.9 — — — — — — — — 24.0 24.0 1.9 25.9 Balance at December 31, 2025 $ 36.8 2,760,000 — 152,143,041 $ 1.8 30,904,588.0 $ ( 1,242.2 ) $ 1,414.6 $ 2,361.8 $ ( 79.5 ) $ 2,456.5 $ 17.0 $ 2,473.5 The accompanying notes are an integral part of these consolidated financial statements. 65 Table of Contents BRUKER CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions) Year Ended December 31, 2025 2024 2023 Cash flows from operating activities: Consolidated net (loss) income $ ( 8.3 ) $ 113.8 $ 428.5 Adjustments to reconcile consolidated net (loss) income to cash flows from operating activities: Depreciation and amortization 220.3 183.8 114.9 Stock-based compensation expense 20.2 25.3 30.9 Deferred income taxes ( 104.5 ) ( 63.8 ) ( 24.4 ) Bargain purchase gain on acquisition and associated measurement period adjustments — 8.0 ( 144.1 ) Impairment of goodwill, intangible assets, other long-lived assets, and certain minority investments 152.3 28.5 22.2 Write down of inventories 76.0 60.2 19.4 Acquisition-related hybrid liability adjustments ( 49.0 ) 20.3 ( 6.9 ) Foreign currency transaction (gain) loss, net ( 56.0 ) ( 28.1 ) 18.5 Other non-cash expenses, net 27.9 22.1 ( 21.1 ) Changes in operating assets and liabilities, net of acquisitions: Accounts receivable 54.2 ( 40.6 ) ( 0.9 ) Inventories 12.1 ( 69.8 ) ( 125.0 ) Accounts payable ( 37.5 ) 20.8 1.2 Accrued compensation ( 26.7 ) 15.4 21.9 Income taxes payable, net ( 94.0 ) ( 15.3 ) 43.7 Deferred revenue and customer advances ( 22.9 ) ( 52.8 ) ( 0.6 ) Other changes in operating assets and liabilities, net ( 30.0 ) 23.5 ( 28.1 ) Net cash provided by operating activities 134.1 251.3 350.1 Cash flows from investing activities: Purchases of property, plant and equipment ( 90.8 ) ( 115.3 ) ( 106.9 ) Cash paid for minority investments ( 7.2 ) ( 48.3 ) ( 24.8 ) Cash paid for business combinations, net of cash acquired ( 73.9 ) ( 1,599.6 ) ( 226.6 ) Cash paid for in-process research and development and related assets ( 29.4 ) — — Other investing activities, net 4.8 5.9 32.3 Net cash used in investing activities ( 196.5 ) ( 1,757.3 ) ( 326.0 ) Cash flows from financing activities: Repayments of revolving lines of credit ( 778.8 ) ( 1,212.7 ) — Proceeds from revolving lines of credit 750.5 1,250.3 — Repayment of long-term debt ( 466.5 ) ( 135.4 ) ( 23.5 ) Proceeds from long-term debt 3.5 973.7 2.0 Proceeds from issuance of Series A Mandatory Convertible Preferred Stock, net of issuance costs 669.7 — — Proceeds from issuance of common stock, net 7.9 409.0 9.5 Payment of dividends to Series A Mandatory Convertible Preferred Shareholders ( 10.1 ) — — Payment of dividends to common shareholders ( 22.8 ) ( 30.2 ) ( 29.4 ) Repurchase of common stock ( 10.0 ) — ( 152.3 ) Other financing activities, net ( 8.3 ) ( 24.9 ) 0.3 Net cash provided by (used in) financing activities 135.1 1,229.8 ( 193.4 ) Effect of exchange rate changes on cash, cash equivalents, and restricted cash 43.7 ( 28.7 ) 12.2 Net change in cash, cash equivalents and restricted cash 116.4 ( 304.9 ) ( 157.1 ) Cash, cash equivalents and restricted cash at beginning of year 186.7 491.6 648.7 Cash, cash equivalents and restricted cash at end of year $ 303.1 $ 186.7 $ 491.6 Supplemental cash flow information: Cash paid for interest $ 71.0 $ 54.6 $ 33.7 Cash paid for taxes $ 222.5 $ 153.9 $ 96.6 Restricted cash period beginning balance $ 3.3 $ 3.3 $ 3.2 Restricted cash period ending balance $ 4.3 $ 3.3 $ 3.3 The accompanying notes are an integral part of these consolidated financial statements. 66 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Description of Business Bruker Corporation, together with its consolidated subsidiaries (“Bruker” or the “Company”), develops, manufactures and distributes high-performance scientific instruments and analytical and diagnostic solutions that enable its customers to explore life and materials at microscopic, molecular and cellular levels. Many of the Company’s products are used to detect, measure and visualize structural characteristics of chemical, biological and industrial material samples. The Company has four reportable segments: • Bruker Scientific Instruments ( “ BSI ” ) BioSpin : 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. Revenues are generated from academic institutions and medical schools; pharmaceutical, biotechnology, and diagnostics companies; contract research organizations; nonprofit and for-profit forensics laboratories; agriculture, food and beverage safety laboratories; environmental and clinical microbiology laboratories; hospitals and government departments and agencies. • BSI NANO : Designs, manufactures, and distributes advanced X-ray instruments, atomic force microscopy instrumentation, advanced fluorescence optical microscopy instruments, analytical tools for electron microscopes and X-ray metrology, defect-detection equipment for semiconductor process control, handheld, portable and mobile X-ray fluorescence spectrometry instruments, spark optical emission spectroscopy systems, chip cytometry products and services for targeted spatial proteomics, multi-omic services, optofluidic and proteomic barcoding platforms, and products and services for spatial genomics research and spatial biology. Revenues are generated from academic institutions, governmental customers, nanotechnology companies, semiconductor companies, raw material manufacturers, industrial companies, biotechnology and pharmaceutical companies, and other businesses involved in materials research and life science research analysis. • Bruker Energy & Supercon Technologies ( “ BEST ” ) : Develops and manufactures superconducting and non-superconducting materials and devices for use in renewable energy, energy infrastructure, healthcare, and high energy physics research. 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. GAAP”) requires that the Company make estimates and judgments that may affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, judgments, and methodologies. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. Changes in estimates are reflected in reported results in the period in which they become known. As of the date of issuance of these consolidated financial statements, the Company is not aware of any specific event or circumstance that would require the Company to update estimates, judgments or revise the carrying value of any assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the consolidated financial statements as soon as they become known. Actual results could differ from those estimates, and any such differences may be material to the Company’s consolidated financial statements. 67 Table of Contents 2. Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and all majority and wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated. Noncontrolling Interests 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 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 The Company has agreements with noncontrolling interest holders that provide the Company with the right to purchase, and the noncontrolling interest holders with the right to sell, their remaining minority interest at a contractually defined redemption value. These rights can be accelerated in certain events. 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 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 The Company accounts for business combinations under the acquisition method of accounting. Accordingly, the Company measures the fair value of all identifiable assets acquired (including intangible assets), liabilities assumed and any remaining noncontrolling interests and allocates the amounts paid to all items measured at the date of each acquisition. The Company records a 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 the financial statements. Therefore, 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. 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. 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. 68 Table of Contents Cash and Cash Equivalents Cash and cash equivalents primarily include cash on hand, money market funds and time deposits with original maturities of three months or less at the date of acquisition. Time deposits represent amounts on deposit in banks and temporarily invested in instruments with maturities of three months or less at the time of purchase. Cash equivalents are carried at cost, which approximates fair value. Short-term Investments Short-term investments represent time and call deposits maturing within twelve months and with original maturities of greater than three months at the date of acquisition. Short-term investments are classified as available-for-sale and are reported at fair value. Restricted Cash Restricted cash consists of cash balances that are pledged or committed for specified contractual obligations of the Company and are therefore restricted from withdrawal or usage. The Company has certain subsidiaries that are required by local laws and regulations to maintain restricted cash balances to cover future employee benefit payments. Restricted cash balances are classified as non-current unless, under the terms of the applicable agreements, the funds will be released from restrictions within one year from the balance sheet date. The current and non-current portion of restricted cash is recorded within other current assets and other long-term assets, respectively, in the accompanying consolidated balance sheets. Restricted cash is included as a component of cash, cash equivalents, and restricted cash on the Company’s consolidated statement of cash flows. Multi-Currency Notional Cash Pooling 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. 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 Accounts receivable have been reduced by an allowance for credit losses. 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 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. Derivative Financial Instruments and Hedging Activities All derivatives, whether designated in a hedging relationship or not, are recorded on the consolidated balance sheets at fair value. The accounting for changes in fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, the Company must designate the hedging instrument, based on the exposure being hedged, as a fair value hedge, cash flow hedge, foreign currency hedge or a hedge of a net investment in a foreign operation. If a derivative is designated as a hedge, depending on the nature of the hedge, changes in the fair value of the derivative are either offset against the change in fair value of the hedged item through earnings or recognized in other comprehensive income until the hedged item is recognized in earnings. Derivatives that are not designated as hedges are recorded at fair value through earnings. The Company presents the cross-currency swap periodic settlements in investing activities and the interest rate swap periodic settlements in operating activities in the consolidated statements of cash flows. The Company records derivative assets and liabilities on a gross basis in the consolidated balance sheets. Fair Value of Financial Instruments 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 69 Table of Contents 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. The levels in the hierarchy are defined as follows: • Level 1: Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. • Level 2: Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. • Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The fair value hierarchy level is determined by asset and class based on the lowest level of significant input. The observability of inputs may change for certain assets or liabilities. This condition could cause an asset or liability to be reclassified between levels. The Company recognizes transfers between levels within the fair value hierarchy, if any, at the end of each quarter. Valuation methodologies used for assets and liabilities measured or disclosed at fair value are as follows: • Time deposits and money market funds - Valued at market prices determined through third-party pricing services and classified as Level 2; • 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. Contingent consideration recorded within other current and other long-term liabilities represents the estimated fair value of future payments to the former shareholders as part of certain acquisitions. The contingent consideration is primarily based on the applicable acquired company achieving annual revenue and gross margin targets in certain years as specified in the relevant purchase and sale agreement. The Company initially values the contingent consideration on the acquisition date by using a Monte Carlo simulation or an income approach method. The Monte Carlo method models future revenue and costs of goods sold projections and discounts the average results to present value. 