What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-08-24 compared with 2025-08-22 · 250 added, 263 removed, 951 unchanged (35% of the section changed)

7 unchanged sentences

Notes to Consolidated Financial Statements

Description of Business and and Summary of Significant Accounting Policies

Description of Business and Summary of Significant Accounting Policies

Revenue Recognition

2 unchanged sentences

Debt and Other Financing Arrangements

Supplemental Equity and Accumulated Other Comprehensive Income (Loss) Information

Supplemental Equity and Accumulated Other Comprehensive Loss Information

Earnings Per Share

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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 maintain ed in all material respects.

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 of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

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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.

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.

Minneapolis, Minnesota

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Earnings before income taxes

Net earnings attributable to noncontrolling interest

Net earnings attributable to Bio-Techne

Other comprehensive income (loss):

Foreign currency translation income (loss)

Foreign currency translation reclassified to earnings with Eminence deconsolidation

Unrealized gains (losses) on derivative instruments - cash flow hedges, net of tax

Unrealized losses on derivative instruments

Other comprehensive income (loss)

Other comprehensive income (loss) attributable to noncontrolling interest

Other comprehensive income (loss) attributable to Bio-Techne

Comprehensive income

7 unchanged sentences

Cash and cash equivalents

Short-term available-for-sale investments

Accounts receivable, less allowances of $ 4,644 and $ 4,215 , respectively

5 unchanged sentences

Intangible assets, net

Deferred tax asset

LIABILITIES AND SHAREHOLDERS’ EQUITY

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Shareholders’ equity:

Undesignated capital stock, no par;

Undesignated capital stock, par value $ .01 per share;

authorized 5,000,000 shares;

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Comprehensive

Noncontrolling

Income (Loss)

Balances at June 30, 2023

Reclassification of cumulative translation adjustment for Eminence to non-operating income

Elimination of noncontrolling equity interest from sale of Eminence

Other comprehensive income

Other comprehensive income (loss)

Share repurchases

6 unchanged sentences

Balances at June 30, 2024

Other comprehensive loss

Other comprehensive income (loss)

Share repurchases

6 unchanged sentences

Balances at June 30, 2025

Other comprehensive income

Other comprehensive income (loss)

Share repurchases

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Depreciation and amortization

Costs recognized on sale of acquired inventory

Deferred income taxes

1 unchanged sentence

Fair value adjustment to contingent consideration payable

Gain on sale of CCXI investment

(Gain) Loss on equity method investment

Loss on investments

Asset impairment restructuring

Gain on sale of Eminence

Impairment of assets held-for-sale

(Recovery) Impairment of assets held-for-sale

Other operating activity

Change in operating assets and operating liabilities, net of acquisition:

Change in operating assets and operating liabilities:

Trade accounts and other receivables, net

2 unchanged sentences

Salaries, wages and related accruals

Income taxes receivable

Net cash provided by (used in) operating activities

Income taxes payable

Net cash provided by operating activities

CASH FLOWS FROM INVESTING ACTIVITIES:

1 unchanged sentence

Purchases of available-for-sale investments

Proceeds from sale of CCXI investment

Additions to property and equipment

Acquisitions, net of cash acquired

Distributions from (Investments in) Wilson Wolf

Proceeds from sale of Eminence

Distributions from Wilson Wolf

Investment in Spear Bio

Proceeds from sale of assets held-for-sale

Net cash provided by (used in) investing activities

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

1 unchanged sentence

Proceeds from stock option exercises

Re-purchases of common stock

Repurchases of common stock

Borrowings under line-of-credit agreement

1 unchanged sentence

Taxes paid on RSUs and net share settlements

Other financing activity

Net cash provided by (used in) financing activities

Net cash used in financing activities

Effect of exchange rate changes on cash and cash equivalents

11 unchanged sentences

Our products aid in drug discovery efforts and provide the means for accurate clinical tests and diagnoses.

At the 2022 annual meeting of shareholders of the Company held on October 27, 2022, the shareholders approved an amendment and restatement of the Company’s articles of incorporation to increase the number of authorized shares of the Company’s common stock from 100,000,000 to 400,000,000 .

On November 1, 2022, the Company’s Board of Directors approved and declared a four -for-one split of the Company’s common stock in the form of a stock dividend.

Each stockholder of record on November 14, 2022 received three additional shares of common stock for each then-held share, which were distributed after close of trading on November 29, 2022.

All share and per share amounts presented herein have been retroactively adjusted to reflect the impact of the stock split.

Contingencies:

On June 25, 2026, the Company entered into the Agreement and Plan of Merger (the “Merger Agreement”), with Merck KGaA, Darmstadt, Germany, a German corporation with general partners (“Parent”), and EMD Holdings NewCo, Inc., a Minnesota corporation and a wholly-owned subsidiary of Parent (“Merger Sub”).

The Merger Agreement provides that, on the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving as a wholly-owned subsidiary of Parent.

At the effective time of the Merger (the “Effective Time”), each share of the Company’s common stock, par value $ 0.01 per share, (each, a “Share”) (other than Company Restricted Stock (as defined in the Merger Agreement)) issued and outstanding immediately prior to the Effective Time (other than Excluded Shares (as defined in the Merger Agreement)) will automatically be converted into the right to receive $ 73.00 in cash (the “Merger Consideration”), without any interest thereon and less any required tax withholdings and all of such Shares will cease to be outstanding and cease to exist.

Consummation of the Merger is subject to customary closing conditions, including:

(i) the approval of the Merger Agreement (including the “plan of merger” for purposes of the Minnesota Business Corporation Act) by the affirmative vote of the holders of a majority of the voting power of all of the Shares outstanding and entitled to vote thereon at the meeting of the Company’s shareholders held for the purpose of voting upon the approval of the Merger Agreement , (ii) the expiration or termination of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and all other scheduled antitrust or investment screening law approvals having been obtained (or the applicable waiting periods having expired or terminated) (such approvals, collectively, the “Required Approvals”), (iii) no governmental entity of competent jurisdiction having issued or entered any order, injunction or decree or enacted, enforced, issued, promulgated, entered or adopted any law, in each case, that is continuing in effect and that prohibits, enjoins or otherwise prevents the consummation of the Merger;

(iv) accuracy of the other party’s representations and warranties, subject to certain customary materiality or de minimis standards set forth in the Merger Agreement;

(v) the other party’s compliance with its obligations and covenants required under the Merger Agreement, subject to certain materiality standards;

and (vi) with respect to the obligations of Parent and Merger Sub, the Required Approvals not containing, individually or in the aggregate, a Burdensome Condition (as defined in the Merger Agreement) .

The Merger is expected to close by late 2026 or early 2027.

If the Merger Agreement is terminated under certain specified circumstances, the Company or Parent will be required to pay a termination fee to the other party.

The Company will be required to pay Parent a termination fee of approximately $ 230.5 million under specified circumstances, including termination of the Merger Agreement in connection with the Company’s entry into an agreement with respect to a Superior Proposal (as defined in the Merger Agreement) at any time prior to the Company receiving shareholder approval of the Merger Agreement or termination by Parent if the Company’s Board of Directors effects a Change of Company Recommendation (as defined in the Merger Agreement).

Parent will be required to pay the Company a termination fee of approximately $ 576.1 million under specified circumstances, including termination of the Merger Agreement due to the failure to consummate the Merger by the Outside Date (as defined in the Merger Agreement) as a result of the failure to obtain certain required regulatory approvals or due to a permanent injunction arising from Antitrust Laws or Investment Screening Laws (each as defined in the Merger Agreement) if certain other conditions are met.

Use of estimates:

The preparation of Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the Consolidated Financial Statements, and the reported amounts of revenues and expenses during the reporting period.

