Bio-Techne and its subsidiaries, collectively doing business as Bio-Techne Corporation (Bio-Techne, we, our, us or the Company), develop, manufacture and sell life science reagents, instruments and services for the research, diagnostics and bioprocessing markets worldwide.
−Removed: With our broad product portfolio and application expertise, we sell integral components of scientific investigations into biological processes and molecular diagnostics, revealing the nature, diagnosis, etiology and progression of specific diseases.
+Added: Our broad product portfolio and application expertise enables scientific investigations into biological processes and molecular diagnostics, revealing the nature, diagnosis, etiology and progression of specific diseases.
Our products aid in drug discovery efforts and provide the means for accurate clinical tests and diagnoses.
−Removed: We manage the business in two operating segments – our Protein Sciences segment and our Diagnostics and Genomics segment.
+Added: We manage the business in two operating segments – our Protein Sciences segment and our Diagnostics and Spatial Biology segment.
Our Protein Sciences segment is a leading developer and manufacturer of high-quality biological reagents used in all aspects of life science research, diagnostics and cell and gene therapy.
This segment also includes proteomic analytical tools, both manual and automated, that offer researchers and pharmaceutical manufacturers efficient and streamlined options for protein analysis, automated western blot, and multiplexed ELISA workflows.
−Removed: Our Diagnostics and Genomics 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.
+Added: 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 and instrumentation for spatial genomic and tissue biopsy analysis, and genetic and oncology kits for research and clinical applications.
We are a Minnesota corporation with our global headquarters in Minneapolis, Minnesota.
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Our common stock is listed on the NASDAQ under the symbol “TECH.” We operate globally, with offices in many locations throughout North America, Europe and Asia.
−Removed: Today, our product lines include hundreds of thousands of diverse products, most of which we manufacture ourselves in multiple locations in North America, as well as a location each in the U.K.
−Removed: Our historical focus was on providing high quality proteins, antibodies and immunoassays to the life science research market and hematology controls to the diagnostics market.
−Removed: Since 2013, we have been implementing a disciplined strategy to accelerate growth in part by acquiring businesses and product portfolios that leveraged and diversified our existing product lines, filled portfolio gaps with differentiated high growth businesses, and expanded our geographic scope.
−Removed: From fiscal years 2013 through 2024 we have acquired, agreed to acquire, or made investments in twenty companies that have expanded the product offerings and geographic footprint of both operating segments, including the acquisition of Lunaphore SA (“Lunaphore”) at the beginning of fiscal year 2024.
−Removed: We also completed a 19.9% investment in Wilson Wolf Corporation (“Wilson Wolf”) in fiscal year 2023, and will acquire the remaining ownership in Wilson Wolf by the end of calendar year 2027, if not earlier due to its achievement of revenue or earnings before interest, taxes, depreciation, and amortization (“EBITDA”) targets.
−Removed: Additionally, subsequent to fiscal 2024, we made an investment in Spear Bio, which is a leader in the development and manufacturing of ultra-sensitive immunoassays capable of measuring protein biomarkers at attomolar level from sub-microliter sample volume.
+Added: Today, our product lines include hundreds of thousands of diverse products, most of which we manufacture ourselves in multiple locations in North America, as well as locations in the U.K., Canada, Switzerland and China.
+Added: We have implemented a disciplined strategy to accelerate growth in part by acquiring businesses and product portfolios that leveraged and diversified our existing product lines, filled portfolio gaps with differentiated high growth businesses, and expanded our geographic scope.
+Added: Recent examples include the investment in Spear Bio at the beginning of fiscal 2025 and the acquisition of Lunaphore SA (“Lunaphore”) at the beginning of fiscal 2024.
+Added: We also completed a 19.9% investment in Wilson Wolf Corporation (“Wilson Wolf”) in fiscal 2023, and will acquire the remaining ownership in Wilson Wolf by the end of calendar year 2027, if not earlier due to its achievement of revenue or earnings before interest, taxes, depreciation, and amortization (“EBITDA”) targets.
Recognizing the importance of an integrated, global approach to meeting our mission and accomplishing our strategies, we have maintained many of the brands of the companies we have acquired, but unified under a single global brand -- Bio-Techne.
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It is comprised of two divisions with complementary product offerings serving many of the same customers – the Reagent Solutions division and the Analytical Solutions division.