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 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. These rights (embedded derivatives) can be accelerated, at discounted redemption values, upon certain events related to post combination employment services. As the options are tied to continued employment, the Company classified the hybrid instruments (noncontrolling interests with an embedded derivatives) as liabilities on the consolidated balance sheet. Subsequent to the acquisition dates, the carrying value of each hybrid instrument is remeasured to fair value with changes recorded to acquisition expense in proportion to the respective requisite service period. They are valued using discounted cash flows discounted at risk-adjusted discount rates, utilizing various unobservable inputs and are classified as Level 3; • Equity interest purchase option liability – Valued using a discounted cash flow approach which compares the difference between the credit-adjusted excess present value of the option price in relation to the share ratio of the adjusted equity value at each exercise date, utilizing various unobservable inputs, and are classified as Level 3. • 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. Concentration of Credit Risk 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 financial institutions. The risk with respect to derivative 70 Table of Contents 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 . As of December 31, 2025, and 2024, no single customer represented 10 % or more of the Company’s total revenue or 10 % or more of the Company’s accounts receivable. Inventories Components of inventory include raw materials, work-in-process, demonstration units and finished goods. Demonstration units include systems which are located in the Company’s demonstration laboratories or installed at the sites of potential customers and are considered available for sale. Finished goods include in-transit systems that have been shipped to the Company’s customers but not yet installed and accepted by the customer. All inventories are stated at the lower of cost and net realizable value. 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, 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 Property, plant and equipment are stated at cost less accumulated depreciation and amortization. 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 operations and comprehensive income. Depreciation and amortization are calculated on a straight-line basis over the estimated useful lives of the assets as follows: Estimated Useful Life Buildings 25 to 40 years Machinery and equipment 3 to 10 years Computer and fixtures 3 to 5 years Furniture and fixtures 3 to 10 years Leasehold improvements Lesser of 15 years or the remaining lease term Goodwill and Intangible Assets Goodwill and indefinite-lived intangible assets are not amortized, but are evaluated for impairment on an annual basis, or on an interim basis when events or changes in circumstances indicate that the carrying value may not 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. Otherwise, no further testing will be required. 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 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. 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. 71 Table of Contents Intangible assets with a finite useful life are amortized on a straight-line basis over their estimated useful lives as follows: Estimated Useful Life Existing technology and related patents 1 to 15 years Customer relationships 5 to 15 years Trade names 1 to 15 years Impairment of Long-Lived Assets On a quarterly basis, the Company reviews long-lived assets, including intangible assets with finite useful lives, to determine if there have been any triggering events that could indicate an impairment. Impairment losses are recorded on long-lived assets used in operations 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 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 The Company typically provides a one-year parts and labor warranty with the purchase of equipment. The anticipated cost for this warranty is accrued upon recognition of the sale and is included as a current liability on the accompanying consolidated balance sheets. The Company’s warranty reserve reflects estimated material and labor costs for potential product issues for which the Company expects to incur an obligation. The Company’s estimates of anticipated rates of warranty claims and costs are primarily based on historical information. The Company assesses the adequacy of the warranty reserve on a quarterly basis and adjusts the amount as necessary. 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 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. Income Taxes The provision for income taxes includes federal, state, local and foreign taxes. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences of temporary differences between the financial statement carrying amounts and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which the temporary differences are expected to be recovered or settled. The Company evaluates the realizability of its deferred tax assets and establishes a valuation allowance when it is more likely than not that all or a portion of deferred tax assets will not be realized. 72 Table of Contents The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Based upon the level of historical taxable income and income tax liability and projections for future taxable income over the periods in which the deferred tax assets are utilizable, we believe it is more likely than not that we will realize the net benefits of the deferred tax assets of our wholly owned subsidiaries, net of the recorded valuation allowance. In the event that actual results differ from our estimates, or we adjust our estimates in future periods, we may need to adjust or establish a valuation allowance, which could materially impact our consolidated financial position and results of operations. The Company records liabilities related to uncertain tax positions in accordance with the guidance that clarifies the accounting for uncertainty in income taxes recognized in a Company’s financial statements. This guidance prescribes a minimum recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company includes accrued interest and penalties related to unrecognized tax benefits and income tax liabilities, when applicable, in income tax provision. Customer Advances The Company commonly requires an advance deposit under the terms and conditions of contracts with customers. These deposits are recorded as a current or long-term liability until revenue is recognized on the specific contract. Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. The key elements of ASC 606 are: 1) identifying a contract with the customer; 2) identifying the performance obligations in the contract; 3) determining the transaction price; 4) allocating the transaction price to the performance obligations in the contract; and 5) recognizing revenue when (or as) each performance obligation is satisfied. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Some of the Company’s contracts have multiple performance obligations, most commonly due to providing additional goods or services along with a system, such as installation, accessories, parts and services. 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. Alternatively, when not sold separately, the Company may determine standalone selling price using an expected cost plus a margin approach. The Company’s performance obligations are typically satisfied at a point in time, most commonly either on shipment, or customer acceptance. Certain performance obligations, such as maintenance contracts and extended warranty, are recognized over time based on the contractual obligation period. In addition, certain arrangements to provide more customized deliverables may be satisfied over time based on the extent of progress towards completion. For performance obligations recognized over time, revenue is measured by progress toward completion of the performance obligation that reflects the transfer of control. Typically, progress is measured using a cost-to-cost method based on cost incurred to date relative to total estimated costs upon completion as this best depicts the transfer of control to the customer. Application of the cost-to-cost method requires the Company to make reasonable estimates of the extent of progress toward completion and the total costs the Company expects to incur. Losses are recorded immediately when the Company estimates that contracts will ultimately result in a loss. Changes in the estimates could affect the timing of revenue recognition. The Company recognizes revenue from systems sales upon transfer of control in an amount that reflects the consideration it expects to receive. Transfer of control generally occurs upon shipment, or for certain systems, based upon customer acceptance for a system once delivered and installed at a customer facility. For systems that include customer-specific acceptance criteria, the Company is required to assess when it can demonstrate the acceptance criteria has been met, which generally is upon successful factory acceptance testing or customer acceptance and evidence of installation. For systems that require installation and where system revenue is recognized upon shipment, the standalone selling price of installation is deferred until customer acceptance. Revenue from accessories and parts is generally recognized based on shipment. Service revenue is recognized as the services are performed or ratably over the contractual obligation and includes maintenance contracts, extended warranties, training, application support and on-demand services. Revenues from instrument rental and reagent agreements provide customers with the right to use the Company’s instruments upon entering into multi-year agreements to purchase annual minimum amounts of reagents. These types of agreements include an embedded lease relating to the customer’s right to use the Company’s instruments over the period of the agreement. 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 73 Table of Contents 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 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. When the Company is responsible for installation, the standalone selling price of installation is deferred until customer acceptance. The Company’s distributors do not have price protection rights or rights of return; 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 operations. Amounts billed to customers in connection with these costs are included in total revenues. When control of the goods transfers prior to the completion of the Company’s obligation to ship the products to its customers, the Company has elected the practical expedient to account for the shipping services as a fulfillment cost. The Company expenses incremental costs of obtaining a contract as and when incurred if the expected amortization period is one year or less or the amount is immaterial. The Company excludes from the transaction price all taxes assessed by a governmental authority on revenue-producing transactions that are collected by the Company from a customer. The Company requires an advance deposit based on the terms and conditions of contracts with customers for many of its contracts. Typically, revenue is recognized within one year of receiving an advance deposit. 