These estimates include the valuation of accounts receivable, available-for-sale investments, inventory, intangible assets, contingent consideration, stock-based compensation and income taxes.

The preparation of Consolidated Financial Statements in conformity with accounting principles generally accepted in the U.S.

(“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the Consolidated Financial Statements, and the reported amounts of revenues and expenses during the reporting period.

These estimates include the valuation of accounts receivable, available-for-sale investments, inventory, intangible assets, notes receivable, contingent consideration, stock-based compensation and income taxes.

Actual results could differ from these estimates.

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All intercompany accounts and transactions have been eliminated.

As Eminence met the criteria for consolidation, the transaction was accounted for in accordance with Accounting Standards Codification (ASC) 805, Business Combinations .

In applying ASC 805 to the transaction, the Company has elected to include Eminence in our Consolidated Financial Statements on a one month lag.

As noted below, Eminence was sold during the first fiscal quarter of 2023.

Equity method investments:

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Since the first part of the forward contract has been triggered, the second part of the forward contract will automatically trigger, and requires the Company to acquire the remaining equity interest in Wilson Wolf on December 31, 2027 based on a revenue multiple of approximately 4.4 times trailing twelve month revenue.

The second part of the contract would be accelerated in advance of December 31, 2027, if Wilson Wolf meets its second milestone of approximately $ 226 million

in annual revenue or $ 136 million in annual EBITDA.

The second part of the contract would be accelerated in advance of December 31, 2027, if Wilson Wolf meets its second milestone of approximately $ 226 million in annual revenue or $ 136 million in annual EBITDA.

If the second milestone is achieved, the forward contract requires the Company to pay approximately $ 1 billion plus potential consideration for revenue in excess of the revenue milestone.

35 unchanged sentences

The Company considers all of its marketable securities available-for-sale and reports them at fair value.

Unrealized gains and losses on our available-for-sale securities are included within Other income (expense).

Unrealized gains and losses on our available-for-sale securities are included within Other income (expense) in the Consolidated Statements of Earnings and Comprehensive Income.

In September 2025, the Company received MDxHealth SA (“MDxHealth”) stock as part of our divestiture of Exosome Diagnostics.

The fair value of the stock is included within Other current assets on the Consolidated Balance Sheets.

Refer to Note 5 for the fair market valuation for the periods presented.

Trade accounts receivable and allowances:

1 unchanged sentence

They are stated net of allowances for doubtful accounts, which represent estimated losses resulting from the inability of customers to make the required payments.

When determining the allowances for doubtful accounts, we take several factors into consideration, including the overall

composition of accounts receivable aging, our prior history of accounts receivable write-offs, the type of customer and our day-to-day knowledge of specific customers.

Changes in the allowances for doubtful accounts are included in Selling, general, & administrative expense in our Consolidated Statements of Earnings and Comprehensive Income.

When determining the allowances for doubtful accounts, we take several factors into consideration, including the overall composition of accounts receivable aging, our prior history of accounts receivable write-offs, the type of customer and our day-to-day knowledge of specific customers.

Changes in the allowances for doubtful accounts are included in Selling, general, & administrative expense in the Consolidated Statements of Earnings and Comprehensive Income.

The point at which uncollected accounts are written off varies by type of customer.

The Company does not have material long-term customer receivables.

Notes receivable:

Notes receivable are initially recorded at their net present value.

They are categorized into current for payments due within one year and noncurrent for payments due after one year.

The Company assesses the fair value for each reporting period.

Changes in the fair value are included in Other non-operating income (expense) in the Consolidated Statements of Earnings and Comprehensive Income.

The change in fair value is evaluated based on the debtor’s current financial condition and payment history.

Refer to Note 5 for additional information regarding the fair value of our notes receivable for the periods presented.

Inventories are stated at the lower of cost (first-in, first-out method) or net realizable value.

1 unchanged sentence

For certain proteins, antibodies, and chemically based manufactured products, the Company produces larger batches of established products than current sales requirements due to economies of scale through a highly controlled manufacturing process.

Accordingly, the manufacturing process for these products has and will continue to produce quantities in excess of forecasted usage.

Accordingly, the manufacturing process for these products has and will continue to produce quantities in excess

of forecasted usage.

The Company forecasts usage for its products based on several factors including historical demand, current market dynamics, and technological advances.

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We evaluate the recoverability of property, plant, equipment and amortizable intangibles whenever events or changes in circumstances indicate that an asset’s carrying amount may not be recoverable.

or (3) an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of an asset.

Such circumstances could include, but are not limited to, (1) a significant decrease in the market value of an asset, (2) a significant adverse change in the extent or manner in which an asset is used or in its physical condition, or (3) an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of an asset.

We compare the carrying amount of the asset to the estimated undiscounted future cash flows associated with it.

5 unchanged sentences

During the second quarter of fiscal 2024 there was a triggering event for the assets and liabilities associated with a disposal group in our Protein Sciences segment that were classified as held-for-sale.

During the fourth quarter of fiscal 2025 there was a triggering event for the assets and liabilities associated with a disposal group in our Diagnostics & Spatial Biology segment that were classified as held-for-sale.

During the fourth quarter of fiscal 2025 there was a triggering event for the assets and liabilities associated with a disposal group in our Diagnostics & Spatial

Biology segment that were classified as held-for-sale.

See Note 14 for additional details.

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We periodically review our reporting units to ensure that they continue to reflect the manner in which we operate our business.

The Company had five reporting units for our 2025, 2024, and 2023 goodwill impairment assessment performed on April 1 of each of the respective fiscal years, the date of our annual goodwill impairment assessment.

The Company had four reporting units for our 2026 goodwill impairment assessment performed on April 1, 2026, the date of our annual goodwill impairment assessment.

The Company had five reporting units for our 2025 goodwill impairment assessment performed on April 1, 2025.

The Company tests goodwill for impairment by either performing a qualitative evaluation or a quantitative test.

The qualitative evaluation for goodwill is an assessment of factors including reporting unit specific operating results as well as industry and market conditions, overall financial performance, and other relevant events and factors to determine whether it is more likely than not that the fair values of a reporting unit is less than its carrying amount, including goodwill.

The qualitative evaluation for goodwill is an assessment of factors including reporting unit specific operating results as well as industry and market conditions, overall financial performance, and other relevant events and factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill.

The Company may elect to bypass the qualitative assessment for its reporting units and perform a quantitative test.

The quantitative impairment test requires us to estimate the fair value of our reporting units based the income approach.

The quantitative impairment test requires us to estimate the fair value of our reporting units based on the income approach.

The income approach is a valuation technique under which we estimate future cash flows using the reporting unit’s financial forecast from the perspective of an unrelated market participant.

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In determining the estimated fair value of a reporting unit, we are required to estimate a number of factors, including projected operating results, terminal growth rates, economic conditions, anticipated future cash flows, the discount rate and the allocation of shared or corporate items.

In our fiscal 2025 annual goodwill impairment assessment, we elected to perform a quantitative assessment for all five of our reporting units.

In our fiscal 2026 annual goodwill impairment assessment, we elected to perform a qualitative assessment for all four of our reporting units.

The Company determined, after performing the qualitative analysis, there was no evidence that it is more likely than not that the fair value was less than the carrying amounts;

therefore, it was not necessary to perform a quantitative impairment test in fiscal 2026.

For fiscal 2025, we elected to perform a quantitative assessment for all five of our reporting units.

No impairment was identified as part of the analysis performed as the fair value of each of the reporting units exceeded the carrying value.

The Company did identify a triggering event related to a business held-for-sale, described in Note 14, in the fourth quarter after our annual goodwill impairment assessment, that led to an impairment of allocated goodwill.

