What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-03-14 compared with 2024-02-22 · 481 added, 499 removed, 1173 unchanged (46% of the section changed)

2 unchanged sentences

The Company’s management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”) and as required by paragraph (b) of Rules 13a-15 or 15d-15 under the Exchange Act) as of the end of the period covered by this report.

Based on such evaluation, our principal executive officer and principal financial officer have concluded that, as of December 31, 2023, the Company’s disclosure controls and procedures were not effective as of such date due to a material weakness in our internal control over financial reporting, as described below.

Based on such evaluation, our principal executive officer and principal financial officer have concluded that, as of December 31, 2024, the Company’s disclosure controls and procedures were not effective as of such date due to material weaknesses in our internal control over financial reporting, as described below.

(b) Report of Management on Internal Control Over Financial Reporting.

9 unchanged sentences

Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

We acquired FlexBiosys Inc.

(“FlexBiosys”) on April 17, 2023 and Metenova Holding AB ("Metenova") on October 2, 2023.

The financial results of each of these acquisitions are included in our audited consolidated financial statements as of December 31, 2023.

The Company's consolidated total assets as of December 31, 2023 includes $43.7 million and $197.2 million from the FlexBiosys and Metenova businesses, respectively.

The Company's consolidated revenue for the year ended December 31, 2023 includes $2.5 million and $5.0 million from the FlexBiosys and Metenova businesses, respectively.

As these acquisitions occurred during 2023, the scope of our assessment of our internal control over financial reporting does not include these acquisitions.

These exclusions are in accordance with the Security and Exchange Commission's general guidance that an assessment of a recently acquired business may be omitted from our scope in the year of such acquisition.

In connection with our initiative to integrate and enhance our global information technology systems and business processes, we continued the phased implementation of a new enterprise resource planning (“ERP”) system.

The Company is implementing the ERP system in phases and will continue until all current and future subsidiaries are using it.

The fifth phase of implementation was

completed during the second quarter of 2023.

As a result of this implementation, we modified certain existing internal control over financial reporting as well as implemented new controls and procedures related to the new ERP system as of December 31, 2023.

In conjunction with management’s assessment of internal control over financial reporting in the fourth quarter of 2023, management identified a material weakness in the operation of our controls over the deferred income tax accounting for complex and non-routine transactions.

We acquired Tantti Laboratory Inc.

(“Tantti”) on December 2, 2024 and the financial results of this acquisition are included in our audited consolidated financial statements as of December 31, 2024.

The Company's consolidated total assets as of December 31, 2024 includes $78.1 million from the Tantti acquisition and no associated revenue.

As this acquisition occurred during 2024, the scope of our assessment of our internal control over financial reporting does not include this acquisition.

This exclusion is in accordance with the Securities and Exchange Commission's general guidance that an assessment of a recently acquired business may be omitted from our scope in the year of such acquisition.

In connection with our initiative to integrate and enhance our global information technology systems and business processes, we continued the phased implementation of our enterprise resource planning (“ERP”) system.

The Company is implementing the ERP system in phases and will continue until the current and future subsidiaries are using it.

The sixth phase of implementation was in process as of December 31, 2024.

We continue to execute certain existing internal controls over financial reporting related to our ERP system as of December 31, 2024.

As reported in the Company’s December 31, 2023 Form 10-K/A, the Company previously identified the following material weaknesses in internal control over financial reporting:

Management identified a material weakness in the operation of our controls over the deferred income tax accounting for complex and non-routine transactions.

Specifically, management did not have adequate supervision and review controls over the complex accounting for deferred income tax on the exchange of our outstanding 0.375% Convertible Senior Notes due 2024 and the issuance of 1.00% Convertible Senior Notes due 2028, including work performed by external advisors and the internal review of such transaction and related analyses.

This material weakness did not result in an error in any of our previously issued consolidated financial statements including the consolidated financial statements as of and for the year ended December 31, 2023.

Based on this material weakness, the Company’s management concluded that at December 31, 2023, the Company’s internal control over financial reporting was not effective.

Income tax accounting related to non-routine transactions

Following identification of the material weakness, and as part of our commitment to strengthen our internal control over financial reporting, we are implementing remedial actions under the oversight of the Audit Committee of our Board to address these deficiencies.

On highly-technical, non-routine and complex accounting transactions, we will continue to engage nationally recognized third-party advisors with the requisite skills and technical expertise to assist us in assessing, performing and reviewing such transactions;

however we will:

• Improve our process to identify and select qualified third-party advisors, including enhanced review of capabilities and work performed, specifically related to the review of tax advice and related accounting guidance.

• Implement a process to verify the controls, processes and internal reviews performed by third-party advisors.

• Consider whether the non-routine transaction warrants additional advisor oversight or validation of analyses based on complexity or changes in applicable regulations.

• Increase education for internal resources on complex transactions to enhance diligence capabilities with third-party advisors.

We will continue to monitor the design and operating effectiveness of these and other processes, procedures and controls and make any further changes management determines appropriate.

Our CEO and CFO have certified that, based on their knowledge, our consolidated financial statements and other financial information included in this Annual Report on Form 10-K (“Form 10-K”), fairly present, in all material respects, our financial condition, results of operations and cash flows as of, and for, the periods presented in this Form 10-K.

Ernst & Young LLP, the independent registered public accounting firm that audited our consolidated financial statements included in this Form 10-K, has issued an unqualified opinion on our consolidated financial statements and has issued an attestation report on our internal control over financial reporting as of December 31, 2023.

Changes in Internal Control Over Financial Reporting

Except for the material weakness described above, there has been no change in our internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) that occurred during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Consolidated financial statements reflected in our current Form 10-K are accurately stated.

Management identified deficiencies related to the design and operating effectiveness of controls related to revenue recognition specific to the evaluation of accounting for contract terms.

The Company has concluded that such deficiencies represented a material weakness as of December 31, 2023 and 2022.

As of December 31, 2024, the Company identified the following new material weaknesses in internal control over financial reporting:

Management did not maintain effective information technology (“IT”) general controls for information systems that are relevant to the preparation of our financial statements.

Specifically, we did not maintain logical access controls and program change management controls to ensure that access to programs and data are appropriately restricted and program and data changes are identified, tested, authorized, and implemented appropriately.

As a result, automated and business process controls that rely on information from the systems were also deemed ineffective because they could have been adversely affected.

Irrespective of the effects of the IT general controls deficiencies, management did not perform certain business process-level controls related to inventory valuation and the financial statement close process either in a timely manner or with an appropriate precision threshold.

Based on these material weaknesses, the Company’s management concluded that at December 31, 2024, the Company’s internal control over financial reporting was not effective.

Remediation of a Previously Disclosed Material Weakness - Income tax accounting related to non-routine transactions

In connection with our 2024 financial statement close process, we designed and implemented enhanced internal controls over accounting for non-routine transactions that had income tax implications for the Company.

This included performing additional control procedures over our acquisition of Tantti, which occurred in December 2024.

Based upon the successful execution of the remediation plan previously disclosed and the testing and evaluation of the effectiveness of our internal control over financial reporting, we have concluded that the material weakness referred to above has been remediated and no longer existed as of December 31, 2024.

Remediation Plan – Material Weaknesses

Following identification of the material weaknesses identified above, and as part of our commitment to strengthen our internal control over financial reporting, we have and will continue to implement remedial actions under the oversight of the Audit Committee of our Board to address these deficiencies.

Our remediation activities include the following with respect to revenue recognition:

• Designing and implementing new internal controls to validate there is a complete listing of revenue contracts that have non-standard terms, which require incremental accounting analysis under ASC 606.

• Designing and implementing new internal controls evaluating the accounting for contract amendments, including amendments accounted for as contract modifications.

• Enhancing and expanding our existing revenue recognition control procedures and attributes when evaluating the accounting impact of non-standard contract terms and contract modifications.

• Increased education for internal resources on accounting for contracts within the scope of ASC 606 and deploying enablers to facilitate documentation of accounting analyses and conclusions.

Our remediation activities will include the following with respect to IT general controls:

• Reassessing the operating effectiveness of internal controls related to the program and data change management and user access processes;

• Expanding the management and governance over IT system controls.

Our remediation activities will include the following with respect to certain business process-level controls:

• Reassessing the operating effectiveness of these controls, including precision thresholds, timely execution, and documentation requirements for control owners;

• Assessing the frequency of our control monitoring activities to ensure that they are conducted in a timely manner;

• Hiring additional staff, including external experts, to enhance the performance, documentation, and monitoring of such controls.

This includes providing training for control owners setting out expectations as it relates to the control risk and design, execution and monitoring of such controls, including enhancements to the documentation to evidence the execution of the control.

We expect to undertake significant remediation activities in the coming fiscal year, and expect to continue to execute, test, and assess the effectiveness of these controls as we progress into fiscal 2025.

Our CEO and CFO have certified that, based on their knowledge, our consolidated financial statements and other financial information included in this Amendment, fairly present, in all material respects, our financial condition, results of operations and cash flows as of, and for, the periods presented in this Amendment.

Ernst & Young LLP, the independent registered public accounting firm that audited our consolidated financial statements included in this Annual Report on Form 10-K, has issued an unqualified opinion on our consolidated financial statements and has issued an adverse opinion on the effectiveness of our internal control over financial reporting as of December 31, 2024.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our independent registered public accounting firm, Ernst & Young LLP, which audited the financial statements included in this Form 10-K, containing the disclosure required by this Item, has issued an attestation report on the Company’s internal control over financial reporting as of December 31, 2024, which is included below.

ATTESTATION REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Repligen Corporation

1 unchanged sentence

We have audited Repligen Corporation’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, because of the effect of the material weakness described below on the achievement of the objectives of the control criteria, Repligen Corporation (the Company) has not maintained effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.

As indicated in the accompanying Report of Management on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Metenova Holding AB ("Metenova") and FlexBiosys Inc.

("FlexBiosys"), which is included in the 2023 consolidated financial statements of the Company and constituted $197.2 million and $43.7 million of total assets, respectively, as of December 31, 2023 and $5.0 million and $2.5 million of revenues, respectively, for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Metenova and FlexBiosys.

In our opinion, because of the effect of the material weaknesses described below on the achievement of the objectives of the control criteria, Repligen Corporation (the Company) has not maintained effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

(“Tantti”), which is included in the 2024 consolidated financial statements of the Company and constituted $78.1 million of total assets as of December 31, 2024 and no associated revenue for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Tantti.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weakness has been identified and included in management’s assessment.

Management has identified a material weakness in controls related to income tax accounting related to non-routine transactions.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes.

This material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the 2023 consolidated financial statements, and this report does not affect our report dated February 22, 2024, which expressed an unqualified opinion thereon.

The following material weaknesses have been identified and included in management’s assessment.

Management has identified material weaknesses related to the Company’s revenue recognition process, the operating effectiveness of IT general controls around logical access and change management in IT systems and the precision and timeliness of business process-level controls in the areas of inventory valuation and the financial statement close process.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of comprehensive income (loss), stockholders' equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes.

These material weaknesses were considered in determining the nature, timing and extent of audit tests applied in our audit of the 2024 consolidated financial statements, and this report does not affect our report dated March 13, 2025, which expressed an unqualified opinion thereon.

Basis for Opinion

1 unchanged sentence

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

We are a public accounting firm registered with the 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.

6 unchanged sentences

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) 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;

(2) 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 (3) 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.

3 unchanged sentences

Boston, Massachusetts

February 22, 2024

March 13, 2025

(d) Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the three months ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Excluding the material weaknesses identified above, there have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the three months ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management believes the consolidated financial statements reflected in our current Amendment are accurately stated.

OTHER INFORMATION

Rule 10b5-1 Trading Plans

Director and Officer Trading Plans and Arrangements

During the fourth quarter of 2024, Tony J.

Hunt , Chief Executive Officer , adopted a trading plan intended to satisfy Rule 10b5-1(c) under the Securities Exchange Act of 1934 ("Exchange Act") on November 9, 2023 to sell up to 78,216 shares of our common stock between March 8, 2024 and November 15, 2024 , the date this plan expires.

Hunt , Director and Executive Chair of the Board of Directors , adopted a trading plan intended to satisfy Rule 10b5-1(c) under the Securities Exchange Act of 1934 ("Exchange Act") on December 9, 2024 to sell up to 107,314 shares of our common stock between March 10, 2025 and November 25, 2025 , the date this plan expires.

The trading plan will cease upon the earlier of November 25, 2025 or the sale of all shares subject to the trading plan.

During the fourth quarter of 2023, none of our other directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , modified , or terminated a Rule 10b5-1 trading arrangement.

During the fourth quarter of 2024, Olivier Loeillot , our President and Chief Executive Officer , adopted a trading plan intended to satisfy Rule 10b5-1(c) under the Exchange Act on December 12, 2024 to sell up to 24,968 shares of our common stock between March 13, 2025 and December 12, 2025 , the date this plan expires.

The trading plan will cease upon the earlier of December 12, 2025 or the sale of all shares subject to the trading plan.

During the fourth quarter of 2024, Jason K.

Garland , our Chief Financial Officer , adopted a trading plan intended to satisfy Rule 10b5-1(c) under the Exchange Act on December 13, 2024 to sell up to 1,579 shares of our common stock between May 5, 2025 and

December 12, 2025 , the date this plan expires.

The trading plan will cease upon the earlier of December 12, 2025 or the sale of all shares subject to the trading plan.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

39 unchanged sentences

Repligen Corporation Amended and Restated Severance and Change in Control Plan, effective as of May 26, 2022 (filed as Exhibit 10.1 to Repligen Corporation's Form 8-K filed June 1, 2022).

Employment Agreement, dated as of September 8, 2023, by and between Repligen Corporation and Olivier Loeillot (filed as Exhibit 10.1 to Repligen Corporation's Form 10-Q for the quarter ended September 30, 2023).

Employment Agreement, dated as of June 12, 2024, by and between the Company and Olivier Loeillot (filed as Exhibit 10.2 to Repligen Corporation’s Quarterly Report on Form 10-Q filed on July 30, 2024).

Employment Agreement, dated as of September 8, 2023, by and between Repligen Corporation and Jason Garland (filed as Exhibit 10.1 to Repligen Corporation's Current Report on Form 8-K filed on September 12, 2023).