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 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. Amounts may not exceed their net realizable value. Contract assets are generally classified as current. Contract liabilities consist of customer advances, deferred revenue and billings in excess of revenue from contracts recognized on a cost-to-cost or cost-plus fixed fee basis. Contract liabilities are classified as current or long-term based on the timing of when the Company expects to recognize revenue. Contract assets and liabilities are reported in a net position on a contract-by-contract basis at the end of each reporting period. Leases At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. Leases with a term greater than 12 months are recognized on the balance sheet as Right-of-use (“ROU”) assets with a corresponding lease liability. The Company has elected not to recognize on the consolidated balance sheets leases with an initial term of 12 months or less. Leases with an initial term of 12 months or less are directly expensed as incurred. Leases are classified as either operating or finance depending on the specific terms of the arrangement. The Company’s leases mainly consist of facilities, office equipment, and vehicles. The majority of leases are classified as operating. The remaining lease term ranges from 2026 to 2043, with some leases including an option to extend the lease for varying periods of time or to terminate prior to the end of the lease term. Certain lease agreements contain provisions for future rent increases. Lease payments included in the measurement of the lease liability comprise fixed payments, future rent increases tied to an index or rate, and the exercise price of a Company option to purchase the underlying asset if the Company is reasonably certain to exercise the option. Future rent increases dependent on an index or rate are initially measured at the index or rate at the commencement date. The Company’s leases typically do not contain residual value guarantees. At the commencement date, operating and finance lease liabilities, and their corresponding ROU assets, are recorded based on the present value of lease payments over the expected lease term. 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 74 Table of Contents 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. Certain adjustments to the ROU asset may be required for items such as prepayments, lease incentives received, or initial direct costs paid. Research and Development The Company conducts research primarily to enhance system performance and improve the reliability of existing products, and to develop revolutionary new products and solutions. Research and development costs are expensed as incurred and include salaries, wages and other personnel related costs, material costs and depreciation, consulting costs and facility costs. Capitalized Software Purchased software licenses are capitalized at cost and are amortized over the estimated useful life, which is generally three years . Software developed for use in the Company’s products is expensed as incurred to research and development expense until technological feasibility is achieved. Subsequent to the achievement of technological feasibility, amounts are capitalizable. 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. Advertising The Company expenses advertising costs as incurred. Advertising expenses were $ 27.6 million, $ 27.8 million and $ 23.7 million during the years ended December 31, 2025, 2024, and 2023, respectively. Stock-Based Compensation 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. 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 75 Table of Contents 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. Post-retirement Benefit Plans The Company measures its benefit obligation and the fair value of plan assets as of December 31st each year. 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 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. Under this approach, net actuarial gains or losses in excess of ten percent of the larger of the projected benefit obligation or the fair value of plan assets are amortized over the average remaining service of active participants who are expected to receive benefits under the plans. Foreign Currency Assets and liabilities of the Company’s foreign subsidiaries, where the functional currency is not the U.S. Dollar, are translated into U.S. Dollars using the current exchange rate as of the consolidated balance sheet date and shareholders’ equity is translated using historical rates. Revenues and expenses of foreign subsidiaries are translated at the average exchange rates in effect during the year. 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 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. Exchange adjustments related to those transactions are made directly to a separate component of shareholders’ equity. Equity-method investments The Company accounts for investments in common stock under the equity method if the Company has the ability to exercise significant influence, but not control, over an investee. 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 (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. The Company regularly evaluates these investments, which are not carried at fair value, for other-than-temporary impairment and records any impairment charge in earnings when the decline in value below the carrying amount of its equity method investment is determined to be other-than-temporary. Minority investments 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. 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 operations. 76 Table of Contents Risks and Uncertainties 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. The Company has experienced supply chain interruptions as a result of general global economic conditions, including economic instability, a tight labor market and other factors including natural events and disasters. 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, 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. As a result of the adverse economic impacts resulting from the conflict between Russia and Ukraine, such as increased prices for and a reduced supply of key metals used in our products, the Company has ceased its Russian operations. Sustained or worsening global economic conditions and increasing inflation and geopolitical tensions have increased the Company's cost of doing business, impacted the Company’s supply chain operations, caused some of the Company’s customers to reduce or delay spending, and further intensified pricing pressures. 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 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. 77 Table of Contents 3. 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): Induced Conversions of Convertible Debt Instruments. This new guidance clarifies the accounting treatment of whether the settlement of convertible debt should be accounted for as an induced conversion or extinguishment of convertible debt. This guidance is effective for annual reporting periods beginning after December 15, 2025. 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. 2024-03 – Income Statement - Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses . 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. This guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is evaluating the potential impact of this adoption on the consolidated financial statements and related disclosures. 78 Table of Contents 4. Acquisitions 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. 2025 Acquisitions 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) Recipe (BSI CALID) Other (Various) Total Consideration Transferred: Cash paid $ 58.8 $ 20.0 $ 78.8 Cash acquired ( 5.2 ) ( 1.4 ) ( 6.6 ) Fair value of redeemable noncontrolling interest 27.5 1.1 28.6 Working capital and other closing adjustments 6.5 2.2 8.7 Total consideration transferred, net of cash acquired $ 87.6 $ 21.9 $ 109.5 Allocation of Consideration Transferred: Accounts receivable $ 2.3 $ 0.7 $ 3.0 Inventories 7.7 1.0 8.7 Other current assets 0.1 0.6 0.7 Property, plant and equipment 21.2 1.2 22.4 Other assets 4.9 0.9 5.8 Intangible assets: Technology 14.4 10.3 24.7 Customer relationships 30.2 0.9 31.1 Trade name 1.6 0.9 2.5 Goodwill 34.3 12.6 46.9 Deferred taxes (net) ( 17.0 ) ( 0.7 ) ( 17.7 ) Liabilities assumed ( 12.1 ) ( 6.5 ) ( 18.6 ) Total consideration allocated $ 87.6 $ 21.9 $ 109.5 79 Table of Contents The table below summarizes information on the Recipe Chemicals + Instruments GmbH (“Recipe”) acquisition: Recipe 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. Location Munich, Germany Percentage of voting equity interests acquired 69.64 % 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: Recipe Intangible Asset — Technology 10 years Intangible Asset — Customer relationships 15 years Intangible Asset — Tradename 1 year 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 80 Table of Contents 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. 81 Table of Contents 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 (BSI NANO) ELITechGroup (BSI CALID) Chemspeed Technologies (BSI BioSpin) Other (Various) Total Consideration Transferred: Cash paid $ 392.6 $ 951.9 $ 175.4 $ 128.9 $ 1,648.8 Cash acquired ( 0.5 ) ( 43.4 ) ( 0.6 ) ( 8.1 ) ( 52.6 ) Fair value of contingent consideration — — — 13.4 13.4 Working capital and other closing adjustments — 22.7 — 3.5 26.2 Total consideration transferred, net of cash acquired $ 392.1 $ 931.2 $ 174.8 $ 137.7 $ 1,635.8 Allocation of Consideration Transferred: Accounts receivable $ 16.8 $ 30.6 $ 7.0 $ 3.9 $ 58.3 Inventories 38.8 31.6 46.6 31.2 148.2 Other current assets 8.9 15.7 1.4 3.1 29.1 Property, plant and equipment 31.0 36.2 1.8 1.4 70.4 Other assets 23.1 41.3 17.3 9.7 91.4 Intangible assets: Technology 54.0 193.3 27.9 42.6 317.8 Customer relationships 38.0 236.3 51.5 8.5 334.3 Backlog — 0.5 9.4 4.9 14.8 Trade name 14.0 12.3 4.8 3.1 34.2 Goodwill 253.5 501.1 127.8 75.6 958.0 Deferred taxes (net) 4.8 ( 100.8 ) ( 14.0 ) ( 3.2 ) ( 113.2 ) Liabilities assumed ( 90.8 ) ( 66.9 ) ( 106.7 ) ( 43.1 ) ( 307.5 ) Total consideration allocated $ 392.1 $ 931.2 $ 174.8 $ 137.7 $ 1,635.8 82 Table of Contents Acquisitions material to the Company’s financial statements The table below summarizes information on acquisitions material to the Company’s financial statements in 2024: NanoString Technologies ELITechGroup Chemspeed Technologies Acquisition date May 6, 2024 April 30, 2024 March 6, 2024 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 contributes to further its leadership in the post-genomic era. Molecular diagnostics, microbiology and biomedical testing equipment. The acquisition expands the segment’s portfolio with the addition of pioneering innovation in molecular diagnostics which combined with the Segment's existing offerings establish Bruker as an innovative and growing infectious disease specialist in the in-vitro diagnostics market. Automated laboratory research and development and quality control workflow solutions in a wide range of chemical research fields. The acquisition expands the segment’s portfolio in vendor-agnostic scientific software, R&D, and laboratory automation. Location Washington, U.S.A. Various - Primarily Torino, Italy and Washington and Utah, U.S.A. Füllinsdorf, Switzerland Percentage of voting equity interests acquired 100 % 100 % 100 % Business/technology acquired 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 million determined in accordance with ASC Topic 450. Refer to Note 25, Commitments and Contingencies for more details on these litigations. Outstanding share capital of TecInvest S.