For fiscal 2024 and 2023, we elected to perform a qualitative analysis for all five reporting units.

The Company determined, after performing the qualitative analysis, there was no evidence that it is more likely than not that the fair value was less

than the carrying amounts, therefore, it was not necessary to perform a quantitative impairment test in fiscal 2024 and 2023.

There was a triggering event related to a business held-for-sale described later in this note, leading to an impairment of allocated goodwill during the second half of fiscal 2024.

The Company did not identify any triggering events after our annual goodwill impairment analysis through June 30, 2024 and 2023, the date of our Consolidated Balance Sheets, that would require an additional goodwill impairment assessment to be performed.

For fiscal 2024, the Company also performed a qualitative assessment of the acquired in-process research and development assets to determine whether changes in events, circumstances, or the probability of successful development and commercialization of the assets indicated that it is more likely than not that the fair value of the acquired assets are less than its carrying amount.

Based on the analysis, the Company determined there was no indication of impairment of the indefinite-lived intangible asset.

This in-process research and development was placed into service during the fourth quarter of fiscal 2024 and will begin amortization over its expected useful life.

On September 1, 2022, the Company completed the sale of its equity shares of Eminence for approximately $ 17.8 million to a third party.

Eminence was considered a variable-interest entity that was fully consolidated in our financial statements.

Prior to the sale, Eminence had revenue of $ 2.0 million for the first fiscal quarter of 2023 within our Protein Sciences segment.

As a result of the sale of the business, the Company recorded a gain of $ 11.7 million within the Other income (expense) line in the Consolidated Statements of Earnings and Comprehensive Income.

Prior to the sale of Eminence, a triggering event was identified in the second quarter of fiscal 2022 and impairment testing was performed as Eminence was forecasted to not have sufficient cash to execute on their growth plan combined with their inability to secure additional financing.

Our impairment testing resulted in a full impairment of the Eminence goodwill and intangibles assets for charges of $ 8.3 million and $ 8.6 million, respectively , for fiscal 2022.

The Company also recognized inventory and fixed asset impairment charges of $ 0.9 million and $ 0.9 million, respectively.

These impairment charges were recorded within the Selling, general and administrative line in the Consolidated Statements of Earnings and Comprehensive Income for fiscal 2022.

In the fourth quarter of fiscal 2022, Eminence was able to secure cash deposits on future orders to provide funding for their operations.

This delay in liquidation allowed time for securing of additional investor financing which coincided with the sale of the Company's investment.

Restructuring actions:

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If a loss is reasonably possible but not known or probable, and may be reasonably estimated, the estimated loss or range of loss is disclosed.

When determining the

estimated loss or range of loss, significant judgment is required.

When determining the estimated loss or range of loss, significant judgment is required.

Estimates of probable losses resulting from litigation and governmental proceedings involving the Company are inherently difficult to predict, particularly when the matters are in early procedural stages with incomplete scientific facts or legal discovery, involve unsubstantiated or indeterminate claims for damages, potentially involve penalties, fines or punitive damages, or could result in a change in business practice.

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The dispute regarding the remaining 12,120 shares was resolved during the quarter ended March 31, 2025 resulting in total payments of $ 0.5 million.

During fiscal 2025 and 2024, the Company recognized $ 41.8 million and $ 3.5 million, respectively, of certain litigation charges.

There was no comparable activity in fiscal 2023.

During fiscal 2026, 2025, and 2024 the Company recognized $ 5.5 million, $ 41.8 million, and $ 3.5 million, respectively, of certain litigation charges.

As of each of the balance sheet dates presented, there was no accrued litigation.

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At any given time, the Company is involved in litigation relating to patents, trademarks, copyrights, trade secrets, and other intellectual property (IP) rights, and licenses, acquisitions or other agreements related to such rights.

This litigation includes, but it not limited to, alleged infringement or misappropriation of IP rights, or breach of obligations related to IP rights, or other claims asserted by competitors, individuals, or entities created specifically to fund IP litigation.

This litigation includes, but is not limited to, alleged infringement or misappropriation of IP rights, or breach of obligations related to IP rights, or other claims asserted by competitors, individuals, or entities created specifically to fund IP litigation.

While the outcome of these litigation matters is inherently uncertain, it is possible that the results of such litigation could require the Company to pay significant monetary damages.

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Newly Adopted Accounting Standards

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures (Topic 280) , which requires incremental disclosures on reportable segments, primarily through enhanced disclosures on significant segment expenses.

The Company adopted this guidance beginning with this annual report and this guidance will be applied to interim periods starting in fiscal 2026 on a retrospective basis.

Refer to Note 13 for our segment reporting disclosures.

Not Yet Adopted Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740) , which requires incremental annual disclosures on income taxes, including rate reconciliations, income taxes paid, and other disclosures.

The Company will adopt this guidance beginning in the fourth quarter of fiscal 2026 for our annual report.

This accounting standard will increase disclosures in the Company’s annual reporting but will have no impact on reported income tax expense or related income tax assets or liabilities.

The Company adopted this guidance for our fiscal 2026 annual report using a prospective method.

Refer to Note 12 for income tax reporting disclosures.

Not Yet Adopted Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Income Statement–Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) , which requires incremental disclosures on purchases of inventory, employee compensation, depreciation, intangible asset amortization, and other expenses.

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This accounting standard will increase disclosures in the Company’s annual reporting but will have no impact on reported income statement expenses.

In August 2025, the FASB issued ASU 2025-05, Financial Instruments–Credit Losses (Topic 326) , which requires incremental disclosures on estimating expected credit losses.

The Company will adopt this guidance beginning with our annual report for fiscal 2027.

We are currently evaluating the potential effect that the updated standard will have on our financial statement disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles–Goodwill and Other–Internal-Use Software (Subtopic 350-40) , which requires incremental disclosures on recording intangibles for internal-use software.

The Company will adopt this guidance beginning with our annual report for fiscal 2029.

We are currently evaluating the potential effect that the updated standard will have on our financial statement disclosures.

Other than the items noted above, there have been no new accounting pronouncements not yet effective that we believe have a significant impact, or potential significant impact, on our Consolidated Financial Statements.

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We elected the practical expedient allowing us to expense contract costs that would otherwise be capitalized and amortized over a period of less than one year.

Contract assets as of June 30, 2025 and 2024 are not material.

Contract assets as of June 30, 2026 and 2025 were not material.

Contract liabilities include billings in excess of revenues recognized, such as those resulting from customer advances and deposits and unearned revenue on warranty contracts.

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Finished goods (1)

Inventories, net

(1) Finished goods inventory of $ 6,342 and $ 5,822 is included within Other assets in the June 30, 2026 and 2025 Consolidated Balance Sheets, respectively, as it is forecasted to be sold after the 12 months subsequent to the Consolidated Balance Sheets dates.

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June 30, 2025

Held-for-sale goodwill (1)

Currency translation

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Equity method investment in Wilson Wolf

Derivative instruments

Long-term inventory

Investment in Spear Bio

Notes receivable (1)

(1) Amounts relate to the divestiture of our businesses held-for-sale.

Supplemental Cash Flow Information:

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We periodically complete business combinations that align with our business strategy.

Acquisitions are accounted for using the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed be recognized at fair value as of the acquisition date and that the results of operations of each acquired business be included

in our Consolidated Statements of Comprehensive Income from their respective dates of acquisitions.

Acquisition costs are recorded in Selling, general and administrative expenses as incurred.

Fiscal year 2025 Acquisitions

There were no acquisitions in fiscal 2025.

There were no acquisitions for fiscal 2026 and 2025.