2 unchanged sentences

Repligen Corporation 2018 Stock Option and Incentive Plan, Sub-Plan for French-Qualified Restricted Stock Units (filed as Exhibit 10.1 to Repligen Corporation’s Form 10-Q for the quarter ended June 30, 2021 and incorporated herein by reference).

Repligen Corporation Amended and Restated Statement of Company Policy on Insider Trading and Disclosure & Trading Procedures for Insiders.

Repligen Corporation Amended and Restated Statement of Company Policy on Insider Trading and Disclosure & Trading Procedures for Insiders (filed as Exhibit 19.1 to Repligen Corporation's Annual Report on Form 10-K for the year ended December 31, 2023 and incorporated herein by reference).

Subsidiaries of the Registrant.

5 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Repligen Corporation Compensation Recovery Policy.

Repligen Corporation Compensation Recovery Policy (filed as Exhibit 97.1 to Repligen Corporation's Annual Report on Form 10-K for the year ended December 31, 2023 and incorporated herein by reference).

Inline XBRL Instance Document-the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

4 unchanged sentences

+ Filed electronically herewith.

++ Furnished herewith.

The exhibits listed above are not contained in the copy of the Annual Report on Form 10-K distributed to stockholders.

6 unchanged sentences

REPLIGEN CORPORATION

February 22, 2024

/ S / T ONY J.

March 13, 2025

/ S / O LIVIER L OEILLOT

Oliver Loeillot

Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby makes, constitutes and appoints Tony J.

Hunt and Jason K.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby makes, constitutes and appoints Olivier Loeillot and Jason K.

Garland with full power to act without the other, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign any or all amendments to this Annual Report on Form 10-K, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agents of any of them, or any substitute or substitutes, lawfully do or cause to be done by virtue hereof.

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.

/ S / T ONY J.

/ S / O LIVIER L OEILLOT

Oliver Loeillot

Chief Executive Officer and Director

(Principal Executive Officer)

February 22, 2024

March 13, 2025

/ S / J ASON K.

1 unchanged sentence

(Principal Financial and Accounting Officer)

February 22, 2024

March 13, 2025

/ S / T ONY J.

Executive Chair of the Board

March 13, 2025

/ S / K AREN D AWES

Chairperson of the Board

February 22, 2024

Lead Independent Director

March 13, 2025

/ S / N ICOLAS M.

February 22, 2024

March 13, 2025

/ S / C ARRIE E GLINTON M ANNER

Carrie Eglinton Manner

February 22, 2024

March 13, 2025

/S/ K ONSTANTIN K ONSTANTINOV

Konstantin Konstantinov

February 22, 2024

March 13, 2025

/ S / M ARTIN D.

February 22, 2024

March 13, 2025

/ S / R OHIN M HATRE

February 22, 2024

March 13, 2025

/ S / G LENN P.

February 22, 2024

March 13, 2025

/ S / M ARGARET A.

March 13, 2025

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022

Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2023, 2022 and 2021

Consolidated Balance Sheets as of December 31, 2024 and 2023

Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2024, 2023 and 2022

Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2024, 2023 and 2022

4 unchanged sentences

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Repligen Corporation (the Company) as of December 31, 2023 and 2022, the related consolidated statements of comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”).

We have audited the accompanying consolidated balance sheets of Repligen Corporation (the Company) as of December 31, 2024 and 2023, the related consolidated statements of comprehensive income (loss), stockholders' equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 22, 2024 expressed an adverse opinion thereon.

Adoption of ASU No.

As discussed in Note 2 to the consolidated financial statements, the Company changed its method for accounting for convertible debt in 2022 due to the adoption of ASU No.

2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20).

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 13, 2025 expressed an adverse opinion thereon.

Basis for Opinion

9 unchanged sentences

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

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) 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.

Accounting for acquisitions

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit matter 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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Accounting for Tantti acquisition

Description of

As disclosed in Note 4 to the consolidated financial statements, during 2023, the Company completed two acquisitions.

The most significant of the two acquisitions was the acquisition of Metenova Holding AB for total consideration of approximately $172.6 million.

The transactions were accounted for as business combinations.

Auditing the Company's accounting for its acquisition of Metenova Holding AB was complex due to the significant estimation uncertainty in the Company’s determination of the fair value of identified intangible assets of $58.8 million, which principally consisted of customer relationships and developed technology.

The significant estimation uncertainty was primarily due to the sensitivity of the respective customer relationship and developed technology fair values to underlying assumptions about the future performance of the acquired business.

The Company used a discounted cash flow model to measure the customer relationship and developed technology intangible assets.

The significant assumptions used to estimate the value of the intangible assets included discount rates and certain assumptions that form the basis of the forecasted results, including revenue growth, and cost of revenues and operating expenses as a percentage of revenue.

As disclosed in Note 5 to the consolidated financial statements, during 2024 the Company completed the acquisition of Tantti Laboratory Inc.

(Tantti) for total consideration of approximately $74.8 million.

The transaction was accounted for as a business combination and included the recognition of a developed technology asset of $28.9 million.

Auditing the Company's accounting for the Tantti business combination was complex due to the significant estimation uncertainty in the Company’s determination of the fair value of the acquired developed technology intangible asset of $28.9 million.

The significant estimation uncertainty associated with the developed technology intangible asset was primarily due to the sensitivity of the underlying assumptions about the future performance of the acquired business.

The significant assumptions used to estimate the value of the developed

technology intangible asset included the discount rate and certain assumptions that form the basis of the forecasted results, including revenue growth rates and expectations related to technological obsolescence.

These significant assumptions are forward looking and could be affected by future economic and market conditions.

2 unchanged sentences

We tested the Company's controls over its accounting for acquisitions.

Our tests included controls over the determination of the fair value of customer relationship and developed technology intangible assets.

We also tested management’s review of assumptions used in the valuation models.

To test the estimated fair value of the customer relationship and developed technology intangible assets, we performed audit procedures that included, among others, evaluating the Company's selection of the valuation methodology, evaluating the methods and significant assumptions used by the Company, and evaluating the completeness and accuracy of the underlying data supporting the significant assumptions and estimates.

This includes comparing the significant assumptions to current industry, market and economic trends, to the assumptions used to value similar assets in other acquisitions, to the historical results of the acquired business and to other guidelines used by companies within the same industry.

We involved our valuation professionals to assist in our evaluation of the methodology used by the Company and significant assumptions included in the fair value estimates.

Accounting for convertible notes

Description of

As disclosed in Note 14 to the consolidated financial statements, during 2023, the Company issued $600.0 million aggregate principal amount of 1.00% Convertible Senior Notes due in 2028 (the “2023 Notes”).

The Company privately negotiated exchange and subscription agreements (the “Exchange and Subscription Agreements”) with a limited number of holders of its outstanding 2019 Notes and certain other qualified institutional buyers.

Pursuant to the Exchange and Subscription Agreements, the Company exchanged $217.7 million of its 2019 Notes for $309.9 million aggregate principal of the 2023 Notes (the “Exchange Transaction”) and issued $290.1 million aggregate principal amount of the 2023 Notes in a private placement to accredited institutional buyers (the “Subscription Transactions”) for $290.1 million in cash.

The Company evaluated the Exchange Transaction for extinguishment or modification accounting and recorded an extinguishment loss of $12.7 million and an aggregate debt discount of $82.1 million related to the settlement of the Exchange Transaction.

Auditing the accounting treatment for the 2023 Notes and the Exchange Transaction involved especially challenging and complex auditor judgment and required team members with specialized knowledge and skills in accounting and valuation in order to evaluate the Company’s accounting assessment, and the determination of the related extinguishment loss upon settlement of the Exchange Transaction.

How We Addressed the Matter in Our Audit

We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls over the issuance of the 2023 Notes and the accounting for the Exchange Transaction, including the valuation of the conversion feature used in the extinguishment test and incorporated into the accounting assessment for the Exchange Transaction to determine the extinguishment loss and debt discount recorded.

Our testing of the Company’s accounting for the issuance of the 2023 Notes and Exchange Transaction included, among other procedures, inspection of the underlying Exchange and Subscription Agreements and testing management’s application of the relevant accounting guidance.

To test the Exchange Transaction, we evaluated the Company’s extinguishment accounting assessment, including the Company’s determination of the change in fair value of the conversion feature associated with the Exchange Transaction, which included testing the

appropriateness of the methodology and underlying assumptions used to determine such fair value.

We involved our valuation professionals to assist in our evaluation of the valuation methodology used by the Company and significant assumptions included in the fair value estimate.

Also, we tested the Company’s key inputs into the calculation of the extinguishment loss and evaluated the appropriateness of the Company’s disclosures.

Our tests included controls over the process supporting the recognition and measurement of the developed technology intangible asset.

We also tested management’s review control over the assumptions used in the valuation model.

To test the estimated fair value of the developed technology intangible asset, our procedures included, among others, evaluating the Company's selection of the valuation methodologies, evaluating the methods and significant assumptions used by the Company, and evaluating the completeness and accuracy of the underlying data supporting the significant assumptions and the estimate.

This included comparing the significant assumptions to current industry, market and economic trends, to the assumptions used to value similar assets in other acquisitions as well as the historical revenue growth rates for those similar assets, customer sales orders received subsequent to the acquisition date and sensitivity analyses.

We involved our valuation professionals to assist in the evaluation of the methodologies used by the Company and to evaluate the significant assumptions included in the fair value estimates.

/s/ Ernst & Young LLP

1 unchanged sentence

Boston, Massachusetts

February 22, 2024

March 13, 2025

REPLIGEN CORPORATION

3 unchanged sentences

Cash and cash equivalents

Marketable securities held to maturity

Accounts receivable, net of reserves of $ 1,832 and $ 2,122 at

36 unchanged sentences

Accumulated other comprehensive loss

Accumulated earnings

Retained earnings

Total stockholders’ equity

2 unchanged sentences

REPLIGEN CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Amounts in thousands, except per share data)

3 unchanged sentences

Costs and operating expenses:

Cost of product revenue

Cost of goods sold

Research and development

2 unchanged sentences

Total costs and operating expenses

Income from operations

Income (loss) from operations

Other income (expenses):

5 unchanged sentences

Other income (expenses), net

Income before income taxes

Income tax provision

Earnings per share:

(Loss) income before income taxes

Income tax (benefit) provision

Net (loss) income

(Loss) earnings per share:

Weighted average common shares outstanding:

Net (loss) income

Other comprehensive income (loss):

Foreign currency translation adjustment

Comprehensive income

Comprehensive income (loss)

The accompanying notes are an integral part of these consolidated financial statements.

9 unchanged sentences

of stock units

Issuance of common stock pursuant to the acquisition

of Avitide Inc.

Tax withholding on vesting of

restricted stock

Stock-based compensation expense

True-up of costs related to the December 2020

issuance of common stock

Translation adjustment

Balance at December 31, 2021

Issuance of common stock for debt

Exercise of stock options and vesting

of stock units

Tax withholding on vesting of

restricted stock

restricted stock units

Stock-based compensation expense

2 unchanged sentences

Balance at December 31, 2022

Net income, as restated

Issuance of common stock for debt

3 unchanged sentences

Tax withholding on vesting of

restricted stock

restricted stock units

Issuance of common stock pursuant to the

9 unchanged sentences

Balance at December 31, 2023

Conversion of debt

Exercise of stock options and vesting

of stock units

Tax withholding on vesting of

restricted stock units

Issuance of common stock pursuant to contingent consideration earnout payments

Stock-based compensation expense

Translation adjustment

Balance at December 31, 2024

The accompanying notes are an integral part of these consolidated financial statements.

4 unchanged sentences

Cash flows from operating activities:

Adjustments to reconcile net income to net cash provided by operating activities:

Net (loss) income

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Inventory step-up charges

6 unchanged sentences

Loss on extinguishment of debt

Loss on fixed asset abandonment

Operating lease right of use asset amortization

Changes in operating assets and liabilities, excluding impact of acquisitions:

1 unchanged sentence

Prepaid expenses and other assets

Operating lease right of use assets

Accounts payable

17 unchanged sentences

Payment of debt issuance costs

Payment of tax withholding obligation on vesting of restricted stock

Payment of tax withholding obligation on vesting of restricted stock units

Payment of earnout consideration

Repayment of Convertible Senior Notes

Other financing activities

Total cash provided by (used in) financing activities

Total cash (used in) provided by financing activities

Effect of exchange rate changes on cash and cash equivalents

10 unchanged sentences

Acquisition date fair value of contingent consideration earnouts

Acquisition of intangible assets and issuance of financing liability

Issuance of 2023 Notes in exchange of 2019 Notes

13 unchanged sentences

See Note 2, “Summary of Significant Accounting Policies – Segment Reporting,” for more information on the Company’s segment.

A majority of our 19 manufacturing sites are located in the United States (California, Massachusetts, New Hampshire, New Jersey, New York and Texas).

Outside the United States, we have manufacturing sites in Estonia, France, Germany, Ireland, the Netherlands and Sweden.

A majority of our 16 manufacturing sites are located in the United States (California, Massachusetts, New Hampshire, New Jersey, and New York).

Outside the United States, we have manufacturing sites in Estonia, France, Germany, Ireland, the Netherlands, Sweden, and Taiwan.

The Company is subject to a number of risks typically associated with companies in the biotechnology industry.

4 unchanged sentences

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

Significant estimates and assumptions by management affect the Company’s revenue recognition for multiple element arrangements, allowance for credit losses, the net realizable value of inventory, valuations and purchase price allocations related to business combinations, contingent consideration, estimated fair values of intangible assets and goodwill, amortization methods and periods, warranty reserves, certain accrued expenses, estimates related to the fair value of the conversion features of the convertible notes for purposes of assessing whether debt extinguishment or modification accounting applies to the Company’s debt exchange, stock-based compensation, tax reserves and recoverability of the Company’s net deferred tax assets and related valuation allowance.

Significant estimates and assumptions by management affect the Company’s revenue recognition for multiple element arrangements, the net realizable value of inventory, valuations and purchase price allocations related to business combinations, contingent consideration, estimated fair values of intangible assets and goodwill, amortization methods and periods, warranty reserves, certain accrued expenses, estimates related to the fair value of the conversion features of the convertible notes for purposes of assessing whether debt extinguishment or modification accounting applies to the Company’s debt exchange, stock-based compensation, tax reserves and recoverability of the Company’s net deferred tax assets and related valuation allowance.

Although the Company regularly assesses these estimates, actual results could differ materially from these estimates.