à r.l, Eliman 1 S.à r.l, and Eliman 2 S.à r.l, and their 100 % interests in 18 subsidiaries (collectively “ELITech” or “ELITech Group”). Outstanding share capital of Chemspeed Technologies AG and its three wholly owned subsidiaries (collectively “Chemspeed”). In the acquisitions above, customer relationships and technology intangible assets were the most significant identifiable assets acquired. The fair value of the intangible assets is estimated using a multi-period excess earnings method for customer relationships and a relief from royalty method for technology. For the acquisition of ELITechGroup, the cash flow projections for the customer relationships included significant judgments and assumptions related to customer attrition rates, contributory asset charges, and discount rates and the cash flow projections for the technology included significant judgments and assumptions related to revenue growth rates, royalty rates, obsolescence rates, and discount rates. The following table presents estimated useful life for the acquired intangible assets as determined by the Company: NanoString Technologies ELITechGroup Chemspeed Technologies (a) Intangible Asset — Technology 12 years 4 to 14 years 7 years Intangible Asset — Tradenames 12 years 6 years 10 years Intangible Asset — Customer relationships 15 years 5 to 15 years 15 years (a) The Company expects to amortize backlog through the first quarter of 2026. 83 Table of Contents 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 for ELITechGroup or Chemspeed to be deductible for tax purposes. The Company expects the amounts allocated to goodwill for NanoString to be deductible for tax purposes. 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 During the year ended December 31, 2024, the Company acquired other businesses which were accounted for under the acquisition method that complemented the Company’s existing product offerings. The following table reflects the consideration transferred and the respective reportable segment for the acquisitions (in millions): Name of Acquisition Date Acquired Segment Total Consideration, net of Cash Acquired Cash Consideration Nion, LLC January 2, 2024 BSI NANO $ 42.9 $ 37.4 Spectral Instruments Imaging LLC February 1, 2024 BSI BBIO 28.8 29.0 Other (In aggregate) Various Various 66.0 62.5 $ 137.7 $ 128.9 For the period from the date of acquisition through December 31, 2024, the revenues and results of operations included in the consolidated financial statements of the Company from the other acquisitions listed in table above were not material, therefore, additional pro forma information combining the results of operations of the Company and these acquisitions have not been included. 84 Table of Contents The table below summarizes information on certain of the Company’s other acquisitions in 2024: Nion, LLC Spectral Instruments Imaging LLC 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. Location Washington, U.S.A. Arizona, U.S.A. Percentage of voting equity interests acquired 100 % 100 % Business/technology acquired 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 $ 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: Nion, LLC (a) Spectral Instruments Imaging LLC Intangible Asset — Technology 7 years 6 years Intangible Asset — Tradenames 7 years not applicable Intangible Asset — Customer relationships 15 years 14 years (a) The Company expects to amortize backlog through the fourth quarter of 2027. The amortization period for the intangible assets acquired for the Company’s other acquisitions is seven to eleven years for the technology, eleven to fifteen for customer relationships and twelve years for tradenames. The fair values of the trade name and technology of certain acquisitions were not material and were expensed in full during 2024. 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. 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 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. 2023 Acquisitions 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. 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. 85 Table of Contents 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 ELITechGroup and Chemspeed had been completed on January 1, 2023 (in millions): Year Ended December 31, 2024 Year Ended December 31, 2023 Before Adjustments Pro forma Adjustments After Adjustments Before Adjustments Pro forma Adjustments After Adjustments Revenue $ 3,426.0 $ — $ 3,426.0 $ 3,318.5 $ — $ 3,318.5 Net income (loss) $ 115.3 $ ( 15.7 ) $ 99.6 $ 168.4 $ ( 88.3 ) $ 80.1 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 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): Year Ended December 31, 2024 2023 Net (increase) in amortization and depreciation expense associated with tangible and intangible assets $ ( 2.4 ) $ ( 48.3 ) Net (increase) in interest expense ( 13.3 ) ( 40.0 ) Total pro forma adjustments - net loss $ ( 15.7 ) $ ( 88.3 ) 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 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. The pro forma adjustments are based upon currently available information and certain assumptions that the Company believes are reasonable under the circumstances. 86 Table of Contents 5. Minority and Equity-method Investments 2025 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): Name Financial Statement Classification Date Acquired Total Consideration Cash Consideration Other minority investments Other long-term assets Various $ 8.2 $ 7.2 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: Instrument Valuation Technique Unobservable Input Value Equity interest purchase option liability Discounted Cash Flow Revenue Risk Premium 2.5 % EBITDA Risk Premium 9.8 % 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). 2024 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. The following table reflects the consideration transferred (in millions): Name Financial Statement Classification Date Acquired Total Consideration Cash Consideration NovAliX Other long-term assets July 31, 2024 $ 50.1 $ 34.1 Other minority investments Other long-term assets Various 14.2 14.2 $ 64.3 $ 48.3 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 $ 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 $ 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. 87 Table of Contents The fair value measurement of the liability included significant unobservable inputs as follows: Instrument Valuation Technique Unobservable Input Value Equity interest purchase option liability Discounted Cash Flow Revenue Risk Premium 1.7 % EBITDA Risk Premium 6.9 % 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 were included in Interest and other income (expense), net in the consolidated statements of operations. 6. Goodwill and Intangible Assets Goodwill The following table sets forth the changes in the carrying amount of goodwill by segment (in millions): BSI BioSpin BSI CALID BSI NANO BEST Total Balance at December 31, 2023 86.5 201.5 294.3 0.3 582.6 Current period additions 141.3 536.0 281.0 — 958.3 Foreign currency impact ( 6.6 ) ( 21.5 ) ( 5.5 ) — ( 33.6 ) Balance at December 31, 2024 221.2 716.0 569.8 0.3 1,507.3 Current period additions — 49.0 — — 49.0 Current period impairment charges ( 42.5 ) — ( 54.0 ) — ( 96.5 ) Current period adjustments — ( 1.5 ) ( 0.3 ) — ( 1.8 ) Foreign currency impact 24.0 55.4 10.3 — 89.7 Balance at December 31, 2025 $ 202.7 $ 818.9 $ 525.8 $ 0.3 $ 1,547.7 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. 88 Table of Contents 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 The following is a summary of intangible assets (in millions): 2025 2024 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount Existing technology and related patents (a) $ 787.3 $ ( 358.2 ) $ 429.1 $ 724.5 $ ( 291.3 ) $ 433.2 Customer relationships 594.6 ( 169.1 ) 425.5 550.6 ( 125.6 ) 425.0 Trade names (b) 67.9 ( 27.4 ) 40.5 60.9 ( 16.1 ) 44.8 Other 18.1 ( 13.6 ) 4.5 16.5 ( 7.0 ) 9.5 Intangible assets $ 1,467.9 $ ( 568.3 ) $ 899.6 $ 1,352.5 $ ( 440.0 ) $ 912.5 (a) Included in existing technology and related patents, there is in process research and development of $ 4.1 million and $ 2.7 million as of December 31, 2025, and 2024, respectively. (b) Included in trade names, there are indefinite lived assets of $ 3.2 million and $ 2.8 million as of December 31, 2025, and 2024, respectively. For the years ended December 31, 2025, 2024 and 2023, the Company incurred amortization expense of $ 121.2 million, $ 99.1 million and $ 47.1 million, respectively. The estimated future amortization expense related to amortizable intangible assets is as follows (in millions): 2026 $ 112.8 2027 103.8 2028 98.3 2029 88.7 2030 83.3 Thereafter 405.4 Total $ 892.3 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 89 Table of Contents 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): BSI BioSpin Existing technology and related patents $ 2.2 Customer relationships 2.4 Total BSI BioSpin 4.6 BSI CALID Existing technology and related patents 8.3 Customer relationships 0.5 Trade names 0.7 Total BSI CALID 9.5 BSI NANO Existing technology and related patents 8.4 Customer relationships 7.4 Trade names 0.8 Total BSI NANO 16.6 Total impairment charges $ 30.7 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. 7. Revenue The following table presents the Company’s revenue by end customer geography for the years ended December 31 (in millions): 2025 2024 2023 United States $ 891.3 $ 938.5 $ 777.7 Germany 297.0 310.7 281.5 Europe excluding Germany 950.2 873.0 699.7 China 475.8 471.2 528.1 Asia Pacific excluding China 552.6 518.5 460.9 Other 269.6 254.5 216.6 Total revenue $ 3,436.5 $ 3,366.4 $ 2,964.5 90 Table of Contents The following table presents revenue for the Company recognized at a point in time versus over time for the years ended December 31 (in millions): 2025 2024 2023 Revenue recognized at a point in time $ 2,920.7 $ 2,894.9 $ 2,575.3 Revenue recognized over time 515.8 471.5 389.2 Total revenue $ 3,436.5 $ 3,366.4 $ 2,964.5 For the years ended December 31 (in millions) the following balances were associated with revenue: 2025 2024 Contract assets $ 113.0 $ 105.2 Contract liabilities (a) 550.4 538.2 Remaining performance obligations (b) $ 2,569.4 $ 2,090.4 (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 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. 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. Shipping and handling costs were $ 50.0 million, $ 45.7 million and $ 40.3 million during the years ended December 31, 2025, 2024 and 2023, respectively. Amounts billed to customers in connection with these costs are included in total revenues. 8. Business Segment Information The Company's CEO is the chief operating decision maker. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. We exclude from segment expenses and segment operating income (loss) certain corporate-related expenses and certain transactions or adjustments, such as costs related to restructuring actions, acquisition and related integration expenses, amortization of acquired intangible assets, and costs associated with our global information technology transition initiatives. The Company's intersegment sales and transfers are accounted for at discounted market-based prices based on intersegment agreements. The chief operating decision maker uses segment operating income (loss) to assess the performance for each segment by comparing the results of each segment with one another, comparing actual results to budget and prior year, as well as to allocate resources. 