−Removed: The Reagent Solutions division consists of specialized proteins, such as cytokines and growth factors, antibodies, small molecules, tissue culture sera and cell selection technologies traditionally used by researchers to further their life science experimental activities and by companies developing next generation diagnostics and therapeutics, including companies developing cell- and gene-based therapeutics.
+Added: The Reagent Solutions division consists of specialized proteins, such as cytokines and growth factors, antibodies, small molecules, tissue culture sera and cell selection technologies traditionally used by researchers to further their life science experimental activities and by companies developing next generation diagnostics and therapeutics, including cell- and gene-based therapeutics.
We believe we are the world leader in providing high quality proteins, both for research use and under current Good Manufacturing Practices, or cGMP.
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In recent years, we have made several acquisitions and investments that have expanded our product offerings for the cell and gene therapy market.
−Removed: These include a significant investment in state-of-the art facilities for production of both proteins and small molecules in large quantities manufactured in accordance with cGMP, as well as a 19.9% investment in – and eventual acquisition of – Wilson Wolf, which is a leading provider of cell culture devices for cell-based therapies.
+Added: These include a significant investment in state-of-the art facilities for production of both proteins and small molecules in large quantities manufactured in accordance with cGMP, as well as a 19.9% investment in, and eventual acquisition of , Wilson Wolf, a leading provider of cell culture devices for cell-based therapies.
Through a collaborative marketing venture with Wilson Wolf and another company, we have leveraged the products we have or are developing to provide a more complete offering for the cell and gene therapy market.
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Our customers for this segment include researchers in academia and industry (chiefly pharmaceutical and biotech companies as well as contract research organizations).
−Removed: This segment also sells to diagnostic/companion diagnostic and therapeutic customers, especially customers engaged in the development of cell- and gene-based therapies.
+Added: This segment also sells to diagnostic/companion diagnostic and therapeutic customers, including those engaged in the development of cell- and gene-based therapies.
Our biologics line of products in the Analytical Solutions division is used chiefly by production and quality control departments at biotech and pharmaceutical companies.
We sell our products directly to customers who are primarily located in North America, Europe and China, as well as through a distribution agreement with Thermo Fisher Scientific.
−Removed: We also sell through third party distributors in China, Japan, certain eastern European countries and the rest of the world.
+Added: We also sell through third
+Added: party distributors in China, Japan, certain eastern European countries and the rest of the world.
Our sales are widely distributed, and no single end-user customer accounted for more than 10% of the Protein Sciences segment’s net sales during fiscal 2025, 2024, or 2023.
−Removed: DIAGNOSTICS AND GENOMICS SEGMENT
−Removed: The Diagnostics and Genomics segment, representing approximately 28% of our net revenues in fiscal 2024, includes three divisions and is focused primarily on the diagnostic and research markets and includes spatial biology, liquid biopsy, molecular diagnostics kits and products, and diagnostics reagents.
−Removed: Diagnostics and Genomics Segment Products
+Added: DIAGNOSTICS AND SPATIAL BIOLOGY SEGMENT
+Added: The Diagnostics and Spatial Biology segment, representing approximately 28% of our net revenues in fiscal 2025, includes three divisions and is focused primarily on the diagnostic and research markets and includes spatial biology, liquid biopsy, molecular diagnostics kits and products, and diagnostics reagents.
+Added: Diagnostics and Spatial Biology Segment Products
The Spatial Biology division products sold under the Advanced Cell Diagnostics, or ACD, brand, are novel in-situ hybridization (ISH) assays for transcriptome, DNA copy, and structural variation analysis within intact cells, providing highly sensitive and specific spatial information at single cell resolution.
Since these products preserve spatial context, they are particularly useful for complex tissue profiling.
−Removed: In the first quarter of fiscal year 2024, we closed on the acquisition of Lunaphore, a leading developer of fully automated spatial biology solutions using precision microfluidic technology capable of revealing hyperplex proteomic and transcriptomic biomarkers in tumors and other tissues at single-cell and subcellular resolution.
+Added: In the first quarter of fiscal 2024, we closed on the acquisition of Lunaphore, a leading developer of fully automated spatial biology solutions using precision microfluidic technology capable of revealing hyperplex proteomic and transcriptomic biomarkers in tumors and other tissues at single-cell and subcellular resolution.
