BRUKER CORP 10-K

ITEM 9A CONTROLS AND PROCEDURES Disclosure Controls and Procedures We have established disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and to ensure that such information is accumulated and communicated to management, including our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), to allow timely decisions regarding required disclosures. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2025. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of December 31, 2025. Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2025, based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control—Integrated Framework (2013). Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2025. We excluded Biocrates Life Sciences GmbH, Ridom GmbH, RECIPE Chemicals + Instruments GmbH, and Molzym GmbH &Co. KG from our assessment of internal control over financial reporting as of December 31, 2025, because they were acquired by the Company in business combinations during 2025. The total assets and total revenues of the acquired entities 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. The effectiveness of our internal control over financial reporting as of December 31, 2025, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which appears in this Annual Report on Form 10-K. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2025, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B OTHER INFORMATION During the quarter ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , modified or terminated any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the three months ended December 31, 2025. ITEM 9C DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 126 Table of Contents PART III ITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The full text of our code of conduct, which applies to our Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Board of Directors, is published on our Investor Relations website at www.bruker.com . We intend to disclose future amendments to certain provisions of our Code, or waivers of such provisions granted to executive officers and directors, on the website within four business days following the date of such amendment or waiver. We have adopted an Insider Trading Policy that applies to our employees, officers, and directors. We believe that the Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations with respect to the purchase, sale, and/or other dispositions of our securities, as well as the applicable rules and regulations of Nasdaq. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report. The information required by this item of Form 10-K is incorporated by reference to our definitive proxy statement (which will be filed with the SEC pursuant to Regulation 14A under the Exchange Act) relating to our 2026 Annual Meeting of Shareholders. ITEM 11 EXECUTIVE COMPENSATION The information required by this item of Form 10-K is incorporated by reference to our definitive proxy statement (which will be filed with the SEC pursuant to Regulation 14A under the Exchange Act) relating to our 2026 Annual Meeting of Shareholders. ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS The information required by this item of Form 10-K is incorporated by reference to our definitive proxy statement (which will be filed with the SEC pursuant to Regulation 14A under the Exchange Act) relating to our 2026 Annual Meeting of Shareholders. ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this item of Form 10-K is incorporated by reference to our definitive proxy statement (which will be filed with the SEC pursuant to Regulation 14A under the Exchange Act) relating to our 2026 Annual Meeting of Shareholders. ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES Our independent registered public accounting firm is PricewaterhouseCoopers LLP, New York, NY, PCAOB ID 238. The information required by this item of Form 10-K is incorporated by reference to our definitive proxy statement (which will be filed with the SEC pursuant to Regulation 14A under the Exchange Act) relating to our 2026 Annual Meeting of Shareholders. 127 Table of Contents PART IV ITEM 15 EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES (a) Financial Statements and Schedules (1) Financial Statements The financial statements required by this item are filed as part of this report under Item 8—Financial Statements and Supplementary Data. (2) Financial Statement Schedules The financial statements required by this item are filed as part of this report under Item 8—Financial Statements and Supplementary Data. (3) Exhibits (b) List of Exhibits EXHIBIT INDEX Incorporated by Reference Exhibit Number Description Form Filing Date 3.1 Restated Certificate of Incorporation of Bruker Corporation Form 10-K March 27, 2020 3.2 Amended and Restated Bylaws of Bruker Corporation Form 8-K May 30, 2024 3.3 Certificate of Designations of 6.375% Mandatory Convertible Preferred Stock, Series A of Bruker Corporation. Form 8-K September 8, 2025 4.1 Specimen Stock Certificate Representing Shares of Common Stock of Bruker Corporation Form 10-K March 1, 2017 4.2 Description of the Registrant’s Securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 Form 10-K March 27, 2020 10.1† Bruker Corporation 2010 Incentive Compensation Plan Schedule 14A April 14, 2010 10.2† Bruker Corporation 2010 Incentive Compensation Plan Form of Incentive Stock Option Agreement Form 10-Q August 9, 2010 10.3† Bruker Corporation 2010 Incentive Compensation Plan Form of Non-Qualified Stock Option Agreement Form 10-Q August 9, 2010 10.4† Bruker Corporation 2010 Incentive Compensation Plan Form of Restricted Stock Agreement Form 10-Q August 9, 2010 10.5† Bruker Corporation 2016 Incentive Compensation Plan Schedule 14A April 22, 2016 10.6† Bruker Corporation 2016 Incentive Compensation Plan Form of Incentive Stock Option Agreement Form 10-Q August 9, 2019 10.7† Bruker Corporation 2016 Incentive Compensation Plan Form of Non-Qualified Stock Option Agreement Form 10-Q August 9, 2019 10.8† Bruker Corporation 2016 Incentive Compensation Plan Form of Restricted Stock Unit Agreement Form 10-Q August 9, 2019 10.9† Bruker Corporation 2016 Incentive Compensation Plan Form of Director Restricted Stock Unit Agreement Form 10-K March 1, 2017 10.10† Bruker Corporation Employee Stock Purchase Plan Form S-8 June 3, 2022 128 Table of Contents 10.11* Note Purchase Agreement, dated January 18, 2012 Form 8-K January 19, 2012 10.12 First Amendment to the Note Purchase Agreement, dated January 18, 2012 Form 10-Q August 7, 2020 10.13† Bruker Corporation 2019 Short-Term Incentive Compensation Program Form 8-K February 21, 2019 10.14† Bruker Corporation 2022 Short-Term Incentive Compensation Program Form 10-K February 28, 2022 10.15† Offer Letter, dated June 4, 2018, by and between the Company and Gerald N. Herman Form 10-Q August 9, 2018 10.16† Contract of Employment, dated May 1, 2018, by and between the Company and Falko Busse Form 10-Q August 9, 2018 10.17† Employment Offer Letter Agreement, dated June 25, 2012, by and between the Company and Juergen Srega Form 10-Q May 9, 2013 10.18† Managing Director Employment Contract, dated as of June 28, 2012, by and between Bruker Daltonik GmbH and Juergen Srega, as amended pursuant to the Supplement to the Managing Director Employment Contract, dated as of December 12, 2019 Form 10-K March 27, 2020 10.19† Form of Indemnification Agreement of Officers and Directors Form 8-K February 11, 2019 10.20 Term Loan Agreement, dated December 11, 2019, by and among the Company and certain of its subsidiaries, and Bank of America, N.A. as Administrative Agent, TD Bank, N.A. and the other banks or other financial institutions or entities from time to time party thereto as lenders Form 8-K December 12, 2019 10.21 Note Purchase Agreement dated as of December 11, 2019 Form 8-K December 12, 2019 10.22 First Amendment to the Note Purchase Agreement, dated as of December 11, 2019 Form 10-Q August 7, 2020 10.23 First Amendment to Term Loan Agreement, dated as of May 12, 2021 Form 10-Q August 5, 2021 10.24 Note Purchase Agreement dated as of December 7, 2021 Form 8-K December 8, 2021 10.25 First Amendment to Credit Agreement, dated December 11, 2019, by and among the Company and certain of its subsidiaries as borrowers, Deutsche Bank Securities Inc. and Wells Fargo Bank, National Association, as Co-Syndication Agents, Citizens Bank, N.A., Credit Suisse (Switzerland) Ltd., TD Bank, N.A. and U.S. Bank National Association, as Co-Documentation Agents, Bank of America, N.A., as Administrative Agent, Swing Line Lender and Issuing Bank, and the several banks or other financial institutions or entities from time to time party thereto as lenders Form 10-Q August 5, 2022 10.26 Second Amendment to Credit Agreement dated December 11, 2019, by and among the Company and certain of its subsidiaries as borrowers, Deutsche Bank Securities Inc. and Wells Fargo Bank, National Association, as Co-Syndication Agents, Citizens Bank, N.A., Credit Suisse (Switzerland) Ltd., TD Bank, N.A. and U.S. Bank National Association, as Co-Documentation Agents, Bank of America, N.A., as Administrative Agent, Swing Line Lender and Issuing Bank, and the several banks or other financial institutions or entities from time to time party thereto as lenders Form 10-Q November 4, 2022 10.27 Second Amendment to Term Loan Agreement dated December 11, 2019, by and among the Company and certain of its subsidiaries, and Bank of America, N.A. as Administrative Agent, TD Bank, N.A. and the other banks or other financial institutions or entities from time to time party thereto as lenders Form 10-Q November 4, 2022 129 Table of Contents 10.28 Amended and Restated Credit Agreement, dated January 18, 2024, by and among the Company and certain of its subsidiaries as borrowers and guarantors, Deutsche Bank Securities Inc., JPMorgan Chase Bank, N.A., TD Bank, N.A., and Wells Fargo Bank, National Association, as Co-Syndication Agents, BofA Securities, Inc., Deutsche Bank Securities Inc., JPMorgan Chase Bank, N.A., TD Bank, N.A. and Wells Fargo Securities, LLC, as Joint Bookrunners and Joint Lead Arrangers, Citizens Bank, N.A., Credit Suisse (Switzerland) Ltd., and U.S. Bank, N.A., as Co-Documentation Agents, ING Bank B.V. and PNC Bank, N.A., as Managing Agents, Bank of America, N.A., as Administrative Agent, Swing Line Lender and Issuing Bank, and the several banks or other financial institutions or entities from time to time party thereto as lenders. Form 8-K January 19, 2024 10.29* Note Purchase Agreement dated as of February 1, 2024. Form 8-K February 2, 2024 10.30* Note Purchase Agreement dated as of February 8, 2024 Form 8-K February 12, 2024 10.31 Share Purchase Agreement, dated as of February 27, 2024, by and between Bruker Invest AG, and Tecfin S.à r.l., Christoph Gauer, Eliman 1 and Eliman 2 . Form 10-K February 29, 2024 10.32 Warranty Agreement, dated as of February 27, 2024, by and among Bruker Invest AG, Tecfin S.à r.l., Christoph Gauer, Eliman 1 and Eliman 2. Form 10-K February 29, 2024 10.33 Three- and Five-Year Term Loan Agreement dated as of March 29, 2024. Form 8-K April 2, 2024 10.34 Seven-Year Term Loan Agreement dated as of March 29, 2024. Form 8-K April 2, 2024 10.35* Asset Purchase Agreement, dated as of April 17, 2024, by and between Bruker Corporation and NanoString Technologies. Form 8-K April 22, 2024 10.36 Underwriting Agreement, dated May 29, 2024, by and among Bruker Corporation and BofA Securities, Inc. and J.P. Morgan Securities LLC. Form 8-K/A June 5, 2024 10.37† Bruker Corporation 2026 Incentive Compensation Plan Form 8-K May 29, 2025 19.1 ** Insider Trading Policy of Bruker Corporation. 21.1 ** Subsidiaries of the Company 23.1 ** Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm 24.1 ** Power of attorney (included on signature page hereto) 31.1 ** Certification by Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 ** Certification by Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 ** Certification by Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1 ** Bruker Corporation Compensation Recoupment Policy g 101.INS ** Inline XBRL Instance Document — the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the inline XBRL document 101.SCH ** Inline XBRL Taxonomy Extension Schema Document with Embedded Linkbase Documents 104** Cover page formatted in Inline XBRL and contained in Exhibit 101 130 Table of Contents * Certain portions have been omitted pursuant to an order granting confidential treatment and have been filed separately with the Securities and Exchange Commission. † Designates management contract or compensatory plan or arrangement. ** Filed or furnished herewith. No other instruments defining the rights of holders of long-term debt of the registrant or its subsidiaries have been filed as Exhibits because no such instruments met the threshold materiality requirements under Regulation S-K. The registrant agrees, however, to furnish a copy of any such instruments to the Commission upon request. ITEM 16 FORM 10-K SUMMARY Not Applicable. 131 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BRUKER CORPORATION Date: February 27, 2026 By: /s/ FRANK H. LAUKIEN, PH.D. Name: Frank H. Laukien, Ph.D. Title: President, Chief Executive Officer and Chairman We, the undersigned officers and directors of Bruker Corporation, hereby severally constitute and appoint Frank H. Laukien, Ph.D. to sign for us and in our names in the capacities indicated below, the report on Form 10-K filed herewith and any and all amendments to such report, and to file the same, with all exhibits thereto and other documents in connection therewith, in each case, with the Securities and Exchange Commission, and generally to do all such things in our names and on our behalf in our capacities consistent with the provisions of the Securities Exchange Act of 1934, as amended, and all requirements of the Securities and Exchange Commission. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Name Title Date /S/ FRANK H. LAUKIEN, PH.D. President, Chief Executive Officer and Chairman (Principal Executive Officer) February 27, 2026 Frank H. Laukien, Ph.D. /S/ GERALD N. HERMAN Executive Vice President and Chief Financial Officer (Principal Financial Officer) February 27, 2026 Gerald N. Herman /S/ THOMAS M. BURES Chief Accounting Officer (Principal Accounting Officer) February 27, 2026 Thomas M. Bures /S/ BONNIE H. ANDERSON Director February 27, 2026 Bonnie H. Anderson /S/ CYNTHIA M. FRIEND, PH.D. Director February 27, 2026 Cynthia M. Friend, Ph.D. /S/ WILLIAM A. LINTON Director February 27, 2026 William A. Linton /S/ JOHN A. ORNELL Director February 27, 2026 John A. Ornell /S/ RICHARD A. PACKER Director February 27, 2026 Richard A. Packer /S/ ADELENE Q. PERKINS Director February 27, 2026 Adelene Q. Perkins /S/ HERMANN F. REQUARDT, PH.D. Director February 27, 2026 Hermann F. Requardt, Ph.D. /S/ ROBERT J. ROSENTHAL, PH.D. Director February 27, 2026 Robert J. Rosenthal, Ph.D. /S/ LAURA A. FRANCIS Director February 27, 2026 Laura A. Francis /S/ JOHN J. (JACK) PHILLIPS Director February 27, 2026 John J. (Jack) Phillips 132