91 Table of Contents The following tables present segment results for the years ended December 31, 2025, 2024 and 2023 (in millions): Year Ended December 31, 2025 BSI BioSpin BSI CALID BSI NANO BEST Total Segment revenue from external customers $ 878.8 $ 1,210.2 $ 1,084.3 $ 263.2 $ 3,436.5 Intersegment revenue — — — 7.7 7.7 Total segment revenue $ 878.8 $ 1,210.2 $ 1,084.3 $ 270.9 $ 3,444.2 Segment expenses: Cost of revenue $ 465.9 $ 525.1 $ 524.1 $ 218.5 $ 1,733.6 Selling, general and administrative 162.7 302.8 284.0 22.3 771.8 Research and development 93.7 119.7 175.1 3.4 391.9 Segment Operating income $ 156.5 $ 262.6 $ 101.1 $ 26.7 $ 546.9 Reconciliation of Total operating income: Corporate, elimination and other (a) 113.9 Unallocated expenses (b) 364.8 Total consolidated operating income $ 68.2 Interest and other income (expense), net ( 46.2 ) Income before income taxes, equity in (losses) income of unconsolidated investees, net of tax, and noncontrolling interests in consolidated subsidiaries $ 22.0 Year Ended December 31, 2024 BSI BioSpin BSI CALID BSI NANO BEST Total Segment revenue from external customers $ 905.7 $ 1,093.5 $ 1,098.3 $ 268.9 $ 3,366.4 Intersegment revenue — — — 14.1 14.1 Total segment revenue $ 905.7 $ 1,093.5 $ 1,098.3 $ 283.0 $ 3,380.5 Segment expenses: Cost of revenue $ 437.7 $ 465.4 $ 518.9 $ 222.5 $ 1,644.5 Selling, general and administrative 158.9 270.2 290.8 21.5 741.4 Research and development 92.5 111.7 164.7 3.9 372.8 Segment Operating income $ 216.6 $ 246.2 $ 123.9 $ 35.1 $ 621.8 Reconciliation of Total operating income: Corporate, elimination and other (a) 103.8 Unallocated expenses (b) 264.9 Total consolidated operating income $ 253.1 Interest and other income (expense), net ( 46.2 ) Income before income taxes, equity in income (losses) of unconsolidated investees, net of tax, and noncontrolling interests in consolidated subsidiaries $ 206.9 92 Table of Contents Year Ended December 31, 2023 BSI BioSpin BSI CALID BSI NANO BEST Total Revenue $ 798.5 $ 960.4 $ 941.9 $ 263.7 $ 2,964.5 Intersegment revenue — — — 17.0 17.0 Total segment revenue $ 798.5 $ 960.4 $ 941.9 $ 280.7 $ 2,981.5 Segment expenses: Cost of revenue $ 374.8 $ 393.2 $ 438.2 $ 225.9 $ 1,432.1 Selling, general and administrative 134.7 238.7 228.0 19.3 620.7 Research and development 77.8 96.4 117.3 3.0 294.5 Segment Operating income $ 211.2 $ 232.1 $ 158.4 $ 32.5 $ 634.2 Reconciliation of Total operating income: Corporate, elimination and other (a) $ 87.9 Unallocated expenses (b) 109.4 Total consolidated operating income $ 436.9 Interest and other income (expense), net 107.3 Income before income taxes, equity in income (losses) of unconsolidated investees, net of tax, and noncontrolling interests in consolidated subsidiaries $ 544.2 (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 capital expenditures and depreciation and amortization by segment are presented below for the years ended December 31, (in millions): 2025 2024 2023 Capital Expenditures: BSI BioSpin $ 11.4 $ 22.8 $ 23.9 BSI CALID 25.3 34.1 31.4 BSI NANO 36.5 19.3 13.9 BEST 13.8 24.3 27.5 Corporate 16.0 14.8 10.2 Total capital expenditures $ 103.0 $ 115.3 $ 106.9 Depreciation and Amortization: BSI BioSpin $ 43.2 $ 41.0 $ 25.7 BSI CALID 92.3 67.0 29.3 BSI NANO 67.2 61.7 48.0 BEST 9.4 8.4 7.2 Corporate 8.2 5.7 4.7 Total depreciation and amortization $ 220.3 $ 183.8 $ 114.9 93 Table of Contents 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): 2025 2024 2023 Germany $ 426.7 $ 370.0 $ 350.2 United States 172.5 188.0 124.9 Switzerland 147.4 134.1 127.0 Europe excluding Germany and Switzerland 129.0 91.8 57.4 Asia Pacific 20.6 22.2 22.1 Other 14.4 8.7 9.8 Total long-lived assets $ 910.6 $ 814.8 $ 691.4 Total assets by segment are as follows for the years ended December 31, (in millions): 2025 2024 BSI BioSpin, BSI CALID, BSI NANO & Corporate $ 6,094.2 $ 5,648.4 BEST 192.4 199.8 Eliminations and other (a) ( 45.2 ) ( 41.5 ) Total assets $ 6,241.4 $ 5,806.7 (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. 9. 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): 2025 2024 2023 Net (loss) income attributable to Bruker Corporation $ ( 8.6 ) $ 113.1 $ 427.2 Dividends on Series A Mandatory Convertible Preferred Stock 13.9 — — Net (loss) income attributable to Bruker Corporation common shareholders $ ( 22.5 ) $ 113.1 $ 427.2 Weighted average common shares outstanding: Weighted average common shares outstanding - basic 151.8 149.0 146.4 Effect of dilutive securities: Stock options, restricted stock units, and employee stock purchase plan — 0.5 0.8 Series A Mandatory Convertible Preferred Stock — — — Weighted average common shares outstanding - diluted 151.8 149.5 147.2 Net (loss) income per common share attributable to Bruker Corporation common shareholders: Basic $ ( 0.15 ) $ 0.76 $ 2.92 Diluted $ ( 0.15 ) $ 0.76 $ 2.90 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. 94 Table of Contents 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): 2025 2024 2023 Stock options, restricted stock units, and employee stock purchase plan 0.4 0.3 0.2 Series A Mandatory Convertible Preferred Stock 6.0 — — 10. Post-retirement Benefit Plans Defined Contribution Plans The Company sponsors various defined contribution plans that cover certain domestic and international employees. The Company may make contributions to these plans at its discretion. The Company contributed $ 21.0 million, $ 17.7 million and $ 13.7 million to such plans during the years ended December 31, 2025, 2024, and 2023, respectively. 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 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. The following amounts were recognized in the accompanying consolidated balance sheets for the Company’s defined benefit plans (in millions): 2025 2024 Current liabilities $ ( 2.6 ) $ ( 2.5 ) Non-current liabilities ( 99.7 ) ( 103.0 ) Net benefit obligation $ ( 102.3 ) $ ( 105.5 ) 95 Table of Contents The changes in benefit obligations and plan assets under the defined benefit pension plans, projected benefit obligation and funded status of the plans were as follows (in millions): 2025 2024 Change in benefit obligation: Benefit obligation at beginning of year $ 294.6 $ 256.1 Service cost 9.7 7.1 Interest cost 4.1 4.4 Plan participant contributions 7.7 7.5 Plan amendments 1.8 12.6 Plan settlements ( 10.1 ) ( 1.3 ) Benefits paid ( 4.4 ) ( 5.0 ) Actuarial (gain) loss ( 12.4 ) 11.6 Premiums paid ( 1.9 ) ( 2.5 ) Plan combinations / acquisitions 0.1 24.1 Impact of foreign currency exchange rates 41.2 ( 20.0 ) Benefit obligation at end of year $ 330.4 $ 294.6 Change in plan assets: Fair value of plan assets at beginning of year $ 189.1 $ 177.4 Return on plan assets 8.5 2.6 Plan participant and employer contributions 19.1 17.3 Benefits paid ( 4.4 ) ( 5.0 ) Plan settlements ( 10.1 ) ( 1.3 ) Premiums paid ( 1.9 ) ( 2.5 ) Plan combinations / acquisitions — 14.4 Impact of foreign currency exchange rates 27.8 ( 13.8 ) Fair value of plan assets at end of year 228.1 189.1 Net under-funded status $ ( 102.3 ) $ ( 105.5 ) 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. All defined benefit pension plans have an accumulated benefit obligation and projected benefit obligation in excess of plan assets at December 31, 2025, and 2024. The following pre-tax amounts were recognized in accumulated other comprehensive income for the Company’s defined benefit plans (in millions): 2025 2024 2023 Reconciliation of amounts recognized in the consolidated balance sheets: Prior service (cost) credit $ ( 2.4 ) $ 0.2 $ 14.6 Net actuarial loss ( 29.1 ) ( 38.9 ) ( 27.4 ) Accumulated other comprehensive loss ( 31.5 ) ( 38.7 ) ( 12.8 ) Accumulated contributions less than net periodic benefit cost ( 70.8 ) ( 66.8 ) ( 65.9 ) Net amount recognized $ ( 102.3 ) $ ( 105.5 ) $ ( 78.7 ) 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. 96 Table of Contents The components of net periodic benefit costs included in the accompanying consolidated statements of operations were as follows (in millions): 2025 2024 2023 Components of net periodic benefit costs: Service cost $ 9.7 $ 7.1 $ 5.5 Interest cost 4.1 4.4 5.2 Expected return on plan assets ( 8.6 ) ( 5.2 ) ( 4.4 ) Settlement loss recognized 1.0 — — Amortization of prior service (credit) ( 0.8 ) ( 0.8 ) ( 0.8 ) Amortization of actuarial losses 1.3 0.3 0.1 Net periodic benefit costs $ 6.7 $ 5.8 $ 5.6 The assumptions used to determine the net periodic benefit costs and the projected benefit obligations are as follows: 2025 Japan France Switzerland Germany Italy Annual discount rate—defined benefit obligation 2.2 % 4.0 % 1.3 % 3.6 % 4.0 % Annual discount rate—defined benefit cost 1.4 % 3.3 % 1.0 % 3.1 % 3.4 % Expected return on plan assets not applicable 3.0 % 4.1 % not applicable not applicable Expected rate of compensation increase 3.0 % 3.0 % 2.0 % 2.7 % 3.0 % 2024 Japan France Switzerland Germany Italy Annual discount rate—defined benefit obligation 1.4 % 3.3 % 1.0 % 3.1 % 3.4 % Annual discount rate—defined benefit cost 1.1 % 3.2 % 1.4 % 3.6 % 3.6 % Expected return on plan assets not applicable 3.0 % 2.8 % not applicable not applicable Expected rate of compensation increase 3.0 % 3.0 % 2.0 % 2.6 % 3.0 % 2023 Japan France Switzerland Germany Italy (a) Annual discount rate—defined benefit obligation 1.1 % 3.2 % 1.4 % 3.6 % not applicable Annual discount rate—defined benefit cost 0.9 % 3.8 % 2.4 % 3.9 % not applicable Expected return on plan assets not applicable 3.0 % 2.7 % not applicable not applicable Expected rate of compensation increase 3.0 % 3.0 % 2.2 % 2.6 % 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. For the defined benefit pension plans, the Company applies the expected rate of return to a market-related value of assets, which stabilizes variability in assets to which the expected return is applied. 97 Table of Contents Asset Allocations by Asset Category The fair value of the Company’s pension plan assets by asset category and by level in the fair value hierarchy, is as follows (in millions): December 31, 2025 Total Quoted Prices in Active Markets Available (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Plan Assets: Swiss Pension Plan assets (a) $ 228.1 $ — $ — $ 228.1 Total plan assets $ 228.1 $ — $ — $ 228.1 December 31, 2024 Total Quoted Prices in Active Markets Available (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Plan Assets: Swiss Pension Plan assets (a) $ 189.1 $ — $ — $ 189.1 Total plan assets $ 189.1 $ — $ — $ 189.1 (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 %. Contributions and Estimated Future Benefit Payments 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 estimated benefit payments reflect future employee service as appropriate (in millions): 2026 $ 13.4 2027 14.8 2028 17.5 2029 18.8 2030 18.7 2031-2035 $ 96.2 98 Table of Contents 11. Other Charges, Net The components of Other charges, net, were as follows (in millions): 2025 2024 2023 Acquisition-related expenses, net (a) $ 6.4 $ 30.8 $ 18.9 Acquired in-process research and development expenses 13.5 — — Acquisition-related litigation charges 35.3 44.9 — Acquisition-related hybrid liability adjustments (b) ( 50.2 ) 24.1 ( 2.1 ) Restructuring charges 35.4 13.1 18.8 Long -lived asset impairment charges 14.8 2.2 5.7 Information technology transformation costs (c) 11.6 7.2 5.0 Other 4.5 3.8 5.9 Other charges, net $ 71.3 $ 126.1 $ 52.2 (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. 12. 