Fiscal year 2024 Acquisitions

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The Lunaphore acquisition adds spatial biology instruments to Bio-Techne’s portfolio to accelerate our leadership position in translational and clinical research markets.

The transaction was accounted for in accordance with ASC 805, Business Combinations .

The transaction was accounted for in accordance with

ASC 805, Business Combinations .

The goodwill recorded as a result of the acquisition represents the strategic benefits of growing the Company’s product portfolio and the expected revenue growth from increased market penetration.

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The amortization period for trade names ranges from 4 years to 8 years .

The net deferred income tax liability represents the net amount of the estimated future impact of adjustments for costs to be

recognized as intangible asset amortization, which is not deductible for income tax purposes, offset by the deferred tax asset for the preliminary calculation of acquired net operating losses.

Fiscal year 2023 Acquisitions

Namocell, Inc.

On July 1, 2022, the Company acquired all of the ownership interests of Namocell, Inc.

(“Namocell”) for $ 101.2 million, net of cash acquired, plus contingent consideration of up to $ 25 million upon the achievement of certain future revenue thresholds.

The Namocell acquisition adds easy-to-use single cell sorting and dispensing platforms that are gentle to cells and preserve cell viability and integrity.

The transaction was accounted for in accordance with ASC 805, Business Combinations .

The goodwill recorded as a result of the acquisition represents the strategic benefits of growing the Company’s product portfolio and the expected revenue growth from increased market penetration.

The goodwill is not deductible for income tax purposes.

The business became part of the Protein Sciences operating segment in the first quarter of fiscal 2023.

The allocation of purchase price consideration related to Namocell was completed in the fourth quarter of fiscal 2023.

Net sales and operating loss of this business included in Bio-Techne's consolidated results of operations for the twelve months ended June 30, 2023 were approximately $ 6.4 million and $ 9.3 million, respectively.

The fair values of the assets acquired and liabilities assumed as of the acquisition date and the updated final amounts as of June 30, 2023 are as follows (in thousands):

Current assets, net of cash

Equipment and other long-term assets

Intangible assets:

Developed technologies

Customer relationships

Non-competition agreement

Total assets acquired

Deferred income taxes, net

Net assets acquired

Cash paid, net of cash acquired

Additional consideration

Net assets acquired

Tangible assets and liabilities acquired were recorded at fair value on the date of close based on management's assessment.

The purchase price allocated to developed technology was based on management’s forecasted cash inflows and outflows and using a relief from royalty method to calculate the fair value of assets purchased.

The purchase price allocated to customer relationships and trade names was based on management's forecasted cash inflows and outflows and using a multiperiod excess earnings method.

The amount recorded for developed technology is being amortized with the expense reflected in Cost of sales in the Consolidated Statements of Earnings and Comprehensive Income.

The amortization period for developed technology is estimated to be 13 years .

Amortization expense related to customer relationships is reflected in Selling, general and administrative expenses in the Consolidated Statements of Earnings and Comprehensive Income.

The amortization period for customer relationships is estimated to be 4 years .

The amount recorded for trade names and the non-competition agreement is being amortized with the expense reflected in Selling, general and administrative expenses in the Consolidated Statements of Earnings and Comprehensive Income.

The amortization period for both trade names and the non-competition agreement is estimated to be 3 years .

The net deferred income tax liability represents the

net amount of the estimated future impact of adjustments for costs to be recognized as intangible asset amortization, which is not deductible for income tax purposes, offset by the deferred tax asset for the preliminary calculation of acquired net operating losses.

The net deferred income tax liability represents the net amount of the estimated future impact of adjustments for costs to be recognized as intangible asset amortization, which is not deductible for income tax purposes, offset by the deferred tax asset for the preliminary calculation of acquired net operating losses.

Fair Value Measurements:

The Company’s financial instruments include cash and cash equivalents, available for sale investments, accounts receivable, accounts payable, contingent consideration obligations, derivative instruments, and long-term debt.

The Company’s financial instruments include cash and cash equivalents, available for sale investments, accounts receivable, notes receivable, accounts payable, contingent consideration obligations, derivative instruments, and long-term debt.

Fair value is defined as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date.

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Inputs Considered as

Derivatives designated as hedging instruments - cash flow hedges

Exchange traded securities (1)

Other current assets

Notes receivable (2)

Other current assets

Notes receivable (2)

Derivatives designated as hedging instruments - net investment hedge

1 unchanged sentence

Total liabilities

(1) Exchange traded securities received from the buyer in the sale of Exosome Diagnostics.

(2) Notes receivable relate to the divestiture of our businesses held-for-sale.

Fair Value Measurements Using

1 unchanged sentence

Inputs Considered as

Certificates of deposit (1)

Short-term available-for-sale investments

Derivatives designated as hedging instruments - cash flow hedges

Other current assets

Derivatives designated as hedging instruments - cash flow hedges

Note receivable (1)

Other current assets

Note receivable (1)

Derivatives designated as hedging instruments - net investment hedge

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Total liabilities

(1) The certificates of deposit have contractual maturity dates within one year.

Notes receivable relates to the divestiture of our business held-for-sale.

Fair value measurements of available for sale securities

Available for sale securities are measured at fair value using quoted market prices in active markets for identical assets and are therefore classified as Level 1 assets.

Exchange traded securities are measured at fair value using quoted market prices in active markets for identical assets and are therefore classified as Level 1 assets.

Fair value measurements of notes receivable

The Company had $ 11.5 million and $ 5.3 million in notes receivable as of June 30, 2026 and 2025, respectively, for the businesses held-for-sale in the Protein Sciences segment and Diagnostics and Spatial Biology segment.

The change in fair value is included in Other non-operating income (expense) within our Consolidated Statements of Earnings and Comprehensive Income.

The following table presents a reconciliation of the notes receivable measured on a recurring basis using significant unobservable inputs (Level 3) (in thousands):

Beginning balance

Payments received

Changes in fair value included in earnings

Ending balance

The use of different assumptions, applying different judgment to matters that inherently are subjective and changes in future market conditions could result in different estimates of fair value of our notes receivable, currently and in the future.

The Company primarily estimates the fair value of its notes receivable using a discounted cash flow model that has been internally developed.

The models use inputs, such as estimated losses and discount rates, that are unobservable but reflect the Company’s best estimates of the assumptions a market participant would use to calculate fair value.

Refer to Note 1 for additional information on the Company’s policy on fair value assessment.

Fair value measurements of derivative instruments

9 unchanged sentences

(1) In May 2021, the Company entered into a forward starting swap designated as a cash flow hedge on forecasted debt based on $ 200 million of notional principal.

The effective date of the swap was November 2022 with the full swap maturing in November 2025.

The effective date of the swap was November 2022 and matured in November 2025.

No cash flow hedges were entered into as of June 30, 2026.

(2) In July 2023, the Company entered into a pay-fixed rate, receive-fixed rate cross-currency swap contract with a total notional amount of $ 150 million that was designated as a hedge to lock in the Swiss franc (CHF) rate for a portion of the Company’s CHF net investment in its Lunaphore subsidiary in Switzerland.

1 unchanged sentence

The hedging instrument has four interim settlement dates, which will reduce the notional on the hedging instrument by $ 10 million at each interim date, and will reduce the notional to $ 110 million at maturity.

