REPLIGEN CORP 10-K

ITEM 9A. CONTROLS AND PROCEDURES (a) Disclosure Controls and Procedures. 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, 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. Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s Board of Directors (“Board”), management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles and includes those policies and procedures that: • pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; • 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 • 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. 52 Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024. In making this assessment, management used the criteria established in Internal Control – Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (COSO). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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 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: 1. 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. 2. 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: 1. 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. 2. 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 53 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; and • 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; and • 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. 54 (c) Attestation Report of the 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 Opinion on Internal Control Over Financial Reporting 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 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. 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 Tantti Laboratory Inc. (“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 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 The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Report of Management on Internal Control Over Financial Reporting. 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 55 Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (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; 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. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Boston, Massachusetts March 13, 2025 (d) Changes in 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. ITEM 9B. OTHER INFORMATION Director and Officer Trading Plans and Arrangements During the fourth quarter of 2024, Tony J. 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 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 56 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. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 57 PART III Pursuant to General Instructions G to Form 10-K, the information required for Part III, Items 10, 11, 12, 13 and 14, is incorporated herein by reference from the Company’s proxy statement for the 2025 Annual Meeting of Stockholders. 58 PART IV ITEM 15. EXHIBITS AND FINAN CIAL STATEMENT SCHEDULES The following documents are filed as part of this Annual Report on Form 10-K ("Form 10-K"): (a) (1) Financial Statements : The financial statements required by this item are submitted in a separate section beginning on page 68 of this report, as follows: Page Report of Independent Registered Public Accounting Firm 66 Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023 68 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2024, 2023 and 2022 69 Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2024, 2023 and 2022 70 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022 71 Notes to Consolidated Financial Statements 73 (a) (2) Financial Statement Schedules : None. (a) (3) Exhibits : The Exhibits which are filed as part of this Form 10-K or which are incorporated by reference are set forth in the Exhibit Index hereto. 59 EXHIBIT INDEX Exhibit Number Document Description 3.1 Restated Certificate of Incorporation dated June 30, 1992, as amended September 17, 1999 (filed as Exhibit 3.1 to Repligen Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1999 and incorporated herein by reference). 3.2 Certificate of Amendment to the Certificate of Incorporation of Repligen Corporation, effective as of May 16, 2014 (filed as Exhibit 3.1 to Repligen Corporation’s Current Report on Form 8-K filed on May 19, 2014 and incorporated herein by reference). 3.3 Certificate of Amendment to the Certificate of Incorporation of Repligen Corporation, effective as of May 19, 2023 (filed as Exhibit 3.1 to Repligen Corporation's Current Report on Form 8-K filed on May 22, 2023 and incorporated herein by reference). 3.4 Third Amended and Restated Bylaws (filed as Exhibit 3.1 to Repligen Corporation’s Current Report on Form 8-K filed on January 28, 2021 and incorporated herein by reference). 4.1 Specimen Stock Certificate (filed as Exhibit 4.1 to Repligen Corporation’s Annual Report on Form 10-K for the year ended March 31, 2002 and incorporated herein by reference). 4.2 Base Indenture, dated as of July 19, 2019, by and between Repligen Corporation and Wilmington Trust, National Association (filed as Exhibit 4.1 to Repligen Corporation’s Current Report on Form 8-K filed on July 22, 2019 and incorporated herein by reference). 4.3 First Supplemental Indenture, dated as of July 19, 2019, by and between Repligen Corporation and Wilmington Trust, National Association (filed as Exhibit 4.2 to Repligen Corporation’s Current Report on Form 8-K filed on July 22, 2019 and incorporated herein by reference). 4.4 Second Supplemental Indenture, dated as of March 4, 2022, by and between Repligen Corporation and Wilmington Trust, National Association, as trustee (filed as Exhibit 4.1 to Repligen Corporation's Form 8-K filed on March 8, 2022). 4.5 Form of 0.375% Convertible Senior Notes due 2024 (included in Exhibit 4.3). 4.6 Base Indenture, dated as of December 14, 2023, by and between Repligen Corporation and Wilmington Trust, National Association (filed as Exhibit 4.1 to Repligen Corporation's Current Report on Form 8-K filed on December 15, 2023 and incorporated herein by reference). 4.7 Form of 1.00% Convertible Senior Notes due 2028 (included in Exhibit 4.6). 4.8 Description of Certain Registrant’s Securities (filed as Exhibit 4.5 to Repligen Corporation’s Annual Report on Form 10-K for the year ended December 31, 2019 and incorporated by reference). 10.1* Repligen Executive Incentive Compensation Plan (filed as Exhibit 10.1 to Repligen Corporation’s Current Report on Form 8-K filed on December 14, 2005 and incorporated herein by reference). 10.2 Lease Between Repligen Corporation as Tenant and West Seyon LLC as Landlord, 35 Seyon Street, Waltham, MA (as amended to date) (filed as Exhibit 10.4 to Repligen Corporation’s Annual Report on Form 10-K for the year ended December 31, 2019 and incorporated herein by reference). 10.3# Strategic Supplier Alliance Agreement dated January 28, 2010 by and between Repligen Corporation and GE Healthcare Bio-Sciences AB (as amended to date) (filed as Exhibit 10.1 to Repligen Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 and incorporated herein by reference). 10.4* Repligen Corporation Amended and Restated 2012 Stock Option and Incentive Plan (filed as Exhibit 99.1 to Repligen Corporation’s Form S-8 filed on June 2, 2014 and incorporated herein by reference). 60 10.5* Repligen Corporation Amended and Restated Non-Employee Directors' Compensation Policy. 10.6 Form of Indemnification Agreement (filed as Exhibit 10.1 to Repligen Corporation’s Current Report on Form 8-K filed on May 12, 2016 and incorporated herein by reference). 10.7 Lease Agreement, dated February 6, 2018, by and between Repligen Corporation and U.S. REIF 111 Locke Drive Massachusetts, LLC (filed as Exhibit 10.1 to Repligen Corporation’s Current Report on Form 8-K filed on February 8, 2018 and incorporated herein by reference). 10.8* 2018 Repligen Corporation Stock Option and Incentive Plan (filed as Exhibit 10.1 to Repligen Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 and incorporated herein by reference). 10.9* Letter Agreement, dated as of September 3, 2016 by and between Repligen Corporation and Ralf Kuriyel (filed as Exhibit 10.17 to Repligen Corporation’s Annual Report on Form 10-K for the year ended December 31, 2018 and incorporated herein by reference). 10.10* 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). 10.11* 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). 10.12* 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). 10.14 First Amendment to Lease Agreement, dated as of July 7, 2020 by and between Repligen Corporation and U.S. REIF 111 Locke Drive Massachusetts, LLC (filed as Exhibit 10.1 to Repligen Corporation’s Current Report on Form 8-K filed on July 10, 2020 and incorporated herein by reference). 10.15* 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). 19.1 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). 21.1+ Subsidiaries of the Registrant. 23.1+ Consent of Ernst & Young LLP, Independent Registered Accounting Firm. 24.1+ Power of Attorney (included on signature page). 31.1+ Rule 13a-14(a)/15d-14(a) Certification. 31.2+ Rule 13a-14(a)/15d-14(a) Certification. 32.1++ Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1 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). 101.INS 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. 101.SCH Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents. 104 Cover page formatted as Inline XBRL and contained in Exhibits 101. # Confidential treatment obtained as to certain portions. 61 * Management contract or compensatory plan or arrangement. + 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. Upon the request of any stockholder entitled to vote at the 2025 Annual Meeting, the Registrant will furnish that person without charge a copy of any exhibits listed above. Requests should be addressed to Repligen Corporation, 41 Seyon Street, Waltham, MA 02453. ITEM 16. 10 -K SUMMARY We may voluntarily include a summary of information required by Annual Report on Form 10-K under Item 16. We have elected not to include such summary information. 62 SIGNAT URES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. REPLIGEN CORPORATION Date: March 13, 2025 By: / S / O LIVIER L OEILLOT Oliver Loeillot Chief Executive Officer 63 POWER OF ATTORNEY 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. Signature Title Date / S / O LIVIER L OEILLOT Oliver Loeillot Chief Executive Officer and Director (Principal Executive Officer) March 13, 2025 / S / J ASON K. G ARLAND Jason K. Garland Chief Financial Officer (Principal Financial and Accounting Officer) March 13, 2025 / S / T ONY J. H UNT Tony J. Hunt Executive Chair of the Board March 13, 2025 / S / K AREN D AWES Karen Dawes Lead Independent Director March 13, 2025 / S / N ICOLAS M. B ARTHELEMY Nicolas M. Barthelemy Director March 13, 2025 / S / C ARRIE E GLINTON M ANNER Carrie Eglinton Manner Director March 13, 2025 /S/ K ONSTANTIN K ONSTANTINOV Konstantin Konstantinov Director March 13, 2025 / S / M ARTIN D. M ADAUS Martin D. Madaus Director March 13, 2025 / S / R OHIN M HATRE Rohin Mhatre Director March 13, 2025 / S / G LENN P. M UIR Glenn P. Muir Director March 13, 2025 / S / M ARGARET A. P AX Margaret A. Pax Director March 13, 2025 64 INDEX TO FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm 66 Consolidated Balance Sheets as of December 31, 2024 and 2023 68 Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2024, 2023 and 2022 69 Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2024, 2023 and 2022 70 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022 71 Notes to Consolidated Financial Statements 73 65 REPORT OF INDEPENDENT REGIST ERED PUBLIC ACCOUNTING FIRM To the Stockholders and the Board of Directors of Repligen Corporation: Opinion on the 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, 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 These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. 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. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. 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 the Matter 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 66 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. How We Addressed the Matter in Our Audit We tested the Company's controls over its accounting for acquisitions. 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 We have served as the Company’s auditor since 2002. Boston, Massachusetts March 13, 2025 67 REPLIGEN CORPORATION CONSOLIDATED B ALANCE SHEETS (Amounts in thousands, except share data) December 31, December 31, 2024 2023 ASSETS Current assets: Cash and cash equivalents $ 757,355 $ 751,323 Accounts receivable, net of reserves of $ 1,832 and $ 2,122 at December 31, 2024 and December 31, 2023, respectively 134,115 124,161 Inventories, net 142,964 202,321 Prepaid expenses and other current assets 31,607 33,541 Total current assets 1,066,041 1,111,346 Noncurrent assets: Property, plant and equipment, net 197,738 207,440 Intangible assets, net 397,897 406,957 Goodwill 1,030,995 987,120 Deferred tax assets 749 1,530 Operating lease right of use assets 135,378 115,515 Other noncurrent assets 868 1,277 Total noncurrent assets 1,763,625 1,719,839 Total assets $ 2,829,666 $ 2,831,185 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 32,134 $ 19,563 Operating lease liability 15,104 5,631 Current contingent consideration 17,126 12,983 Accrued liabilities 62,423 57,313 Convertible Senior Notes due 2024, net — 69,452 Total current liabilities 126,787 164,942 Noncurrent liabilities: Convertible Senior Notes due 2028, net 525,567 510,143 Deferred tax liabilities 22,775 39,324 Noncurrent operating lease liability 145,576 126,578 Noncurrent contingent consideration 19,662 14,070 Other noncurrent liabilities 16,581 11,283 Total noncurrent liabilities 730,161 701,398 Total liabilities 856,948 866,340 Commitments and contingencies (Note 14) Stockholders' equity: Preferred stock, $ 0.01 par value, 5,000,000 shares authorized, no shares issued or outstanding — — Common stock, $ 0.01 par value; 80,000,000 shares authorized; 56,091,677 shares at December 31, 2024 and 55,766,078 shares at December 31, 2023 issued and outstanding 561 558 Additional paid-in capital 1,617,336 1,569,227 Accumulated other comprehensive loss ( 52,533 ) ( 37,808 ) Retained earnings 407,354 432,868 Total stockholders’ equity 1,972,718 1,964,845 Total liabilities and stockholders’ equity $ 2,829,666 $ 2,831,185 The accompanying notes are an integral part of these consolidated financial statements. 