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): 2025 2024 2023 Cost of revenues: BSI BioSpin $ 8.2 $ 1.0 $ — BSI CALID 18.1 1.0 1.5 BSI NANO 10.0 9.6 2.0 BEST 5.7 — — Total Cost of revenues $ 42.0 $ 11.6 $ 3.5 Other charges, net : BSI BioSpin $ 8.9 $ 1.6 $ 1.7 BSI CALID 11.0 2.2 1.9 BSI NANO 11.9 8.8 14.4 BEST 0.4 — — Corporate 3.2 0.5 0.8 Total Other charges, net 35.4 13.1 18.8 Total $ 77.4 $ 24.7 $ 22.3 99 Table of Contents 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): Total Severance Exit Costs Balance at December 31, 2022 $ 0.6 $ 0.4 $ 0.2 Restructuring charges 21.3 20.5 0.8 Cash payments ( 13.1 ) ( 12.3 ) ( 0.8 ) Acquired 3.6 0.9 2.7 Foreign currency impact 0.1 0.1 — Balance at December 31, 2023 $ 12.5 $ 9.6 $ 2.9 Restructuring charges 19.2 13.1 6.1 Cash payments ( 24.2 ) ( 17.8 ) ( 6.4 ) Foreign currency impact ( 0.3 ) ( 0.3 ) — Balance at December 31, 2024 $ 7.2 $ 4.6 $ 2.6 Restructuring charges 51.6 46.3 5.3 Cash payments ( 24.9 ) ( 19.8 ) ( 5.1 ) Non-cash adjustments ( 2.5 ) — ( 2.5 ) Foreign currency impact 0.8 0.8 — Balance at December 31, 2025 $ 32.2 $ 31.9 $ 0.3 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. 100 Table of Contents 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): 2025 2024 BSI BioSpin Severance and termination charges $ 12.6 $ 2.6 Inventory product restructuring charges 0.5 — Other restructuring charges 0.1 — Total BSI BioSpin 13.2 2.6 BSI CALID Severance and termination charges 11.8 1.5 Inventory product restructuring charges 12.5 — Other restructuring charges 0.5 — Total BSI CALID 24.8 1.5 BSI NANO Severance and termination charges 13.1 0.5 Inventory product restructuring charges 1.9 — Other restructuring charges 2.1 — Total BSI NANO 17.1 0.5 BEST Severance and termination charges 0.4 — Inventory product restructuring charges 5.8 — Total BEST 6.2 — Corporate Severance and termination charges 3.2 — Total Corporate 3.2 — Total Corporate wide restructuring charges (a) $ 64.5 $ 4.6 (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): 2025 2024 Severance and termination charges (a) $ 1.2 $ 9.0 Product restructuring costs due to scrapping of expired or expiring inventory — 4.7 Impairment charge against operating lease right of use assets $ — $ 1.5 (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. 101 Table of Contents 13. Interest and Other Expense, Net The components of interest and other expense, net, were as follows (in millions): 2025 2024 2023 Interest income $ 14.8 $ 9.3 $ 7.5 Interest expense ( 60.3 ) ( 47.9 ) ( 16.4 ) Impairment of minority investments ( 20.0 ) ( 24.6 ) ( 18.2 ) Exchange gains (losses), net on foreign currency transactions 11.6 23.7 ( 13.3 ) Gain on settlement of interest rate swap agreement (a) 5.9 — — Defined benefit pension components, excluding service cost 3.0 1.3 ( 0.1 ) Other income (expense) ( 1.2 ) — 3.7 Interest and other expense, net $ ( 46.2 ) $ ( 38.2 ) $ ( 36.8 ) (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. 14. Income Taxes The following table presents the domestic and foreign components of (loss) income before income taxes for the years ended December 31 (in millions): 2025 2024 2023 Domestic $ ( 317.9 ) $ ( 250.2 ) $ 0.7 Foreign 339.9 457.1 543.5 Total income before provision for income taxes $ 22.0 $ 206.9 $ 544.2 The following table presents the components of the income tax provision for the years ended December 31 (in millions): 2025 2024 2023 Current income tax expense (benefit): Federal $ 6.3 $ 7.3 $ 2.3 State 2.3 3.7 2.4 Foreign 125.1 144.2 138.7 Total current income tax expense 133.7 155.2 143.4 Deferred income tax (benefit) expense: Federal ( 59.1 ) ( 45.2 ) ( 18.1 ) State ( 10.8 ) ( 4.3 ) ( 4.8 ) Foreign ( 34.5 ) ( 14.3 ) ( 2.8 ) Total deferred income tax benefit ( 104.4 ) ( 63.8 ) ( 25.7 ) Income tax provision $ 29.3 $ 91.4 $ 117.7 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. 102 Table of Contents 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): Amount Percent U.S. federal statutory tax rate $ 4.6 21.0 % State and local income tax, net of federal (national) income tax effect (a) ( 8.9 ) ( 40.6 )% Foreign tax effects Germany Statutory tax rate difference between Germany and United States ( 8.4 ) ( 37.9 )% Contingent liability ( 8.7 ) ( 39.3 )% Other local taxes 21.7 98.5 % Other ( 0.1 ) ( 0.6 )% Luxembourg Changes in valuation allowance ( 4.6 ) ( 20.8 )% Restructuring ( 2.4 ) ( 10.7 )% Other 3.8 17.3 % Malaysia Statutory tax rate difference between Malaysia and United States ( 4.7 ) ( 21.4 )% Pillar two 2.9 13.4 % Tax holiday ( 2.5 ) ( 11.1 )% Withholding taxes 2.4 10.8 % Other ( 0.2 ) ( 0.7 )% Switzerland Statutory tax rate difference between Switzerland and United States 5.4 24.4 % R&D credits ( 5.4 ) ( 24.6 )% Tax impact on repatriation 4.0 18.0 % Goodwill impairment 3.3 14.8 % Other local taxes 4.6 20.6 % Other 0.1 0.4 % Other jurisdictions 8.0 36.1 % Effect of cross-border tax laws Global intangible low-taxed income, net of foreign tax credits 3.2 14.4 % Other, net of foreign tax credits ( 0.5 ) ( 2.3 )% Tax credits R&D credits ( 3.8 ) ( 17.1 )% Other ( 1.6 ) ( 7.2 )% Changes in valuation allowances 6.8 30.9 % Nontaxable or nondeductible items Contingent liability 3.3 14.8 % Share based compensation 2.3 10.5 % Other 0.4 1.8 % Changes in unrecognized tax benefits 4.3 19.8 % Effective tax rate $ 29.3 133.2 % (a) State taxes in UT, PA, and CA made up the majority (greater than 50 percent) of the tax effect in this category. 103 Table of Contents 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): 2024 2023 Statutory tax rate 21.0 % 21.0 % Foreign tax rate differential 6.6 % 3.5 % Permanent differences 3.3 % 2.1 % Contingent liability 4.8 % — U.S. tax on foreign earnings 5.4 % 1.0 % Stock compensation ( 0.6 )% ( 0.3 )% Tax contingencies 2.2 % — Change in tax rates ( 1.0 )% 0.1 % Repatriation of foreign earnings 1.7 % 1.0 % State income taxes, net of federal benefits ( 1.0 )% ( 0.6 )% Research and development credits ( 8.6 )% ( 2.0 )% Tax impact on bargain purchase gain 0.8 % ( 5.6 )% Return to provision adjustments 3.1 % 0.3 % Withholding taxes and other taxes 3.2 % — Other 1.1 % ( 0.2 )% Change in valuation allowance 2.2 % 1.3 % Effective tax rate 44.2 % 21.6 % The tax effect of temporary items that gave rise to significant portions of the deferred tax assets and liabilities were as follows (in millions): 2025 2024 Deferred tax assets: Accrued expenses $ 7.2 $ 9.8 Compensation 31.8 32.7 Deferred revenue 5.1 — Section 174 capitalization 92.5 68.2 Disallowed interest carryforwards 68.4 56.7 Net operating loss carryforwards 206.6 200.8 Foreign tax and other tax credit carryforwards 27.5 24.3 Unrealized currency gain/loss 17.5 24.4 Inventory 22.0 3.3 Hedge unrealized FX gain/loss 61.4 1.5 Lease liabilities 38.2 35.6 Other 14.2 10.4 Gross deferred tax assets 592.4 467.7 Less valuation allowance ( 74.9 ) ( 60.4 ) Total deferred tax assets 517.5 407.3 Deferred tax liabilities: Accounts payable 5.5 — Deferred revenue — 0.7 Fixed assets 0.4 16.4 Foreign patent reserves 0.8 0.8 Intangibles 147.6 172.1 Accrued expenses 4.8 4.5 Accrued withholding tax 8.3 9.6 Right-of-use asset 38.1 35.5 Other 2.8 — Total deferred tax liabilities 208.3 239.6 Net deferred tax assets $ 309.2 $ 167.7 104 Table of Contents 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 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 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. Changes in the valuation allowance for deferred tax assets were as follows (in millions): Balance at December 31, 2022 $ 6.6 Increases recorded as an expense to income tax provision 7.2 Balance at December 31, 2023 13.8 Increases recorded as an expense to income tax provision 3.8 Increases recorded through purchase accounting 42.8 Balance at December 31, 2024 60.4 Increases recorded as an expense to income tax provision 5.2 Increases recorded through purchase accounting 9.3 Balance at December 31, 2025 $ 74.9 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 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. 105 Table of Contents 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. The following table presents a reconciliation of the Company’s gross unrecognized tax benefits (in millions): Gross unrecognized tax benefits at December 31, 2022 $ 54.9 Gross decreases—tax positions in prior periods ( 3.8 ) Gross increases—current period tax positions 7.4 Gross unrecognized tax benefits at December 31, 2023 58.5 Gross decreases—tax positions in prior periods ( 1.8 ) Gross increases—current period tax positions 7.0 Gross unrecognized tax benefits at December 31, 2024 63.7 Gross increases—tax positions in prior periods 4.1 Gross increases—current period tax positions 5.0 Gross increases—tax audit in prior periods 5.2 Reduction related to audit settlements ( 5.2 ) Gross unrecognized tax benefits at December 31, 2025 $ 72.8 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. The Company recorded expense of $ 0.9 million and $ 1.1 million during the years ended December 31, 2025, and 2024, respectively, for penalties and interest related to unrecognized tax benefits in the provision for income taxes. The Company files tax returns in the United States, which includes federal, state, and local jurisdictions, and many foreign jurisdictions with varying statutes of limitations. The Company considers Germany, the United States, and Switzerland to be its significant tax jurisdictions. 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 $ 13.2 State taxes Other state jurisdictions 4.3 Foreign taxes Germany 162.8 Other foreign jurisdictions 42.2 Total cash taxes paid $ 222.5 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 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. 106 Table of Contents 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. 15. Inventories Inventories consisted of the following (in millions): 2025 2024 Raw materials $ 392.0 $ 388.7 Work-in-process 343.6 348.9 Finished goods 243.1 228.5 Demonstration units 115.9 101.7 Total Inventories $ 1,094.6 $ 1,067.8 Finished goods include in-transit systems that have been shipped to the Company’s customers but not yet installed and accepted by the customer. At December 31, 2025, and 2024, finished goods inventory-in-transit was $ 81.1 million and $ 53.6 million, respectively. 16. Other Current and Long-term Assets Other current assets consisted of the following (in millions): December 31, 2025 December 31, 2024 Unbilled receivables $ 112.5 $ 93.6 Income and other taxes receivable (note 14) 74.2 34.5 Prepaid expenses 35.2 35.1 Deposits with vendors 23.8 26.1 Interest rate cross-currency swap agreements (note 22) — 10.7 Lease receivable 4.4 7.6 Other assets 24.1 28.9 Other current assets $ 274.2 $ 236.5 107 Table of Contents Other long-term assets consisted of the following (in millions): December 31, 2025 December 31, 2024 Minority and equity method investments (note 5) $ 114.7 $ 113.6 Income and other taxes receivable (note 14) 102.9 82.5 Interest rate cross-currency swap agreements (note 22) — 11.1 Lease receivable 11.1 4.3 Other assets 20.6 21.2 Other long-term assets $ 249.3 $ 232.7 17. Property, Plant and Equipment, Net The following is a summary of property, plant and equipment, net by major asset class (in millions): 2025 2024 Land $ 75.6 $ 47.5 Building and leasehold improvements 612.0 540.7 Machinery, equipment, software and furniture and fixtures 749.2 640.1 1,436.8 1,228.3 Less accumulated depreciation and amortization ( 692.0 ) ( 559.0 ) Property, plant and equipment, net $ 744.8 $ 669.3 Depreciation expense, which includes the amortization of finance lease right-of-use assets and leasehold improvements, for the years ended December 31, 2025, 2024 and 2023 was $ 99.1 million, $ 84.7 million and $ 67.8 million, respectively. 