Lunaphore’s COMET instrument automates ACD’s RNAscope assays and utilizies antibodies to enable simultaneous hyperplex detection of protein and RNA biomarkers on the same slide at single-cell resolution.
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Most of these products are sold on an Original Equipment Manufacturer (OEM) basis to instrument manufacturers, with most products being FDA-cleared.
−Removed: Diagnostics and Genomics Segment Customers and Distribution Methods
+Added: Diagnostics and Spatial Biology Segment Customers and Distribution Methods
The customers for the Spatial Biology division include researchers in academia as well as investigators in pharmaceutical and biotech companies.
We sell our products directly to those customers who are primarily located in North America, Europe, and China, and through distributors elsewhere.
−Removed: In addition to being useful research tools, our DNA and RNA in situ hybridization (ISH) assays have diagnostics applications as well, and several are cleared or currently under review by the FDA in partnership with diagnostics instrument manufacturers and pharmaceutical companies.
+Added: In addition to being useful research tools, our DNA and RNA in situ hybridization (ISH) assays have diagnostics applications, and several are cleared or currently under review by the FDA in partnership with diagnostics instrument manufacturers and pharmaceutical companies.
In the United States, we offer the ExosomeDx Prostate test to physicians using our lab-developed non-invasive urine-based assay for prostate cancer detection.
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This test is also available in Europe as a CE-marked product.
−Removed: The Asuragen-
−Removed: branded products are sold primarily to laboratories for use in lab-developed tests or in kit form as regulated diagnostic tests.
+Added: The Asuragen-branded products are sold primarily to laboratories for use in lab-developed tests or in kit form as regulated diagnostic tests.
The majority of Diagnostic Reagents Division’s sales are through OEM agreements, but we sell some of our diagnostic reagent products directly to customers and, in Europe and Asia, also through distributors.
−Removed: No customer accounted for 10% or more of the reporting segment’s consolidated net sales during fiscal years 2024, 2023 or 2022.
+Added: No customer accounted for 10% or more of the reporting segment’s consolidated net sales during fiscal 2025, 2024 or 2023.
MANUFACTURING AND MATERIALS
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Consequently, sales for that division can be unpredictable, and not necessarily based on seasonality.
−Removed: As a result, we can experience material and sometimes unpredictable fluctuations in our revenue from the Diagnostics and Genomics segment.
+Added: As a result, we can experience material and sometimes unpredictable fluctuations in our revenue from the Diagnostics and Spatial Biology segment.
GOVERNMENT CONTRACTS
Although the Company transacts business with various government entities, no government contract is of such magnitude that renegotiation of profits or termination of the contract at the election of the government entity would have a material adverse effect on the Company’s financial results.
−Removed: As a party to these contracts, Bio-Techne does have to comply with
−Removed: certain regulations that apply to companies doing business with governments.
+Added: As a party to these contracts, Bio-Techne does have to comply with certain regulations that apply to companies doing business with governments.
For a discussion of risks related to government contracting requirements, see “Item 1A.
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In fiscal 2025, we introduced over 400 new products.
−Removed: While this is an area of focus for the Company, there is no assurance that any of the products in the research and development phases can be successfully completed or, if completed, can be successfully introduced into the marketplace.
+Added: While this is an area of focus for the Company, there is no
+Added: assurance that any of the products in the research and development phases can be successfully completed or, if completed, can be successfully introduced into the marketplace.
HUMAN CAPITAL
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Bio-Techne is committed to attracting, developing, engaging, and retaining the best people possible from around the world to sustain and grow our leadership position in life sciences tools and diagnostics.
−Removed: We strive to create an employee experience that allows each to achieve their life’s best work.
−Removed: This is demonstrated by leading with our EPIC values of Empowerment, Passion, Innovation and Collaboration.
+Added: We strive to create an employee experience that allows each to achieve their full potential.
+Added: This is demonstrated by our EPIC values of Empowerment, Passion, Innovation and Collaboration.
We continuously build on our people-first culture, led by uncompromising integrity, hosting a place of belonging, granting access to innovation and respecting human rights around the globe.
−Removed: Our talent management strategy spans multiple key dimensions, including the following:
+Added: Our people strategy spans multiple key dimensions, including the following:
Culture and Governance
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To further amplify our desired behaviors, we have an annual employee recognition program in which we ask for nominations and recognize winning individuals and teams across our business who have best demonstrated our EPIC values.
−Removed: Bio-Techne’s Board of Directors reviews management succession planning at least annually, and its Compensation Committee reviews the Company’s talent management strategy periodically in connection with significant initiatives and acquisitions, as well as part of its oversight of our executive and equity compensation programs.
−Removed: At the management level, our Chief Human Resources Officer, who reports directly to our President and CEO, is responsible for the development and execution of the Company’s talent management strategy.
+Added: Bio-Techne’s Board of Directors reviews management succession planning at least annually, and its Compensation Committee reviews the Company’s people strategy periodically in connection with significant initiatives and acquisitions, as well as part of its oversight of our executive and equity compensation programs.
+Added: At the management level, our Chief Human Resources Officer, who reports directly to our President and CEO, is responsible for the development and execution of the Company’s people strategy.
Engagement and Belonging
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We also engage more formally via an annual engagement survey that assesses our employees’ overall experience.
−Removed: In 2024, 74% of our global workforce participated, and 77% of those who responded provided favorable feedback.
−Removed: While these responses were quite positive, our management used the responses to inform and shape our future employee-focused initiatives.
−Removed: These initiatives in the past have resulted in changes in programs and policies, including expansion of our management and leadership development programs, addition of a parental leave program, expansion of our incentive programs to include annual cash
−Removed: bonuses to all employees, introduction of flexible working, addition of an internal communications function, leadership engagement focused on transparency and stronger feedback follow-up, and expansion of the breadth and resources of our Employee Resource Groups (ERGs).
−Removed: In fiscal year 2024, we empowered work/life integration through hybrid work models wherever feasible, continued to cultivate belonging and inclusion through deepened investment of resources to our ERGs, and paved the path for career growth through the personalized development and implementation of individual action plans.
−Removed: We believe a diverse workforce and culture of belonging is central to drive innovation, fuel growth and help ensure our technologies and products effectively serve a global customer base.
+Added: In 2025, two-thirds of our global workforce participated, and 75% of those who responded provided favorable feedback.
+Added: While these responses were positive, our management used the responses to inform and shape our future employee-focused initiatives.
+Added: These initiatives in the past have resulted in changes in programs and policies, including expansion of our management and leadership development programs, expansion of a parental leave program, introduction of flexible working, addition of an internal communications function, leadership engagement focused on transparency and stronger feedback follow-up, and expansion of the breadth and resources of our Employee Resource Groups (ERGs).
+Added: In fiscal 2025, we empowered work/life integration through hybrid work models wherever feasible, continued to cultivate belonging and inclusion, and paved the path for career growth through the personalized development and individual action plans.
+Added: We believe a culture of belonging is central to drive innovation, fuel growth and help ensure our technologies and products effectively serve a global customer base.
The Company’s executive-sponsored Belonging initiative is focused on providing a welcoming working environment for all employees, continued education, broadening our candidate pools, and implementing and sustaining programs.
−Removed: One of the centerpieces of our talent development strategy is our ERGs, coordinated under the guidance of our executive-sponsored Employee Resource Group Council;
−Removed: they offer mentorship, support and engagement to help our employees, including those from underrepresented groups, succeed and thrive.
+Added: Under the guidance of our executive-sponsored Employee Resource Group
+Added: Council, ERGs offer mentorship, support and engagement to help our employees succeed and thrive.
As of June 30, 2025, we had 11 ERGs operating globally.
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Recruitment and Retention
−Removed: Bio-Techne believes that sustaining its profitable growth will require a continued focus on recruiting and retaining top, diverse talent.
+Added: Bio-Techne believes that sustaining its profitable growth will require a continued focus on recruiting and retaining top talent.
We engage in a variety of recruiting strategies intended to locate and identify qualified candidates and create a talent pipeline.
The Company offers competitive pay and benefits, from flexible work to financial planning resources to an employee stock purchase plan.
−Removed: In recent years, we bolstered our recruitment and retention efforts by expanding eligibility to receive stock options deeper into the organization and expanded our Long-Term Incentive program strategy to include a combination of stock options and restricted stock units, instead of exclusively stock options.
+Added: In recent years, we bolstered our recruitment and retention efforts by expanding eligibility to receive stock options deeper into the organization and expanded our Long-Term Incentive program strategy to include a combination of stock options and restricted stock units.
Bio-Techne continues to offer a referral bonus with the understanding that this is one of our most successful sourcing methods.