4 unchanged sentences

All significant intercompany accounts and transactions have been eliminated in consolidation.

Certain prior year balances have changed to reflect current year presentation.

Foreign Currency

The Company translates the assets and liabilities of its foreign subsidiary at rates in effect at the end of the reporting period.

The Company translates the assets and liabilities of its foreign subsidiaries at rates in effect at the end of the reporting period.

Revenues and expenses are translated at average rates in effect during the reporting period.

Translation adjustments include adjustments related to the Company’s various intercompany loans with foreign subsidiaries.

Translation adjustments include

adjustments related to the Company’s various intercompany loans with foreign subsidiaries.

Intercompany loans determined to be permanent are remeasured at each period end and included in accumulated other comprehensive loss on the consolidated balance sheets.

Intercompany loans with foreign subsidiaries determined to be repayable are remeasured at each period end and included in other income (expenses) on the consolidated statements of comprehensive income.

Exchange gains or losses resulting from the translation between the transactional currency and the functional currency are included in other income (expenses).

Revenue Recognition

15 unchanged sentences

The Company recognizes product revenue under the terms of each customer agreement upon transfer of control to the customer, which occurs at a point in time.

Shipping and handling fees are recorded as a component of product revenue, with the associated costs recorded as a component of cost of product revenue.

Shipping and handling fees are recorded as a component of product revenue, with the associated costs recorded as a component of cost of goods sold.

Risks and Uncertainties

6 unchanged sentences

Highly liquid investments in money market mutual funds with an original maturity of three months or less are classified as cash equivalents.

All cash equivalents are carried at cost, which approximates fair value.

All cash equivalents are carried at cost, which

approximates fair value.

Restricted cash represents cash that is restricted as to withdrawal or usage.

There was no restriction on the Company’s cash balance as of December 31, 2024 and 2023.

The Company’s cash, cash equivalents and restricted cash total as presented in the Company’s consolidated statements of cash flows for the years ended December 31, 2023, 2022 and 2021 was $ 751.3 million, $ 523.5 million and $ 603.8 million, respectively.

The Company’s cash and cash equivalents total as presented in the Company’s consolidated statements of cash flows for the years ended December 31, 2024, 2023 and 2022 was $ 757.4 million, $ 751.3 million and $ 523.5 million, respectively.

Investment Securities

3 unchanged sentences

treasury bills classified as held to maturity which was included in the Company's consolidated balance sheets under marketable securities held to maturity.

These marketable securities matured in June 2023 and there are no comparable investments as of December 31, 2023.

These marketable securities matured in June 2023 and there are no comparable investments as of December 31, 2024 and 2023.

Securities that we have the positive intent and ability to hold to maturity are classified as held to maturity and stated at amortized cost in the consolidated balance sheets.

4 unchanged sentences

The Company periodically assesses its marketable securities, if any, for impairment or credit losses.

Derivative Instruments

We use derivative financial instruments to manage exposure to foreign exchange risk, specifically foreign exchange forward contracts.

Outstanding derivatives are recognized as assets or liabilities at their fair value.

These forward contracts are not designated as hedging instruments, and the changes in fair value are recognized in other income (expense), net in the period of change.

The gains and losses recorded in other income (expense), net for derivative instruments not designated as hedges were not material.

We do not use derivative financial instruments for speculative or trading purposes

Fair Value Measurement

11 unchanged sentences

In such cases, for financial statement disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is categorized is based on the lowest level input that is significant to the overall fair value measurement.

Convertible Instruments

The Company evaluates the embedded conversion feature within its convertible debt instruments under ASC 815, “ Derivatives and Hedging .” The Company refers to ASC 815-15 and ASC 815-40 to determine if the conversion feature meets the definition of a derivative and, if so, whether to bifurcate the conversion feature and account for it as a separate derivative liability.

Based on the Company’s analysis, its Convertible Senior Notes do not have an embedded conversion feature requiring bifurcation under ASC 815-15 and thus are accounted for as a single unit of account, a liability under ASC 470, “ Debt .”

Allowance for credit losses

4 unchanged sentences

The Company reviews its inventories at least quarterly and records a provision for excess and obsolete inventory based on its estimates of expected sales volume, production capacity and expiration dates of raw materials, work-in-process and finished products.

The Company writes down inventory that has become obsolete, inventory that has a cost basis in excess of its expected net realizable value, and inventory in excess of expected requirements to cost of product revenue.

Manufacturing of bioprocessing finished goods is done to order and tested for quality specifications prior to shipment.

1 unchanged sentence

Any significant unanticipated changes in demand or unexpected quality failures could have a significant impact on the value of inventory and reported operating results.

During all periods presented in the accompanying consolidated financial statements, there have been no material adjustments related to a revised estimate of inventory valuations.

Material adjustments related to a revised estimate of inventory valuations in 2024 and 2023 are discussed in Note 6, “ Restructuring Activities and Other Inventory-Related Charges.”

Work-in-process and finished products inventories consist of material, labor, outside processing costs and manufacturing overhead.

41 unchanged sentences

The Company also accrues for potential interest and penalties related to unrecognized tax benefits in income tax expense.

The Company is subject to a territorial tax system under the Tax Cuts and Jobs Act enacted in December 2017, in which the Company is required to provide for tax on Global Intangible Low-Taxed Income (“GILTI”) earned by certain foreign subsidiaries.

by certain foreign subsidiaries.

The Company has adopted an accounting policy to provide for the tax expense related to GILTI in the year the tax is incurred as a period expense.

15 unchanged sentences

Costs incurred prior to the development stage, as well as maintenance, training costs, and general and administrative expenses are expensed as incurred.

Earnings Per Share

The Company reports earnings per share (“EPS”) in accordance with ASC 260, "Earnings Per Share," which establishes standards for computing and presenting EPS.

Earnings (Loss) Per Share

The Company reports earnings (loss) per share (“EPS”) in accordance with ASC 260, "Earnings Per Share," which establishes standards for computing and presenting EPS.

Basic EPS is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period.

3 unchanged sentences

The assumed proceeds are then used to purchase common shares at the average market price during the period.

In periods when the Company has a net loss, stock awards are excluded from the calculation of earnings per share as their inclusion would have an antidilutive effect.

In periods when the Company has a net loss, stock awards are excluded from the calculation of earnings (loss) per share as their inclusion would have an antidilutive effect.

A reconciliation of basic and diluted weighted average share outstanding is as follows:

1 unchanged sentence

(Amounts in thousands, except per share data)

Net (loss) income

Effect of dilutive securities:

9 unchanged sentences

Dilutive potential common shares

Denominator for diluted earnings per share - adjusted weighted average shares used in computing net income per share - diluted

Earnings per share:

Denominator for diluted (loss) earnings per share - adjusted weighted average shares used in computing net income per share - diluted

(Loss) earnings per share:

(1) Represents the dilutive impact for the Company's 0.375 % Convertible Senior Notes due 2024 (the “ 2019 Notes”) and its 1.00 % Convertible Senior Notes due 2028 (the “2023 Notes”) .

As of December 31, 2023, the if-converted value is less than the outstanding principal of the 2023 Notes and are therefore anti-dilutive.

Refer to Note 14, “ Convertible Senior Notes,” for more information.

For the years ended December 31, 2023, 2022 and 2021, 306,849 shares, 177,318 shares and 68,968 shares, respectively, of the Company’s common stock were excluded from the calculation of diluted earnings per share because they would have had an anti-dilutive effect for years presented.

As the Company was in a net loss position for the year ended December 31, 2024, 422,325 shares of potentially dilutive options and restricted stock units are considered anti-dilutive.

For the year ended December 31, 2024, 422,130 shares of the Company’s common stock were excluded from the calculation of diluted (loss) earnings per share because the exercise prices of the stock options were greater than or equal to the average price of the common shares and were therefore anti-dilutive.

For the years ended December 31, 2023 and 2022, 306,849 shares and 177,318 shares, respectively, of the Company’s common stock were excluded from the calculation of diluted earnings per share because they would have had an anti-dilutive effect for years presented.

In July 2019, the Company issued $ 287.5 million aggregate principal amount of its 2019 Notes.

6 unchanged sentences

As mentioned in Note 15, “ Convertible Senior Notes ,” the Company adopted ASU 2020-06 effective January 1, 2022.

Under ASU 2020-06, the Company is required to reflect the dilutive effect of the convertible securities by application of the “if-converted” method, which means the denominator of the EPS calculation would include the total number of shares assuming the 2019 Notes had been fully converted at the beginning of the period.

Prior to March 4, 2022, the Company had the choice to settle the

conversion of the 2019 Notes in cash, stock or a combination of the two.

Under ASU 2020-06, the Company is required to reflect the dilutive effect of the convertible securities by application of the “if-converted”

method, which means the denominator of the EPS calculation would include the total number of shares assuming the 2019 Notes had been fully converted at the beginning of the period.

Prior to March 4, 2022, the Company had the choice to settle the conversion of the 2019 Notes in cash, stock or a combination of the two.

Therefore, from January 1, 2022 (the date the Company adopted ASU 2020-06) to March 4, 2022, the Company included 3,474,429 shares in the denominator of the EPS calculation, applying the if converted method.

3 unchanged sentences

There were no comparable amounts included in 2024 or 2023.

Prior to the adoption of ASU 2020-06, the Company applied the provisions of ASC 260, “ Earnings Per Share,” subsection 10-45-44, to determine the diluted weighted average shares outstanding as it related to the conversion spread on its convertible notes.

Accordingly, the par value of the 2019 Notes was not included in the calculation of diluted EPS, but the dilutive effect of the conversion premium was considered in the calculation of diluted EPS using the treasury stock method.

The dilutive impact of the 2019 Notes was based on the difference between the Company’s current period average stock price and the conversion price of the convertible notes, provided there is a premium.

Pursuant to this accounting standard, there was no dilution from the accreted principal of the 2019 Notes.

Segment Reporting

2 unchanged sentences

The Company views its operations, makes decisions regarding how to allocate resources and manages its business as one reportable segment and one reporting unit.

Net (loss) income as reported on the consolidated statement of comprehensive (loss) income is the measure of segment profit or loss used by the CODM in allocating resources and assessing performance.

As a result, the financial information disclosed herein represents all of the material financial information related to the Company.

7 unchanged sentences

Total product revenue

(1) 2023 revenue for filtration products includes revenue related to FlexBiosys, Inc.

(“FlexBiosys”) from April 17, 2023, as well as Metenova Holding AB (“Metenova”) from October 2, 2023.

(2) 2021 revenue for filtration products includes revenue related to Polymem S.A.

(“Polymem”) from July 1, 2021, as well as BioFlex Solutions LLC (“BioFlex”) and Newton T&M Corp.

(“NTM”) from December 16, 2021 through December 31, 2021.

2021 revenue for proteins products includes revenue related to Avitide, Inc.

(“Avitide”) from September 20, 2021 through December 31, 2021.

Revenue from filtration products includes the XCell ATF ® systems and consumables as well as the KrosFlo ® and SIUS ® filtration products.

Revenue from chromatography products includes the OPUS ® chromatography pre-packed columns, chromatography resins and ELISA test kits.

Revenue from process analytics products includes the SoloVPE ® , FlowVPE ® RPM ® and FlowVPX ® devices.

Revenue from protein products includes the Protein A affinity ligands and cell culture growth factors.

Other revenue primarily consists of revenue from the sale of operating room products to hospitals as well as freight revenue.

The following table represents the Company’s total revenue by our country of domicile (the United States) and other countries where our major subsidiaries are domiciled for the periods presented (based on the location of the customer):

13 unchanged sentences

Total long-lived assets by geographic location

The following table presents the Company’s significant segment expenses which are regularly provided to the CODM for the single reportable segment:

For the Years Ended December 31,

Total revenue

Costs and operating expenses:

Cost of goods sold

Research and development

Sales and marketing

General and administrative

Total costs and operating expenses

Other income (expenses), net

Income tax (benefit) provision

Net (loss) income

Concentrations of Credit Risk and Significant Customers

2 unchanged sentences

treasury obligations) and type of instrument is limited.

At December 31, 2023, the Company had no investments associated with foreign exchange contracts, options contracts or other foreign hedging arrangements.

At December 31, 2024, the Company had no investments associated with foreign exchange contracts or options contracts.

As of December 31, 2024, the Company used derivative financial instruments to manage exposure to foreign exchange risk on certain repayable intercompany loans with foreign subsidiaries, specifically foreign exchange forward contracts.

Concentration of credit risk with respect to accounts receivable is limited to customers to whom the Company makes significant sales.

1 unchanged sentence

To control credit risk, the Company performs regular credit evaluations of its customers’ financial condition.

There was no revenue from customers that represented 10 % or more of the Company's total revenue for the year ended December 31, 2023 or 2022.

Revenue from Pfizer Inc.

accounted for 10 % of total revenue for the year ended December 31, 2021.

No accounts receivable balance from a specific customer represented 10 % or more of the Company's total trade accounts receivable at December 31, 2023 .

Significant accounts receivable balances representing 10 % or more of the Company’s total

trade accounts receivable balances at December 31, 2022 came from our accounts receivable balance outstanding with Purolite, an Ecolab Inc.

company (“Purolite”), which was 12.7 % of the Company's total trade accounts receivable balance.

There was no revenue from customers that represented 10 % or more of the Company's total revenue for the years ended December 31, 2024, 2023 or 2022.

No accounts receivable balance from a specific customer represented 10 % or more of the Company's total trade accounts receivable at December 31, 2024 and 2023.

Business Combinations, Goodwill and Intangible Assets

7 unchanged sentences

Upon conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statements of comprehensive income.

Any excess of the fair value of the net tangible and intangible assets acquired over the purchase price is recognized in the consolidated statements of comprehensive income.

The fair value of contingent consideration includes estimates and judgments made by management regarding the probability that future contingent payments will be made and the extent of royalties to be earned in excess of the defined minimum royalties.

1 unchanged sentence

These changes in the fair value of contingent consideration are recorded to contingent consideration in the Company’s consolidated statements of comprehensive income.

For the years ended December 31, 2023 and 2022 , we recorded a decrease of $ ( 30.6 ) million and $ ( 28.7 ) million, respectively, to the estimated contingent consideration obligation, primarily related to the acquisition of Avitide (the “Avitide Acquisition”).