108 Table of Contents 18. Leases Operating lease cost is recognized over the lease term on a straight-line basis, while finance lease cost is amortized over the expected term on a straight-line basis. Variable lease costs, not dependent on an index or rate, are recognized when incurred and typically consists of amounts owed by the Company to a lessor that are not fixed, such as reimbursement for common area maintenance and utilities cost. The components of lease expense were as follows (in millions): 2025 2024 2023 Amortization of right-of-use assets $ 5.2 $ 4.6 $ 4.1 Interest on lease liabilities 0.9 0.9 1.0 Total finance lease cost 6.1 5.5 5.1 Operating lease cost 49.4 45.4 31.4 Short term lease cost 2.5 5.7 4.4 Variable lease cost 8.1 8.1 6.2 Impairment expense 2.3 1.3 3.2 Sublease income ( 3.4 ) ( 2.3 ) ( 2.0 ) Total lease cost $ 65.0 $ 63.7 $ 48.3 Supplemental balance sheet information related to leases was as follows (in millions of dollars unless otherwise noted): December 31, 2025 2024 Operating leases: Operating lease assets $ 165.8 $ 145.5 Other current liabilities 35.2 32.1 Operating lease liability - long term 138.6 118.9 Weighted average remaining lease term 7.07 years 6.9 years Weighted average discount rate 6.2 % 5.7 % Finance leases: Property, plant and equipment, net $ 20.3 $ 18.8 Current portion of long-term debt 5.2 4.6 Long-term debt 13.8 12.9 Weighted average remaining lease term 6.3 years 6.9 years Weighted average discount rate 5.0 % 4.7 % Supplemental cash flow information related to leases was as follows (in millions): 2025 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from finance leases $ 0.9 $ 0.9 $ 0.9 Operating cash flows from operating leases 35.7 36.7 24.0 Financing cash flows from finance leases 5.8 5.5 5.0 Right-of-use assets obtained in exchange for lease liabilities: Operating leases $ 59.5 $ 94.7 $ 73.5 Finance leases 5.4 3.8 11.3 109 Table of Contents Future lease payments under operating leases and finance leases are as follows (in millions): Operating Leases Finance Leases Twelve months ended December 31: 2026 $ 46.5 $ 5.7 2027 37.0 3.9 2028 29.1 2.7 2029 22.8 1.7 2030 20.6 1.2 Thereafter 59.5 5.5 Total undiscounted lease payments 215.5 20.7 Less: imputed interest ( 41.7 ) ( 1.7 ) Total lease liabilities $ 173.8 $ 19.0 19. Other Current and Long-term Liabilities The following is a summary of other current liabilities (in millions): 2025 2024 Accrued compensation $ 179.7 $ 187.8 Income taxes payable (note 14) 76.2 119.6 Acquisition-related litigation settlements ( note 25 ) 70.0 — Derivative liabilities (note 22) 39.1 0.9 Operating lease liabilities (note 18) 35.2 32.1 Accrued warranty 33.4 32.6 Restructuring liabilities (note 12) 28.7 7.2 Legal and professional fees 22.4 20.2 Other taxes payable (note 14) 21.3 22.9 Accrued dividends payable 11.5 — Accrued interest 7.1 10.0 Accrual for legal contingencies ( note 25 ) 5.4 86.0 Contingent considerations (note 23) 4.9 5.1 Other accrued expenses 70.5 52.1 Other current liabilities $ 605.4 $ 576.5 110 Table of Contents The following table sets forth the changes in accrued warranty (in millions): Balance at December 31, 2022 $ 24.7 Accruals for warranties issued during the year including changes in estimates 16.8 Settlements of warranty claims ( 12.4 ) Foreign currency impact 0.9 Balance at December 31, 2023 30.0 Accruals for warranties issued during the year including changes in estimates 20.4 Settlements of warranty claims ( 16.0 ) Foreign currency impact ( 1.8 ) Balance at December 31, 2024 32.6 Accruals for warranties issued during the year including changes in estimates 15.8 Settlements of warranty claims ( 18.3 ) Foreign currency impact 3.5 Balance at December 31, 2025 $ 33.6 The following is a summary of other long-term liabilities (in millions): 2025 2024 Income and other taxes payable ( note 14 ) $ 82.0 $ 73.9 Hybrid instruments liability (note 24) 19.6 78.1 Accrued Pension ( note 10 ) 99.7 103.0 Other 37.9 56.0 Other long-term liabilities $ 239.2 $ 311.0 111 Table of Contents 20. Debt The Company’s debt obligations consist of the following (in millions): 2025 2024 2024 term loan agreements: CHF 150 million loan due March 2027, 1.50 % $ — $ 162.1 CHF 150 million loan due March 2029, 1.50 % 180.8 162.1 CHF 150 million loan due March 2031, 1.75 % 189.0 165.2 2019 term loan agreement: USD loan quarterly payments of $ 3.8 million and balloon payment due December 2026 — 263.3 Note Purchase Agreements (NPA – Senior notes): CHF 50 million due April 15, 2034, 2.56 % (a) 63.0 55.1 CHF 146 million due April 15, 2036, 2.62 %, and CHF 50 million due April 15, 2036, 2.60 % (a) 247.0 215.9 CHF 135 million due April 15, 2039, 2.71 %, and CHF 50 million due April 15, 2039, 2.62 % (a) 233.1 203.8 CHF 300 million due December 8, 2031, 0.88 % (a) 378.1 330.5 CHF 297 million due December 11, 2029, 1.01 % (a) 374.3 327.2 EUR 150 million due December 8, 2031, 1.03 % (a) 176.0 155.3 CHF revolving loan (in U.S. Dollars) under the 2024 Revolving Credit Agreement — 27.5 Other loans 11.2 11.9 Unamortized debt issuance costs ( 2.4 ) ( 3.1 ) Total notes and loans outstanding (b) $ 1,850.1 $ 2,076.8 Finance lease obligations 19.0 17.5 Total debt $ 1,869.1 $ 2,094.3 Current portion of long-term debt and finance lease obligations ( 16.6 ) ( 32.5 ) Total long-term debt, less current portion $ 1,852.5 $ 2,061.8 (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): 2026: $ 11.9 ; 2027: $ 19.3 ; 2028: $ 20.4 ; 2029: $ 538.7 ; 2030: $ 10.9 ; and thereafter: $ 1,251.3 . 112 Table of Contents Significant borrowings and repayments The following table summarizes the Company’s debt borrowings and repayments from long-term debt for the years ended December 31 (in millions): 2025 2024 2023 Proceeds from revolving lines of credit: 2024 Amended and Restated Credit Agreement $ 750.5 $ 981.4 $ — 2019 Amended and Restated Credit Agreement (a) — 268.9 — Proceeds from revolving lines of credit - Total $ 750.5 $ 1,250.3 $ — Repayments of revolving lines of credit: 2024 Amended and Restated Credit Agreement $ ( 778.8 ) $ ( 1,212.7 ) $ — Repayments of revolving lines of credit - Total $ ( 778.8 ) $ ( 1,212.7 ) $ — Proceeds from long-term debt: CHF notes under various 2024 Note Purchase Agreements $ — $ 472.1 $ — CHF notes under the 2024 Term Loan Agreement — 495.6 — Other 3.5 6.0 2.0 Proceeds from long-term debt - Total $ 3.5 $ 973.7 $ 2.0 Repayment of long-term debt: USD notes under the 2012 Note Purchase Agreement $ — $ ( 100.0 ) $ — USD notes under the 2019 Term Loan Agreement ( 263.3 ) ( 15.0 ) ( 15.0 ) CHF notes under the 2024 Term Loan Agreement ( 189.4 ) ( 6.4 ) — Other ( 13.8 ) ( 14.0 ) ( 8.5 ) Repayment of long-term debt - Total $ ( 466.5 ) $ ( 135.4 ) $ ( 23.5 ) (a) As detailed below the 2024 Amended and Restated Credit Agreement amended and restated the 2019 Revolving Credit Agreement on January 18, 2024. All balances were transferred to the 2024 Amended and Restated Credit Agreement Covenants As of December 31, 2025, the Company was in compliance with all financial covenants of all debt agreements. The Company’s debt agreements’ covenants consist of customary affirmative and negative covenants, including, among others, restrictions on the Company’s ability to incur liens, transfer or sell equity or assets, engage in certain mergers and consolidations, enter into transactions with affiliates, and engage or permit any subsidiary to engage in certain lines of business. They also include customary representations and warranties and events of default. 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. Hedging 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. 113 Table of Contents Revolving Credit Facility As of December 31, 2025, the maximum commitments and net amounts available under (i) the 2024 Revolving Credit Agreement and (ii) other lines of credit with various financial institutions located primarily in Germany and Switzerland that are unsecured and typically due upon demand are as follows (dollars in millions): Weighted Average Interest Rate Total Amount Committed by Lenders Outstanding Borrowings Outstanding Letters of Credit Total Committed Amounts Available 2024 Amended and Restated Credit Agreement (a) 0.20 % $ 900.0 $ — $ 0.7 $ 899.3 Bank guarantees and working capital line varies 211.2 — 211.2 — Total revolving lines of credit $ 1,111.2 $ — $ 211.9 $ 899.3 (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. Key terms An overview of the key terms of each of the term loan agreements, note purchase agreements and revolving credit agreements are described below. 2024 Term Loan Agreements On March 29, 2024, the Company, as borrower, entered into (i) a term loan agreement (the “Three- and Five-Year Term Loan Agreement”) and (ii) another term loan agreement (the “Seven-Year Term Loan Agreement” and together with the Three- and Five-Year Term Loan Agreement, the “Term Loan Agreements”) with a group of bank lenders. Each term loan facility has a delayed draw component allowing for up to two borrowings under the relevant loan facility during the period from and including the effective date to the earlier of (i) September 30, 2024 and (ii) the date of termination of the commitments by the Administrative Agent during the continuance of an Event of Default as defined in the applicable Term Loan Agreement. Amounts outstanding under the 2024 Term Loan Agreements bear interest at a rate equal to (a) the Swiss Average Rate Overnight ( SARON ), plus a margin ranging from (i) 1.000 % to 1.500 % in the case of the three- and five-year term loan facilities and (ii) 1.250 % to 1.750 % in the case of the seven-year term loan facilities, in each case, based on the Company’s leverage ratio, provided, however, that if the loans are required to bear interest determined by reference to an Alternate Base Rate (“ABR Loans”), then such ABR Loans shall bear interest equal to (i) the federal funds effective rate plus ½ of 1% , (ii) the prime rate announced by Bank of America, N.A., and (iii) 1 %, plus a margin ranging from 0.100 % to 0.200 %, based on the Company’s leverage ratio. Loans under the 2024 Term Loan Agreements will be repayable in full at maturity, subject to scheduled quarterly amortization payments on (i) the three-year and five-year term loan facilities beginning in June 2024 and (ii) the seven-year term loan facility beginning in June 2026, and, in each case, may also be prepaid at the Company’s option in whole or in part without premium or penalty. 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 the interest coverage ratio. Notes Purchase Agreements (“NPAs” or “Notes”) The Company has entered into several NPAs with groups of accredited institutional investors including on February 1, 2024, and February 8, 2024 (“2024 Note Purchase Agreements”), December 7, 2021 (“2021 Note Purchase Agreement”) and on December 11, 2019 (“2019 Note Purchase Agreement”). The key terms associated with these NPAs are as follows: 114 Table of Contents • Interest is payable semi-annually; • The Notes are unsecured obligations of the Company and are fully and unconditionally guaranteed by certain of the Company’s subsidiaries. • The Company may prepay some or all of the Notes at any time in an amount not less than 10 % of the aggregate principal amount of the Notes then outstanding at a price equal to the sum of (a) the principal amount to be prepaid, plus accrued and unpaid interest, (b) any applicable “make-whole” amount, and (c) certain other fees and expenses. 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 interest coverage ratio. The leverage ratio for the NPAs was not affected by the RCA amendment, noted below. 2024 Amended and Restated Credit Agreement On January 18, 2024, the Company and certain subsidiaries entered into an agreement that amended and restated the 2019 Revolving Credit Agreement which was entered into on December 11, 2019. This resulted in the aggregate amount available to draw increasing to $ 900 million from $ 600 million and an extension of the maturity date to January 18, 2029, as may be further extended by the Company for the periods and on the terms set forth in the 2024 Amended and Restated Credit Agreement ( “2024 RCA”). In addition, the 2024 RCA increases the uncommitted incremental facility whereby, under certain circumstances, the Company may, at its option, increase the amount of the revolving facility or incur term loans in an aggregate amount not to exceed $ 400 million. Amounts outstanding under the 2024 RCA bear interest at a rate equal to, at the Company’s option, (a) the Secured Overnight Financing Rate (“SOFR”) applicable to the relevant currency, 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 0.5 %, (ii) the prime rate announced by Bank of America, N.A., and (iii) SOFR, as adjusted, plus 1.00 %, plus a margin rate ranging from 0.000 % to 0.500 %, based on the Company’s leverage ratio. The Company has also agreed to pay a quarterly facility fee based on the aggregate amount available under the 2019 Revolving Credit Agreement ranging from 0.100 % to 0.200 %, based on the Company’s leverage ratio. The 2024 RCA includes affirmative, negative and financial covenants and events of default customary for financings of this type. The negative covenants include, among others, restrictions on liens, indebtedness of the Company and its subsidiaries, asset sales, dividends, and transactions with affiliates not approved under the agreements. The financial covenants require the Company to maintain a maximum leverage ratio of 3.50 to 1.00 (the “Stated Leverage Ratio” or “SLR”) and a minimum interest coverage of 2:50 to 1.00. 