The pretax amount of the gains and losses on our hedging instruments and the classification of those gains and losses with our Consolidated Financial Statements for the years ended June 30, 2025, 2024 and 2023 were as follows (in thousands):

The pretax amount of the gains and losses on our hedging instruments and the classification of those gains and losses within the Consolidated Financial Statements for the years ended June 30, 2026, 2025 and 2024 were as follows (in thousands):

(Gain) Loss Recognized in Accumulated Other Comprehensive Loss

3 unchanged sentences

Cross-currency swap

(Gain) Loss Reclassified into Income

Gain Reclassified into Income

Income Statement

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Interest expense

Gains or losses related to the net investment hedges are classified as foreign currency translation adjustments in the schedule of changes in Accumulated Other Comprehensive Income (“AOCI”) in Note 8, as these items are attributable to the Company’s hedges of its net investment in foreign operations.

Gains or losses related to the cash flow hedges are classified as Unrealized gains (losses) on cash flow hedges in the schedule of changes in AOCI in Note 8.

Gains or losses related to the net investment hedges are classified as foreign currency translation adjustments in the schedule of changes in Accumulated Other Comprehensive Loss in Note 8, as these items are attributable to the Company’s hedges of its net investment in foreign operations.

Gains or losses related to the cash flow hedges are classified as Unrealized gains (losses) on cash flow hedges in the schedule of changes in Accumulated Other Comprehensive Loss in Note 8.

The instruments were valued using observable market inputs in active markets and therefore are classified as Level 2 liabilities.

Fair value measurements of contingent consideration

As of December 31 2023 , the Company's obligation for potential contingent consideration payments related to the Namocell and Asuragen acquisitions was relieved as the likelihood that the revenue thresholds and product milestones would be achieved in the timeframe established within the purchase agreement was remote.

As a result, the Company reversed an accrual for the fair value of the contingent liabilities at the date of settlement during fiscal 2024, respectively.

There was no contingent consideration throughout all of fiscal 2025.

The following table presents a reconciliation of the liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (in thousands):

Fair value at the beginning of period

Purchase price contingent consideration (Note 4)

Change in fair value of contingent consideration

Fair value at the end of period

If market conditions deteriorate, we may incur impairment charges for securities in our investment portfolio.

Fair value measurements of other financial instruments – The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it is practicable to estimate fair value.

17 unchanged sentences

The Company recognizes operating lease expense on a straight-line basis over the lease term.

Further, as part of our adoption of ASC 842 , the Company also made the accounting policy elections to not capitalize short term leases (defined as a lease with a lease term that is less than 12 months) and to combine lease and non-lease components for all asset classes in determining the lease payments.

The Consolidated Financial Statements include the following amounts related to operating leases where the Company is the lessee ($ in thousands):

Further, as part of our adoption of ASC

842 , the Company also made the accounting policy elections to not capitalize short term leases (defined as a lease with a lease term that is less than 12 months) and to combine lease and non-lease components for all asset classes in determining the lease payments.

The Consolidated Financial Statements include the following amounts related to operating leases where the Company is the lessee (in thousands, except weighted averages):

Consolidated Statements of Earnings

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Operating lease ROU assets

Right-of-use asset

Right-of-use assets

Operating lease liabilities - current

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Certain leases include one or more options to renew, with terms that extend the lease term up to five years .

The Company includes option to renew the lease as part of the right of use lease asset and liability when it is reasonably certain the Company will exercise the option.

The Company includes option to renew the lease as part of the right of use lease asset and liability when it is reasonably certain the

Company will exercise the option.

In addition, certain leases contain fair value purchase and termination options with an associated penalty.

In general, the Company is not reasonably certain to exercise such options.

Supplemental Equity and Accumulated Other Comprehensive Income (Loss) Information:

Supplemental Equity and Accumulated Other Comprehensive Loss Information:

The Company has declared cash dividends per share of $ 0.32 in fiscal 2026, 2025, and 2024.

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In fiscal 2025, the Company incurred $ 1.8 million in excise tax from the share repurchase that was recorded in additional paid-in capital.

During fiscal 2025, 2024 and 2023, the amounts within the Consolidated Statements of Shareholders’ Equity for the surrender and retirement of stock to exercise options due to net settlement stock options exercises, restricted stocks vesting, and restricted stock units vesting were $ 6.5 million, $ 21.9 million, and $ 28.9 million, respectively.

Accumulated Other Comprehensive Income (Loss)

There was no comparable activity for fiscal 2026 and 2024.

During fiscal 2026, 2025 and 2024, the amounts within the Consolidated Statements of Shareholders’ Equity for the surrender and retirement of stock to exercise options due to net settlement stock options exercises and to cover tax withholdings on vested restricted stocks and restricted stock units were $ 12.1 million, $ 6.5 million, and $ 21.9 million, respectively.

Accumulated Other Comprehensive Loss

The components of Other comprehensive income (loss) consist of changes in foreign currency translation adjustments and changes in net unrealized gains (losses) on derivative instruments designated as cash flow hedges.

Changes in Accumulated other comprehensive income (loss) attributable to Bio-Techne by component (in thousands):

The following table reflects the changes in Accumulated other comprehensive loss by component (in thousands):

Balance as of June 30, 2023, net of tax (1)

Other comprehensive income (loss), before tax, attributable to Bio-Techne:

Other comprehensive income (loss), before tax:

Amounts before reclassifications

Amounts reclassified out

Total other comprehensive income (loss), before tax, attributable to Bio-Techne:

Total other comprehensive income (loss), net of tax, attributable to Bio-Techne:

Total other comprehensive income (loss), before tax:

Total other comprehensive income (loss), net of tax:

Balance as of June 30, 2024, net of tax (1)

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Balance as of June 30, 2026, net of tax (1)

(1) Amounts before reclassifications related to foreign currency translation adjustments in the table above includes the amount attributable to Bio-Techne and excludes the $ 33 thousand attributable to the non-controlling interest in Eminence as of June 30, 2023.

(2) The Company had a net deferred tax liability for its cash flow hedge of $ 0.8 million, $ 2.5 million, and $ 4.0 million as of June 30, 2025, 2024 and 2023.

(1) The Company had a net deferred tax liability for its cash flow hedge of $ 0.8 million and $ 2.5 million as of June 30, 2025 and 2024.

The cash flow hedge matured in fiscal 2026 resulting in no deferred tax liability for a cash flow hedge as of June 30, 2026.

Income taxes are not provided for foreign translation relating to permanent investments in international subsidiaries, but tax effects within foreign currency translation adjustments do include impacts from the net investment hedge.

3 unchanged sentences

Earnings per share – basic:

Net earnings, including noncontrolling interest

Less net earnings attributable to noncontrolling interest

Net earnings attributable to Bio-Techne

Income allocated to participating securities

3 unchanged sentences

Earnings per share – diluted:

Net earnings, including noncontrolling interest

Less net earnings attributable to noncontrolling interest

Net earnings attributable to Bio-Techne

Income allocated to participating securities

18 unchanged sentences

There were 36.2 million shares of common stock authorized for grant under the Plans.

The maximum aggregate number of shares of common stock reserved and available for awards under the 2020 Equity Incentive Plan is 9,936,808 shares.

At June 30, 2025, there were 6.8 million shares of common stock available for grant under the 2020 Equity Incentive Plan.

The maximum term of incentive options granted under the 2020 Equity Incentive Plan is ten years .

The Plans are administered

by the Board of Directors and its Executive Compensation Committee, which determine the persons who are to receive awards under the Plans, the number of shares subject to each award and the term and exercise price of each award.

The maximum aggregate number of shares of common stock reserved and available for awards under the Plans is 9,936,808 shares.

At June 30, 2026, there were 5.9 million shares of common stock available for grant under the Plans.

The maximum contractual term of incentive and nonqualified options granted under the Plans is ten years .

The Plans are administered by the Board of Directors and its Executive Compensation Committee, which determine the persons who are to receive awards under the Plans, the number of shares subject to each award and the term and exercise price of each award.

The number of shares of common stock subject to outstanding awards as of June 30, 2026 under the Plans were 8.1 million.

17 unchanged sentences

Exercisable at June 30, 2026:

The weighted average fair value of options granted during fiscal 2025, 2024, and 2023 was $ 24.75 , $ 27.27 , and $ 29.53 , respectively.

The total intrinsic value of options exercised during fiscal 2025, 2024, and 2023 were $ 36.9 million, $ 100.8 million, and $ 90.2 million, respectively.

The total fair value of options exercised during fiscal 2025, 2024, and 2023 were $ 50.7 million, $ 58.2 million, and $ 46.5 million, respectively.

The total fair value of options vested during fiscal 2025, 2024, and 2023 were $ 36.4 million, $ 31.6 million, and $ 31.0 million, respectively.

The weighted average fair value of options granted was $ 19.16 , $ 24.75 , and $ 27.27 in fiscal 2026, 2025, and 2024, respectively.

The total intrinsic value of options exercised was $ 40.7 million, $ 36.9 million, and $ 100.8 million in fiscal 2026, 2025, and 2024, respectively.

The total fair value of options exercised was $ 127.6 million, $ 50.7 million, and $ 58.2 million in fiscal 2026, 2025, and 2024, respectively.

The total fair value of options vested was $ 42.0 million, $ 36.4 million, and $ 31.6 million in fiscal 2026, 2025, and 2024, respectively.

Stock options vest over a four-year period.

Option exercise prices for options granted by the Company equal the closing price of the Company’s common stock on the New York Stock Exchange on the date of grant.

Option exercise prices for options granted by the Company equal the closing price of the Company’s common stock on the Nasdaq Stock Market on the date of grant.

Restricted common stock activity under the Plans for the three years ended June 30, 2026, consists of the following (units in thousands):

4 unchanged sentences

Unvested at June 30, 2026

The total fair value of restricted shares that vested was $ 2.0 million for fiscal 2025, $ 2.4 million for fiscal 2024, and $ 3.1 million for fiscal 2023.

The total fair value of restricted shares that vested was $ 1.1 million, $ 2.0 million, and $ 2.4 million for fiscal 2026, 2025, and 2024, respectively.

Restricted stock unit activity under the Plans for the three years ended June 30, 2026, consists of the following (units in thousands):

5 unchanged sentences

Outstanding at June 30, 2026

The total fair value of restricted stock units that vested was $ 10.6 million for fiscal 2025, $ 9.9 million for fiscal 2024, and $ 6.4 million for fiscal 2023.

The total fair value of restricted stock units that vested was $ 18.1 million, $ 10.6 million, and $ 9.9 million for fiscal 2026, 2025, and 2024, respectively.

The restricted stock units vest over a three-year period.

2 unchanged sentences

compensation costs, inclusive of payroll taxes, of $ 1.6 million, $ 1.3 million, and $ 0.9 million was included in Cost of sales sold in fiscal 2026, 2025, and 2024, respectively.

As of June 30, 2025, there was $ 39.3 million of unrecognized compensation cost related to non-vested stock options, non-vested restricted stock units and non-vested restricted stock which will be expensed in fiscal 2026 through 2029 using a 4.5 % forfeiture rate.

As of June 30, 2026, there was $ 32.1 million of unrecognized compensation cost related to non-vested stock options, non-vested restricted stock units and non-vested restricted stock which will be expensed in fiscal 2027 through 2030.

The weighted average period over which the compensation cost is expected to be recognized is 1.9 years.

7 unchanged sentences

The Company makes matching contributions to the Plan.

The Company has recorded an expense for contributions to the plans of $ 6.3 million, $ 5.8 million, and $ 4.9 million for the years ended June 30, 2025, 2024, and 2023, respectively.

The Company has recorded an expense for contributions to the plans of $ 6.0 million, $ 6.3 million, and $ 5.8 million in fiscal 2026, 2025, and 2024, respectively.

The Company operates defined contribution pension plans, which consists of primarily our U.K.

and China employees.

The Company’s contribution to the defined pension contribution plan was $ 5.6 million, $ 5.5 million, and $ 2.4 million for the years ended June 30, 2025, 2024 and 2023, respectively.

The Company’s contribution to the defined pension contribution plan was $ 6.9 million, $ 5.6 million, and $ 5.5 million for fiscal 2026, 2025 and 2024, respectively.

Performance incentive programs:

2 unchanged sentences

Other Income / (Expense):

The components of Other income (expense) in the accompanying Consolidated Statements of Earnings and Comprehensive Income are as follows (in thousands):

The components of Other income (expense), net in the accompanying Consolidated Statements of Earnings and Comprehensive Income are as follows (in thousands):

Year Ended June 30,

1 unchanged sentence

Interest income

Gain (loss) on investment (1)

Gain (loss) on equity method investment

Gain (loss) on investment (1)

Other non-operating income (expense), net

Total other income (expense)

(1) For fiscal 2024, this is for a $ 0.3 million gain on the sale of our exchange trade investment grade bond funds.

For fiscal 2023, this is for a $ 37.2 million gain on the sale of our CCXI investment, an $ 11.7 million gain on the sale of Eminence, and a gain of $ 0.4 million related to the change in fair value of our exchange traded bond funds.

Total other income (expense), net

(1) Fiscal 2026 relates to the change in stock valuation for MDxHealth.

Income Taxes:

10 unchanged sentences

Total income tax provision

The Company’s discrete tax benefits in fiscal 2025, 2024, and 2023 primarily related to share-based compensation excess tax benefits of $ 4.5 million, $ 18.4 million, and $ 12.3 million, respectively.

The following is a reconciliation of the federal tax calculated at the statutory rate to the actual income taxes provided:

The following is a reconciliation of the federal tax calculated at the statutory rate to the actual income taxes provided ($ amounts in thousands):

Year Ended June 30, 2026

federal statutory tax rate

State and local income taxes, net of federal effect (1)

Effect of cross border tax laws:

Foreign-derived intangible income

R&D tax credits

Valuation allowances

Nontaxable or nondeductible items:

Executive compensation limitation

Other adjustments

Foreign tax effects:

Statutory tax rate difference between Switzerland and U.S.

Change in valuation allowance

Other foreign jurisdictions

Changes in unrecognized tax benefits

Effective tax rate

(1) State and local taxes in Massachusetts, New York, Connecticut, and New York City comprise the majority (greater than 50 percent) of the tax effect in this category.

As previously disclosed for the years ended June 30, 2025 and 2024, prior to the adoption of ASU 2023-09, the reconciliation of the federal tax calculated at the statutory rate to the actual income taxes provided is as follows:

Year Ended June 30,

Income tax expense at federal statutory rate

11 unchanged sentences

Effective tax rate

(1) This includes the impact of the non-deductible portion of a non-recurring arbitration award of 7.9 % .

(1) This includes the impact of the non-deductible portion of a non-recurring arbitration award of 7.9 % in fiscal 2025.

The cash paid for income taxes (net of refunds received) is as follows (in thousands):

Year Ended June 30,

State and Local

United Kingdom

Total Foreign

Cash paid for income taxes (net of refunds received)

Cash paid for income taxes (prior to ASU 2023-09)

Deferred taxes on the Consolidated Balance Sheets consisted of the following temporary differences (in thousands):

1 unchanged sentence

Tax credit carryovers

Excess tax basis in investments

Capital loss carryforward

Excess tax basis in equity investments

Deferred compensation

1 unchanged sentence

Capitalized R&D

Held-for-sale asset impairment

Valuation allowance

3 unchanged sentences

Deferred tax liabilities

Net deferred income tax assets (liabilities)

Net deferred income tax (liabilities) assets

A deferred tax valuation allowance is required when it is more likely than not that all or a portion of deferred tax assets will not be realized.

5 unchanged sentences

Some of the net operating loss carryforwards expire between fiscal 2027 and 2036.

Federal net operating loss carryforwards generated after December 31, 2017 have an indefinite carryforward period but the Company expects to be fully utilize these attributes by June 30, 2032.

Federal net operating loss carryforwards generated after December 31, 2017 have an indefinite carryforward period but the Company expects to fully utilize these attributes by June 30, 2032.

The Company has a deferred tax asset of $ 8.0 million, net of the valuation allowance discussed above, related to the net operating loss carryovers.

As of June 30, 2026, the Company has federal and state tax credit carryforwards of $ 5.3 million and $ 4.8 million, respectively.

The federal tax credit carryforwards expire between 2028 and 2040.

The majority of the state credit carryforwards have no expiry date.

The state credit carryforwards that have expiry dates have a full valuation allowance.

The federal tax credit carryforwards expire between fiscal 2028 and 2040.

The majority of the state credit carryforwards expire between fiscal 2033 and 2041.

The Company has a deferred tax asset of $ 4.4 million, net of the valuation allowance discussed above, related to the tax credit carryovers.

30 unchanged sentences

No customer in the Protein Sciences segment accounted for more than 10% of the segment’s net sales for fiscal 2026, 2025, and 2024.

The Company’s Diagnostics and Spatial Biology segment is comprised of the diagnostics reagents division, spatial biology divsion, and molecular diagnostics division.

Our Diagnostics and Spatial Biology segment develops and manufactures diagnostic products, including controls, calibrators, and diagnostic assays for the regulated diagnostics market, exosome-based molecular diagnostic assays, advanced tissue-based in-situ hybridization assays for spatial genomic and tissue biopsy analysis, and genetic and oncology kits for research and clinical applications.

The Company’s Diagnostics and Spatial Biology segment is comprised of the Bio-Techne diagnostic division and spatial biology division.

Our Diagnostics and Spatial Biology segment develops and manufactures diagnostic products, including controls, calibrators, and diagnostic assays for the regulated diagnostics market, advanced tissue-based in-situ hybridization assays for spatial genomic and tissue biopsy analysis, and genetic and oncology kits for research and clinical applications.

No customer in the Diagnostics and Spatial Biology segment accounted for more than 10% of the segment’s net sales for fiscal 2026, 2025, and 2024.

17 unchanged sentences

Unallocated amounts

Costs recognized on sale of acquired inventory

Amortization of intangibles

1 unchanged sentence

Certain litigation charges

Impairment of assets held-for-sale

Stock based compensation, inclusive of employer taxes

Restructuring and restructuring-related costs

Recovery of assets held-for-sale

Corporate general, selling, and administrative expenses

1 unchanged sentence

Consolidated operating income

(1) Since December 31, 2023, the Company has a business that has met the held-for-sale criteria.

(1) Since June 30, 2025, the Company has had a business that has met the held-for-sale criteria.

Segment results exclude the results of this business held-for-sale for fiscal 2026.

14 unchanged sentences

Certain litigation charges

Impairment of assets held-for-sale

Stock based compensation, inclusive of employer taxes

Restructuring and restructuring-related costs

Impairment of assets held-for-sale

Corporate general, selling, and administrative expenses

1 unchanged sentence

Consolidated operating income

(1) Since December 31, 2023, the Company has a business that has met the held-for-sale criteria.

Segment results exclude the six-month results of this business held-for-sale for the period starting December 31, 2023 through June 30, 2024 while the business has met the held-for-sale criteria.

(1) Since December 31, 2023, the Company has had a business that has met the held-for-sale criteria.

Segment results exclude the results of this business held-for-sale for fiscal 2025

For the Year Ended June 30, 2024

1 unchanged sentence

Diagnostics and Spatial Biology

Other revenue (1)

Consolidated net sales

7 unchanged sentences

Amortization of intangibles

Impact of partially-owned consolidated subsidiaries

Acquisition related expenses and other

Certain litigation charges

Impairment of assets held-for-sale

Stock based compensation, inclusive of employer taxes

1 unchanged sentence

Corporate general, selling, and administrative expenses

Impact of business held-for-sale (1)

Consolidated operating income

(1) Since December 31, 2023, the Company has had a business that has met the held-for-sale criteria.

Segment results exclude the six-month results of this business held-for-sale for the period starting December 31, 2023 through June 30, 2024 while the business has met the held-for-sale criteria.

The Company has some integrated facilities that serve both segments.

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The Company has disclosed sales by geographic area based on the location of the customer or distributor in Note 2.

The Company has disclosed dis-aggregated product and service revenue by consumables, instruments, and services in Note 2.

The Company has disclosed disaggregated product and service revenue by consumables, instruments, and services in Note 2.

The Company considers total instrument and total service revenue to represent similar groups of products in the fiscal years presented.

The Company considers our consumables sold in the Protein Sciences and Diagnostics and Spatial Biology segments to represent different groups of products and therefore have separately disclosed the related consumables revenue (in thousands):

The Company considers consumables sold in the Protein Sciences and Diagnostics and Spatial Biology segments to represent different groups of products and therefore have separately disclosed the related consumables revenue (in thousands):

Year Ended June 30,

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Fiscal 2026 Restructuring Actions:

Early in the fourth quarter, management engaged in a series of restructuring activities to optimize certain reporting structures and internal functions.

These activities included a focus on a streamlined brand architecture, realignment of functions supporting the different brands, including operations, and our people.

The Company is expecting to incur costs related to these actions through fiscal 2027, which will be recorded when specified criteria are met.

The restructuring and restructuring-related changes for periods presented were recorded in the Consolidated Statements of Earnings and Comprehensive Income as follows (in thousands):

Cost of sales

Selling, general and administrative

(1) Restructuring actions impacting research and development are not material to separately disclose and have been included within Selling, general and administrative costs.

Restructuring and restructuring-related costs by segment are as follows (in thousands):

Year ended June 30, 2026

Asset-related

Protein Sciences

Diagnostics and Spatial Biology

The following table summarizes the changes in the Company’s accrued restructuring balance, which is included within Accrued expenses in the accompanying Consolidated Balance Sheets.

Other amounts reported as restructuring and restructuring-related costs in the accompanying Consolidated Statements of Earnings and Comprehensive Income have been summarized in the notes to the table (in thousands):

Year ended June 30, 2026

Asset-related

Expense incurred in the fourth quarter of 2026

Cash payments

Non-cash adjustments

Accrued restructuring as of June 30, 2026

Fiscal 2025 Restructuring Actions:

During the fourth quarter, management engaged in a series of restructuring activities to optimize components of our global manufacturing processes.

These activities included adjusting manufacturing locations and protocols of certain products to better align with geographical and customer demand.

Associated with these manufacturing changes, the Company incurred asset impairments of $ 11.5 million.

Additionally, the Company pursued strategic divestiture of the Exosome Diagnostics business.

The Company is expecting to incur costs related to these actions through fiscal 2027, which will be recorded when specified criteria are met.

As part of these actions, certain assets and liabilities associated with a disposal group in our Diagnostics and Spatial Biology segment were classified as held-for-sale as of May 31, 2025, including $ 4.5 million of goodwill allocated to the disposal group on a relative fair value basis.

As a result of an impairment test performed over the disposal group during fiscal 2025, a cumulative impairment charge of $ 83.1 million which includes the allocated goodwill, was recorded in the Selling, general and administrative line in the Consolidated Statements of Earnings and Comprehensive Income for fiscal 2025.