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Bio-Techne invests in people development in the belief that growing and promoting employees from within the Company creates a more sustainable organization.
−Removed: High potential employees are identified through our annual talent review strategy, as well as through leadership development programs designed to cultivate future leaders.
+Added: High potential employees are identified through our annual talent review process, as well as through leadership development programs designed to cultivate future leaders.
Employees identified as high potential are elevated to the attention of senior management for consideration for additional development, growth opportunities, and career advancement.
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As a company that regularly acquires other businesses, we believe it is important for employees to be trained in the skills and mindsets that enable them to respond positively to change.
−Removed: This initiative allows individuals to deal with change easily and reduces the need to run large scale change management programs.
+Added: This initiative allows individuals to deal with change more easily and reduces the need to run large scale change management programs.
Well-Being and Safety
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The Company and its employees donate financially and by giving their time and energy.
−Removed: Most sites or departments engage in local charitable causes and activities.
+Added: Most sites or departments engage in local
+Added: charitable causes and activities.
In some of our sites, employees are encouraged to give through regular payroll deductions and through the annual campaign week where employee contributions are matched by the Company.
−Removed: Some charitable causes are identified and promoted by our ERGs.
In addition, United States employees receive a paid day off to participate in local opportunities to give back to the community as part of our volunteer time off benefit.
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The following sections describe certain significant regulations pertinent to the Company.
−Removed: These are not the only laws and regulations applicable
−Removed: to the Company’s business.
+Added: These are not the only laws and regulations applicable to the Company’s business.
For a description of risks related to laws and regulations to which we are subject, refer to “Item 1A.
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Other Healthcare Laws
−Removed: Several of the products sold in our Diagnostics and Genomics segment are subject to various health care related laws regulating fraud and abuse, research and development, pricing and sales and marketing practices, and the privacy and security of health information, including, among others:
+Added: Some of the products and services we sell, predominantly in our Diagnostics and Spatial Biology segment, are subject to various health care related laws regulating fraud and abuse, research and development, pricing and sales and marketing practices, and the privacy and security of health information, including, among others:
federal regulations regarding quality and cost by the U.S.
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● The Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), which prohibits knowingly and willfully (1) executing, or attempting to execute, a scheme to defraud any health care benefit program, including private payors, or (2) falsifying, concealing or covering up a material fact or making any materially false, fictitious or fraudulent statement in connection with the delivery of or payment for health care benefits, items or services.
−Removed: In addition, HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, also restricts the use and disclosure of patient identifiable health information, mandates the adoption of standards relating to the privacy and security of patient identifiable health information and requires the reporting of certain security breaches with respect to such information.
+Added: In addition, HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, also restricts the use and disclosure of patient identifiable health information,
+Added: mandates the adoption of standards relating to the privacy and security of patient identifiable health information and requires the reporting of certain security breaches with respect to such information.
● The False Claims Act, which imposes liability on any person or entity that, among other things, knowingly presents, or causes to be presented, a false or fraudulent claim for payment by a federal health care program, knowingly makes, uses or causes to be made or used, a false record or statement material to a false or fraudulent claim, or knowingly makes a false statement to avoid, decrease or conceal an obligation to pay money to the U.S.
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If we, or certain third parties through which we sell or provide goods or services, violate anti-boycott laws and regulations, we may be subject to civil or criminal enforcement action and varying degrees of liability.
−Removed: We are subject to laws and regulations governing government contracts, and failure to address these laws and regulations or comply with government contracts could harm our business by a reduction in revenue associated with these customers.
+Added: We are subject to laws and regulations governing government contracts, and failure to address these laws and regulations or comply with government contracts could cause a reduction in revenue associated with these customers.
We have agreements relating to the sale of our products to government entities and, as a result, we are subject to various statutes and regulations that apply to companies doing business with the government.
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Matthew McManus
−Removed: President, Diagnostics and Genomics
+Added: President, Diagnostics and Spatial Biology
Senior Vice President, General Counsel & Corp.
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Hippel started his career with KPMG LLP.
−Removed: Matthew McManus joined Bio-Techne on January 8, 2024 as President, Diagnostics and Genomics.
+Added: Matthew McManus joined Bio-Techne on January 8, 2024 as President, Diagnostics and Spatial Biology.
Prior to Bio-Techne, Mr.
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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.