For the years ended December 31, 2024, 2023, and 2022 we recorded an increase of $ 3.2 million, decrease of $( 30.6 ) million, and decrease of $( 28.7 ) million, respectively, to the estimated contingent consideration obligation, primarily related to the acquisition of Avitide (the “Avitide Acquisition”).

The Company uses the income approach to determine the fair value of certain identifiable intangible assets including customer relationships and developed technology.

4 unchanged sentences

Goodwill is not amortized and is tested for impairment at least annually at the reporting unit level.

The Company operates as one reporting unit as of the goodwill impairment measurement date of December 31, 2023.

The Company operates as one reporting unit as of the goodwill impairment measurement date of October 1, 2024.

During the qualitative assessment of the Company’s one reporting unit during the 2024 goodwill impairment testing, it was determined that it was not more likely than not that its fair value was less than its carrying amount.

As such, a quantitative impairment assessment was not required as of December 31, 2023.

As such, a quantitative impairment assessment was not required as of October 1, 2024.

If an event occurs or circumstances change that would more likely than not reduce the fair value of its reporting unit below its carrying value, the Company will evaluate its goodwill for impairment between annual tests.

There was no impairment to goodwill and therefore no impairment charge recorded for the years ended December 31, 2024, 2023 and 2022.

The Company has historically tested for impairment on its goodwill annually as of its measurement date of December 31st pursuant to company policy.

Subsequent to the 2023 annual impairment test, the Company voluntarily changed its annual impairment assessment date from December 31st to October 1st, the first day of the Company's fourth quarter, beginning on October 1, 2024 .

The change is being made to better align the annual impairment assessment date with the Company's annual planning and budgeting process as well as long-term planning and forecasting process.

The Company has determined this voluntary change in accounting principle is preferable and will not impact its consolidated financial statements nor is it being done to accelerate, avoid or trigger an impairment charge.

This change is not going to be applied retrospectively as it is

impracticable to do so because retrospective application would require application of significant estimates and assumptions with the use of hindsight.

Accordingly, the change will be applied prospectively.

Prior to fiscal year 2024, testing of impairment on our goodwill occurred annually as of our measurement date of December 31st, pursuant to Company policy.

Subsequent to the 2023 annual impairment test, which was completed on December 31, 2023, we voluntarily changed our annual impairment assessment date from December 31st to October 1st, the first day of our fourth quarter, beginning on October 1, 2024.

The change is being made to better align the annual impairment assessment date with our annual planning and budgeting process as well as the long-term planning and forecasting process.

We have determined that this

voluntary change in accounting principle is preferable and will not impact our consolidated financial statements nor is it being done to accelerate, avoid or trigger an impairment charge.

This change is not going to be applied retrospectively as it is impracticable to do so because retrospective application would require application of significant estimates and assumptions with the use of hindsight.

Therefore, the change will be applied prospectively.

Intangible Assets

Intangible assets with a definite life are amortized over their useful lives using the straight-line method and the amortization expense is recorded within cost of product revenue, research and development (“R&D”) and selling, general and administrative expense in the consolidated statements of comprehensive income.

Intangible assets with a definite life are amortized over their useful lives using the straight-line method and the amortization expense is recorded within cost of goods sold, research and development (“R&D”) and selling, general and administrative expense in the consolidated statements of comprehensive income.

Intangible assets and their related useful lives are reviewed at least annually to determine if any adverse conditions existed that would indicate the carrying value of these assets may not be recoverable.

33 unchanged sentences

Recently Issued Accounting Guidance – Adopted During the Fiscal Year

In July 2023, the U.S.

Securities and Exchange Commission (the “SEC”) adopted the final rule under SEC Release No.

33-11216, “ Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure,” requiring current reporting about material cybersecurity incidents and annual disclosures on management’s processes for assessing, identifying, and managing material cybersecurity risks, the material impacts of cybersecurity threats and previous cybersecurity incidents, the Board's oversight of cybersecurity risks, and management’s role and expertise in assessing and managing material cybersecurity risks.

SEC Release No.

33-11216 was effective for us during the third quarter of 2023.

The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements and disclosures.

In December 2022, the SEC adopted the final rule under SEC Release No.

33-11138, "Insider Trading Arrangements and Related Disclosures ," which requires new disclosures regarding insider trading policies and procedures, the use of Rule 10b5-1 plans by directors and officers, and stock option grants issued in close proximity to the release of material nonpublic information.

SEC Release No.

33-11138 was effective for us for our second quarter of 2023, and did not have a material impact on our consolidated financial statements and disclosures.

In November 2023, the FASB issued ASU 2023-07, “S egment Reporting (Topic 820) - Improvements to Reportable Segment Disclosures.” ASU 2023-07 will improve reportable segment disclosure requirements, primarily through enhanced annual and interim disclosures about significant segment expenses that are regularly provided to the CODM.

ASU 2023-07 was effective for the Company for annual periods beginning on January 1, 2024 and interim periods beginning on January 1, 2025.

The amendments of this guidance apply retrospectively to all prior periods presented in the consolidated financial statements.

The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements and disclosures and is reflected in Note 2, “Summary of Significant Accounting Policies – Segment Reporting.”

Recently Issued Accounting Guidance – Not Yet Adopted

In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-09, “ Income Taxes (Topic 740) - Improvements to Income Tax Disclosures.” ASU 2023-09 enhances the transparency and decision usefulness of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction.

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, “Income Statement - Reporting Comprehensive Income (Topic 220):

Disaggregation of Income Statement Expenses .

” The ASU requires additional disclosures by disaggregating the costs and expense line items that are presented on the face of the income statement.

The disaggregation includes:

(i) amounts of purchased inventory, employee compensation, depreciation, amortization, and other related costs and expenses;

(ii) an explanation of costs and expenses that are not disaggregated on a quantitative basis;

and (iii) the definition and total amount of selling expenses.

The ASU is effective for our Annual Report on Form 10-K beginning in 2027 and subsequent interim reports.

Early adoption is permitted.

The ASU should be applied prospectively.

Retrospective application is permitted for all prior periods presented in the financial statements.

We are currently evaluating the impact of adopting this ASU on our financial reporting disclosures.

In March 2024, the SEC adopted final rules under SEC Release No.

33-11275 requiring public companies to provide certain climate-related information in their registration statements and annual reports.

As part of the disclosures, registrants will be required to quantify certain effects of severe weather events and other natural conditions in a note to their audited financial statements.

The rules were immediately challenged in a number of lawsuits, which were subsequently consolidated by the U.S.

Court of Appeals for the Eighth Circuit.

In April 2024, the SEC announced that it is staying implementation of the new rules pending resolution of the consolidated litigation before the Eighth Circuit.

The Company is assessing the effect of compliance with the new rules on its condensed consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, “ Income Taxes (Topic 740) - Improvements to Income Tax Disclosures.” ASU 2023-09 enhances the transparency and decision usefulness of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction.

ASU 2023-09 will be effective for the Company in its income tax disclosure included in its 2025 Annual Report on Form 10-K and will be applied on a prospective basis.

1 unchanged sentence

Early adoption is also permitted.

Besides a change in income tax disclosures, the Company does not expect the adoption of ASU 2023-09 to have a material impact on its consolidated financial statements.

The disclosure required under ASU 2023-07 are also required for public entities with a single reportable segment.

ASU 2023-07 will be effective for the Company for annual periods beginning on January 1, 2024 and interim periods beginning on January 1, 2025.

The amendments of this guidance apply retrospectively to all prior periods presented in the consolidated financial statements.

Early adoption is

Besides presentation in the segment footnote for its interim reporting, the Company does not expect the adoption of ASU 2023-07 to have a material impact on its consolidated financial statements.

Besides a change

in income tax disclosures, the Company does not expect the adoption of ASU 2023-09 to have a material impact on its consolidated financial statements.

Fair Value Measurements

9 unchanged sentences

Total cash and cash equivalents

Marketable securities held to maturity:

treasury bills - short-term

Total cash, cash equivalents and marketable securities

During the fourth quarter of 2022, the Company purchased $ 100.0 million of 6-month U.S.

1 unchanged sentence

Therefore, the Company classified this investment as held to maturity and stated it at amortized cost on the consolidated balance sheets.

There is no comparable investment as of December 31, 2023.

The amortized cost and fair value of the Company's held to maturity securities by contractual maturity at December 31, 2022 are summarized below.

There were no comparable investments as of December 31, 2023:

December 31, 2022

Maturity of one year or less

There is no comparable investment as of December 31, 2024 or 2023.

Fair Value of Other Financial Instruments

The fair value of outstanding foreign exchange forward contracts are marked to market price at the end of each measurement period.

Fair Value Measured on a Recurring Basis

2 unchanged sentences

Money market accounts

Short-term contingent consideration

Long-term contingent consideration

Foreign exchange forward contracts

Current contingent consideration

Noncurrent contingent consideration

As of December 31, 2023

Money market accounts

Short-term contingent consideration

Long-term contingent consideration

Current contingent consideration

Noncurrent contingent consideration

Contingent Consideration – Earnout

As of December 31, 2024, the maximum amount of future contingent consideration (undiscounted) that the Company could be required to pay in connection with each of the completed acquisitions is;

$ 125.0 million over a three-year earnout period for Avitide, which was acquired in September 2021 and for which the earnout periods run from January 1, 2022 through December 31, 2024;

$ 42.0 million over a two-year earnout period for FlexBiosys, which was acquired in April 2023 and for which the earnout periods run from January 1, 2023 through December 31, 2024;

and approximately $ 10 million over a one-year earnout period for Metenova, which was acquired in October 2023 and for which the earnout period runs from January 1, 2024 through December 31, 2024.

$ 54.5 million over a three-year period for Tantti, which was acquired December 2024, $ 13.8 million for Avitide, and $ 3.3 million for FlexBiosys.

The Avitide and FlexBiosys earnout periods ended on December 31, 2024, therefore the maximum contingent consideration reflects the earnout achievement to be paid in the first quarter of 2025.

The fair value level of the contingent consideration related to Avitide and FlexBiosys was transferred from Level 3 to Level 2 in the fourth quarter of 2024.

See Note 5, “ Acquisitions” to this report for more information on the contingent consideration earnouts.

During 2023, expected results and change in market inputs used to calculate the discount rate, resulted in a decrease in amounts reported as of December 31, 2023 .

During 2024, changes to expected results and changes in market inputs used to calculate the discount rate resulted in an increase in amounts reported as of December 31, 2024 .

A reconciliation of the change in fair value of contingent consideration – earnout is included in the following table (amounts in thousands):

2 unchanged sentences

Payment of contingent consideration earnouts

Decrease in fair value of contingent consideration earnouts

Increase in fair value of contingent consideration earnouts

Translation adjustment

Balance at December 31, 2024

The recurring Level 3 fair value measurement of our contingent consideration – earnout that we expect to be required to settle our 2023, 2024 and 2025 contingent consideration obligation for Avitide, FlexBiosys and Metenova include the following significant unobservable inputs (amounts in thousands, except percent data):

The recurring Level 3 fair value measurement of our contingent consideration – earnout that we expect to be required to settle our contingent consideration obligation for Tantti include the following significant unobservable inputs (amounts in thousands, except percent data):

Contingent Consideration Earnout

12 unchanged sentences

Discount Rate

10.2 % - 15.7 %

Earnout Discount Rate

5.4 % - 5.8 %

Probability of

2 unchanged sentences

Earnout Discount Rate

5.4 % - 5.5 %

(1) Unobservable inputs were weighted by the relative fair value of the contingent consideration liability.

The Company estimates the fair value of the contingent consideration earnouts using a Monte Carlo simulation.

The Company estimates the fair value of the Level 3 contingent consideration earnouts using a Monte Carlo simulation.

Changes in the projected performance of the acquired business could result in a higher or lower contingent consideration obligation in the future.

2 unchanged sentences

Convertible Senior Notes

In July 2019, the Company issued $ 287.5 million aggregate principal amount of the 2019 Notes.

Interest is payable semi-annually in arrears on January 15 and July 15 of each year.

The 2019 Notes will mature on July 15, 2024, unless earlier converted or repurchased in accordance with their terms.

At December 31, 2023 and 2022, subsequent to the adoption of ASU 2020-06, the carrying value of the 2019 Notes was $ 69.5 million and $ 284.6 million, respectively, net of unamortized debt issuance costs and the fair value of the 2019 Notes was $ 109.8 million and $ 452.0 million, respectively.

The fair value of the 2019 Notes is a Level 1 valuation and was determined based on the most recent trade activity of the 2019 Notes as of December 31, 2023 and 2022.

The 2019 Notes are discussed in more detail in Note 14, “Convertible Senior Notes,” to these consolidated financial statements.

In July 2019, the Company issued $ 287.5 million aggregate principal amount of the 2019 Notes, which matured and were paid in July 2024.

At December 31, 2023, the carrying value of the 2019 Notes was $ 69.5 million, net of unamortized debt issuance costs

and the fair value of the 2019 Notes was $ 109.8 million using a Level 1 valuation and determined based on the most recent trade activity of the 2019 Notes as of December 31, 2023.

On December 14, 2023, the Company issued $ 600.0 million aggregate principal amount of its 2023 Notes in a private placement pursuant to separate, privately negotiated exchange and subscription agreements (the “Exchange and Subscription Agreements”) with a limited number of holders of its outstanding 2019 Notes and certain other qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (“Securities Act”).

Pursuant to the Exchange and Subscription Agreements, the Company exchanged $ 217.7 million of its 2019 Notes for $ 309.9 million aggregate principal amount of the 2023 Notes (the “Exchange Transaction”) and issued $ 290.1 million aggregate principal amount of the 2023 Notes (the “Subscription Transactions”) for $ 290.1 million in cash.

At December 31, 2023, the carrying value of the 2023 Notes was $ 510.1 million, net of unamortized debt issuance costs, and the fair value of the 2023 Notes was $ 596.0 million.

The fair value of the 2023 Notes is a Level 1 valuation and was determined based on the most recent trade activity of the 2023 Notes as of December 31, 2023.

At December 31, 2024 and 2023, the carrying value of the 2023 Notes was $ 525.6 million and $ 510.1 million, net of unamortized debt issuance costs, and the fair value of the 2023 Notes was $ 546.1 million and $ 596.0 million, respectively.

The fair value of the 2023 Notes is a Level 1 valuation and was determined based on the most recent trade activity of the 2023 Notes as of December 31, 2024 and 2023.