As part of these actions, certain assets and liabilities associated with the Exosome Diagnostics business were classified as held-for-sale, including $ 4.5 million of goodwill allocated on a relative fair value basis at June 30, 2025.

As a result of an impairment test performed during fiscal 2025, a cumulative impairment charge of $ 83.1 million was recorded.

During the quarter ended September 30, 2025, the Company entered into an agreement with a buyer to purchase the Exosome Diagnostics business for approximately $ 15.0 million, with approximately $ 6.8 million in stock received at closing.

Additionally, we recognized a recovery of assets held-for-sale of $ 6.8 million during the quarter ended September 30, 2025 recorded within Selling, general, and administrative on the Consolidated Statements of Earnings and Comprehensive Income.

As part of the agreement, the Company and the buyer entered into a promissory note that will mature in September 2029 that requires the buyer to pay four annual installments of $ 2.5 million, of which up to $ 5.0 million is payable in the stock of the buyer, MDxHealth.

As of June 30, 2026, the fair value of the note receivable was approximately $ 9.0 million and is included within Other current assets and Other assets on the Consolidated Balance Sheets.

The restructuring and restructuring-related charges for periods presented were recorded in the Consolidated Statements of Earnings and Comprehensive Income as follows (in thousands):

1 unchanged sentence

Selling, general and administrative (1)

(1) Restructuring actions impacting research and development are not material to separately disclose and have been included within Selling, general and administrative costs.

Restructuring and restructuring-related costs by segment are as follows (in thousands):

1 unchanged sentence

Asset-related

Impairment of

assets held-for-sale

1 unchanged sentence

Diagnostics and Spatial Biology

Year ended June 30, 2025

Asset-related

assets held-for-sale

Protein Sciences

Diagnostics and Spatial Biology

The following table summarizes the changes in the Company’s accrued restructuring balance, which is included within Accrued expenses in the accompanying Consolidated Balance Sheets.

Other amounts reported as restructuring and restructuring-related costs in the accompanying Consolidated Statements of Income and Comprehensive Income have been summarized in the notes to the table (in thousands):

Impairment (Recovery)

Asset-related

severance (1)

impairment and other (2)

and other (2)

held-for-sale

2 unchanged sentences

Non-cash adjustments

Accrued restructuring actions balance as of June 30, 2025

Accrued restructuring as of June 30, 2025

Expense incurred in fiscal 2026

Cash payments

Non-cash adjustments

Accrued restructuring as of June 30, 2026

(1) Relates to impacted employees’ final paycheck, separation payments, outplacement services, legal fees, and retention packages.

1 unchanged sentence

In the first quarter of fiscal 2025, the Company announced enterprise-wide restructuring focused on recovering operating margins and optimizing our manufacturing footprint.

The Company is expecting to incur costs related to these actions through fiscal 2026, which will be recorded when specified criteria are met.

The costs incurred were completed through the end of fiscal 2026.

The restructuring and restructuring-related charges for periods presented were recorded in the Consolidated Statements of Earnings and Comprehensive Income as follows (in thousands):

5 unchanged sentences

Asset-related

Protein Sciences

1 unchanged sentence

The following table summarizes the changes in the Company’s accrued restructuring balance, which is included within Other current liabilities in the accompanying Consolidated Balance Sheets.

Other amounts reported as restructuring and restructuring-related costs in the accompanying Consolidated Statements of and Comprehensive Earnings have been summarized in the notes to the table (in thousands):

Asset-related

severance (1)

impairment and other (2)

Initial expense incurred in the first quarter of 2025

and other (2)

Expense incurred in the first quarter of 2025

Incremental expense incurred in remainder of 2025

1 unchanged sentence

Non-cash adjustments

Accrued restructuring actions balance as of June 30, 2025

Accrued restructuring as of June 30, 2025

Incremental expense incurred in fiscal 2026

Cash payments

Accrued restructuring as of June 30, 2026

(1) Relates to impacted employees’ final paycheck, separation payments, outplacement services, legal fees, and retention packages related to the closure or relocation of certain manufacturing sites.

9 unchanged sentences

As part of the arrangement, the Company and the buyer entered into a promissory note that will mature in February 2027 and agrees that the buyer shall pay in quarterly installments.

As of June 30, 2025, the fair value of the note receivable was approximately $ 5.3 million and is included within Other current assets and Other assets on the Consolidated Balance Sheets.

The fair value of the note receivable was approximately $ 2.5 million and $ 5.3 million as of June 30, 2026 and 2025, respectively, and is included within Other current assets and Other assets on the Consolidated Balance Sheets.

As of June 30, 2025, the assets remaining within the disposal group primarily include the land and building of $ 4.7 million, which is net of expected selling costs.

These assets are actively marketed at a fair value based on market conditions such that the held-for-sale criterion are still met.

The held-for-sale assets are recorded in Current assets held-for-sale in our Consolidated Balance Sheets as of June 30, 2025 and 2024.

The held-for-sale assets are recorded in Current assets held-for-sale in the Consolidated Balance Sheets as of June 30, 2025.

The restructuring and restructuring-related charges, including the impairment (recovery) of assets held-for-sale, for periods presented were recorded in the Consolidated Statements of Earnings and Comprehensive Income as follows (in thousands):

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The following table summarizes the changes in the Company’s accrued restructuring balance, which is included within Other current liabilities in the accompanying Consolidated Balance Sheets.

Impairment (recovery)

Asset-related

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held-for-sale

Initial expense incurred in the second quarter of 2024

Expense incurred in the second quarter of 2024

Incremental expense incurred in the remainder of 2024

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(3) Relates to the refinement of the accrual recorded in the second quarter of fiscal 2024.

Fiscal 2023 Restructuring Actions:

QT Holdings Corporation (Quad)

In August 2022, the Company informed employees of our decision to close our Quad facility as part of a realignment of activities within our Reagent Solutions division.

The closure of the site was completed in the fourth quarter of fiscal 2023.

As a result of the restructuring activities, an estimated pre-tax charge of $ 2.2 million was recorded within our Protein Sciences segment for fiscal 2023.

The related restructuring charges for fiscal 2023 were recorded in the Consolidated Statements of Earnings and Comprehensive Income as follows (in thousands):

impairment and other

Selling, general and administrative

impairment and other

Expense incurred in the first quarter of 2023

Cash payments

Accrued restructuring actions balances as of June 30, 2023

Protein Sciences realignment

In December 2022, the Company informed employees it would undertake certain actions to strategically reallocate operations resources to high growth areas of the business.

Additional actions were taken in June 2023 primarily related to the sales organization.

The actions impacted a limited number of employees and were completed in the fourth quarter of fiscal 2024.

As a result of the realignment, a pre-tax charge of $ 1.7 million related to employee severance was recorded in the Selling, general and administrative line of Operating income within our Protein Sciences segment during fiscal 2023.

Adjustments in fiscal 2024 relate to the refinement of employee severance payouts.

Additional pre-tax charges for fiscal 2024 were $ 0.2 million.

Restructuring actions, including cash and non-cash impacts, are as follows (in thousands):

Expense incurred in fiscal year 2023

Fiscal year 2023 cash payments

Fiscal year 2023 adjustments

Accrued restructuring actions balance as of June 30, 2023

Fiscal year 2024 cash payments

Fiscal year 2024 adjustments (1)

Accrued restructuring actions balance as of June 30, 2024

(1) Fiscal 2024 adjustments relate to the refinement of the accrual recorded in fiscal 2023.

Subsequent Events:

On August 5, 2025, the Company announced the execution of a definitive agreement to sell the Exosome Diagnostics business for $ 15 million including $ 5 million of stock of the acquiring company at closing with the remainder received over the following four years .

The transaction is expected to close during the first quarter of fiscal 2026.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data