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. 115 Table of Contents 21. Fair Value of Financial Instruments 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 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 Total Quoted Prices in Active Markets Available (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Forward currency contracts 2.8 — 2.8 — Total assets recorded at fair value $ 2.8 $ — $ 2.8 $ — Liabilities: Contingent consideration (note 23) $ 10.2 $ — $ — $ 10.2 Hybrid instruments liabilities ( note 24 ) 19.6 — — 19.6 Interest rate and cross-currency swap agreements (note 22) 37.8 — 37.8 — Forward currency contracts 1.0 — 1.0 — Equity interest purchase option liability (a) 11.0 — — 11.0 Total liabilities recorded at fair value $ 79.6 $ — $ 38.8 $ 40.8 December 31, 2024 Total Quoted Prices in Active Markets Available (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Time deposits and money market funds $ 17.2 $ — $ 17.2 $ — Interest rate and cross-currency swap agreements (note 22) 21.8 — 21.8 — Forward currency contracts 6.0 — 6.0 — Total assets recorded at fair value $ 45.0 $ — $ 45.0 $ — Liabilities: Contingent consideration (note 23) $ 17.3 $ — $ — $ 17.3 Hybrid instruments liabilities ( note 24 ) 78.1 — — 78.1 Interest rate and cross-currency swap agreements (note 22) 17.2 — 17.2 — Forward currency contracts 0.5 — 0.5 — Equity interest purchase option liability (a) 14.9 — — 14.9 Total liabilities recorded at fair value $ 128.0 $ — $ 17.7 $ 110.3 (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. 116 Table of Contents 22. Derivative Instruments and Hedging Activities 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 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 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 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 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. 117 Table of Contents 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 December 31, 2024 Notional (in USD) Fair Value Notional (in USD) Fair Value Derivatives designated as hedging instruments Interest rate and cross-currency swap agreements Other current assets $ — $ 10.7 Other assets — 11.1 Other current liabilities ( 37.8 ) — Other long-term liabilities — ( 17.2 ) $ 248.2 $ ( 37.8 ) $ 263.3 $ 4.6 Long-term debt Long-term debt 1,660.5 ( 216.0 ) 1,453.0 ( 8.5 ) Total derivatives designated as hedging instruments $ 1,908.7 $ ( 253.8 ) $ 1,716.3 $ ( 3.9 ) Derivatives not designated as hedging instruments Forward currency contracts Other current assets $ 855.8 $ 2.8 $ 841.9 $ 6.0 Other current liabilities 257.3 ( 1.0 ) 78.6 ( 0.5 ) Total derivatives not designated as hedging instruments $ 1,113.1 $ 1.8 $ 920.5 $ 5.5 Total derivatives $ 3,021.8 $ ( 252.0 ) $ 2,636.8 $ 1.6 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): Year Ended December 31, 2025 2024 2023 Derivatives not designated as hedging instruments Forward currency contracts $ ( 14.8 ) $ ( 1.3 ) $ 12.4 Embedded derivatives in purchase and delivery contracts 0.5 ( 1.4 ) 1.1 ( 14.3 ) ( 2.7 ) 13.5 Derivatives designated as cash flow hedging instruments Interest rate and cross-currency swap agreements 5.1 10.2 10.4 Derivatives designated as net investment hedging instruments Interest rate and cross-currency swap agreements 5.0 5.6 7.9 Total $ ( 4.2 ) $ 13.1 $ 31.8 118 Table of Contents 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): Year Ended December 31, 2025 2024 2023 Derivatives designated as cash flow hedging instruments Interest rate and cross-currency swap agreements $ ( 9.1 ) $ ( 3.5 ) $ ( 5.5 ) Financial instruments designated as net investment hedging instruments Interest rate and cross-currency swap agreements ( 24.5 ) 12.9 ( 19.5 ) Long-term debt ( 158.0 ) 58.8 ( 52.1 ) ( 182.5 ) 71.7 ( 71.6 ) Total $ ( 191.6 ) $ 68.2 $ ( 77.1 ) 23. Contingent Consideration The following table sets forth the changes in contingent consideration liabilities (in millions): Balance at December 31, 2023 $ 12.3 Current period additions 13.4 Current period adjustments 3.2 Current period settlements ( 11.2 ) Foreign currency effect ( 0.4 ) Balance at December 31, 2024 17.3 Current period additions — Current period adjustments ( 2.5 ) Current period settlements ( 5.0 ) Foreign currency effect 0.4 Balance at December 31, 2025 $ 10.2 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. 24. Hybrid Instruments Liabilities 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. 119 Table of Contents The following table sets forth the changes in hybrid instruments liability (in millions): Balance at December 31, 2023 $ 70.5 Current period additions — Current period adjustments 24.1 Current period settlements ( 13.8 ) Foreign currency effect ( 2.7 ) Balance at December 31, 2024 78.1 Current period additions — Current period adjustments (a) ( 50.2 ) Current period settlements (b) ( 11.9 ) Foreign currency effect 3.6 Balance at December 31, 2025 $ 19.6 (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 Fair Value as of December 31, 2025 (millions) Valuation Technique Unobservable Input Value Put / Call Options 19.6 Option Pricing Model Revenue Risk Premium 4.70 % EBITDA Risk Premium 11.70 % 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 Range Weighted Average (a) Put / Call Options 78.1 Option Pricing Model Revenue Risk Premium 1.6 % - 12.6 % 10.70 % EBITDA Risk Premium 10.1 % - 25.1 % 21.70 % (a) Unobservable inputs were weighted by the relative fair value of the hybrid instrument liabilities. 25. Commitments and Contingencies Litigation and Related Contingencies 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 120 Table of Contents 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. Loss contingency provisions are recorded if the potential loss from any claim, asserted or unasserted, or legal proceeding related to patents, products, and other matters, is considered probable and the amount can be reasonably estimated, or a range of loss can be determined. 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. 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 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; (ii) inability to continue to engage in certain activities; (iii) payment of significant damages, royalties, penalties, and/or license fees to third parties; and, (iv) with respect to products acquired through acquisitions accounted for as business combinations, potentially significant intangible asset impairment charges. 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., 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; fixed, minimum or variable price provisions; and the approximate timing of the transaction. 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 The Company has entered into license agreements allowing it to utilize certain patents. 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 121 Table of Contents 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 At December 31, 2025, and 2024, the Company had bank guarantees of $ 211.2 million and $ 159.3 million, respectively, related primarily to customer advances. These arrangements guarantee the refund of advance payments received from customers in the event that the merchandise is not delivered, or warranty obligations are not fulfilled in compliance with the terms of the contract. These guarantees affect the availability of the Company’s lines of credit. Indemnifications The Company enters into standard indemnification arrangements in the Company’s ordinary course of business. Pursuant to these arrangements, the Company indemnifies, holds harmless, and agrees to reimburse the indemnified parties for losses suffered or incurred by the indemnified party. These parties are generally the Company’s directors, officers, business partners or customers, in connection with any patent, or any copyright or other intellectual property infringement claim by any third party with respect to its products. The term of these indemnification agreements is generally perpetual any time after the execution of the agreement. The maximum potential amount of future payments the Company could be required to make under these agreements is unlimited. The Company believes the estimated fair value of these agreements is minimal based on historical experiences. 26. 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 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 122 Table of Contents 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. Ranking 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. 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. 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, 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 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 . As of December 31, 2025, 1,962,894 options and 3,910,161 restricted stock units have been granted under the 2016 Plan. At December 31, 2025, 913,166 options and 1,190,165 restricted stock units were outstanding under the 2016 Plan. 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. 123 Table of Contents Members of the Company’s Board of Directors receive an annual award of restricted stock units which vest over a one-year service period. Stock options to purchase the Company’s common stock are periodically awarded to executive officers and other employees of the Company subject to a vesting period of three to four years . Restricted shares of the Company’s common stock were periodically awarded to executive officers, directors and certain key employees of the Company, subject to service restrictions, which vested ratably over periods of one to four years . The restricted shares of common stock may not be sold or transferred during the restriction period. 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 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. 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 operations (in millions): 2025 2024 2023 Stock options $ 1.9 $ 1.9 $ 1.6 Restricted stock units 20.0 18.6 16.0 Employee Stock Purchase Plan 1.8 1.2 0.8 Total stock-based compensation $ 23.7 $ 21.7 $ 18.4 2025 2024 2023 Cost of product revenue $ 2.2 $ 1.9 $ 1.4 Selling, general and administrative 18.4 17.1 15.1 Research and development 3.1 2.7 1.9 Total stock-based compensation $ 23.7 $ 21.7 $ 18.4 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 number of outstanding options that are exercisable and expected to vest as of December 31, 2025, is 913,666 . 124 Table of Contents Restricted Stock Units Restricted stock unit activity is presented below: Shares Subject to Restriction Weighted- Average Grant Date Fair Value Per Share Outstanding at December 31, 2024 853,238 $ 64.91 Granted 710,538 34.25 Vested (a) ( 299,973 ) 66.59 Forfeited ( 73,638 ) 60.17 Outstanding at December 31, 2025 1,190,165 $ 46.46 (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. 27. 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. 125 Table of Contents ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.