The 2023 Notes are discussed in more detail in Note 15, “ Convertible Senior Notes,” to these consolidated financial statements.

Derivative Instruments

The primary risk managed by the Company using derivative instruments is foreign exchange risk.

Foreign exchange forward contracts are entered into as hedges against unfavorable fluctuations in the U.S.

dollar to Swedish krona (SEK) exchange rates.

The Company does not apply hedge accounting to these contracts because these are not qualified as accounting hedges;

therefore the changes in fair value are recorded in the consolidated statements of operations and comprehensive income (loss).

By using derivative instruments to mitigate exposures to changes in foreign exchange rates, the Company is exposed to credit risk from the failure of the counterparty to perform under the terms of the contract.

The credit or repayment risk is minimized by entering into transactions with high-quality counterparties.

The notional amounts of the outstanding contracts at December 31, 2024 were as follows (in thousands):

Dollar Amount

September 2025

The fair value of outstanding derivative instruments recorded in the accompanying consolidated balance sheet were as follows (in thousands):

(in thousands)

December 31, 2024

Derivatives not designated or not qualifying as hedging instruments

Balance Sheet Location

Foreign exchange forward contracts

Other current assets

The effects of derivative instruments on the consolidated statements of operations and comprehensive income (loss) were as follows (in thousands):

Amount of Gain Recognized on Derivatives

Year Ended December 31, 2024

Derivatives not designated or not qualifying as hedging instruments

Location of loss recognized on derivatives

Foreign exchange forward contracts

Other income (expense)

2024 Acquisitions

Tantti Laboratory Inc.

On December 2, 2024, the Company's subsidiary, Repligen Sweden AB acquired Tantti Laboratory Inc.

(“Tantti”) from the former shareholders of Tantti (“Tantti Seller”) pursuant to a share swap agreement, dated as of July 27, 2024 (such acquisition, the “Tantti Acquisition”), by and among Repligen Sweden AB, the Tantti Seller, and the Company, in its capacity as guarantor of the obligations of Repligen Sweden AB under the Share Purchase Agreement.

Tantti, headquartered in Taoyuan City, Taiwan, has developed a unique portfolio of macroporous chromatography beads to optimize the purification of new modalities including viral vectors, viruses, nucleic acids and other large molecule biologics.

The addition of Tantti further strengthens our portfolio in the new modality space.

Consideration Transferred

The Company accounted for the Tantti Acquisition as a purchase of business under ASC 805, “Business Combinations,” and the Company engaged a third-party valuation firm to assist with the valuation of Tantti.

Under the share swap agreement, all outstanding equity interests of Tantti were acquired for consideration with a value totaling $ 74.8 million.

The Tantti Acquisition was funded through payment of $ 55.1 million in cash and contingent consideration with a fair value of $ 19.7 million.

Under the acquisition method of accounting, the assets acquired and liabilities assumed of Tantti were recorded as of the acquisition date, at their respective fair values, and consolidated with those of the Company.

The fair value of the net liabilities acquired is estimated to be ($ 1.2 ) million, the fair value of the intangible assets acquired is estimated to be $ 28.9 million and the residual goodwill is estimated to be $ 47.1 million.

Acquisition-related costs are not included as a component of consideration transferred but are expensed in the periods in which costs are incurred.

The Company has incurred $ 1.6 million of transaction and integration costs associated with the Tantti Acquisition from the date of acquisition to December 31, 2024.

The transaction costs are included in operating expenses in the consolidated statements of comprehensive income in 2024.

Fair Value of Net Assets Acquired

The preliminary allocation of purchase price is based on the fair value of assets acquired and liabilities assumed as of the acquisition date.

As of December 31, 2024, the purchase accounting for this acquisition had not been finalized.

As additional information becomes available, including the outcome of the obsolescence study on developed technology, t he Company may further revise its preliminary purchase price allocation during the remainder of the measurement period.

Besides the outcome of the obsolescence study and the tax implications of the purchase price allocation, the final allocation may also result in changes to other assets and liabilities.

The components and estimated allocation of the purchase price consist of the following (amounts in thousands):

Cash and cash equivalents

Accounts receivable

Prepaid expenses and other current assets

Property and equipment

Operating lease right of use asset

Other assets, long-term

Developed technology

Accounts payable

Accrued liabilities

Operating lease liability

Noncurrent deferred tax liability

Noncurrent operating lease liability

Fair value of net assets acquired

Acquired Goodwill

The goodwill of $ 47.1 million represents future economic benefits expected to arise from anticipated synergies from the integration of Tantti into the Company.

These synergies include operating efficiencies and strategic benefits projected to be achieved as a result of the Tantti Acquisition.

Substantially all of the goodwill recorded is expected to be nondeductible for income tax purposes.

Intangible Assets

The identified intangible asset associated with the Tantti Acquisition is Developed Technology of $ 28.9 million with a useful life of fifteen years .

2023 Acquisitions

Metenova Holding AB

7 unchanged sentences

Under the acquisition method of accounting, the assets acquired and liabilities assumed of Metenova were recorded as of the acquisition date, at their respective fair values, and consolidated with those of the Company.

The fair value of the net liabilities acquired is estimated to be $ 2.0 million, the fair value of the intangible assets acquired is estimated to be $ 58.8 million and the residual goodwill is estimated to be $ 115.8 million.

The estimated consideration and preliminary purchase price information has been prepared using a preliminary valuation.

The fair value of the net liabilities acquired is $ 1.9 million, the fair value of the intangible assets acquired is $ 58.8 million and the residual goodwill is $ 115.7 million.

Acquisition-related costs are not included as a component of consideration transferred but are expensed in the periods in which costs are incurred.

The Company has incurred $ 6.5 million of transaction and integration costs associated with the Metenova Acquisition from the date of acquisition to December 31, 2024.

The transaction costs are included in operating expenses in the consolidated statements of comprehensive income in 2023.

The transaction costs are included in operating expenses in the condensed consolidated statements of comprehensive income (loss) for the periods ended December 31, 2024 and 2023.

Fair Value of Net Assets Acquired

The preliminary allocation of purchase price is based on the fair value of assets acquired and liabilities assumed as of the acquisition date.

As of December 31, 2023, the purchase accounting for this acquisition had not been finalized.

As additional information becomes available, the Company may further revise its preliminary purchase price allocation during the remainder of the measurement period.

Besides tax implications of the purchase price allocation, the final allocation may result in changes to other assets and liabilities.

The allocation of purchase price is based on the fair value of assets acquired and liabilities assumed based on the final valuation of Metenova.

The Company has made appropriate adjustments to the purchase price allocation during the measurement period, which ended on October 2, 2024.

The components and estimated allocation of the purchase price consist of the following (amounts in thousands):

11 unchanged sentences

Operating lease liability

Deferred tax liability, long-term

Operating lease liability, long-term

Noncurrent deferred tax liability

Noncurrent operating lease liability

Fair value of net assets acquired

20 unchanged sentences

Under the acquisition method of accounting, the assets acquired and liabilities assumed of FlexBiosys were recorded as of the acquisition date, at their respective fair values, and consolidated with those of the Company.

The fair value of the net assets acquired is estimated to be $ 14.1 million, the fair value of the intangible assets acquired is estimated to be $ 12.6 million and the residual goodwill is estimated to be $ 14.3 million.

The estimated consideration and preliminary purchase price information has been prepared using a preliminary valuation.

The fair value of the net assets acquired is $ 14.1 million, the fair value of the intangible assets acquired is $ 12.6 million and the residual goodwill is $ 14.3

Acquisition-related costs are not included as a component of consideration transferred but are expensed in the periods in which costs are incurred.

The Company has incurred $ 1.1 million of transaction and integration costs associated with the FlexBiosys Acquisition from the date of acquisition to December 31, 2023 with $ 0.2 million of the transaction and integration costs incurred during the three months ended December 31, 2023.

The transaction costs are included in operating expenses in the consolidated statements of comprehensive income in 2023.

The Company has incurred $ 0.9 million of transaction and integration costs associated with the FlexBiosys Acquisition from the date of acquisition to December 31, 2024.

The transaction costs are included in operating expenses in the condensed consolidated statements of comprehensive income (loss) for the periods ended December 31, 2024 and 2023.

Fair Value of Net Assets Acquired

The preliminary allocation of purchase price is based on the fair value of assets acquired and liabilities assumed as of the acquisition date.

As of December 31, 2023, the purchase accounting for this acquisition had not been finalized.

As additional information becomes available, the Company may further revise its preliminary purchase price allocation during the remainder of the measurement period, which ends on April 17, 2024.

The final allocation may result in changes to other assets and liabilities.

The allocation of purchase price is based on the fair value of assets acquired and liabilities assumed as of the acquisition date, based on the final valuation of FlexBiosys.

The Company has made appropriate adjustments to the purchase price allocation during the measurement period, which ended on April 17, 2024.

The purchase price allocation was completed as of March 31, 2024.

The components and estimated allocation of the purchase price consist of the following (amounts in thousands):

8 unchanged sentences

Non-competition agreements

Other long-term assets

Other noncurrent assets

Accounts payable

1 unchanged sentence

Operating lease liability

Operating lease liability, long-term

Noncurrent operating lease liability

Fair value of net assets acquired

11 unchanged sentences

Non-competition agreements

2021 Acquisitions

BioFlex Solutions LLC and Newton T&M Corp.

On November 29, 2021, the Company entered into an Equity Purchase Agreement with BioFlex (“BioFlex EPA”), NTM and each of Ralph Meola and Jason Nisler, to acquire 100 % of the outstanding securities of BioFlex and NTM (collectively, the “NTM Acquisition”).

The transaction closed on December 16, 2021.

NTM, which is headquartered in Newton, New Jersey, is the parent company of BioFlex and focuses on manufacturing of products, while BioFlex, also headquartered in Newton, New Jersey, commercializes branded products to biotech customers.

The NTM Acquisition complements and expands our filtration offering paths as the industry migrates to single-use flow paths solutions for monoclonal antibody (“mAb”), vaccine and cell and gene therapy (“C&GT”) applications, with a focus on single-use fluid management components, including single-use clamps, adapters, end caps and hose assemblies.

The NTM Acquisition streamlines and increases control over many components in our single-use supply chain which ultimately should drive reduced lead-times for Repligen customers in the coming years.

Consideration Transferred

The NTM Acquisition was accounted for as a purchase of businesses under ASC 805, “Business Combinations” and the Company engaged a third-party valuation firm to assist with the valuation of the business acquired.

Under the terms of the BioFlex EPA, all outstanding shares of capital stock of BioFlex were acquired for consideration with a value totaling $ 31.6 million, which includes $ 3.0 million deposited into an escrow against which the Company may make claims for indemnification.

Under the acquisition method of accounting, the assets acquired and liabilities assumed of BioFlex were recorded as of the acquisition date, at their respective fair values, and consolidated with those of the Company.

The fair value of the net assets acquired is $ 4.6 million, the fair value of the intangible assets acquired is $ 17.2 million, and the residual goodwill is $ 9.8 million.

Acquisition-related costs are not included as a component of consideration transferred but are expensed in the periods in which costs are incurred.

The Company incurred $ 3.0 million of transaction and integration costs associated with the NTM Acquisition from the date of acquisition to December 31, 2022, with $ 2.7 million of transaction and integration costs incurred in 2022 and $ 0.3 million incurred in 2021.

The transaction and integration costs are included in operating expenses in the consolidated statements of comprehensive income for the periods ended December 31, 2022 and 2021.

Fair Value of Net Assets Acquired

The allocation of purchase price is based on the fair value of assets acquired and liabilities assumed as of the acquisition date, based on the final valuation.

The Company has made appropriate adjustments to the purchase price allocation during the measurement period, which ended December 16, 2022.

The components and estimated allocation of the purchase price consist of the following (amounts in thousands):

Cash and cash equivalents

Accounts receivable

Prepaid expenses and other current assets

Property and equipment

Operating lease right of use asset

Customer relationships

Developed technology

Trademark and tradename

Non-competition agreements

Long term deferred tax asset

Accounts payable

Accrued liabilities

Operating lease liability

Operating lease liability, long-term

Fair value of net assets acquired

During 2022, the Company recorded net working capital adjustments of approximately $ 0.3 million related to pre-acquisition liabilities, which are included in goodwill and accrued liabilities in the table above.

Acquired Goodwill

The goodwill of $ 9.8 million represents future economic benefits expected to arise from anticipated synergies from the integration of BioFlex and NTM into the Company.

These synergies include certain operating efficiencies and strategic benefits projected to be achieved as a result of the NTM Acquisition.

Substantially all of the goodwill recorded is expected to be deductible for income tax purposes.

Intangible Assets

The following table sets forth the components of the identified intangible assets associated with the NTM Acquisition and their estimated useful lives:

(Amounts in thousands)

Customer relationships

Developed technology

Trademark and tradename

Non-competition agreements

Avitide, Inc.

On September 16, 2021, the Company entered into an Agreement and Plan of Merger and Reorganization (“Avitide Merger Agreement”) with Avalon Merger Sub, Inc., a Delaware corporation and a wholly owned direct subsidiary of the Company, Avalon Merger Sub LLC, a Delaware limited liability company and a wholly owned direct subsidiary of the Company, Avitide, a Delaware corporation, and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative, agent and attorney-in-fact of Avitide's securityholders to purchase Avitide.

The transaction closed on September 20, 2021, and on the terms set forth in the Avitide Merger Agreement.

Avitide, which is headquartered in Lebanon, New Hampshire, offers diverse libraries and leading technology in affinity ligand discovery and development resulting in best-in-class ligand discovery and development lead-times.

The acquisition gives the

Company a new platform for affinity resin development, including C&GT, and advances and expands the Company’s proteins and chromatography franchises to address the unique purification needs of gene therapies and other emerging modalities.

Consideration Transferred

The Avitide Acquisition was accounted for as a purchase of a business under ASC 805, “Business Combinations” and the Company engaged a third-party valuation firm to assist with the valuation of the business acquired.

Under the terms of the Avitide Merger Agreement, all outstanding shares of capital stock of Avitide were cancelled and converted into the right to receive merger consideration with a value totaling up to $ 275.0 million, which consisted of upfront payments in aggregate of $ 150.0 million ($ 149.4 million, net of cash acquired) and up to an additional $ 125.0 million (undiscounted) in contingent consideration earnout payments if certain performance targets are achieved.