68 REPLIGEN CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Amounts in thousands, except per share data) For the Years Ended December 31, 2024 2023 2022 Revenue: Products $ 634,178 $ 631,979 $ 801,183 Royalty and other revenue 261 383 353 Total revenue 634,439 632,362 801,536 Costs and operating expenses: Cost of goods sold 359,794 353,922 345,830 Research and development 43,200 42,722 43,936 Selling, general and administrative 263,368 218,584 215,829 Contingent consideration 3,191 ( 30,569 ) ( 28,729 ) Total costs and operating expenses 669,553 584,659 576,866 Income (loss) from operations ( 35,114 ) 47,703 224,670 Other income (expenses): Investment income 35,827 24,135 6,978 Interest expense ( 20,731 ) ( 2,503 ) ( 1,162 ) Loss on extinguishment of debt — ( 12,676 ) — Amortization of debt issuance costs ( 1,843 ) ( 8,075 ) ( 1,815 ) Other income (expenses) ( 5,174 ) 8,123 ( 9,531 ) Other income (expenses), net 8,079 9,004 ( 5,530 ) (Loss) income before income taxes ( 27,035 ) 56,707 219,140 Income tax (benefit) provision ( 1,521 ) 21,111 33,181 Net (loss) income $ ( 25,514 ) $ 35,596 $ 185,959 (Loss) earnings per share: Basic $ ( 0.46 ) $ 0.64 $ 3.35 Diluted $ ( 0.46 ) $ 0.63 $ 3.24 Weighted average common shares outstanding: Basic 55,937 55,720 55,460 Diluted 55,937 56,377 57,455 Net (loss) income $ ( 25,514 ) $ 35,596 $ 185,959 Other comprehensive income (loss): Foreign currency translation adjustment ( 14,725 ) ( 3,414 ) ( 17,508 ) Comprehensive income (loss) $ ( 40,239 ) $ 32,182 $ 168,451 The accompanying notes are an integral part of these consolidated financial statements. 69 REPLIGEN CORPORATION CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Amounts in thousands, except share data) Common Stock Number of Shares (#) Par Value Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Accumulated Earnings/ (Deficit) Total Stockholders' Equity Balance at December 31, 2021 55,321,457 $ 553 $ 1,572,340 $ ( 16,886 ) $ 194,060 $ 1,750,067 Net income — — — — 185,959 185,959 Issuance of common stock for debt conversion 21 1 ( 7 ) — — ( 6 ) Exercise of stock options and vesting of stock units 326,192 3 3,704 — — 3,707 Tax withholding on vesting of restricted stock units ( 89,972 ) ( 1 ) ( 17,017 ) — — ( 17,018 ) Stock-based compensation expense — — 27,316 — — 27,316 Impact of the adoption of ASU 2020-06 — — ( 39,070 ) — 17,253 ( 21,817 ) Translation adjustment — — — ( 17,508 ) — ( 17,508 ) Balance at December 31, 2022 55,557,698 $ 556 $ 1,547,266 $ ( 34,394 ) $ 397,272 $ 1,910,700 Net income, as restated — — — — 35,596 35,596 Issuance of common stock for debt conversion 8 — ( 13 ) — — ( 13 ) Exercise of stock options and vesting of stock units 251,886 3 1,073 — — 1,076 Repurchase of common stock ( 92,090 ) ( 1 ) ( 14,385 ) — — ( 14,386 ) Tax withholding on vesting of restricted stock units ( 77,759 ) ( 1 ) ( 13,226 ) — — ( 13,227 ) Issuance of common stock pursuant to the acquisition of FlexBiosys, Inc. 31,415 — 5,465 — — 5,465 Issuance of common stock pursuant to the acquisition of Metenova Holding AB 52,299 1 8,103 — — 8,104 Issuance of common stock pursuant to the Avitide, Inc. contingent consideration earnout payment 42,621 — 7,229 — — 7,229 Stock-based compensation expense — — 25,575 — — 25,575 Convertible note modification — — 2,791 — — 2,791 Deferred tax impact on conversion feature — — ( 651 ) — — ( 651 ) Translation adjustment — — — ( 3,414 ) — ( 3,414 ) Balance at December 31, 2023 55,766,078 $ 558 $ 1,569,227 $ ( 37,808 ) $ 432,868 $ 1,964,845 Net loss — — — — ( 25,514 ) ( 25,514 ) Conversion of debt 100,944 1 ( 115 ) — — ( 114 ) Exercise of stock options and vesting of stock units 248,108 3 4,294 — — 4,297 Tax withholding on vesting of restricted stock units ( 54,861 ) ( 1 ) ( 9,882 ) — — ( 9,883 ) Issuance of common stock pursuant to contingent consideration earnout payments 31,408 — 5,742 5,742 Stock-based compensation expense — — 48,070 — — 48,070 Translation adjustment — — — ( 14,725 ) — ( 14,725 ) Balance at December 31, 2024 56,091,677 $ 561 $ 1,617,336 $ ( 52,533 ) $ 407,354 $ 1,972,718 The accompanying notes are an integral part of these consolidated financial statements. 70 REPLIGEN CORPORATION CONSOLIDATED STATEM ENTS OF CASH FLOWS (Amounts in thousands) For the Years Ended December 31, 2024 2023 2022 Cash flows from operating activities: Net (loss) income $ ( 25,514 ) $ 35,596 $ 185,959 Adjustments to reconcile net (loss) income to net cash provided by operating activities: Inventory step-up charges — 1,238 — Depreciation and amortization 69,673 68,556 50,985 Amortization of debt discount and issuance costs 15,588 2,448 1,815 Stock-based compensation 48,070 25,575 27,316 Deferred income taxes, net ( 16,790 ) 1,175 ( 1,352 ) Contingent consideration 3,191 ( 30,569 ) ( 28,729 ) Non-cash interest income — ( 2,023 ) — Loss on extinguishment of debt — 12,676 — Loss on fixed asset abandonment 3,596 — — Operating lease right of use asset amortization 16,889 17,558 6,027 Other ( 230 ) 1,783 ( 100 ) Changes in operating assets and liabilities, excluding impact of acquisitions: Accounts receivable ( 14,031 ) ( 3,312 ) ( 3,596 ) Inventories 56,895 40,973 ( 57,204 ) Prepaid expenses and other assets 1,553 ( 13,333 ) 2,396 Other assets 471 ( 461 ) ( 231 ) Accounts payable 12,898 ( 9,803 ) ( 8,197 ) Accrued expenses 6,106 ( 21,518 ) ( 2,019 ) Operating lease liability ( 8,292 ) ( 12,728 ) ( 1,953 ) Long-term liabilities 5,321 87 966 Total cash provided by operating activities 175,394 113,918 172,083 Cash flows from investing activities: Purchase of marketable securities held to maturity — — ( 100,000 ) Redemption of marketable securities — 102,323 — Additions to capitalized software costs ( 4,222 ) ( 2,766 ) ( 3,512 ) Acquisitions, net of cash acquired ( 54,765 ) ( 186,642 ) — Purchases of property, plant and equipment ( 25,677 ) ( 36,222 ) ( 84,834 ) Purchase of intellectual property ( 3,006 ) — ( 45,000 ) Other investing activities 1,287 32 110 Total cash used in investing activities ( 86,383 ) ( 123,275 ) ( 233,236 ) Cash flows from financing activities: Repurchase of common stock — ( 14,386 ) — Proceeds from issuance of 2023 Convertible Senior Notes — 290,094 — Proceeds from exercise of stock options 4,294 1,076 3,707 Payment of debt issuance costs — ( 7,253 ) — Payment of tax withholding obligation on vesting of restricted stock units ( 9,882 ) ( 13,227 ) ( 17,018 ) Payment of earnout consideration ( 7,375 ) ( 7,298 ) — Repayment of Convertible Senior Notes ( 69,939 ) — — Other financing activities — ( 45 ) ( 26 ) Total cash (used in) provided by financing activities ( 82,902 ) 248,961 ( 13,337 ) Effect of exchange rate changes on cash and cash equivalents ( 77 ) ( 11,739 ) ( 5,866 ) Net increase (decrease) in cash and cash equivalents 6,032 227,865 ( 80,356 ) Cash and cash equivalents, beginning of period 751,323 523,458 603,814 Cash and cash equivalents, end of period $ 757,355 $ 751,323 $ 523,458 Supplemental disclosure of cash flow information: Income taxes paid $ 19,298 $ 26,963 $ 34,365 Interest paid $ 6,070 $ 988 $ 1,033 Supplemental disclosure of non-cash investing and financing activities: Assets acquired under operating leases $ 37,894 $ 4,335 $ 29,126 Fair value of shares of common stock issued for acquisitions $ — $ 13,569 $ — Fair value of shares of common stock issued for contingent consideration earnouts $ 5,742 $ 7,229 $ — Acquisition date fair value of contingent consideration earnouts $ 19,738 $ 6,640 $ — Acquisition of intangible assets and issuance of financing liability $ — $ — $ 6,948 Issuance of 2023 Notes in exchange of 2019 Notes $ — $ 42,179 $ — Extinguished 2019 Notes $ — $ 29,634 $ — 71 The accompanying notes are an integral part of these consolidated financial statements. 72 REPLIGEN CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Organization and Nature of Business Repligen Corporation (NASDAQ: RGEN) is a global life sciences company that develops and commercializes highly innovative bioprocessing technologies and systems that increase efficiencies and flexibility in the process of manufacturing biological drugs. The Company’s franchises include filtration, chromatography, process analytics and proteins. See Part I, Item 1. “ Business - Our Products”, of this report for additional information related to the Company's products. The Company’s bioprocessing products are sold to major life sciences companies, biopharmaceutical development companies and contract manufacturing organizations worldwide. The Company operates under one reportable segment. The Company’s chief operating decision maker (“CODM”), its Chief Executive Officer (“CEO”), reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. See Note 2, “Summary of Significant Accounting Policies – Segment Reporting,” for more information on the Company’s segment. 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. These risks principally include the Company’s dependence on key customers, development by the Company or its competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with the U.S. Food and Drug Association and other governmental regulations and approval requirements, as well as the ability to grow the Company’s business and obtain adequate funding to finance this growth. 2. Summary of Significant Accounting Policies Use of Estimates 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, 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. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances. Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Foreign Currency 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 73 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 The Company generates revenue from the sale of bioprocessing products, equipment devices, and related consumables used with these equipment devices to customers in the life sciences and biopharmaceutical industries. Under Accounting Standard Codification No. (“ASC”) 606, “ Revenue from Contracts with Customers,” revenue is recognized when, or as, obligations under the terms of a contract are satisfied, which occurs when control of the promised products or services is transferred to customers. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products or services to a customer (“transaction price”). To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing the expected value method or the most likely amount method, depending on the facts and circumstances relative to the contract. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of the Company’s anticipated performance and all information (historical, current and forecasted) that is reasonably available. Sales, value add, and other taxes collected on behalf of third parties are excluded from revenue. When determining the transaction price of a contract, an adjustment is made if payment from a customer occurs either significantly before or significantly after performance, resulting in a significant financing component. Applying the practical expedient in paragraph 606-10-32-18, the Company does not assess whether a significant financing component exists if the period between when the Company performs its obligations under the contract and when the customer pays is one year or less. None of the Company’s contracts contained a significant financing component as of December 31, 2024. Contracts with customers may contain multiple performance obligations. For such arrangements, the transaction price is allocated to each performance obligation based on the estimated relative standalone selling prices of the promised products or services underlying each performance obligation. The Company determines standalone selling prices based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations. 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 goods sold. Risks and Uncertainties The Company evaluates its operations periodically to determine if any risks and uncertainties exist that could impact its operations in the near term. The Company does not believe that there are any significant risks that have not already been disclosed in the consolidated financial statements. A loss of certain suppliers could temporarily disrupt operations, although alternate sources of supply exist for these items. The Company has mitigated these risks by working closely with key suppliers, identifying alternate sources and developing contingency plans. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents include cash on hand and on deposit. 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 74 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 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 We classify our investment securities in one of three categories: held to maturity, trading, or available for sale. Our investment portfolio at December 31, 2022 consisted of an investment in U.S. 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, 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. Management determines the appropriate classification of securities at the time of purchase based upon management's intent with regards to such investment and reevaluates such designation as of each balance sheet date. The Company's investment policy requires that it only invest in high-rated securities and limit its exposure to any single-user. There were no realized or unrealized gains or losses on investments recorded as of December 31, 2024, 2023 and 2022. The Company classifies marketable securities as short-term when they have remaining contractual maturities of one year or less from the balance sheet date. 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 In determining the fair value of its assets and liabilities, the Company uses various valuation approaches. The Company employs a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. The fair value hierarchy is broken down into three levels based on the source of inputs as follows: Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 – Valuations based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities. Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The availability of observable inputs can vary among the various types of financial assets and liabilities. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. 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. 75 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 We establish an allowance for credit losses through a review of several factors, including historical collection experience, current aging status of the customer accounts, and current financial condition of our customers. Losses are charged against the allowance when the customer accounts are determined to be uncollectible. Inventories Inventories relate to the Company’s bioprocessing business. The Company values inventory at cost or, if lower, net realizable value, using the first-in, first-out method. 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 goods sold. Manufacturing of bioprocessing finished goods is done to order and tested for quality specifications prior to shipment. A change in the estimated timing or amount of demand for the Company’s products could result in additional provisions for excess inventory quantities on hand. Any significant unanticipated changes in demand or unexpected quality failures could have a significant impact on the value of inventory and reported operating results. 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. Lease Accounting The Company adopted Accounting Standards Update No. (“ASU”) 2016-02, “Leases (Topic 842) ” (“ASC 842”) as of January 1, 2019. Under ASC 842, the Company determines whether the arrangement contains a lease at the inception of an arrangement. If a lease is identified in an arrangement, the Company recognizes a right-of-use asset and liability on its consolidated balance sheets and determines whether the lease should be classified as a finance or operating lease. The Company does not recognize assets or liabilities for leases with lease terms of less than 12 months. A lease qualifies as a finance lease if any of the following criteria are met at the inception of the lease: (i) there is a transfer of ownership of the leased asset to the Company by the end of the lease term, (ii) the Company holds an option to purchase the leased asset that it is reasonably certain to exercise, (iii) the lease term is for a major part of the remaining economic life of the leased asset, (iv) the present value of the sum of lease payments equals or exceeds substantially all of the fair value of the leased asset, or (v) the nature of the leased asset is specialized to the point that it is expected to provide the lessor no alternative use at the end of the lease term. All other leases are recorded as operating leases. Finance and operating lease assets and liabilities are recognized at the lease commencement date based on the present value of the lease payments over the lease term using the discount rate implicit in the lease. If the rate implicit is not readily determinable, the Company utilizes its incremental borrowing rate at the lease commencement date. Operating lease assets are further adjusted for prepaid or accrued lease payments. Operating lease payments are expensed using the straight-line method as an operating expense over the lease term. Finance lease assets are amortized to depreciation expense using the straight-line method over the shorter of the useful life of the related asset or the lease term. Finance lease payments are bifurcated into (i) a portion that is recorded as imputed interest expense and (ii) a portion that reduces the finance liability associated with the lease. 76 The Company does not separate lease and non-lease components when determining which lease payments to include in the calculation of its lease assets and liabilities. Variable lease payments are expensed as incurred. If a lease includes an option to extend or terminate the lease, the Company reflects the option in the lease term if it is reasonably certain it will exercise the option. Finance leases are recorded in property, plant and equipment, net, other current liabilities and long-term finance lease liabilities and operating leases are recorded in operating lease right of use assets, operating lease liability and operating lease liability, long-term on the Company’s consolidated balance sheets. Certain of the Company’s operating leases where the Company is the lessee provide for minimum annual payments that increase over the life of the lease. Some of these leases include obligations to pay for other services, such as operations and maintenance. For leases of property, the Company accounts for these other services as a component of the lease. The aggregate minimum annual payments are expensed on the straight-line basis beginning when the Company takes possession of the property and extending over the term of the related lease, including renewal options when the exercise of the option is reasonably certain as an economic penalty may be incurred if the option is not exercised. The Company also accounts in its straight-line computation for the effect of any “rental holidays.” Operating lease assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at the lease commencement date based on the estimated present value of the fixed lease payments, reduced by landlord incentives using a discount rate based on similarly secured borrowings available to the Company. Most of the leases do not provide implicit interest rates and therefore the Company determines the discount rate based on its incremental borrowing rate. The incremental borrowing rate for the Company’s leases is determined based on lease term and currency in which the lease payments are made. Accrued Liabilities The Company estimates accrued liabilities by identifying services performed on the Company’s behalf, estimating the level of service performed and determining the associated cost incurred for such service as of each balance sheet date. For example, the Company would accrue for professional and consulting fees incurred with law firms, audit and accounting service providers and other third-party consultants. These expenses are determined by either requesting those service providers to estimate unbilled services at each reporting date for services incurred or tracking costs incurred by service providers under fixed fee arrangements. The Company has processes in place to estimate the appropriate amounts to record for accrued liabilities, which principally involve the applicable personnel reviewing the services provided. In the event that the Company does not identify certain costs that have begun to be incurred or the Company under or over-estimates the level of services performed or the costs of such services, the reported expenses for that period may be too low or too high. The date on which certain services commence, the level of services performed on or before a given date, and the cost of such services often require the exercise of judgment. The Company makes these judgments based upon the facts and circumstances known at the date of the consolidated financial statements. Income Taxes Deferred taxes are determined based on the difference between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Valuation allowances are provided, if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions using a “more-likely-than-not” threshold for recognizing and resolving uncertain tax positions. The evaluation of uncertain tax positions is based on factors including, but not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position. The Company evaluates this tax position on a quarterly basis. 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 77 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. Property, Plant & Equipment Property, plant & equipment is recorded at cost less allowances for depreciation. Depreciation is calculated using the straight-line method over the estimated useful life of the asset as follows: Classification Estimated Useful Life Buildings Thirty years Leasehold improvements Shorter of the term of the lease or estimated useful life Equipment Three to twelve years Furniture, fixtures and office equipment Three to eight years Computer hardware and software Three to seven years or estimated useful life Vehicles Five years Upon disposal of property, plant & equipment, the cost of the asset and the accumulated depreciation are removed from the accounts and the resulting gain or loss is reflected in our results of operations. Fully depreciated assets are not removed from the accounts until they are physically disposed of. Certain systems development costs related to the purchase, development and installation of computer software developed or obtained for internal use are capitalized and depreciated over the estimated useful life of the related project. Costs incurred prior to the development stage, as well as maintenance, training costs, and general and administrative expenses are expensed as incurred. 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. Diluted EPS is computed by dividing net income available to common shareholders by the weighted-average number of common shares and dilutive common share equivalents outstanding during the period. Potential common share equivalents consist of restricted stock awards (including performance stock units) and the incremental common shares issuable upon the exercise of stock options and warrants. Under the treasury stock method, unexercised “in-the-money” stock options are assumed to be exercised at the beginning of the period or at issuance, if later. 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 (loss) per share as their inclusion would have an antidilutive effect. 78 A reconciliation of basic and diluted weighted average share outstanding is as follows: For the Years Ended December 31, 2024 2023 2022 (Amounts in thousands, except per share data) Numerator: Net (loss) income $ ( 25,514 ) $ 35,596 $ 185,959 Effect of dilutive securities: Charges associated with convertible debt instruments, net of tax — — 387 Numerator for diluted earnings per share - net income available to common stockholders after the effect of dilutive securities $ ( 25,514 ) $ 35,596 $ 186,346 Denominator: Weighted average shares used in computing net income per share - basic 55,937 55,720 55,460 Effect of dilutive shares: Options and stock units — 457 608 Convertible senior notes (1) — 181 1,360 Contingent consideration — 8 11 Dilutive effect of unvested performance stock units — 11 16 Dilutive potential common shares — 657 1,995 Denominator for diluted (loss) earnings per share - adjusted weighted average shares used in computing net income per share - diluted 55,937 56,377 57,455 (Loss) earnings per share: Basic $ ( 0.46 ) $ 0.64 $ 3.35 Diluted $ ( 0.46 ) $ 0.63 $ 3.24 (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 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. As provided by the terms of the indenture underlying the 2019 Notes, prior to March 4, 2022, conversion of the 2019 Notes could have been settled in cash, shares of the Company’s common stock or a combination thereof, at the Company’s election. On March 4, 2022, we entered into the Second Supplemental Indenture for the 2019 Notes, which irrevocably elected to settle the conversion of the 2019 Notes using a combination of cash and shares of the Company's common stock, settling the par value of the 2019 Notes in cash and any excess conversion premium in shares. On December 14, 2023, the Company exchanged, in a privately negotiated exchange, $ 309.9 million principal amount of 2023 Notes for $ 217.7 million principal amount of 2019 Notes and issued $ 290.1 million aggregate principal amount of 2023 Notes for $ 290.1 million in cash. Following the close of the Exchange Transaction, $ 69.7 million in aggregate principal amount of 2019 Notes remains outstanding with terms unchanged. As provided by the terms of the Second Supplemental Indenture underlying the 2019 Notes, the Company irrevocably elected to settle the conversion obligation for the 2019 Notes in a combination of cash and shares of the Company's common stock. This means the Company will settle the par value of the 2019 Notes in cash and any excess conversion premium in shares. 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” 79 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. Subsequent to March 4, 2022, after the Second Supplemental Indenture became effective, the Company irrevocably elected to settle the conversion obligation for the 2019 Notes in a combination of cash and shares of the Company's common stock, and from March 5, 2022 forward, only the excess premium will be settled with shares. Under the if-converted method of calculating dilutive shares, the Company was also required to exclude amortization of debt issuance costs and interest charges applicable to the convertible debt from the numerator of the dilutive EPS calculation for the period from January 1, 2022 to March 4, 2022, as if the interest on convertible debt was never recognized for that period. As a result, the Company excluded interest charges of $ 0.4 million (net of tax) from the numerator and included 1,359,957 shares in the calculation of diluted earnings as the dilutive effect of the conversion premium for the year ended December 31, 2022. There were no comparable amounts included in 2024 or 2023. Segment Reporting Operating segments are components of an enterprise that engage in business activities for which discrete financial information is available and regularly reviewed by the CODM in deciding how to allocate resources and assess performance. Our CEO has been identified as our CODM. 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. The following table represents product revenues by product line: For the Years Ended December 31, 2024 2023 2022 (Amounts in thousands) Filtration products $ 372,963 $ 341,379 $ 495,930 Chromatography products 122,810 126,629 131,680 Process analytics products 59,301 56,820 53,512 Proteins products 74,425 103,463 114,320 Other 4,679 3,688 5,741 Total product revenue $ 634,178 $ 631,979 $ 801,183 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): For the Years Ended December 31, 2024 2023 2022 Revenue by customers' geographic locations: North America 50 % 44 % 43 % Europe 34 % 36 % 37 % APAC/Other 16 % 20 % 20 % Total revenue 100 % 100 % 100 % 80 The following table represents the Company’s total assets by our country of domicile (the United States) and other countries where our major subsidiaries are domiciled for the periods presented: December 31, 2024 2023 (Amounts in thousands) Total assets by geographic locations: North America $ 2,305,538 $ 2,377,868 Europe 410,284 426,148 APAC 113,844 27,169 Total assets by geographic location $ 2,829,666 $ 2,831,185 The following table represents the Company’s long-lived assets by our country of domicile (the United States) and other countries where our major subsidiaries are domiciled for the periods presented: December 31, 2024 2023 (Amounts in thousands) Long-lived assets by geographic locations: North America $ 284,868 $ 278,033 Europe 45,650 43,280 APAC 3,466 2,919 Total long-lived assets by geographic location $ 333,984 $ 324,232 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, 2024 2023 2022 Total revenue $ 634,439 $ 632,362 $ 801,536 Costs and operating expenses: Cost of goods sold 359,794 353,922 345,830 Research and development 43,200 42,722 43,936 Sales and marketing 92,009 78,483 76,043 General and administrative 174,550 109,532 111,057 Total costs and operating expenses 669,553 584,659 576,866 Other income (expenses), net 8,079 9,004 ( 5,530 ) Income tax (benefit) provision ( 1,521 ) 21,111 33,181 Net (loss) income $ ( 25,514 ) $ 35,596 $ 185,959 Concentrations of Credit Risk and Significant Customers Financial instruments that subject the Company to significant concentrations of credit risk primarily consist of cash and cash equivalents, marketable securities and accounts receivable. Per the Company’s investment policy, cash equivalents and marketable securities are invested in financial instruments with high credit ratings, limit its credit exposure to any one issuer (with the exception of U.S. treasury obligations) and type of instrument is limited. 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. While a reserve for the potential write-off of accounts receivable is maintained, the Company has not written off any significant accounts to date. To control credit risk, the Company performs regular credit evaluations of its customers’ financial condition. 81 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 Business Combinations Total consideration transferred for acquisitions is allocated to the tangible and intangible assets acquired and liabilities assumed, if any, based on their fair values at the dates of acquisition. This purchase price allocation process requires management to make significant estimates and assumptions with respect to intangible assets and deferred revenue. The fair value of identifiable intangible assets is based on detailed valuations that use information and assumptions determined by management. Any excess of purchase price over the fair value of the net tangible and intangible assets acquired is allocated to goodwill. While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as any contingent consideration, where applicable, the Company’s estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. 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. 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. Management updates these estimates and the related fair value of contingent consideration at each reporting period. 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, 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. This approach determines fair value by estimating after-tax cash flows attributable to these assets over their respective useful lives and then discounting these after-tax cash flows back to a present value. The Company bases its assumptions on estimates of future cash flows, expected growth rates, expected trends in technology, etc. Discount rates used to arrive at a present value as of the date of acquisition are based on the time value of money and certain industry-specific risk factors. The Company believes the estimated purchased customer relationships, developed technologies, trademark/tradename, patents, non-compete agreements and in-process research and development amounts so determined represent the fair value at the date of acquisition, and do not exceed the amount a third-party would pay for such assets. Goodwill 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 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 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. 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 82 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 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. More frequent impairment assessments are conducted if certain conditions exist, including a change in the competitive landscape, any internal decisions to pursue new or different technology strategies, a loss of a significant customer, or a significant change in the marketplace, including changes in the prices paid for the Company’s products or changes in the size of the market for the Company’s products. If impairment indicators are present, the Company determines whether the underlying intangible asset is recoverable through estimated future undiscounted cash flows. 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. The Company continues to believe that its definite-lived intangible assets are recoverable at December 31, 2024. Indefinite-lived intangible assets are reviewed for impairment at least annually. There has been no impairment of our intangible assets for the periods presented. Stock Based Compensation The Company measures stock-based compensation cost at the grant date based on the estimated fair value of the award and recognizes it as an expense over the employee’s requisite service period on a straight-line basis. The Company records the expense for share-based awards subject to performance-based milestone vesting over the remaining service period when management determines that achievement of the milestone is probable. Management evaluates whether the achievement of a performance-based milestone is probable as of the reporting date. The Company has no awards that are subject to market conditions. The Company recognizes stock-based compensation expense based upon options that are ultimately expected to vest, and accordingly, such compensation expense has been adjusted by an amount of estimated forfeitures. The Company uses the Black-Scholes option pricing model to calculate the fair value of share-based awards on the grant date. The following assumptions are used in calculating the fair value of share-based awards: Expected term – The expected term of options granted represents the period of time for which the options are expected to be outstanding. For purposes of estimating the expected term, the Company has aggregated all individual option awards into one group as the Company does not expect substantial differences in exercise behavior among its employees. Expected volatility – The expected volatility is a measure of the amount by which the Company’s stock price is expected to fluctuate during the expected term of options granted. The Company determines the expected volatility based primarily upon the historical volatility of the Company’s common stock over a period commensurate with the option’s expected term. Risk-free interest rate – The risk-free interest rate is the implied yield available on U.S. treasury zero-coupon issues with a remaining term equal to the option’s expected term on the grant date. Expected dividend yield – The Company has never declared or paid any cash dividends on any of its capital stock and does not expect to do so in the foreseeable future. Accordingly, the Company uses an expected dividend yield of zero to calculate the grant-date fair value of a stock option. 83 Estimated forfeiture rates – The Company has applied, based on an analysis of its historical forfeitures, annual forfeiture rates of 8 % for awards granted to non-executive level employees, 3 % for awards granted to executive level employees and 0 % for awards granted to non-employee members of the Board of Directors (“Board”) to all unvested stock options as of December 31, 2024 . The Company reevaluates this analysis periodically and adjusts these estimated forfeiture rates as necessary. Ultimately, the Company will only recognize an expense for those shares that vest. Advertising Costs The Company expenses advertising costs as they are incurred. Advertising expense for the years ended December 31, 2024, 2023 and 2022 was $ 0.7 million, $ 0.8 million and $ 0.6 million, respectively. Recent Accounting Standards Updates We consider the applicability and impact of all ASUs and other accounting guidance on the Company’s consolidated financial statements. Updates not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on the Company’s consolidated financial position or results of operations. Recently issued accounting guidance that we feel may be applicable to the Company are as follows: Recently Issued Accounting Guidance – Adopted During the Fiscal Year 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 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. However, retrospective application is permitted. Early adoption is also permitted. Besides a change 84 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. 3. Fair Value Measurements Cash, Cash Equivalents and Marketable Securities Held to Maturity The following table summarizes the Company's cash, cash equivalents and marketable securities held to maturity as of December 31, 2024: As of December 31, 2024 Amortized Costs Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash and cash equivalents: Cash and money market funds $ 757,355 $ — $ — $ 757,355 Total cash and cash equivalents $ 757,355 $ — $ — $ 757,355 As of December 31, 2023 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash and cash equivalents: Cash and money market funds $ 751,323 $ — $ — $ 751,323 Total cash and cash equivalents $ 751,323 — — $ 751,323 During the fourth quarter of 2022, the Company purchased $ 100.0 million of 6-month U.S. treasury bills with the positive intent and ability to hold them until maturity. 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, 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 Financial assets and financial liabilities measured at fair value on a recurring basis consist of the following as of December 31, 2024 and 2023: As of December 31, 2024 Level 1 Level 2 Level 3 Total Assets: Money market accounts $ 687,253 $ — $ — $ 687,253 Foreign exchange forward contracts $ — $ 287 $ — $ 287 Liabilities: Current contingent consideration $ — $ 17,126 $ — $ 17,126 Noncurrent contingent consideration $ — $ — $ 19,662 $ 19,662 As of December 31, 2023 Level 1 Level 2 Level 3 Total Assets: Money market accounts $ 658,574 $ — $ — $ 658,574 Liabilities: Current contingent consideration $ — $ — $ 12,983 $ 12,983 Noncurrent contingent consideration $ — $ — $ 14,070 $ 14,070 85 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; $ 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 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): Balance at December 31, 2023 $ 27,053 Acquisition date fair value of contingent consideration earnouts 19,738 Payment of contingent consideration earnouts ( 13,117 ) Increase in fair value of contingent consideration earnouts 3,190 Translation adjustment ( 76 ) Balance at December 31, 2024 $ 36,788 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 Fair Value as of December 31, 2024 Valuation Technique Unobservable Input Range Weighted Average (1) Probability of Success 0 % - 100 % 50 % Commercialization-based payments $ 3,854 Monte Carlo Simulation Earnout Discount Rate 5.4 % 5.4 % Volatility 22.6 % - 34.7 % 34.7 % Revenue and Volume- based payments $ 13,268 Monte Carlo Simulation Revenue & Volume Discount Rate 10.2 % - 15.7 % 15.7 % Earnout Discount Rate 5.4 % - 5.8 % 5.4 % Probability of Success 0 % - 100 % 50% Manufacturing line expansions $ 2,540 Probability-weighted present value Earnout Discount Rate 5.4 % - 5.5 % 5.4 % (1) Unobservable inputs were weighted by the relative fair value of the contingent consideration liability. 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. Fair Value Measured on a Nonrecurring Basis During 2024, there were no re-measurements to fair value of financial assets and liabilities that are measured at fair value on a nonrecurring basis. Convertible Senior Notes 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 86 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, 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. 4. 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): U.S. Dollar Amount SEK Amount May 2025 26,481 289,967 September 2025 62,550 679,418 89,031 969,385 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 $ 287 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) $ 287 87 5. Acquisitions 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 $ 85 Accounts receivable 1 Inventory 41 Prepaid expenses and other current assets 321 Property and equipment 731 Operating lease right of use asset 637 Other assets, long-term 81 Developed technology 28,910 Goodwill 47,105 Accounts payable ( 18 ) Accrued liabilities ( 510 ) Operating lease liability ( 214 ) Noncurrent deferred tax liability ( 1,911 ) Noncurrent operating lease liability ( 413 ) Fair value of net assets acquired $ 74,846 88 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 On October 2, 2023, the Company's subsidiary, Repligen Sweden AB acquired Metenova from the former shareholders of Metenova (the “Metenova Seller”) pursuant to a Share Sale and Purchase Agreement (the “Share Purchase Agreement”), dated as of September 23, 2023 (such acquisition, the “Metenova Acquisition”), by and among Repligen Sweden AB, the Metenova Seller, and the Company, in its capacity as guarantor of the obligations of Repligen Sweden AB under the Share Purchase Agreement. Metenova, which is headquartered in Molndal, Sweden, offers magnetic mixing and drive train technologies that are widely used by global biopharmaceutical companies and contract development and manufacturing organizations. The Metenova Acquisition further strengthens our fluid management portfolio with these products. Consideration Transferred The Company accounted for the Metenova 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 Metenova. Under the Share Purchase Agreement, all outstanding equity interests of Metenova were acquired for consideration with a value totaling $ 172.6 million. The Metenova Acquisition was funded through payment of $ 164.5 million in cash, the issuance of 52,299 unregistered shares of the Company's common stock totaling $ 8.1 million and contingent consideration with an immaterial fair value. 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 $ 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 condensed consolidated statements of comprehensive income (loss) for the periods ended December 31, 2024 and 2023. Fair Value of Net Assets Acquired 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): 89 Cash and cash equivalents $ 5,768 Accounts receivable 3,730 Inventory 4,477 Prepaid expenses and other current assets 470 Property and equipment 433 Operating lease right of use asset 615 Customer relationships 12,659 Developed technology 44,377 Trademark and tradename 939 Non-competition agreements 787 Goodwill 115,722 Accounts payable ( 1,432 ) Accrued liabilities ( 2,934 ) Operating lease liability ( 275 ) Noncurrent deferred tax liability ( 12,481 ) Noncurrent operating lease liability ( 255 ) Fair value of net assets acquired $ 172,600 Acquired Goodwill The goodwill of $ 115.7 million represents future economic benefits expected to arise from anticipated synergies from the integration of Metenova into the Company. These synergies include operating efficiencies and strategic benefits projected to be achieved as a result of the Metenova 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 Metenova Acquisition and their estimated useful lives: Useful life Fair Value (Amounts in thousands) Customer relationships 15 years $ 12,659 Developed technology 15 years 44,377 Trademark and tradename 15 years 939 Non-competition agreements 2 years 787 $ 58,762 FlexBiosys, Inc. On April 17, 2023 , the Company completed its acquisition of all of the outstanding equity interests in FlexBiosys, pursuant to an Equity Purchase Agreement with FlexBiosys, TSAP Holdings Inc. (“NJ Seller”), Gayle Tarry and Stanley Tarry, as individuals (collectively with NJ Seller, the “FlexBiosys Sellers”), and Stanley Tarry, in his capacity as the representative of the FlexBiosys Sellers (the “FlexBiosys Acquisition”). FlexBiosys, which is headquartered in Branchburg, New Jersey, offers expert design and custom manufacturing of single-use bioprocessing products and a comprehensive range of products that include bioprocessing bags, bottles, and tubing assemblies. These products will complement and expand our fluid management portfolio of offerings. Consideration transferred The FlexBiosys 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 FlexBiosys. Under the terms of the EPA, all outstanding equity interests of FlexBiosys were acquired for consideration with a value totaling $ 41.0 million. The FlexBiosys Acquisition was funded through payment of $ 29.0 million in cash, which includes $ 6.3 million deposited in escrow for future payments, the issuance of 31,415 unregistered shares of the Company's common stock totaling $ 5.4 million and contingent consideration with fair value of approximately $ 6.6 million. 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 $ 14.1 million, the fair value of the intangible assets acquired is $ 12.6 million and the residual goodwill is $ 14.3 90 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 $ 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 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): Cash and cash equivalents $ 1,090 Accounts receivable 683 Inventory 667 Prepaid expenses and other current assets 35 Property and equipment 12,034 Operating lease right of use asset 3,537 Customer relationships 2,530 Developed technology 9,860 Trademark and tradename 30 Non-competition agreements 220 Goodwill 14,321 Other noncurrent assets 10 Accounts payable ( 136 ) Accrued liabilities ( 314 ) Operating lease liability ( 39 ) Noncurrent operating lease liability ( 3,498 ) Fair value of net assets acquired $ 41,030 During 2023, the Company recorded an immaterial net working capital adjustment related to the FlexBiosys Acquisition, which is included in goodwill in the table above. Acquired Goodwill The goodwill of $ 14.3 million represents future economic benefits expected to arise from anticipated synergies from the integration of FlexBiosys into the Company. These synergies include operating efficiencies and strategic benefits projected to be achieved as a result of the FlexBiosys 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 FlexBiosys Acquisition and their estimated useful lives: Useful life Fair Value (Amounts in thousands) Customer relationships 12 years $ 2,530 Developed technology 16 years 9,860 Trademark and tradename 4 years 30 Non-competition agreements 5 years 220 $ 12,640 6. 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 91 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 Total (Amounts in thousands) Cost of goods sold $ 876 $ 36,082 $ 19 $ 7,051 $ 44,028 Research and development 449 — — — 449 Selling, general and administrative 1,604 — — 1,088 2,692 Other (expenses) income — — — ( 234 ) ( 234 ) $ 2,929 $ 36,082 $ 19 $ 7,905 $ 46,935 For the Year Ended December 31, 2023 Severance & Employee-Related Costs Inventory Adjustments Accelerated Depreciation Facility and Other Exit Costs Total (Amounts in thousands) Cost of goods sold $ 2,077 $ 23,588 $ 3,788 $ 933 $ 30,386 Research and development 116 — — — 116 Selling, general and administrative 1,532 — 28 138 1,698 $ 3,725 $ 23,588 $ 3,816 $ 1,071 $ 32,200 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. 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. For 92 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. 7. Leases The Company is a lessee under leases of manufacturing facilities, office spaces, machinery, certain office equipment and vehicles. A majority of the Company’s leases are operating leases with remaining lease terms between one month and 12 years. Finance leases are immaterial to the Company’s consolidated financial statements. The Company determines if an arrangement qualifies as a lease and what type of lease it is at inception. The Company elected the package of practical expedients permitted under the transition guidance within the new lease standard, which among other things, allowed it to continue to account for existing leases based on the historical lease classification. The Company also elected the practical expedients to combine lease and non-lease components and to exclude right of use assets and lease liabilities for leases with an initial term of 12 months or less from the balance sheet. Some of the lease agreements the Company enters into include Company options to either extend and/or early terminate the lease, the costs of which are included in the Company’s operating lease liabilities to the extent that such options are reasonably certain of being exercised. Leases with renewal options allow the Company to extend the lease term typically between 1 and 5 years per option, some of its leases have multiple options to extend. 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, 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): As of December 31, 2024 Amount 2025 $ 24,530 2026 27,292 2027 25,854 2028 26,054 2029 25,928 2030 and thereafter 65,869 Total future minimum lease payments 195,527 Less lease incentives ( 2,790 ) Less amount of lease payment representing interest ( 32,057 ) Total operating lease liabilities $ 160,680 Total operating lease liabilities included on the Company’s consolidated balance sheets are as follows (amounts in thousands): December 31, 2024 2023 Operating lease liability $ 15,104 $ 5,631 Operating lease liability, long-term 145,576 126,578 Minimum operating lease payments $ 160,680 $ 132,209 93 Lease expense for these leases is recognized on a straight-line basis over the lease term, with variable lease payments recognized in the period those payments are incurred. For the years ended December 31, 2024, 2023 and 2022, total lease cost is comprised of the following: For the Years Ended December 31, Lease Cost 2024 2023 2022 (Amounts in thousands) Operating lease cost $ 24,234 $ 20,981 $ 17,833 Variable operating lease cost 4,482 4,075 11,317 Lease cost $ 28,716 $ 25,056 $ 29,150 The following information represents supplemental disclosure for the consolidated statements of cash flows related to operating leases (amounts in thousands): For the Years Ended December 31, 2024 2023 2022 Operating lease cost $ ( 23,806 ) $ ( 17,862 ) $ ( 13,757 ) Most of the leases do not provide implicit interest rates and therefore the Company determines the discount rate based on its incremental borrowing rate. The incremental borrowing rate for the Company’s leases is determined based on lease term and currency in which the lease payments are made. The weighted average remaining lease term and the weighted average discount rate used to measure the Company’s operating lease liabilities as of December 31, 2024, were: Weighted average remaining lease term (years) 7.53 Weighted average discount rate 4.56 % 8. Revenue Recognition The Company generates revenue from the sale of bioprocessing products, equipment devices, and related consumables used with these equipment devices to customers in the life science and biopharmaceutical industries. Under ASC 606, “Revenue from Contracts with Customers,” revenue is recognized when, or as, obligations under the terms of a contract are satisfied, which occurs when control of the promised products or services is transferred to customers. Disaggregation of Revenue Revenue for the years ended December 31, 2024, 2023 and 2022 was as follows: For the Years Ended December 31, 2024 2023 2022 (Amounts in thousands) Product revenue $ 634,178 $ 631,979 $ 801,183 Royalty and other income 261 383 353 Total revenue $ 634,439 $ 632,362 $ 801,536 When disaggregating revenue, the Company considered all of the economic factors that may affect its revenues. Because its revenues are from bioprocessing customers, there are no differences in the nature, timing and uncertainty of the Company’s revenues and cash flows from any of its product lines. However, given that the Company’s revenues are generated in different geographic regions, factors such as regulatory and geopolitical factors within those regions could impact the nature, timing and uncertainty of the Company’s revenues and cash flows. Disaggregated revenue from contracts with customers by geographic region can be found in Note 2, “Summary of Significant Accounting Policies – Segment Reporting,” above. 94 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 The Company’s filtration products generate revenue through the sale of KrosFlo and ARTeSYN tangential flow filtration (“TFF”) systems, TangenX ® flat sheet (“FS”) cassettes, Spectrum ® HF filters, membranes and modules, XCell ATF systems and related consumables. Supporting our systems, we also sell ProConnex ® Flow Path assemblies and custom silicone-based, single-use flow path assemblies and components from Metenova, FlexBiosys, BioFlex, Polymem, ARTeSYN Biosolutions Holdings Ireland Limited, NMS and EMT, seven acquisitions completed since 2020. The Company’s KrosFlo and ARTeSYN systems are used in the filtration, isolation, purification and concentration of biologics and diagnostic products. TFF is a rapid and efficient method for separation and purification of biomolecules that is widely used in laboratory, process development and process scale applications in biopharmaceutical manufacturing. Sales of large-scale systems generally include components and consumables as well as training and installation services at the request of the customer. Because the initial sale of components and consumables is necessary for the operation of the system, such items are combined with the systems as a single performance obligation. Training and installation services do not significantly modify or customize these systems and therefore represent a distinct performance obligation. The Company’s TangenX FS cassettes (SIUS, SIUS Gamma ® and PRO) are not highly interdependent on one another and are therefore considered distinct products that represent separate performance obligations. Product revenue from the sale of TangenX FS cassettes is generally recognized at a point in time upon transfer of control of the customer. The Company’s other filtration product offerings are not highly interdependent of one another and are therefore considered distinct products that represent separate performance obligations. 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; therefore, revenue recognized is based on the amount billable to the customer in accordance with the practical expedient under ASC 606-10-55-18. The Company also markets XCell ATF controllers, which are technologically advanced filtration devices used in upstream processes to continuously remove cellular metabolic waste products during the course of a fermentation run, freeing healthy cells to continue producing the biologic drug of interest. XCell ATF controllers are typically sold with consumables (i.e., tubing sets, metal stands) as well as training and installation services at the request of the customer. The controllers and consumables are considered distinct products and therefore represent separate performance obligations. First time purchasers of the controllers typically purchase a controller that is shipped with the tubing set(s) and metal stand(s). The training and installation services do not significantly modify or customize the XCell ATF controllers and therefore represent a distinct performance obligation. XCell ATF product revenue related to controllers and consumables is generally recognized at a point in time upon transfer of control to the customer. Chromatography Products The Company’s chromatography products include a number of products used in the downstream purification and quality control of biological drugs. The majority of chromatography revenue relates to the OPUS pre-packed chromatography column product line. OPUS columns are designed to be disposable following a production campaign. Each OPUS column is delivered pre-packaged with the customer’s choice of chromatography resin, which is either provided by the Company for the customer or is customer supplied. Chromatography product revenue is generally recognized at a point in time upon transfer of control to the customer and represents a single performance obligation. Process Analytics Products 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 95 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. Protein Products The Company’s protein franchise generates revenue primarily through the sale of Protein A affinity ligands and growth factors. Protein A ligands are an essential component of Protein A chromatography resins (media) used in the purification of virtually all mAb-based drugs on the market or in development. The Company manufactures multiple forms of Protein A ligands under long-term supply agreements with major life sciences companies, who in turn sell their Protein A chromatography media to end users (biopharmaceutical manufacturers). The Company also manufactures growth factors for sale under long-term supply agreements with certain life sciences companies as well as for direct sales to its customers. Each protein product is considered distinct and therefore represents a separate performance obligation. 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 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 The Company’s other products include operating room products sold to hospitals. Other product revenue is generally recognized at a point in time upon transfer of control to the customer. Transaction Price Allocated to Future Performance Obligations 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. These performance obligations are completed within one year of receipt of a purchase order from its customers. Accordingly, the Company has elected to not disclose the value of these unsatisfied performance obligations as provided under ASC 606-10-50-14. Contract Balances from Contracts with Customers The following table provides information about receivables and deferred revenue from contracts with customers as of December 31, 2024 (amounts in thousands): December 31, December 31, 2024 2023 Balances from contracts with customers only: Accounts receivable $ 134,115 $ 124,161 Deferred revenue (included in accrued liabilities and other noncurrent liabilities in the condensed consolidated balance sheets) $ 13,597 $ 17,536 Revenue recognized during periods presented relating to: The beginning deferred revenue balance $ 16,372 $ 18,751 The timing of revenue recognition, billings and cash collections results in the accounts receivable and deferred revenue balances on the Company’s consolidated balance sheets. A contract asset is created when the Company satisfies a performance obligation by transferring a promised good to the customer. Contract assets may represent conditional or unconditional rights to consideration. The right is conditional and recorded as a contract asset if the Company must first satisfy another performance obligation in the contract before it is entitled to payment from the customer. 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 96 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. When consideration is received, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a contract, a contract liability is recorded. Contract liabilities are recognized as revenue after control of the products or services is transferred to the customer and all revenue recognition criteria have been met. Costs to Obtain or Fulfill a Customer Contract The Company’s sales commission structure is based on achieving revenue targets. The commissions are driven by revenue derived from customer purchase orders which are short term in nature. Applying the practical expedient in paragraph 340-40-25-4, the Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs are included in selling, general, and administrative expenses in our consolidated statements of comprehensive income. When shipping and handling costs are incurred after a customer obtains control of the products, the Company accounts for these as costs to fulfill the promise and not as a separate performance obligation. 9. Credit Losses The Company is exposed to credit losses primarily through sales of products and services. The Company’s expected loss allowance methodology for accounts receivable is developed using historical collection experience, current and future economic and market conditions and a review of the current status of customers' trade accounts receivable. Customers are pooled based on sharing specific risk factors, including geographic location. Due to the short-term nature of such receivables, the estimated accounts receivable that may not be collected is based on aging of the accounts receivable balances. 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. Specific allowance amounts are established to record the appropriate provision for customers that have a higher probability of default. The Company monitors changes to the receivables balance on a timely basis, and balances are written off as they are determined to be uncollectible after all collection efforts have been exhausted. Estimates of potential credit losses are used to determine the allowance. It is based on assessment of anticipated payment and all other historical, current and future information that is reasonably available. The accounts receivable balance on the Company’s consolidated balance sheets as of December 31, 2024 was $ 134.1 million, net o f $ 1.8 million of allowances. The following table provides a roll-forward of the allowance for credit losses in 2024 and 2023 that is deducted from the amortized cost basis of accounts receivable to present the net amount expected to be collected (amounts in thousands): For the Years Ended December 31, 2024 2023 Balance of allowance for credit losses, beginning of period $ ( 2,122 ) $ ( 1,365 ) Current period change for write-offs 135 82 Current period change for expected credit losses 155 ( 839 ) Balance of allowance for credit losses, end of period $ ( 1,832 ) $ ( 2,122 ) 10. Goodwill and Intangible Assets Goodwill 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, 97 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 $ 855,513 Acquisition of FlexBiosys, Inc. 14,321 Acquisition of Metenova Holding AB 115,778 Cumulative translation adjustment 1,508 Balance as of December 31, 2023 $ 987,120 Measurement period adjustment - Metenova $ ( 56 ) Acquisition of Tantti Laboratory Inc. 47,105 Cumulative translation adjustment ( 3,174 ) Balance as of December 31, 2024 $ 1,030,995 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 goods sold, research and development, and selling, general and administrative expense in the Company’s 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. More frequent impairment assessments are conducted if certain conditions exist, including a change in the competitive landscape, any internal decisions to pursue new or different technology strategies, a loss of a significant customer, or a significant change in the marketplace, including changes in the prices paid for the Company’s products or changes in the size of the market for the Company’s products. If impairment indicators are present, the Company determines whether the underlying intangible asset is recoverable through estimated future undiscounted cash flows. 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. The Company continues to believe that its definite-lived intangible assets are recoverable at December 31, 2024. Indefinite-lived intangible assets are tested for impairment at least annually. There has been no impairment of our intangible assets for the periods presented. Intangible assets, net consisted of the following at December 31, 2024: December 31, 2024 Gross Carrying Value Accumulated Amortization Net Carrying Value Weighted Average Useful Life (in years) (Amounts in thousands) Finite-lived intangible assets: Technology – developed $ 283,380 $ ( 60,272 ) $ 223,108 16 Patents 240 ( 240 ) — 8 Customer relationships 267,599 ( 100,646 ) 166,953 15 Trademarks 8,641 ( 2,283 ) 6,358 19 Other intangibles 3,812 ( 3,034 ) 778 3 Total finite-lived intangible assets 563,672 ( 166,475 ) 397,197 15 Indefinite-lived intangible asset: Trademarks 700 — 700 — Total intangible assets $ 564,372 $ ( 166,475 ) $ 397,897 98 Intangible assets consisted of the following at December 31, 2023: December 31, 2023 Gross Carrying Value Accumulated Amortization Net Carrying Value Weighted Average Useful Life (in years) (Amounts in thousands) Finite-lived intangible assets: Technology – developed $ 256,536 $ ( 44,633 ) $ 211,903 16 Patents 240 ( 240 ) — 8 Customer relationships 269,949 ( 83,963 ) 185,986 15 Trademarks 8,757 ( 1,789 ) 6,968 19 Other intangibles 3,914 ( 2,514 ) 1,400 3 Total finite-lived intangible assets 539,396 ( 133,139 ) 406,257 15 Indefinite-lived intangible asset: Trademarks 700 — 700 — Total intangible assets $ 540,096 $ ( 133,139 ) $ 406,957 Amortization expense for finite-lived intangible assets was $ 34.7 million, $ 31.6 million and $ 27.1 million for the years ended December 31, 2024, 2023 and 2022 , respectively. As of December 31, 2024, the Company expects to record the following amortization expense (amounts in thousands): Estimated Amortization For the Years Ended December 31, Expense 2025 $ 36,015 2026 35,649 2027 35,616 2028 35,520 2029 34,771 2030 and thereafter 219,626 Total $ 397,197 11. Consolidated Balance Sheet Detail Inventories, net Inventories, net consists of the following: December 31, 2024 2023 (Amounts in thousands) Raw materials $ 82,208 $ 123,598 Work-in-process 4,542 4,492 Finished products 56,214 74,231 Total inventories, net $ 142,964 $ 202,321 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. 99 Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following: December 31, 2024 2023 (Amounts in thousands) Equipment maintenance and services $ 8,469 $ 6,605 Prepaid income taxes 10,031 10,532 Prepaid insurance 979 3,087 Other 12,128 13,317 Total prepaid expenses and other current assets $ 31,607 $ 33,541 Property, Plant and Equipment Property, plant and equipment consist of the following: December 31, 2024 2023 (Amounts in thousands) Land $ 824 $ 992 Buildings 675 1,667 Leasehold improvements 145,256 126,663 Equipment 130,413 114,606 Furniture, fixtures and office equipment 9,999 9,077 Computer hardware and software 44,323 35,528 Construction in progress 28,211 47,086 Other 504 544 Total property, plant and equipment 360,205 336,163 Less - Accumulated depreciation ( 162,467 ) ( 128,723 ) Total property, plant and equipment, net $ 197,738 $ 207,440 Depreciation expense totaled $ 35.0 million, $ 37.0 million and $ 23.9 million in the fiscal years ended December 31, 2024, 2023 and 2022, respectively. Accrued Liabilities Accrued liabilities consist of the following: December 31, 2024 2023 (Amounts in thousands) Employee compensation $ 32,163 $ 16,660 Deferred revenue 13,243 17,067 Income taxes payable 1,423 6,814 Other 15,594 16,772 Total accrued liabilities $ 62,423 $ 57,313 12. Income Taxes The components of income (loss) before income taxes are as follows: For the Years Ended December 31, 2024 2023 2022 (Amounts in thousands) Domestic $ ( 89,321 ) $ ( 24,888 ) $ 153,446 Foreign 62,286 81,595 65,694 (Loss) income before income taxes $ ( 27,035 ) $ 56,707 $ 219,140 100 The components of the income tax (benefit) provision are as follows: For the Years Ended December 31, 2024 2023 2022 (Amounts in thousands) Components of the income tax (benefit) provision: Current $ 15,037 $ 19,941 $ 34,800 Deferred ( 16,558 ) 1,170 ( 1,619 ) Total $ ( 1,521 ) $ 21,111 $ 33,181 Jurisdictional components of the income tax (benefit) provision: Federal $ ( 13,684 ) $ 2,272 $ 17,662 State ( 2,059 ) ( 26 ) 1,381 Foreign 14,222 18,865 14,138 Total $ ( 1,521 ) $ 21,111 $ 33,181 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 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. 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: December 31, 2024 2023 (Amounts in thousands) Deferred tax assets: Stock-based compensation expense $ 6,809 $ 5,120 Operating leases 36,415 30,727 Capitalized research and development 20,641 17,568 Inventory 15,539 10,131 Net operating loss carryforwards 9,877 7,648 Business tax credit carryforwards 5,172 5,531 Other 11,587 7,063 Total deferred tax assets 106,040 83,788 Less: valuation allowance ( 517 ) ( 20 ) Net deferred tax assets 105,523 83,768 Deferred tax liabilities: Fixed assets ( 18,318 ) ( 17,716 ) Acquired intangible assets ( 63,132 ) ( 58,467 ) Operating lease right of use assets ( 29,897 ) ( 26,373 ) Debt discount ( 16,202 ) ( 19,006 ) Total deferred tax liabilities ( 127,549 ) ( 121,562 ) Total net deferred tax liabilities $ ( 22,026 ) $ ( 37,794 ) 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. 101 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: For the Years Ended December 31, 2024 2023 2022 Amount % Amount % Amount % (Amounts in thousands, except percentages) (Loss) income before income taxes $ ( 27,035 ) $ 56,707 $ 219,140 Expected tax at statutory rate ( 5,677 ) 21.0 % 11,910 21.0 % 46,020 21.0 % Adjustments due to: Difference between U.S. and foreign tax 1,200 ( 4.4 %) 1,078 1.9 % 1,024 0.5 % State income taxes ( 1,812 ) 6.7 % 1,224 2.2 % 3,509 1.6 % Business tax credits ( 1,523 ) 5.6 % ( 4,522 ) ( 8.0 %) ( 5,139 ) ( 2.3 %) Stock-based compensation expense 1,782 ( 6.6 %) ( 2,461 ) ( 4.3 %) ( 5,638 ) ( 2.6 %) U.S. taxation of foreign earnings 422 ( 1.6 %) 539 1.0 % 83 0.0 % Foreign-derived intangible income — 0.0 % — 0.0 % ( 5,042 ) ( 2.3 %) Executive compensation 2,718 ( 10.1 %) 3,084 5.4 % 5,441 2.5 % Contingent consideration 796 ( 2.9 %) ( 6,412 ) ( 11.3 %) ( 6,033 ) ( 2.8 %) Nondeductible transactions cost 330 ( 1.2 %) 604 1.1 % — 0.0 % Loss on extinguishment of debt — 0.0 % 2,634 4.6 % — 0.0 % Debt discount — 0.0 % 16,650 29.4 % — 0.0 % Foreign exchange loss — 0.0 % ( 2,288 ) ( 4.0 %) — 0.0 % Change in U.S. and foreign tax rates 494 ( 1.8 %) — 0.0 % — 0.0 % Uncertain tax (benefit) provisions ( 805 ) 3.0 % 165 0.3 % 234 0.1 % Change in valuation allowance 106 ( 0.4 %) — 0.0 % ( 688 ) ( 0.3 %) Return to provision adjustments 346 ( 1.3 %) ( 1,255 ) ( 2.2 %) ( 498 ) ( 0.2 %) Other 102 ( 0.4 %) 161 0.3 % ( 92 ) ( 0.0 %) Income tax (benefit) provision $ ( 1,521 ) 5.6 % $ 21,111 37.2 % $ 33,181 15.1 % The Company’s tax returns are subject to examination by federal, state and foreign tax authorities. The Company’s two major tax jurisdictions are subject to examination for the following periods: Jurisdiction Fiscal Years Subject to Examination United States - federal and state 2020-2024 Sweden 2019-2024 The following is a tabular reconciliation of the total amounts of unrecognized tax benefits: 2024 2023 (Amounts in thousands) Balance of gross unrecognized tax benefits, beginning of period $ 3,139 $ 2,996 Gross amounts of increases in unrecognized tax benefits as a result of tax positions taken in the current period 76 178 Gross amounts of changes in unrecognized tax benefits as a result of tax positions taken in the prior period ( 20 ) 53 Gross amounts of decreases due to release ( 1,066 ) ( 88 ) Balance of gross unrecognized tax benefits, end of period $ 2,129 $ 3,139 102 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 (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. The amount of interest and penalties recorded in the accompanying consolidated balance sheets was approximately $ 125,000 and $ 67,000 as of December 31, 2024 and 2023 , respectively. In the next twelve months, it is reasonably possible the Company will reduce its gross unrecognized tax benefits, excluding interest by up to $ 1.4 million due to expiring statutes of limitations. 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, 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. Because $ 5.7 million of such earnings have previously been subject to the one-time transition tax on foreign earnings required by the Tax Cuts and Jobs Act enacted in December 2017, any additional taxes due with respect to such earnings or the excess of the amount for financial reporting over the tax basis of our foreign investments would generally be limited to foreign and state taxes. At December 31, 2024 , the Company has not provided for taxes on outside basis differences of its foreign subsidiaries as it is not practicable and the Company has the ability and intent to indefinitely reinvest the undistributed earnings of its foreign subsidiaries, and there are no needs for such earnings in the United States that would contradict its plan to indefinitely reinvest. 13. Stockholders’ Equity Share Repurchases In December 2023, the Board authorized and approved a stock repurchase of up to $ 25.0 million of the Company's common stock concurrent with the issuance of $ 600.0 million aggregate principal amount of its 2023 Notes. See Note 15, “ Convertible Senior Notes,” for more information on the issuance. The Company used $ 14.4 million of the proceeds from the issuance of the 2023 Notes to repurchase 92,090 shares at a price of $ 156.22 , including transaction costs, to offset the impact of dilution from the issuance of 2023 Notes and equity compensation programs as well as to reduce its outstanding share count. The Company has elected to retire the shares repurchased to date. Retired shares become part of the pool of authorized but unissued shares. The purchase price of the retired shares in excess of par value, including transaction costs, is recorded as a decrease to additional paid-in capital in the Company's consolidated balance sheets as of December 31, 2023. Stock Option and Incentive Plans At the Company’s 2018 Annual Meeting of Stockholders held on May 16, 2018, the Company’s shareholders approved the 2018 Stock Option and Incentive Plan (the “2018 Plan”). Under the 2018 Plan the number of shares of the Company’s common stock that are reserved and available for issuance shall be 2,778,000 plus the number of shares of common stock available for issuance under the Company’s Amended and Restated 2012 Stock Option and Incentive Plan (the “2012 Plan”). The shares of common stock underlying any awards under the 2018 Plan and 2012 Plan that are forfeited, canceled or otherwise terminated (other than by exercise) shall be added back to the shares of stock available for issuance under the 2018 Plan. 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 103 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. Although Mr. 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. See Note 5, “ Acquisitions” above for additional information on the Avitide Acquisition and the contingent consideration. The shares represent 50 % of the earnout consideration earned in the First Earnout Year (as defined in the Avitide Agreement). 104 Stock-Based Compensation The Company recorded stock-based compensation expense of $ 48.1 million, $ 25.6 million and $ 27.3 million for the years ended December 31, 2024, 2023 and 2022 , respectively, for share-based awards granted under the Plans. The following table presents stock-based compensation expense in the Company’s consolidated statements of comprehensive income: For the Years Ended December 31, 2024 2023 2022 (Amounts in thousands) Cost of product revenue $ 1,948 $ 1,933 $ 2,525 Research and development 3,227 2,855 2,622 Selling, general and administrative 42,895 20,787 22,169 Total stock-based compensation $ 48,070 $ 25,575 $ 27,316 Stock Options The Company uses the Black-Scholes option pricing model to calculate the fair value of stock option awards on the grant date, and measures stock-based compensation costs of stock options at the grant date based on the estimated fair value of the award. The Company recognizes expense on awards with service-based vesting over the employee’s requisite service period on a straight-line basis. The Company recognizes stock-based compensation expense for options that are ultimately expected to vest, and accordingly, such compensation expense has been adjusted for estimated forfeitures. The fair value of stock option awards granted during the years ended December 31, 2024, 2023 and 2022 were calculated using the following estimated assumptions: For the Years Ended December 31, 2024 2023 2022 Expected term (in years) 5.09 - 6.5 5.14 - 6.5 5.5 - 6.5 Expected volatility (range) 46.09 - 48.50 % 44.78 - 46.58 % 41.44 - 43.96 % Risk-free interest rate 3.69 - 4.48 % 3.56 - 4.71 % 1.86 - 4.07 % Expected dividend yield 0 % 0 % 0 % Information regarding option activity for the year ended December 31, 2024, under the Plans is summarized below: Shares Weighted average exercise price Weighted- Average Remaining Contractual Term (in Years) Aggregate Intrinsic Value (in Thousands) Options outstanding at December 31, 2023 649,130 $ 85.97 Granted 80,782 173.16 Exercised ( 99,679 ) 43.10 Forfeited/expired/cancelled (1) ( 34,027 ) 196.49 Options outstanding at December 31, 2024 596,206 $ 98.64 Options exercisable at December 31, 2024 349,744 $ 85.02 Vested and expected to vest at December 31, 2024 (2) 590,960 $ 98.05 5.37 $ 35,180 (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. 105 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. The weighted average grant date fair value of options granted during the years ended December 31, 2024, 2023 and 2022 was $ 88.00 , $ 84.37 and $ 87.40 , respectively. The total fair value of stock options that vested during the years ended December 31, 2024, 2023 and 2022 was $ 7.8 million, $ 4.7 million and $ 3.1 million, respectively. Stock Units The fair value of stock units is calculated using the closing price of the Company’s common stock on the date of grant. The Company recognizes expense on awards with service-based vesting over the employee's requisite service period on a straight-line basis. The Company recognizes expense on performance-based awards over the vesting period based on the probability that the performance metrics will be achieved. Information regarding stock unit activity, which includes activity for restricted stock units and performance stock units, for the year ended December 31, 2024 under the Plans is summarized below: Shares Weighted Average Grant Date Fair Value Unvested at December 31, 2023 474,320 $ 155.59 Awarded 232,519 177.36 Vested ( 148,429 ) 148.16 Forfeited/cancelled (1) ( 87,798 ) 189.71 Unvested at December 31, 2024 470,612 $ 162.33 Vested and expected to vest at December 31, 2024 (2) 412,863 $ 160.77 (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. The aggregate intrinsic value of stock units vested during the years ended December 31, 2024, 2023 and 2022 was $ 26.7 million, $ 35.7 million and $ 43.9 million, respectively. The total fair value of stock units that vested during the years ended December 31, 2024, 2023 and 2022 was $ 22.0 million, $ 26.2 million and $ 22.7 million, respectively. As of December 31, 2024, there was $ 56.5 million of total unrecognized compensation cost related to unvested share-based awards. This cost is expected to be recognized over a weighted average remaining requisite service period of 2.7 years. The Company expects 2,305,232 unvested options and stock units to vest over the next five years . 14. Commitments and Contingencies License Agreement On September 19, 2022, the Company entered into a 15-year exclusive License Agreement (the “Daylight Agreement”) with DRS Daylight Solutions, Inc. (“Daylight”), giving the Company exclusive license and commercialization rights to use certain technology and intellectual property subject to conditions set forth in the Daylight Agreement. 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 106 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. Collaboration Agreements The Company licenses certain technologies that are, or may be, incorporated into its technology under several agreements and also has entered into several clinical research agreements that require the Company to fund certain research projects. Generally, the license agreements require the Company to pay annual maintenance fees and royalties on product sales once a product has been established using the technologies. R&D expenses associated with license agreements were immaterial amounts for the years ended December 31, 2024, 2023 and 2022. In June 2018, the Company secured an agreement with Navigo Proteins GmbH (“Navigo”) for the exclusive co-development of multiple affinity ligands for which Repligen holds commercialization rights. The Company is manufacturing and supplying the first of these ligands, NGL-Impact ® , exclusively to Purolite, who is pairing the Company’s high-performance ligand with Purolite’s agarose jetting base bead technology used in their Jetted A50 Protein A resin product. The Company also signed a long-term supply agreement with Purolite for NGL-Impact and other potential additional affinity ligands that may advance from the Company’s Navigo collaboration. In September 2020, the Company and Navigo successfully completed co-development of an affinity ligand targeting the SARS-CoV-2 spike protein, to be utilized in the purification of vaccines for the COVID-19 pandemic, including emerging variants of the SARS-CoV-2 coronavirus. The Company has proceeded with scaling up and manufacturing this ligand and the development and validation of the related affinity chromatography resin, which is marketed by the Company. In September 2021, the Company and Navigo successfully completed co-development of a novel affinity ligand that addresses aggregation issues associated with pH sensitive antibodies and Fc-fusion proteins. The Company is manufacturing and supplying this ligand, NGL-Impact ® HipH, to Purolite. The Navigo and Purolite agreements are supportive of the Company’s strategy to secure and reinforce the Company’s proteins business. The Company made royalty payments to Navigo of $ 3.1 million, $ 3.8 million and $ 2.6 million in the years ended December 31, 2024, 2023 and 2022, respectively, in connection with this program, which are recorded to research and development expenses in the Company’s consolidated statements of comprehensive income. Purchase Orders, Supply Agreements and Other Contractual Obligations In the normal course of business, the Company has entered into purchase orders and other agreements with manufacturers, distributors and others. 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 From time to time, in the normal course of its operations, the Company is subject to litigation matters and claims relating to employee relations, business practices and patent infringement. Litigation can be expensive and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict, and the Company’s view of these matters may change in the future as the litigation and events related thereto unfold. The Company expenses legal fees as incurred. The Company records a provision for contingent losses when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. An unfavorable outcome to any legal matter, if material, could have an adverse effect on the Company’s operations or its financial results. 107 15. Convertible Senior Notes The carrying value of the Company’s convertible senior notes is as follows: December 31, 2024 December 31, 2023 (Amounts in thousands) 1.00% Convertible Senior Notes due 2028: Principal amount $ 600,000 $ 600,000 Unamortized debt discount ( 67,712 ) ( 81,457 ) Unamortized debt issuance costs ( 6,721 ) ( 8,400 ) Carrying amount - Convertible Senior Notes due 2028, net $ 525,567 $ 510,143 0.375% Convertible Senior Notes due 2024: Principal amount $ — $ 69,700 Unamortized debt issuance costs — ( 248 ) Carrying amount - Convertible Senior Notes due 2024, net $ — $ 69,452 1.00% Convertible Senior Notes due 2028 On December 14, 2023, the Company issued $ 600.0 million aggregate principal amount of its 2023 Notes in 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. Pursuant to the Exchange and Subscription Agreements, the Company exchanged $ 217.7 million of its 2019 Notes, which were cancelled upon exchange, 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 in a private placement to accredited institutional buyers (the “Subscription Transactions”) for $ 290.1 million in cash. 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, 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. The Exchange Transaction resulted in $ 6.2 million of the debt issuance costs related to the modified 2019 Notes, which were expensed as incurred in accordance with modification accounting, and $ 7.7 million of deferred debt issuance costs related to the 2023 Notes, which were recorded as a direct deduction to the carrying value of the 2023 Notes on the Company’s consolidated balance sheets. 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 $ 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. See Note 13, “Stockholders’ Equity - Share Repurchases” for additional information related to this repurchase. The Company will also use a portion of the proceeds to finance in part, the settlement upon conversion or repurchase of the remaining 2019 Notes at or prior to maturity. The remainder of the proceeds will be used for working capital 108 and general corporate purposes, including to fund possible acquisitions of, or investments in, complementary businesses, products, services and technologies. The 2023 Notes are senior, unsecured obligations of the Company, and bear interest at a rate of 1.00 % per year. Interest is payable semi-annually in arrears on each June 15 and December 15, commencing on June 15, 2024 . The 2023 Notes will mature on December 15, 2028 , unless earlier redeemed, repurchased or converted. The initial conversion rate for the 2023 Notes is 4.9247 shares of the Company's common stock per $ 1,000 principal amount of 2023 Notes, which is equivalent to an initial conversion price of $ 203.06 per share and represents a 30 % premium over the last reported sale price of $ 156.20 per share on December 6, 2023, the date on which the 2023 Notes were priced. Prior to the close of business on the business day immediately preceding September 15, 2028, the 2023 Notes will be convertible at the options of the holders of 2023 Notes only upon the satisfaction of specified conditions and during certain periods into cash up to their principal amount, and into cash, shares of the Company's common stock or a combination thereof, at the Company's election, for the conversion value above the principal amount, if any. Thereafter until the close of business on the second scheduled trading day immediately preceding the maturity date, the 2023 Notes will be convertible at the option of the holders of 2023 Notes at any time regardless of these conditions. The Company may redeem for cash, all or a portion of the 2023 Notes, at its option, on or after December 18, 2026 and prior to the 21st scheduled trading day immediately preceding the maturity date at a redemption price of 100 % of the principal amount of the 2023 Notes to be redeemed, plus accrued and unpaid interest to, but excluding the redemption date, if certain conditions are met in accordance to the indenture governing the 2023 Notes (the “2023 Notes Indenture”). If the Company undergoes a “fundamental change” (as defined in the 2023 Notes Indenture), the holders of the 2023 Notes may require the Company to repurchase for cash all or part of their 2023 Notes at a purchase price equal to 100 % of the principal amount of the 2023 Notes to be repurchased, plus accrued and unpaid interest, if any, up to, but excluding, the fundamental change repurchase date. 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 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. As of December 31, 2024 , the carrying value of the 2023 Notes was $ 525.6 million and the fair value of the principal was $ 546.1 million. The fair value of the 2023 Notes was determined based on the most recent trade activity of the 2023 Notes as of December 31, 2024. The 2023 Notes Indenture 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 2023 Notes may declare 100 % of the principal of, and any accrued and unpaid interest on, all of the 2023 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 2023 Notes will become due and payable automatically. Notwithstanding the foregoing, the 2023 Notes provide that, to the extent the Company elects and for up to 365 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 2023 Notes. The Company is not aware of any events of default that would allow holders to declare the principal of, and any accrued and unpaid interest on, all of the 2023 Notes to be due and payable. 0.375% Convertible Senior Notes due 2024 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 109 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. Interest is payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2020 . The remaining 2019 Notes will mature on July 15, 2024 , unless earlier repurchased or converted in accordance with their terms. The initial conversion rate for the 2019 Notes is 8.6749 shares of the Company’s common stock per $ 1,000 principal amount of 2019 Notes (which is equivalent to an initial conversion price of approximately $ 115.28 per share). Prior to the close of business on the business day immediately preceding April 15, 2024, the 2019 Notes will be convertible at the option of the holders of 2019 Notes only upon the satisfaction of specified conditions and during certain periods. Thereafter until the close of business on the second scheduled trading day immediately preceding the maturity date, the remaining 2019 Notes will be convertible at the options of the holders of 2019 Notes at any time regardless of these conditions. Prior to March 4, 2022, conversion of the 2019 Notes could have been settled in cash, shares of the Company’s common stock or a combination thereof, at the Company’s election. On March 4, 2022, the Company entered into the Second Supplemental Indenture for the 2019 Notes, which 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. The 2019 Notes are not redeemable by the Company prior to maturity. Holders of 2019 Notes may require the Company to repurchase their 2019 Notes upon the occurrence of a fundamental change prior to maturity at a repurchase price equal to 100 % of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the date of repurchase. In connection with certain corporate events, the Company will, under certain circumstances, increase the conversion rate for holders of 2019 Notes who elect to convert their 2019 Notes in connection with such corporate events. 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 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. In accounting for the issuance of the 2019 Notes, the Company separated the 2019 Notes into liability and equity components. The carrying value of the liability component was calculated as the present value of its cash flows using a discount rate of 4.5 % based on comparative convertible transactions for similar companies. The carrying value of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the par value of the 2019 Notes as a whole. The excess of the principal amount of the liability component over its carrying value amount, referred to as the debt discount, was amortized to interest expense on our consolidated statements of comprehensive income over the five-year term of the 2019 Notes. The equity component was not re-measured as long as it continued to meet the conditions for equity classification. The equity component related to the 2019 Notes recorded at issuance was $ 52.1 million, which was recorded in additional paid-in capital on the Company's consolidated balance sheets. In accounting for the transaction costs related to the issuance of the 2019 Notes, the Company allocated the total costs incurred to the liability and equity components of the 2019 Notes using the same proportions as the initial carrying value of the 2019 Notes. 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. Additionally, the Company recorded a net deferred tax liability of $ 11.4 million. 110 Effective January 1, 2022, the Company adopted ASU 2020-06. After adoption, the Company now accounts for the 2019 Notes, and any convertible debt issued going forward, as a single liability measured at amortized cost. As the equity component is no longer required to be split into a separate component, the Company recorded a net adjustment for the initial $ 50.4 million that was allocated to additional paid-in capital and $ 22.9 million of life-to-date interest expense recorded as amortization of debt discount. Additionally, the net deferred tax liability recorded for the 2019 Notes was reversed. The principal amount of the liability over its carrying amount is amortized to interest expense over the five-year term of the 2019 Notes. 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 $ 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. 16. Employee Benefit Plans In the United States, the Repligen Corporation 401(k) Savings and Retirement Plan (the “401(k) Plan”) is a qualified defined contribution plan in accordance with Section 401(k) of the Internal Revenue Code. All U.S. employees over the age of 21 are eligible to make pre-tax contributions up to a specified percentage of their compensation. Under the 401(k) Plan, the Company may, but is not obligated to match a portion of the employees’ contributions up to a defined maximum. The match is calculated on a calendar year basis. The Company matched $ 2.9 million, $ 3.0 million and $ 2.7 million in the years ended December 31, 2024, 2023 and 2022, respectively. In Sweden, the Company contributes to a government-mandated occupational pension plan that is a qualified defined contribution plan. All employees in Sweden are eligible for this pension plan. The Company pays premiums to a third-party occupational pension specialist who administers the pension plan. These premiums are based on various factors including each employee’s age, salary, employment history and selected benefits in the pension plan. When an employee terminates or retires, these premium payments cease for that employee and the Company has no further pension-related obligations for that employee. The Company contributed $ 1.2 million, $ 1.0 million and $ 1.1 million, respectively to the defined contribution plan for the years ended December 31, 2024, 2023 and 2022 . 17. Related Party Transactions Certain facilities leased by Spectrum LifeSciences LLC (“Spectrum”) are owned by the Roy Eddleman Living Trust (the “Trust”). As of December 31, 2024 , the Trust owned greater than 5 % of the Company's outstanding shares. Therefore, the Company considers the Trust to be a related party. 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 $ 0.6 million, $ 0.7 million and $ 0.7 million for the years ended December 31, 2024, 2023 and 2022 . 18. 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. 111