Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
(a)
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15(b) of the Securities Exchange Act of 1934 (the "Exchange Act"), management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated, as of the end of the period covered by this report, the effectiveness of our disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e). The evaluation was based upon reports and certifications provided by a number of executives. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2026, our disclosure controls and procedures were effective.
(b)
Management’s Annual Report on Internal Control Over Financial Reporting
The 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 also includes those policies and procedures that:
(i)
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
(ii)
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
(iii)
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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.
Under the supervision of the Audit Committee of the Board of Directors and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our assessment and those criteria, our Chief Executive Officer and Chief Financial Officer concluded that our internal control over financial reporting was effective as of June 30, 2026.
The attestation report on our internal control over financial reporting issued by KPMG LLP appears in Item 8 of this report.
(c)
Changes in Internal Control Over Financial Reporting
There were no changes in the Company’s internal control over financial reporting during fiscal 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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ITEM 9B. OTHER INFORMATION
During the three months ended June 30, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 10 . DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required to be included in Item 10 will be included in our proxy statement for our 2026 Annual Meeting of Shareholders (“2026 Proxy Statement”) or Form 10-K/A, which we intend to file with the SEC within 120 days after the close of our fiscal 2026 year, and is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required to be included in Item 11 will be included in our 2026 Proxy Statement or Form 10-K/A, which we intend to file within 120 days after the close of our fiscal 2026 year, and is incorporated herein by reference .
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
The information required to be included in Item 12 will be included in our 2026 Proxy Statement or Form 10-K/A, which we intend to file within 120 days after the close of our fiscal 2026 year, and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required to be included in Item 13 will be included in our 2026 Proxy Statement or Form 10-K/A, which we intend to file within 120 days after the close of our fiscal 2026 year, and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required to be included in Item 14 will be included in our 2026 Proxy Statement or Form 10-K/A, which we intend to file within 120 days after the close of our fiscal 2026 year, and is incorporated herein by reference.
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
A. (1) List of Financial Statements.
The following Consolidated Financial Statements are filed as part of this Annual Report on Form 10-K:
Consolidated Statements of Earnings and Comprehensive Income for the Years Ended June 30, 2026, 2025, and 2024
Consolidated Balance Sheets as of June 30, 2026 and 2025
Consolidated Statements of Shareholders’ Equity for the Years Ended June 30, 2026, 2025, and 2024
Consolidated Statements of Cash Flows for the Years Ended June 30, 2026, 2025, and 2024
Notes to Consolidated Financial Statements for the Years Ended June 30, 2026, 2025, and 2024
Reports of Independent Registered Public Accounting Firm (PCAOB ID: 185 )
A. (2) Financial Statement Schedules.
All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the Consolidated Financial Statements or Notes thereto.
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A. (3) Exhibits.
EXHIBIT INDEX
for Form 10-K for the 2026 Fiscal Year
Exhibit
Number
Description
2.1
Agreement and Plan of Merger by and among the Company, Merck KGaA, Darmstadt, Germany, and EMD Holdings NewCo, Inc. incorporated by reference to Exhibit 2.1 of the Company’s Form 8-K dated June 26, 2026*
3.1
Amended and Restated Articles of Incorporation of the Company--incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K dated November 1, 2022*
3.2
Fourth Amended and Restated Bylaws of the Company--incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K dated April 26, 2022*
4.1
Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
10.1**
Management Incentive Plan--incorporated by reference to Exhibit 10.13 of the Company’s Form 10-K for the year ended June 30, 2013*
10.2**
Second Amended and Restated 2010 Equity Incentive Plan--incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated October 26, 2017*
10.3**
Form of Time Vesting Incentive Stock Option Agreement for Second Amended and Restated 2010 Equity Incentive Plan--incorporated by reference to Exhibit 10.9 of the Company's Form 10-K dated August 25, 2021*
10.4**
Form of Performance Vesting Incentive Stock Option Agreement for Second Amended and Restated 2010 Equity Incentive Plan--incorporated by reference to Exhibit 10.10 of the Company's Form 10-K dated August 25, 2021*
10.5**
Form of Employee Non-Qualified Stock Option Agreement for Second Amended and Restated 2010 Equity Incentive Plan--incorporated by reference to Exhibit 10.11 of the Company's Form 10-K dated August 25, 2021*
10.6**
Form of Director Non-Qualified Stock Option Agreement for Second Amended and Restated 2010 Equity Incentive Plan--incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K dated October 26, 2017*
10.7**
Form of Executive Employment Agreement by and between the Company and Executive Officers of the Company other than the CEO--incorporated by reference to Exhibit 10.12 of the Company’s Form 10-K dated September 7, 2017*
10.8**
Form of Amendment No. 1 to Executive Employment Agreement--incorporated by reference to Exhibit 10.15 of the Company’s Form 10-Q dated May 11, 2020*
10.9
Amended and Restated Credit Agreement by and among the Company, the Guarantors party thereto, the Lenders party thereto, and BMO Harris Bank N.A., as Administrative Agent, dated August 31, 2022--incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated September 7, 2022*
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10.10**
Form of Indemnification Agreement entered into with each director and executive officer of the Company--incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q dated February 8, 2018*
10.11**
Bio-Techne 2020 Equity Incentive Plan--incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated November 3, 2020*
10.12
Form of Director Non-Qualified Stock Option Agreement--incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K dated November 3, 2020*
10.13**
Form of Employee Non-Qualified Stock Option Agreement (Global)--incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K dated November 3, 2020*
10.14**
Form of Performance Vesting Incentive Stock Option Agreement--incorporated by reference to Exhibit 10.5 of the Company’s Form 8-K dated November 3, 2020*
10.15**
Form of Performance Vesting Restricted Stock Unit Agreement--incorporated by reference to Exhibit 10.7 of the Company’s Form 8-K dated November 3, 2020*
10.16**
Form of Time Vesting Incentive Stock Option Agreement--incorporated by reference to Exhibit 10.8 of the Company’s Form 8-K dated November 3, 2020*
10.17**
Form of Time Vesting Restricted Stock Agreement--incorporated by reference to Exhibit 10.10 of the Company’s Form 8-K dated November 3, 2020*
10.18**
Form of Time Vesting Restricted Stock Unit Agreement (Global)--incorporated by reference to Exhibit 10.11 of the Company’s Form 8-K dated November 3, 2020*
10.19**
Form of Executive Employment Agreement by and between the Company and Kim Kelderman--incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated October 19, 2023*
10.20**
Executive Employment Agreement by and between the Company and Steve Crouse--incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated February 11, 2026*
10.21**
Form of Retention Agreement by and between the Company and Executive Officers of the Company--attached as Exhibit 10.21 hereto
19
Bio-Techne Insider Trading Policy
21
Subsidiaries of the Company
23
Consent of KPMG LLP
31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1***
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2***
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97
Amended and Restated Policy on Recoupment of Certain Executive Incentive Compensation
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101
The following financial statements from the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2026, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Consolidated Statements of Earnings and Comprehensive Income, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Shareholders’ Equity, (iv) the Consolidated Statements of Cash Flows, and (v) Notes to the Consolidated Financial Statements.
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Incorporated by reference; SEC File No. 000-17272
** Management contract or compensatory plan or arrangement
*** Furnished herewith
ITEM 16. FORM 10-K SUMMARY
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
BIO-TECHNE CORPORATION
Date: August 24, 2026
/s/ Kim Kelderman
By:
Kim Kelderman
Its:
President and CEO
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Date
Signature and Title
August 24, 2026
/s/ Robert V. Baumgartner
Robert V. Baumgartner
Chairman of the Board and Director
August 24, 2026
/s/ Julie Bushman
Julie Bushman, Director
August 24, 2026
/s/ Rupert Vessey
Dr. Rupert Vessey, Director
August 24, 2026
/s/ Joseph Keegan
Dr. Joseph Keegan, Director
August 24, 2026
/s/ John L. Higgins
John L. Higgins, Director
August 24, 2026
/s/ Alpna Seth
Dr. Alpna Seth, Director
August 24, 2026
/s/ Judith Klimovsky
Dr. Judith Klimovsky, Director
August 24, 2026
/s/ Amy E. Herr
Dr. Amy E. Herr, Director
August 24, 2026
/s/ Kim Kelderman
Kim Kelderman, Director and Chief Executive Officer (principal executive officer)
August 24, 2026
/s/ James Hippel
James Hippel, Chief Financial Officer
(principal financial officer and principal accounting officer)
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