Total consideration paid also included $ 0.8 million deposited into an escrow account against which the Company may make claims for indemnification.

The Avitide Acquisition was funded through payment of $ 75.0 million in cash, the issuance of 271,096 unregistered shares of the Company’s common stock totaling $ 83.0 million and contingent consideration with fair value of approximately $ 88.4 million.

Under the acquisition method of accounting, the assets acquired and liabilities assumed of Avitide were recorded as of the acquisition date, at their respective fair values, and consolidated with those of the Company.

The fair value of the net assets acquired is $ 2.1 million, fair value of the intangible assets acquired is $ 46.7 million, and the residual goodwill is $ 197.5 million.

The Company has incurred $ 5.6 million of transaction and integration costs associated with the Avitide Acquisition from the date of acquisition to December 31, 2022, with $ 3.0 million of transaction and integration costs incurred in 2022 and $ 2.6 million in 2021.

The transaction costs are included in operating expenses in the consolidated statements of comprehensive income for the periods ended December 31, 2022 and 2021.

The preparation of the valuation required the use of significant assumptions and estimates.

Critical estimates included, but were not limited to, future expected cash flows, including projected revenues and expenses, and the applicable discount rates.

These estimates were based on assumptions that the Company believes to be reasonable.

However, actual results may differ from these estimates.

Total consideration transferred is as follows (amounts in thousands):

Cash consideration

Equity consideration

Contingent consideration - earnout

Fair value of net assets acquired

Fair Value of Net Assets Acquired

The allocation of purchase price is based on the fair value of assets acquired and liabilities assumed as of the acquisition date, based on the final valuation of Avitide.

The Company has made appropriate adjustments to the purchase price allocation during the measurement period, which ended on September 20, 2022.

The components and estimated allocation of the purchase price consist of the following (amounts in thousands):

Cash and cash equivalents

Accounts receivable

Prepaid expenses and other current assets

Property and equipment

Operating lease right of use asset

Customer relationships

Developed technology

Trademark and tradename

Non-competition agreements

Long term deferred tax asset

Accounts payable

Accrued liabilities

Operating lease liability

Operating lease liability, long-term

Other liabilities

Fair value of net assets acquired

Acquired Goodwill

The goodwill of $ 197.5 million represents future economic benefits expected to arise from anticipated synergies from the integration of Avitide.

These synergies include certain cost savings, operating efficiencies and other strategic benefits projected to be achieved as a result of the Avitide Acquisition.

Substantially all of the goodwill recorded is expected to be nondeductible for income tax purposes.

During 2022, the Company recorded adjustments to goodwill of $ 1.8 million related to a change in estimated tax benefits associated with the net operating loss carryforward filed on the Avitide pre-acquisition tax return.

The offset of these adjustments is included in long term deferred tax asset in the table above.

Intangible Assets

The following table sets forth the components of the identified intangible assets associated with the Avitide Acquisition and their estimated useful lives:

(Amounts in thousands)

Customer relationships

Developed technology

Trademark and tradename

Non-competition agreements

On June 22, 2021, the Company entered into a Stock Purchase Agreement with Polymem, a company organized under the laws of France, and Jean-Michel Espenan and Franc Saux, acting together jointly and severally as the representatives of the sellers pursuant to which Repligen acquired all of the outstanding common stock of Polymem for $ 47.0 million in cash.

The transaction closed on July 1, 2021 (the “Polymem Acquisition.”).

Polymem, which is headquartered in, Toulouse, France, is a manufacturer of hollow fiber (“HF”) membranes, membrane modules and systems for industrial and bioprocessing applications.

Polymem products will complement and expand the Company’s portfolio of HF systems and consumables.

The acquisition substantially increases Repligen’s membrane and module manufacturing capacity and establishes a world-class center of excellence in Europe to address the accelerating global demand for these innovative products.

Consideration Transferred

The Company accounted for the Polymem Acquisition as a purchase of a business under ASC 805 and the Company engaged a third-party valuation firm to assist with the valuation of the business acquired.

Payment for the transaction was denominated in Euros but is reflected here in U.S.

dollars for presentation purposes based on an exchange rate of 0.8437 as of July 1, 2021, the date of acquisition.

Total consideration paid was $ 47.0 million, which included $ 4.3 million deposited into an escrow account against which the Company may make claims for indemnification.

Under the acquisition method of accounting, the assets acquired and liabilities assumed of Polymem were recorded as of the acquisition date, at their respective fair values, and consolidated with those of the Company.

The fair value of the net assets acquired is $ 2.2 million, the fair value of the intangible assets acquired is $ 9.1 million, and the residual goodwill is $ 35.7 million.

Acquisition-related costs are not included as a component of consideration transferred but are expensed in the periods in which costs are incurred.

The Company incurred $ 8.2 million of transaction and integration costs associated with the Polymem Acquisition from the date of acquisition to December 31, 2022, with $ 5.1 million incurred in 2022 and $ 3.1 million incurred from the date of acquisition to December 31, 2021.

The transaction costs are included in operating expenses in the consolidated statements of comprehensive income for the periods ended December 31, 2022 and 2021.

Fair Value of Net Assets Acquired

The allocation of purchase price is based on the fair value of assets acquired and liabilities assumed as of the acquisition date, based on the final valuation of Polymem.

The Company has made appropriate adjustments to the purchase price allocation during the measurement period, which ended on July 1, 2022.

The components and final allocation of the purchase price consist of the following (amounts in thousands):

Cash and cash equivalents

Net working capital (excluding cash and inventory

Inventory step-up

Operating lease right of use assets

Property and equipment

Developed technology

Trademark and tradenames

Non-compete agreements

Operating lease liability

Long term deferred tax liability

Other long-term liabilities

Fair value of net assets acquired

Acquired Goodwill

The goodwill of $ 35.7 million represents future economic benefits expected to arise from anticipated synergies from the integration of Polymem.

These synergies include certain operating efficiencies and strategic benefits projected to be achieved as a result of the Polymem Acquisition.

Substantially all of the goodwill recorded is expected to be nondeductible for income tax purposes.

Intangible Assets

The following table sets forth the components of the identified intangible assets associated with the Polymem Acquisition and their estimated useful lives:

Restructuring Activities and Other Inventory-Related Charges

In July 2023, the Board of Directors authorized the Company's management team to undertake restructuring activities to simplify and streamline our organization and strengthen the overall effectiveness of our operations.

Since the initial streamlining and rebalancing efforts contemplated in July 2023, and with the introduction of new management in the second half of 2024, the

Company continues to undertake further restructuring activities (collectively, the “Restructuring Plan”) which has included consolidating a portion of our manufacturing operations between certain U.S.

locations, writing-off abandoned equipment with the rationalization of excess production line capacity and discontinuing the sale of certain product SKUs.

In addition, the Company continues to evaluate the net realizable value of finished goods and raw materials to meet rapidly changing demand during a challenging supply chain environment in the industry.

The Company recorded pre-tax costs of $ 46.9 million and $ 32.2 million in the years ended December 31, 2024 and 2023, respectively, related to the Restructuring Plan and other inventory-related charges.

The Company believes the Restructuring Plan is now primarily complete as of December 31, 2024.

The following table summarizes the charges related to restructuring activities and other inventory-related charges by type of cost:

For the Year Ended December 31, 2024

Severance and Employee-Related Costs

Inventory Write-Off

Accelerated Depreciation

Facility and Other Exit Costs

(Amounts in thousands)

Developed technology

Trademark and tradename

Non-competition agreements

Restructuring Plan

In July 2023, the Board authorized the Company's management team to undertake restructuring activities to simplify and streamline our organization and strengthen the overall effectiveness of our operations.

In addition to the initial streamlining and re-balancing efforts contemplated in July, the Company is undertaking further restructuring activities (collectively, the “Restructuring Plan”) which include consolidating a portion of our manufacturing operations between certain U.S.

locations, discontinuing the sale of certain product SKUs, and evaluating the fair value of finished goods and raw materials, mostly secured during the 2020-2022 COVID-19 pandemic period (the “COVID-19 Period”) to meet increasing demand during a challenging supply chain environment in the industry.

The Company recorded pre-tax costs of $ 32.2 million in 2023 related to the Restructuring Plan and expects the Restructuring Plan to be completed by the end of the third quarter of 2024.

Of the $ 32.2 million in pre-tax costs in 2023, $ 27.6 million is non-cash, relating primarily to inventory adjustments to record inventory at net realizable value and accelerated depreciation on equipment related to the shutdown of manufacturing facilities and production lines, the remaining costs are cash expenses, primarily related to severance and employee-related costs.

The following table summarizes the charges related to restructuring activities by type of cost:

Cost of goods sold

Research and development

Selling, general and administrative

Other (expenses) income

For the Year Ended December 31, 2023

4 unchanged sentences

(Amounts in thousands)

Cost of product revenue

Cost of goods sold

Research and development

Selling, general and administrative

Severance and employee-related costs under the Restructuring Plan are associated with actual headcount reductions.

Severance and employee-related costs are primarily associated with headcount reductions.

Costs incurred include cash severance and non-cash severance, including other termination benefits.

Severance and other termination benefit packages are based on established benefit arrangements or local statutory requirements and we recognized the contractual component of these benefits when payment was probable and could be reasonably estimated.

The inventory adjustments include the impact of the Company discontinuing the sale of certain product SKUs and the impact of having proactively secured materials during the COVID-19 Period to meet accelerated demand during a challenging supply chain environment in the industry.

Where demand has reduced, finished goods and raw materials, whose value exceeded the projected requirements to be used before reaching their expiration date, were written down to their realizable value.

The Restructuring Plan also includes the closing of manufacturing facilities and production lines, which included inventory that could not be repurposed.

Non-cash charges for accelerated depreciation were recognized on long-lived assets that were taken out of service before the end of their normal service due to the shutdown of manufacturing facilities and production lines, in which case depreciation estimates were revised to reflect the use of the assets over their shortened useful life.

The restructuring accrual is included in accrued liabilities on the condensed consolidated balance sheets as of December 31, 2023 and the balance has been paid as of that date.

Activity related to the Restructuring Plan for 2023 was as follows (amounts in thousands):

Restructuring Costs

Amounts Paid in 2023

Non-Cash Restructuring Items

Restructuring Liability

Severance & employee-related costs

Inventory adjustments

Accelerated depreciation

Facility exit and other exit costs

Non-cash charges for the inventory write-off in 2023 included the impact of the Company discontinuing the sale of certain product SKUs, the impact of having proactively secured materials during the 2020-2022 pandemic period to meet accelerated demand during a challenging supply chain environment in the industry, and the impact of closing manufacturing facilities and production lines which include inventory that could not be repurposed.

Where demand has reduced, finished goods and raw materials, the value of which exceeded the projected requirements to be used before reaching their expiration date, were written off.

The non-cash inventory write-off in 2024 includes the impact of the Company discontinuing the sale of certain product SKUs and is also the result of the further evaluation of inventory positions in unusually turbulent market supply conditions.

This further evaluation took into consideration the market reset that continued into 2024 and resulted in new senior product management leadership updating product strategies.

With these updated strategies, future demand and product mix projections were revised as a part of the Company’s annual strategic planning and budget sessions in 2024.

Where the value of finished goods and raw materials exceeded the projected requirements to be used before reaching their expiration date, or in a reasonable time horizon, they were written off.

In the fourth quarter of 2024, non-cash charges were recognized for the write-off of abandoned equipment in connection with unneeded capacity related to a specific product line that was also included in the 2024 inventory adjustment.

The Company’s manufacturing strategy and footprint were also reviewed as a part of our 2024 annual strategic planning and budget session.

this product line, capacity was expanded during the pandemic period, and current projections indicate it will not be needed in a usable time-period.

The factory space will be reallocated for the production of other product lines.

The Company is a lessee under leases of manufacturing facilities, office spaces, machinery, certain office equipment and vehicles.

7 unchanged sentences

When determining if a renewal option is reasonably certain of being exercised, the Company considers several economic factors, including but not limited to, the significance of leasehold improvements incurred on the property, whether the asset is difficult to replace, underlying contractual obligations, or specific characteristics unique to that particular lease that would make it reasonably certain that the Company would exercise such options.

As of December 31, 2023 and 2022, operating lease right of use assets wer e $ 115.5 m illion and $ 125.0 million, respectively and operating lease liabilities were $ 132.2 million and $ 138.3 million, respectively.

The addition of FlexBiosys and Metenova in 2023 added 43,833 square feet to our leased properties and as a result of that and the expansion in Toulouse, France, the operating right of use asset balance increased $ 4.0 million in 2023, as compared to 2022.

However, the consolidated right of use assets balance decreased due to the normal amortization of existing leases during 2023.

As of December 31, 2024 and 2023, operating lease right of use assets were $ 135.4 m illion and $ 115.5 million, respectively and operating lease liabilities were $ 160.7 million and $ 132.2 million, respectively.

The addition of the Shrewsbury, Massachusetts lease and renewal of the Rancho Dominguez, California lease were the primary contributors to the change in the asset and liability balances.

The Shrewsbury lease consists of 139,000 square foot of primarily warehouse space was added to the balance sheet on February 1, 2024 and has a future asset value of $ 13.7 million.

The Rancho Dominguez lease consists of 72,000 square foot of primarily warehouse space added to the balance sheet on December 1, 2024 and has a future asset value of $ 13.0 million.

The maturities of the Company’s operating lease liabilities as of December 31, 2024 are as follows (amounts in thousands):

5 unchanged sentences

Total operating lease liabilities

(1) The future minimum lease payments include obligations for leases not yet commenced of $ 26.8 million for manufacturing, office and warehouse facilities.

These leases have terms of between 5 and 10 years and commence during the first quarter of 2024.

Total operating lease liabilities included on the Company’s consolidated balance sheets are as follows (amounts in thousands):

30 unchanged sentences

Disaggregated revenue from contracts with customers by geographic region can be found in Note 2, “Summary of Significant Accounting Policies – Segment Reporting,” above.

There was no revenue from customers that represented 10 % or more of the Company's total revenue for the year ended December 31, 2023 and 2022.

Revenue from Pfizer Inc.

was $ 68.3 million, or 10 %, of the Company's total revenue for the year ended December 31, 2021.

There was no revenue from customers that represented 10 % or more of the Company's total revenue for the years ended December 31, 2024, 2023 or 2022.

Filtration Products

10 unchanged sentences

Revenue on these products is generally recognized at a point in time upon transfer of control to the customer.

The Company invoices the customer for the installation and training services in an

amount that directly corresponds with the value to the customer of the Company’s performance to date;

The Company invoices the customer for the installation and training services in an amount that directly corresponds with the value to the customer of the Company’s performance to date;

therefore, revenue recognized is based on the amount billable to the customer in accordance with the practical expedient under ASC 606-10-55-18.

13 unchanged sentences

The process analytics franchise generates revenue primarily through the sale of the SoloVPE and FlowVPX slope spectroscopy systems, consumables and service.

These products complement and support the Company’s existing filtration, chromatography and proteins franchises as they allow end-users to make in-line protein concentration measurements in filtration, chromatography and fill-finish applications, designed to allow for real-time process management.

and fill-finish applications, designed to allow for real-time process management.

Process analytics product revenue is generally recognized at a point in time upon transfer of control to the customer.

6 unchanged sentences

Protein product revenue is generally recognized at a point in time upon transfer of control to the customer.

In 2021, the Company completed the Avitide Acquisition and added its diverse libraries and leading technology in affinity ligand discovery and development to its proteins franchise.

In 2021, the Company completed the Avitide Acquisition and added its multiple libraries and leading technology in affinity ligand discovery and development to its proteins franchise.

The acquisition gives the Company a new platform for affinity resin development, including C&GT, and advances and expands the Company’s proteins and chromatography franchises to address the unique purification needs of gene therapies and other emerging modalities.

With our acquisition of Tantti on December 2, 2024, we expect to accelerate our expansion into new modality markets with unique, scalable purification solutions for these larger molecule biologics.

Other Products

3 unchanged sentences

Remaining performance obligations represent the transaction price of contracts for which work has not been performed or has been partially performed.

The Company’s future performance obligations relate primarily to the installation and training of

certain of its systems sold to customers.

The Company’s future performance obligations relate primarily to the installation and training of certain of its systems sold to customers.

These performance obligations are completed within one year of receipt of a purchase order from its customers.

5 unchanged sentences

Deferred revenue (included in accrued liabilities and

other noncurrent liabilities in the consolidated

balance sheets)

other noncurrent liabilities in the condensed

consolidated balance sheets)

Revenue recognized during periods presented relating to:

5 unchanged sentences

Contract assets are transferred to billed receivables once the right becomes unconditional.

If the Company has the unconditional right to receive consideration from the customer, the contract asset is accounted for as a billed receivable and presented separately from other contract assets.

If the Company has the unconditional right to receive consideration from the customer, the contract asset is accounted for as a billed receivable and

presented separately from other contract assets.

A right is unconditional if nothing other than the passage of time is required before payment of that consideration is due.

13 unchanged sentences

Customers are assessed for credit worthiness upfront through a credit review, which includes assessment based on the Company’s analysis of their financial statements when a credit rating is not available.

The Company evaluates contract terms and conditions,

country and political risk, and may require prepayment to mitigate risk of loss.

The Company evaluates contract terms and conditions, country and political risk, and may require prepayment to mitigate risk of loss.

Specific allowance amounts are established to record the appropriate provision for customers that have a higher probability of default.

11 unchanged sentences

Goodwill represents the difference between the purchase price and the estimated fair value of identifiable assets acquired and liabilities assumed.

Goodwill acquired in a business combination and determined to have an indefinite useful life is not amortized, but instead is tested for impairment at least annually in accordance with ASC 350.

Goodwill acquired in a business combination and determined to have an indefinite useful life is not amortized,

but instead is tested for impairment at least annually in accordance with ASC 350.

The following table represents the changes in the carrying value of goodwill for the years ended December 31, 2024 and 2023 (amounts in thousands):

Balance as of December 31, 2022

Measurement period adjustment - BioFlex

Measurement period adjustment - Avitide

Cumulative translation adjustment

Balance as of December 31, 2022

Acquisition of FlexBiosys, Inc.

2 unchanged sentences

Balance as of December 31, 2023

Measurement period adjustment - Metenova

Acquisition of Tantti Laboratory Inc.

Cumulative translation adjustment

Balance as of December 31, 2024

During each of the fourth quarters of 2024, 2023 and 2022, the Company completed its annual impairment assessments and concluded that goodwill was not impaired in any of those years.

Intangible Assets

Intangible assets with a definitive life are amortized over their useful lives using the straight-line method, and the amortization expense is recorded within cost of product revenue and selling, general and administrative expense in the Company’s consolidated statements of comprehensive income.

Intangible assets with a definitive life are amortized over their useful lives using the straight-line method, and the amortization expense is recorded within cost of goods sold, research and development, and selling, general and administrative expense in the Company’s consolidated statements of comprehensive income.

2 unchanged sentences

If the asset is not found to be recoverable, it is written down to the estimated fair value of the asset based on the sum of the future discounted cash flows expected to result from the use and disposition of the asset.

If the estimate of an intangible asset’s remaining useful life is changed, the remaining carrying amount of

the intangible asset is amortized prospectively over the revised remaining useful life.

If the estimate of an intangible asset’s remaining useful life is changed, the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life.

The Company continues to believe that its definite-lived intangible assets are recoverable at December 31, 2024.

33 unchanged sentences

Total inventories, net

Assets Held for Sale

During the first quarter of 2024, the Company’s management decided it would explore a sale of the Company’s property located at 119 Fredon Springdale Road, Fredon, New Jersey (the “BioFlex Property”) and engaged a broker to assist with the sale process.

As a result of these actions, the Company determined that the sale of the BioFlex Property met the criteria to be classified as assets held-for-sale pursuant to ASC 360, “ Impairment and Disposal of Long-Lived Assets” beginning in the first quarter of 2024.

The sale of the BioFlex Property closed on August 2, 2024 and the Company recorded a gain of $ 0.2 million on the sale of the BioFlex Property to its condensed consolidated statement of comprehensive income (loss) for the year ended December 31, 2024.

Prepaid Expenses and Other Current Assets

23 unchanged sentences

Total accrued liabilities

The components of income before income taxes are as follows:

The components of income (loss) before income taxes are as follows:

For the Years Ended December 31,

(Amounts in thousands)

Income before income taxes

The components of the income tax provision are as follows:

(Loss) income before income taxes

The components of the income tax (benefit) provision are as follows:

For the Years Ended December 31,

(Amounts in thousands)

Components of the income tax provision:

Jurisdictional components of the income tax provision:

Components of the income tax (benefit) provision:

Jurisdictional components of the income tax (benefit) provision:

At December 31, 2024 , the Company had federal net operating loss carryforwards of $ 19.3 million, state net operating loss carryforwards of $ 11.9 million, and foreign net operating loss carryforwards of $ 26.0 million.

The state net operating loss carryforwards will expire at various dates through 2043 , while the federal and foreign net operating loss carryforwards have unlimited carryforward periods and do not expire.

At December 31, 2023 , the Company had federal and state business tax credits carryforwards of $ 5.0 million available to reduce future federal and state income taxes.

The federal net operating loss carryforwards have unlimited carryforward periods and do not expire.

The state net operating loss carryforwards will expire at various dates through 2044 .

Approximately $ 4.8 million of the foreign net operating loss carryforwards have unlimited carryforward periods and do not expire, while $ 21.2 million of the foreign net operating loss carryforwards will expire at various dates through 2034 .

At December 31, 2024, the Company had federal and state business tax credit carryforwards of $ 6.6 million available to reduce future federal and state income taxes.

The business tax credit carryforwards will expire at various dates through 2044.

The net operating loss and business tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and may be limited in the event of certain changes in the ownership interest of significant shareholders.

Net operating loss carryforwards and available tax credits are subject to review and possible adjustment by the Internal Revenue Service, state and foreign jurisdictions and may be limited in the event of certain changes in the ownership interest of significant stockholders.

The components of deferred income taxes are as follows:

15 unchanged sentences

Total net deferred tax liabilities

The net change in the total valuation allowance for the year ended December 31, 2023 and 2022 was an increase of approximately $ 1,000 and a decrease of approximately $ 0.7 million, respectively.

The net change in the total valuation allowance for the year ended December 31, 2024 and 2023 was an increase of approximately $ 497,000 and a increase of approximately $ 1,000 , respectively.

The reconciliation of the federal statutory rate to the effective income tax rate for the years ended December 31, 2024, 2023 and 2022 is as follows:

1 unchanged sentence

(Amounts in thousands, except percentages)

Income before income taxes

(Loss) income before income taxes

Expected tax at statutory rate

9 unchanged sentences

Contingent consideration

Nondeductible transactions cost

Loss on extinguishment of debt

1 unchanged sentence

Foreign exchange loss

Uncertain tax provisions

Change in U.S.

and foreign tax rates

Uncertain tax (benefit) provisions

Change in valuation allowance

Return to provision adjustments

Income tax provision

Income tax (benefit) provision

The Company’s tax returns are subject to examination by federal, state and foreign tax authorities.

3 unchanged sentences

The following is a tabular reconciliation of the total amounts of unrecognized tax benefits:

For the Years Ended December 31,

(Amounts in thousands)

2 unchanged sentences

of tax positions taken in the current period

Gross amounts of increases in unrecognized tax benefits as a result

Gross amounts of changes in unrecognized tax benefits as a result

of tax positions taken in the prior period

2 unchanged sentences

Included in the balance of unrecognized tax benefits as of December 31, 2024 , are $ 2.1 million of tax benefits that, if recognized, would affect the effective tax rate.

The Company classifies interest and penalties related to income taxes as components of its income tax provision.

The Company classifies interest and penalties related to income taxes as components of its income tax (benefit) provision.

In 2024, a net expense of approximately $ 58,000 , was recorded to the income tax provision related to interest and penalties while in 2023, a net expense of approximately $ 15,000 was recorded.

2 unchanged sentences

In 2021, the Organization of Economic Co-operation and Development announced an Inclusive Framework on Base Erosion and Profit Sharing with the goal of achieving consensus around substantial changes to international tax policies, including the implementation of a minimum global effective tax rate of 15 %.

We continue to evaluate the impacts of enacted legislation and

pending legislation in the tax jurisdictions in which we operate.

While various countries have implemented the legislation as of January 1, 2024, we do not expect a resulting material change to our income tax provision for the 2024 fiscal year.

We continue to evaluate the impacts of enacted legislation and pending legislation in the tax jurisdictions in which we operate.

While various countries have implemented the legislation as of January 1, 2024, and various countries continue to implement, we do not expect a resulting material change to our income tax provision for the 2025 fiscal year.

As of December 31, 2024 , the Company has accumulated undistributed earnings generated by its foreign subsidiaries of approximately $ 266.2 million.

14 unchanged sentences

At December 31, 2024, 1,479,932 shares were available for future grants under the 2018 Plan.

Former Chief Executive Officer Accounting Modifications

On June 12, 2024, upon approval by the Board, the Company entered into the Fourth Amended and Restated Employment Agreement (the “Transition Agreement”) with the Company's former Chief Executive Officer (“CEO”), Tony J.

Hunt, which amends and restates Mr.

Hunt's Third Amended and Restated Employment Agreement with the Company dated as of May 26, 2022.

Under the terms of the Transition Agreement, Mr.

Hunt relinquished his position as the Company's CEO effective September 1, 2024 (the “Transition Date”) and transitioned to a new role as Executive Chair of the Board beginning on the Transition Date (the “CEO Transition”).

It is anticipated that Mr.

Hunt will continue to be involved in the business as the

Executive Chair of the Board until March 2026 and will continue to be employed by the Company as an advisor thereafter, until March 2027.

Under the terms of the Transition Agreement and the award agreements governing Mr.

Hunt’s outstanding equity awards, Mr.

Hunt’s unvested stock awards will continue to vest in accordance with their original terms.

Furthermore, on June 28, 2024, the Company entered into an amendment (the “2024 Award Amendment”) to the equity awards granted to Mr.

Hunt in 2024, which consisted of a stock option, restricted stock units (“RSUs”) and performance stock units (“PSUs” and together the “2024 Grants”).

Pursuant to the terms of the 2024 Award Amendment, two-thirds of the 2024 Grants were forfeited, which equates to 32,776 shares of the Company’s common stock.

Hunt’s unvested equity awards continue to vest in accordance with their original terms and there has been no amendment to Mr.

Hunt’s outstanding equity awards other than the 2024 Award Amendment, the Company determined that under ASC 718, “Compensation - Stock Compensation”, the CEO Transition represented a significant reduction in Mr.

Hunt’s operating role with the Company for accounting purposes.

This determination resulted in a Type III accounting modification of certain of Mr.

Hunt’s unvested stock awards (improbable to probable) under ASC 718 (the “Equity Modification”) on June 12, 2024.

As a result, for accounting purposes only, Mr.

Hunt’s unvested awards were deemed cancelled and a new grant issued for his unvested shares with the value of these awards recalculated using a price of $ 136.00 per share, which was the opening stock price of the first day of trading following the public announcement of the CEO Transition.

As a result of the Equity Modification, the Company recognized stock-based compensation expense for the modified awards of $ 22.4 million over the remaining requisite service period, which the Company determined to be between June 13, 2024 and September 1, 2024 and represented the remaining service period of Mr.

Hunt’s role as CEO.

The Company determined that the PSUs granted to Mr.

Hunt in 2022 and 2023 should be accounted for as a Type IV accounting modification (improbable to improbable) in accordance with ASC 718, because vesting conditions before and after June 12, 2024 were improbable of being achieved.

As a result of the Equity Modification and the forfeiture of the pro-rata portion of Mr.

Hunt’s 2024 Grants, the Company recognized $ 22.4 million of incremental stock-based compensation expense for the year ended December 31, 2024.

Stock Issued for Earnout Payment

In April 2024, the Company issued 28,638 shares of its common stock to former securityholders of Avitide to satisfy the contingent consideration obligation established under the Agreement and Plan of Merger and Reorganization (the “Avitide Agreement”) which the Company entered into as part of the acquisition of Avitide in September 2021.

In March 2024, the Company issued 2,770 shares of its common stock to former securityholders of FlexBiosys to satisfy the contingent consideration obligation established under the FlexBiosys Agreement, which the Company entered into as part of the acquisition of FlexBiosys in April 2023.

The shares issued to FlexBiosys represent 20 % of the earnout consideration earned in the First Earnout Year (as defined in the FlexBiosys Agreement) and the shares issued to Avitide represents 50 % of the earnout consideration earned in the Second Earnout Year (as defined in the Avitide Agreement).

In May 2023, the Company issued 42,621 shares of its common stock to former securityholders of Avitide to satisfy the contingent consideration obligation established under the Agreement and Plan of Merger and Reorganization (the “Avitide Agreement”) which the Company entered into as part of the Avitide Acquisition.

33 unchanged sentences

Vested and expected to vest at December 31, 2024 (2)

(1) Includes 13,057 options forfeited pursuant to the 2024 Award Amendment discussed above under “ Chief Executive Officer Accounting Modifications.

(2) Represents the number of vested options as of December 31, 2024 plus the number of unvested options expected to vest as of December 31, 2024, based on the unvested outstanding options at December 31, 2024 adjusted for estimated forfeiture rates of 8 % for awards granted to non-executive level employees and 3 % for awards granted to executive level employees.

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the closing price of the common stock on December 29, 2023, the last business day of 2023, of $ 179.80 per share and the exercise price of each in-the-money option) that would have been received by the option holders had all option holders exercised their options on

December 31, 2023.

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the closing price of the common stock on December 31, 2024, the last business day of 2024, of $ 143.94 per share and the exercise price of each in-the-money option) that would have been received by the option holders had all option holders exercised their options on December 31, 2024.

The aggregate intrinsic value of stock options exercised during the years ended December 31, 2024, 2023 and 2022 was $ 10.4 million, $ 5.8 million and $ 14.1 million, respectively.

10 unchanged sentences

Vested and expected to vest at December 31, 2024 (2)

(1) Includes 13,146 RSUs and 6,573 PSUs forfeited pursuant to the 2024 Award Amendment discussed above under “ Chief Executive Officer Accounting Modifications.

(2) Represents the number of vested stock units as of December 31, 2024, plus the number of unvested stock units expected to vest as of December 31, 2024, based on the unvested outstanding stock units at December 31, 2024 adjusted for estimated forfeiture rates of 8 % for awards granted to non-executive level employees and 3 % for awards granted to executive level employees.

9 unchanged sentences

The Company agreed to pay Daylight (i) an initial, one-time, non-refundable, non-creditable upfront cash payment and (ii) certain quarterly royalty payments.

The Daylight Agreement was amended in 2024 to extend the License Agreement one additional year.

Pursuant to the Daylight Agreement, the Company obtains the exclusive, non-transferrable, right and license to use specifically in the field of bioprocessing, the Daylight intellectual property called Culpeo ® QCL-IR Liquid Analyzer (“Culpeo”), which is a compact, intelligent spectrometer that uses the power of quantum cascade lasers to analyze and identify chemicals.

Under the Daylight Agreement, the Company assumes responsibility for the commercialization and sale of Culpeo, in addition to the ability

to incorporate the intellectual property into optimized products over the term of the Daylight Agreement.

Daylight Agreement, the Company assumes responsibility for the commercialization and sale of Culpeo, in addition to the ability to incorporate the intellectual property into optimized products over the term of the Daylight Agreement.

Daylight will continue to sell the products in the specified fields of Aerospace and Defense.

14 unchanged sentences

In the normal course of business, the Company has entered into purchase orders and other agreements with manufacturers, distributors and others.

Outstanding obligations at December 31, 2023 of $ 34.3 million are expected to be completed within one year.

Outstanding obligations, inclusive of minimum purchase commitments, at December 31, 2024 were $ 37.9 million.

Future commitments to be settled in one year is $ 31.0 million, $ 5.3 million to be settled in one to three years, and $ 1.6 million to be settled in three to five years.

Legal Proceedings

10 unchanged sentences

Principal amount

Unamortized debt discount

Unamortized debt issuance costs

2 unchanged sentences

Principal amount

Unamortized debt discount

Unamortized debt issuance costs

4 unchanged sentences

The Company evaluated the Exchange Transaction and determined approximately $ 29.6 million of the $ 217.7 million principal of the exchanged 2019 Notes should be accounted for as extinguishments of debt and approximately $ 188.1 million should be accounted for as modification of debt.

As a result, we recognized a $ 12.7 million loss on extinguishment of debt in our consolidated statements of comprehensive income for the year ended December 31, 2023, inclusive of $ 0.1 million of unamortized debt issuance costs.

Under modification accounting, the carrying amount of the modified 2019 Notes was reduced by $ 2.8 million, with a corresponding increase to additional paid-in capital, to account for the increase in the fair value of the embedded conversion option, representing a debt discount of the modified 2019 Notes.

The aggregate debt discount of $ 82.1 million, comprised of $ 79.3 million increase in principal of the modified 2019 Notes and a $ 2.8 million increase in the fair value of the embedded conversion option, is as a direct reduction from the carrying value of the convertible debt on our consolidated balance sheets.

This amount will be accreted into interest expense in the consolidated statements of comprehensive income using the effective interest method over the term of the 2023 Notes.

As a result, the Company recognized a $ 12.7 million loss on extinguishments of debt in its consolidated statements of comprehensive income (loss) for the year ended December 31, 2023, inclusive of $ 0.1 million of unamortized debt issuance costs.

Under debt modification accounting, the carrying amount of the modified 2019 Notes was reduced by $ 2.8 million, with a corresponding increase to additional paid-in capital, to account for the increase in the fair value of the embedded conversion option, representing a debt discount of the modified 2019 Notes.

The aggregate debt discount of $ 67.7 million as of December 31, 2024, is comprised of $ 65.5 million increase in principal of the modified 2019 Notes and a $ 2.2 million increase in the fair value of the embedded conversion option.

These amounts are presented as a direct reduction from the carrying value of the convertible debt in their respective periods in our consolidated balance sheets.

This amount is being accreted into interest expense in the consolidated statements of comprehensive income (loss) using the effective interest method over the term of the 2023 Notes.

Proceeds from the Subscription Transactions were $ 276.1 million, net of debt issuance costs of $ 13.9 million.

1 unchanged sentence

The Company will amortize the $ 7.8 million of debt issuance costs of the 2023 Notes into amortization of debt issuance costs in the Company’s consolidated statements of comprehensive income over the remaining term of the 2023 Notes.

The carrying value of the 2023 Notes of $ 510.1 million is included in long-term debt on the Company's consolidated balance sheets as of December 31, 2023.

The carrying value of the 2023 Notes of $ 525.6 million and $ 510.1 million is included in long-term debt on the Company's condensed consolidated balance sheets as of December 31, 2024 and 2023, respectively.

The Company used $ 14.4 million of the proceeds from the Subscription Transactions to repurchase shares of its common stock from certain purchasers of the 2023 Notes.

12 unchanged sentences

In addition, if certain “make-whole fundamental changes” (as defined in 2023 Notes Indenture) occur or the Company calls all or a portion of the 2023 Notes for redemption, the Company will, in certain circumstances, increase the conversion rate for any 2023 Notes converted in connection with such make-whole fundamental change or any 2023 Notes called for redemption that are converted during the related redemption period.

Interest expense recognized on the 2023 Notes in 2023 wa s $ 0.2 million and $ 0.6 million for the contractual coupon interest and accretion of the debt discount, respectively.

Amortization of debt issuance costs recorded in 2023 related to the 2023 Notes was $ 6.3 mill ion, which includes the $ 6.2 million of debt issuance costs recorded under modification accounting mentioned above and $ 0.1 million amortization of debt issuance costs related to the capitalized portion of the costs.

Interest expense recognized on the 2023 Notes in 2024 was $ 6.0 million and $ 13.7 million for the contractual coupon interest and accretion of the debt discount, respectively.

Amortization of debt issuance costs recorded in 2024 related to the 2023 Notes was $ 1.6 million.

The effective interest rate on the 2023 Notes is 4.39 %, which included the interest on the 2023 Notes and amortization of the debt discount and issuance costs.

8 unchanged sentences

T he Company issued $ 287.5 million aggregate principal amount of the 2019 Notes on July 19, 2019 in a transaction which included the underwriters’ exercise in full of an option to purchase an additional $ 37.5 million aggregate principal amount of 2019 Notes (the “Notes Offering”).

The net proceeds of the Notes Offering, after deducting underwriting discounts and

commissions and other related offering expenses payable by the Company, were approximately $ 278.5 million.

Immediately following the closing of the Exchange Transaction mentioned above, $ 69.7 million in aggregate principal amount of the 2019 Notes remain outstanding.

The net proceeds of the Notes Offering, after deducting underwriting discounts and commissions and other related offering expenses payable by the Company, were approximately $ 278.5 million.

following the closing of the Exchange Transaction mentioned above, $ 69.7 million in aggregate principal amount of the 2019 Notes remain outstanding.

The 2019 Notes are senior, unsecured obligations of the Company, and bear interest at a rate of 0.375 % per year.

10 unchanged sentences

During the fourth quarter of 2023, the closing price of the Company’s common stock exceeded 130 % of the conversion price of the 2019 Notes for more than 20 trading days of the last 30 consecutive trading days of the quarter.

As a result, the 2019 Notes are convertible at the option of the holders of the 2019 Notes during the first quarter of 2024, the quarter immediately following the quarter when conditions are met, as stated in the terms of the 2019 Notes.

These conditions have been met each quarter since the third quarter of 2020.

As a result, as of the date of this filing and prior to the Exchange Transaction mentioned above, the Company received requests to convert $ 0.2 million aggregate principal amount of the 2019 Notes and all but $ 0.1 million of the requests have been settled as of December 31, 2023.

The remaining outstanding requests for conversions will settle in the first quarter of 2024.

The conversions resulted in the issuance of a nominal number of shares of the Company’s common stock to the note holders.

Because the 2019 Notes mature within one year of the report date, the Company classifies the carrying value of the 2019 Notes of $ 69.5 million as current liabilities on the Company's consolidated balance sheets at December 31, 2023.

As a result, the remaining $ 69.7 million aggregate principal amount of 2019 Notes were convertible at the option of the holders of the 2019 Notes during the first quarter of 2024.

During 2024, $ 0.2 million aggregate principal amount of the 2019 Notes converted, bringing the remaining outstanding 2019 Notes to $ 69.5 million in aggregate principal amount.

The remaining 2019 Notes matured and were paid off in full on July 15, 2024.

The Company irrevocably elected to settle the conversion of the 2019 Notes using a combination of cash and the Company’s common stock, settling the par value of the 2019 Notes in cash and any excess conversion premium in shares.

In connection with the conversion, the Company paid $ 69.6 million in cash, which included principal and accrued interest, and issued 100,944 shares of the Company’s common stock representing the conversion premium.

Prior to the adoption of ASU 2020-06, the Company accounted for the 2019 Notes as a liability and equity component where the carrying value of the liability component was valued based on a similar debt instrument.

7 unchanged sentences

Transaction costs related to the liability component were $ 7.4 million and are amortized to interest expense using the effective interest method over the five-year term of the 2019 Notes.

Transaction costs attributable to the equity component were $ 1.6

million and are netted with the equity component of the 2019 Notes in stockholders' equity of the Company's consolidated balance sheets.

Transaction costs attributable to the equity component were $ 1.6 million and are netted with the equity component of the 2019 Notes in stockholders' equity of the Company's consolidated balance sheets.

Additionally, the Company recorded a net deferred tax liability of $ 11.4 million.

5 unchanged sentences

Since the 2019 Notes are classified as a single liability, there is no debt discount required to be amortized in 2022.

Contractual coupon interest expense related to the 2019 Notes was $ 1.0 million in 2023 and the Company recorded $ 1.8 mill ion of amortization of the debt issuance costs related to the 2019 Notes as well.

The effective interest rate on the 2019 Notes is 1.02 %, which included the interest on the 2019 Notes and amortization of the debt issuance costs.

As of December 31, 2023, the carrying value of the 2019 Notes was $ 69.5 million and the fair value of the principal was $ 109.8 million.

The fair value of the 2019 Notes was determined based on the most recent trade activity of the 2019 Notes as of December 31, 2023.

The indenture governing the 2019 Notes contains customary terms and events of default.

If an event of default (other than certain events of bankruptcy, insolvency or reorganization involving the Company) occurs and is continuing, the holders of at least 25 % in aggregate principal amount of the outstanding 2019 Notes may declare 100 % of the principal of, and any accrued and unpaid interest on, all of the 2019 Notes to be due and payable.

Upon the occurrence of certain events of bankruptcy, insolvency or reorganization involving the Company, 100 % of the principal of and accrued and unpaid interest, if any, on all of the 2019 Notes will become due and payable automatically.

Notwithstanding the foregoing, the 2019 Notes provide that, to the extent the Company elects and for up to 360 days, the sole remedy for an event of default relating to certain failures by the Company to comply with certain reporting covenants consist exclusively of the right to receive additional interest on the 2019 Notes.

The Company is not aware of any events of default, current events or market conditions that would allow holders to declare the principal of, and any accrued and unpaid interest on, all of 2019 Notes to be due and payable.

Contractual coupon interest expense related to the 2019 Notes was $ 0.1 million in 2024 and the Company recorded $ 0.2 mill ion of amortization of the debt issuance costs related to the 2019 Notes.

Employee Benefit Plans

15 unchanged sentences

The lease amounts paid to the Trust prior to the public offering were negotiated in connection with the acquisition of Spectrum.

The Company incurred rent expense related to these leases totaling $ 0.7 million for the years ended December 31, 2023, 2022 and 2021 .

The Company incurred rent expense related to these leases totaling $ 0.6 million, $ 0.7 million and $ 0.7 million for the years ended December 31, 2024, 2023 and 2022 .

Subsequent Events

Acquisition of Bioprocessing Analytics Portfolio from 908 Devices Inc.

On March 4, 2025, the Company entered into a Securities and Asset Purchase Agreement with 908 Devices Inc.

("908 Devices") to acquire their desktop portfolio of four devices for bioprocessing process analytical technology (PAT) applications.

908 Devices is headquartered in Boston, Massachusetts.

The addition of these desktop assets complements and strengthens Repligen’s differentiated PAT portfolio that provides its biopharmaceutical and CDMO customers with actionable insights to optimize development processes and improve manufacturing efficiencies.

The Company will account for the 908 Devices Acquisition as a purchase of a business under the acquisition method of accounting and has engaged a third-party valuation firm to assist with the valuation of the business acquired.

The required disclosures under ASC 805, "Business Combinations" will be included in the Quarterly Report on Form 10-Q for the period ended March 31, 2025.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures