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Item 8. Financial Statements and Supplementary Data

2025-08-22 compared with 2024-08-22 · 430 added, 353 removed, 784 unchanged (50% of the section changed)

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index of Consolidated Financial Statements

Reports of Independent Registered Public Accounting Firm

Consolidated Statements of Earnings and Comprehensive Income for the years ended June 30 2025, 2024, and 2023

Consolidated Balance Sheets as of June 30, 2025 and 2024

Consolidated Statements of Shareholders’ Equity for the years ended June 30, 2025, 2024, and 2023

Consolidated Statements of Cash Flows for the years ended June 30, 2025, 2024, and 2023

Notes to Consolidated Financial Statements

Description of Business and and Summary of Significant Accounting Policies

Revenue Recognition

Supplemental Balance Sheet and Cash Flow Information

Fair Value Measurements

Debt and Other Financing Arrangements

Supplemental Equity and Accumulated Other Comprehensive Income (Loss) Information

Earnings Per Share

Share-based Compensation and Other Benefit Plans

Other Income/(Expense)

Segment Information

Restructurings

Subsequent Events

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors

Bio-Techne Corporation:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Bio-Techne Corporation and subsidiaries (the Company) as of June 30, 2025 and June 30, 2024, the related consolidated statements of earnings and comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended June 30, 2025, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2025 and June 30, 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended June 30, 2025, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of June 30, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated August 22, 2025 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

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

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

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

Critical Audit Matter

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

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

The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Sufficiency of audit evidence over net sales

As discussed in Note 2 to the Company’s consolidated financial statements, the Company recognizes revenue for sales of consumables and instruments at a point in time following the transfer of control of such products to the customer.

The Company recorded $1,219.6 million of net sales for the year ended June 30, 2025.

We identified the evaluation of the sufficiency of audit evidence over net sales as a critical audit matter.

Evaluating the sufficiency of audit evidence obtained required especially subjective auditor judgment because of the dispersion of the Company’s net sales generating activities across locations.

This included determining the Company locations at which procedures were performed.

The following are the primary procedures we performed to address this critical audit matter.

We applied auditor judgment to determine the nature and extent of procedures to be performed over net sales, including the determination of the Company locations at which those procedures were to be performed.

At each Company location where procedures were performed, we evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s net sales processes, including the Company’s controls over the accurate recording of sales amounts.

We 1) performed software-assisted data analyses to test the relationships among certain sales transactions and 2) assessed the recorded net sales for a selection of transactions by comparing the amounts recognized for consistency with underlying documentation, including contracts with customers, shipping documentation, customer acceptance, and payments.

We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed, including the nature and extent of such evidence.

We have served as the Company’s auditor since 2002.

Minneapolis, Minnesota

August 22, 2025

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors

Bio-Techne Corporation:

Opinion on Internal Control Over Financial Reporting

We have audited Bio-Techne Corporation and subsidiaries' (the Company) internal control over financial reporting as of June 30, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of June 30, 2025 and 2024, the related consolidated statements of earnings and comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended June 30, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated August 22, 2025 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Controls and Procedures.

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

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

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintain ed 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.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

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

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

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

Minneapolis, Minnesota

August 22, 2025

CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME

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Earnings before income taxes

Net earnings, including noncontrolling interest

Net earnings attributable to noncontrolling interest

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Foreign currency translation reclassified to earnings with Eminence deconsolidation

Unrealized gains (losses) on derivative instruments - cash flow hedges, net of tax amounts disclosed in Note 8

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

Other comprehensive income (loss)

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Other comprehensive income (loss) attributable to Bio-Techne

Comprehensive income attributable to Bio-Techne

Earnings per share attributable to Bio-Techne:

Comprehensive income

Earnings per share:

Weighted average common shares outstanding:

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Short-term available-for-sale investments

Accounts receivable, less allowance for doubtful accounts of $ 4,386 and $ 4,738 , respectively

Accounts receivable, less allowances of $ 4,215 and $ 4,386 , respectively

Current assets held-for-sale

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Intangible assets, net

Deferred tax asset

LIABILITIES AND SHAREHOLDERS’ EQUITY

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Operating lease liabilities - current

Contingent consideration payable

Other current liabilities

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Other long-term liabilities

Bio-Techne’s Shareholders’ equity:

Shareholders’ equity:

Undesignated capital stock, no par;

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Accumulated other comprehensive loss

Total Bio-Techne’s shareholders’ equity

Total shareholders’ equity

Total liabilities and shareholders’ equity

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Balances at June 30, 2022

Other comprehensive income (loss)

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

Elimination of noncontrolling equity interest from sale of Eminence

Other comprehensive income

Share repurchases

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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 (loss)

Other comprehensive loss

Share repurchases

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Balances at June 30, 2024

Other comprehensive income (loss)

Other comprehensive income

Share repurchases

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CASH FLOWS FROM OPERATING ACTIVITIES:

Net earnings, including noncontrolling interest

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

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Fair value adjustment to contingent consideration payable

Contingent consideration payments - operating

Gain on sale of CCXI investment

Fair value adjustment on available-for-sale investments

Loss on equity method investment

(Gain) Loss on equity method investment

Asset impairment restructuring

Eminence impairment

Gain on sale of Eminence

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Salaries, wages and related accruals

Income taxes payable

Income taxes receivable

Net cash provided by (used in) operating activities

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Proceeds from sale of Eminence

Investment of forward purchase contract

Investment in Spear Bio

Proceeds from sale of assets held-for-sale

Net cash provided by (used in) investing activities

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Repayments of long-term debt

Contingent consideration payments - financing

Taxes paid on RSUs and net share settlements

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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 ASC 805, Business Combinations .

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.

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The Company initially records its equity method investments at the amount of the Company’s investment and adjusts each period for the Company’s share of the investee’s income or loss and dividends paid.

Distributions from the equity method investee are accounted for using the cumulative earnings approach on the Consolidated Statement of Cash Flows.

In December 2021, the Company paid $ 25 million to enter into a two-part forward contract which requires the Company to make an initial ownership investment followed by purchase of full equity interest in Wilson Wolf Corporation (Wilson Wolf) if certain annual revenue or annual earnings before interest, taxes, depreciation, and amortization (EBITDA) thresholds are met.

Distributions from the equity method investee are accounted for using the cumulative earnings approach on the Consolidated Statements of Cash Flows.

In December 2021, the Company paid $ 25 million to enter into a two-part forward contract which requires the Company to make an initial ownership investment followed by purchase of full equity interest in Wilson Wolf if certain annual revenue or annual EBITDA thresholds are met.

Wilson Wolf is a leading manufacturer of cell culture devices, including the G-Rex product line.

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Foreign statements of earnings are translated at the average rate of exchange for the year.

Foreign currency transaction gains and losses are included in other non-operating expense in the consolidated statements of earnings and comprehensive income.

Foreign currency transaction gains and losses are included in Other non-operating income (expense), net in the Consolidated Statements of Earnings and Comprehensive Income.

Revenue recognition:

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Comprehensive income includes charges and credits to shareholders’ equity that are not the result of transactions with shareholders.

Our total comprehensive income consists of net income, unrealized gains and losses on cash flow hedges, and foreign currency translation adjustments.

The items of comprehensive income, with the exception of net income, are included in accumulated other comprehensive loss in the consolidated balance sheets and statements of shareholders’ equity.

Our total comprehensive income consists of net income, unrealized gains and losses on derivative instruments, and foreign currency translation adjustments.

The items of comprehensive income, with the exception of net income, are included in Accumulated other comprehensive loss in the Consolidated Balance Sheets and Consolidated Statements of Shareholders’ Equity.

Any tax effects, if applicable, associated with reclassifications of accumulated other comprehensive income to net income are reflected in the provision for income taxes.

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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 and administrative (SG&A) expense in our consolidated statements of earnings and comprehensive income.

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

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

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The Company records a liability in the Consolidated Financial Statements on an undiscounted basis for loss contingencies related to legal actions when a loss is known or considered probable and the amount may be reasonably estimated.

If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better restimate than any other, the minimum amount of the range is accrued.

If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued.

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

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Contingent consideration involves certain assumptions requiring significant judgment and actual results may differ from assumed and estimated amounts.

Contingent consideration is remeasured each reporting period, and subsequent changes in fair value, including accretion for the passage of time, are recognized within selling, general and administrative in the consolidated statement of earnings and comprehensive income.

Contingent consideration is remeasured each reporting period, and subsequent changes in fair value, including accretion for the passage of time, are recognized within Selling, general and administrative in the Consolidated Statements of Earnings and Comprehensive Income.

Intangible assets:

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These assumptions require significant judgment and actual results may differ from assumed and estimated amounts.

During the second quarter of fiscal year 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.

See the restructuring section of Note 1 below for additional details.

No other triggering events were identified and no other impairments were recorded for property, plant, and equipment or amortizable intangibles during fiscal years 2024, 2023, and 2022.

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.

See Note 14 for additional details.

No other triggering events were identified for property, plant, and equipment or amortizable intangibles during fiscal 2025, 2024, and 2023.

Impairment of goodwill and indefinite-lived intangible assets:

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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.

For fiscal 2024, 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.

In our fiscal 2025 annual goodwill impairment assessment, 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, the date of our consolidated balance sheet, that would require an additional goodwill impairment assessment to be performed.

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.

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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.

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

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

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

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

Fiscal 2022 revenues were $ 4.6 million.

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 Statement of Earnings.

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 the year ended June 30, 2022.

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 General and Administrative line in the Consolidated Statement of Earnings for fiscal 2022.

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.

In the first quarter of fiscal 2022, the Company combined the management of the Exosome Diagnostics and Asuragen reporting units, both of which are included in the Diagnostics and Genomics operating segment.

In conjunction with the combination of the reporting units, a qualitative goodwill impairment assessment was performed.

The qualitative assessment identified no indicators of impairment.

In our fiscal 2022 annual goodwill impairment analysis, we elected to perform a quantitative assessment for all five of our reporting units.

The result of our quantitative assessment indicated that all of the reporting units had a substantial amount of headroom as of April 1, 2022.

The Company did not identify any triggering events after our annual goodwill impairment through June 30, 2022, the date of our consolidated balance sheet, that would require an additional goodwill impairment assessment to be performed.

Restructuring actions:

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Other costs also includes restructuring-related charges, which are incremental costs incurred directly supporting business transformation initiatives tied to the restructuring action.

Fiscal Year 2024 Restructuring Actions:

In the second quarter of fiscal 2024, the Company announced enterprise-wide restructuring focused on recovering operating margins, optimizing our distribution footprint, and enhancing our organization efficiency.

These actions impacted approximately 4 % of our global workforce.

These actions continued through the end of fiscal 2024 as we incurred charges relating to the condensing of certain distribution centers and optimizing efficiency.

The Company is expecting to

incur costs related to these actions through the first half of fiscal 2025, 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 Protein Sciences segment were classified as held-for-sale as of December 31, 2023, including $ 1.4 million of goodwill allocated to the disposal group on a relative fair value basis.

As a result of impairment tests performed over the disposal group during fiscal 2024, a cumulative impairment charge of $ 22.0 million which includes the allocated goodwill, was recorded in the Selling, general and administrative line in the Consolidated Statements of Earnings for the year ended June 30, 2024.

As of June 30, 2024, the assets remaining within the disposal group primarily include inventory and property and equipment of $ 9.8 million, which is net of expected selling costs.

These assets are actively marketed, and we believe their sale will be completed within 12 months of the held-for-sale classification date.

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

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

Cost of sales

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):

Year ended June 30, 2024

Asset-related

Impairment of

assets held-for-sale

Protein Sciences

Diagnostics and Genomics

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

Other amounts reported as restructuring and restructuring-related costs in the accompanying statements of income have been summarized in the notes to the table (in thousands):

Asset-related

Impairment of

severance (1)

and other (2)

assets held-for-sale

Expense incurred in the second quarter of 2024

Incremental expense incurred in the third quarter of 2024

Incremental expense incurred in the fourth quarter of 2024

Cash payments

Non-cash adjustments

Adjustments (3)

Accrued restructuring actions balance as of June 30, 2024

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

(2) Primarily relates to impairment of right-of-use assets, lease termination fees, consulting fees, and expenses for changes to supporting IT systems that are enabling the Company to complete the restructuring initiatives.

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

Fiscal Year 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 the year ended June 30, 2023.

The related restructuring charges for the year ended June 30, 2023 were recorded in the income statement 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 the year ended June 30, 2023.

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

Additional pre-

tax charges for the year ended June 30, 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 balances as of June 30, 2023

Fiscal year 2024 cash payments

Fiscal year 2024 adjustments (1)

Accrued restructuring actions balances as of June 30, 2024

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

Fiscal Year 2022 Restructuring Actions:

In September 2021, the Company informed employees of our decision to close our Exosome Diagnostics Germany facility, discontinuing lab and research occurring at the site, as part of a realignment of activities within our Exosome Diagnostics business.

The restructuring activities were complete as of June 30, 2022.

As a result of the restructuring activities, a pre-tax charge of $ 1.4 million was recorded within our Diagnostics and Genomics segment during the year ended June 30, 2022.

Total restructuring charges for the closure of the Exosome Diagnostics Germany facility for the year ended June 30, 2022 were recorded within operating income on the income statement as follows (in thousands):

impairment and other

Selling, general and administrative

impairment and other

Expense incurred in the first quarter of 2022

Incremental expense incurred during fiscal 2022

Cash payments

Accrued restructuring actions balances as of June 30, 2022

(1) Adjustments include refinements to our estimated close down costs as well as the impacts from foreign currency exchange.

During the second quarter of fiscal 2022, the Company also incurred a restructuring charge of $ 0.2 million related to employee severance for the relocation of a US plant.

This was completed during fiscal 2023 and there are no remaining liabilities related to this relocation as of June 30, 2023.

This charge was recorded within Other current liabilities as of June 30, 2022.

Fiscal 2023 cash payments did not materially differ from the charge recorded in fiscal 2022.

Refer to Note 14 for additional information regarding restructuring actions.

Legal Matters:

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The outcomes of legal actions are not within the Company’s complete control and may not be known for prolonged periods of time.

significant expenditures, result in lost revenues, or limit the Company's ability to conduct business in the applicable jurisdictions.

In some actions, the enforcement agencies or private claimants seek damages, as well as other remedies (including injunctions barring the sale of products that are the subject of the proceeding), that could require significant expenditures, result in lost revenues, or limit the Company's ability to conduct business in the applicable jurisdictions.

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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.

The Company classifies certain specified litigation charges and gains related to significant legal matters as certain litigation charges in the consolidated statements of income.

During fiscal year 2024, the Company recognized $ 3.5 million of certain litigation charges.

There was no comparable activity in the comparable periods.

The Company classifies certain specified litigation charges and gains related to significant legal matters as certain litigation charges in the Consolidated Statements of Earnings and Comprehensive Income.

In August 2024, 791,204 shares of outstanding vested stock options related to former employees expired, which have now been excluded from the Company’s dilutive EPS calculation for fiscal 2025.

Of the 791,204 shares, 779,084 shares belonged to the Company’s former CEO.

The expiration date of these options was previously under dispute.

The dispute with the former CEO was resolved through a binding arbitration award during the quarter ended March 31, 2025 for which the Company paid $ 37.2 million inclusive of interest and legal fees.

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.

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

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Operating segments

Not Yet Adopted Accounting Pronouncements

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 will adopt this guidance beginning in the fourth quarter of fiscal year 2025 for our annual report and for interim periods starting in fiscal year 2026.

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

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 year 2026 for our annual report.

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 or adopted in the current year that we believe have a significant impact, or potential significant impact, on our consolidated financial statements.

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.

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.

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

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

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.

Revenue Recognition:

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The Company elected the exemption to not disclose the unfulfilled performance obligations for contracts with an original length of one year or less and the exemption to exclude future performance obligations that are accounted under the sales-based or usage-based royalty guidance.

The Company’s unfulfilled performance obligations for contracts with an original length greater than one year were not material as of June 30, 2024.

The Company’s unfulfilled performance obligations for contracts with an original length greater than one year were not material as of June 30, 2025 and 2024.

Contracts with customers that contain instruments may include multiple performance obligations.

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Contract assets include revenues recognized in advance of billings.

Contract assets are included within other current assets in the accompanying balance sheet as the amount of time expected to lapse until the company's right to consideration becomes unconditional is less than one year.

Contract assets are included within Other current assets in the accompanying Consolidated Balance Sheets as the amount of time expected to lapse until the Company's right to consideration becomes unconditional is less than one year.

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, 2024 are not material.

Contract assets as of June 30, 2025 and 2024 are 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.

Contract liabilities as of June 30, 2024 and June 30, 2023 were approximately $ 30.2 million and $ 24.6 million, respectively.

Contract liabilities as of June 30, 2023 subsequently recognized as revenue during the year ended June 30, 2024 were approximately $ 20.9 million.

Contract liabilities as of June 30, 2022 subsequently recognized as revenue during the year ended June 30, 2023 were approximately $ 21.5 million.

Contract liabilities in excess of one year are included in Other long-term liabilities on the consolidated balance sheet.

Contract liabilities as of June 30, 2025 and 2024 were approximately $ 35.3 million and $ 30.2 million, respectively.

Contract liabilities as of June 30, 2024 subsequently recognized as revenue in fiscal 2025 were approximately $ 26.2 million.

Contract liabilities as of June 30, 2023 subsequently recognized as revenue in fiscal 2024 were approximately $ 20.9 million.

Contract liabilities in excess of one year are included in Other long-term liabilities on the Consolidated Balance Sheets.

Any claims for credit or return of goods must be made within 10 days of receipt.

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Amounts billed to customers for shipping and handling are included in revenue, while the related shipping and handling costs are reflected in cost of products.

We elected the practical expedient that allows us to account for shipping

and handling activities that occur after the customer has obtained control of a good as a fulfillment cost, and we accrue costs of shipping and handling when the related revenue is recognized.

We elected the practical expedient that allows us to account for shipping and handling activities that occur after the customer has obtained control of a good as a fulfillment cost, and we accrue costs of shipping and handling when the related revenue is recognized.

The following tables present our disaggregated revenue for the periods presented.

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Total revenues, net

Revenue by geography (in thousands):

Revenue by geography is as follows (in thousands):

Year Ended June 30,

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Inventories, net

(1) Finished goods inventory of $ 5,718 and $ 5,387 is included within Other assets in the June 30, 2024 and June 30, 2023 Balance Sheets, respectively, as it is forecasted to be sold after the 12 months subsequent to the consolidated balance sheet date.

(1) Finished goods inventory of $ 5,822 and $ 5,718 is included within Other assets in the June 30, 2025 and 2024 Consolidated Balance Sheets, respectively, as it is forecasted to be sold after the 12 months subsequent to the Consolidated Balance Sheets dates.

Property and Equipment:

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Property and equipment, net

Intangibles assets were comprised of the following (in thousands):

Depreciation expense was $ 34.6 million, $ 31.9 million, and $ 29.7 million in fiscal 2025, 2024, and 2023, respectively.

Intangible assets were comprised of the following (in thousands):

Developed technology

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Accumulated amortization

Definite-lived intangibles assets, net

In process research and development (1)

Total intangible assets, net

(1) The in process research and development has been placed into service and is included within Developed technology.

The amortization period for this developed technology asset is estimated to be 14 years .

Changes to the carrying amount of net intangible assets consist of (in thousands):

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Other additions

Held-for-sale intangibles (2)

Amortization expense

Restructuring impairment (1)

Currency translation

Ending balance

(1) Includes the purchase of a $ 4.6 million intangible asset from Wilson Wolf, an equity method investee of the Company during the year-ended June 30, 2023.

This asset will be amortized over a life of 10 years .

(1) Refer to Note 14 for further detail on held-for-sale intangibles.

Amortization expense related to developed technologies included in Cost of sales was $ 44.0 million, $ 46.6 million, and $ 44.3 million in fiscal 2025, 2024, and 2023, respectively.

Amortization expense related to trade names, customer

relationships, non-compete agreements, and patents included in selling, general and administrative expense was $ 33.2 million, $ 33.2 million, and $ 33.5 million, in fiscal 2024, 2023, and 2022 respectively.

Amortization expense related to trade names, customer relationships, non-compete agreements, and patents included in Selling, general and administrative expense was $ 31.3 million, $ 33.2 million, and $ 33.2 million, in fiscal 2025, 2024, and 2023, respectively.

The estimated future amortization expense for intangible assets as of June 30, 2025 is as follows (in thousands):

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Protein Sciences

Spatial Biology

June 30, 2023

Held-for-sale goodwill (1)

Currency translation

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Long-term inventory

Investment in Spear Bio

Supplemental Cash Flow Information:

Supplemental cash flow information was as follows (in thousands):

Supplemental cash flow information is as follows (in thousands):

Year Ended June 30,

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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.

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.

Fiscal year 2024 Acquisitions

Lunaphore Technologies SA.

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The goodwill is not deductible for income tax purposes.

The business became part of the Diagnostics and Genomics operating segment in the first quarter of fiscal year 2024 .

The business became part of the Diagnostics and Spatial Biology operating segment in the first quarter of fiscal 2024 .

The allocation of purchase price consideration related to Lunaphore was completed in the fourth quarter of fiscal 2024.

Net sales and operating loss of this business included in Bio-Techne's consolidated results of operations for the year ended June 30, 2024 were approximately $ 14.3 million and $ 24.0 million, respectively.

Net sales and operating loss of this business included in the Company's consolidated results of operations for fiscal 2024 were approximately $ 14.3 million and $ 24.0 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, 2024 are as follows (in thousands):

Preliminary allocation at acquisition date

Adjustments to fair value

Final allocation at June 30, 2024

Current assets

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Net assets acquired

Estimated Net Working Capital

Net assets acquired

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

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The purchase price allocated to trade names was based on management's forecasted cash inflows and outflows and using a relief from royalty method.

The amount recorded for developed technology is being amortized with the expense reflected in cost of goods sold in the Consolidated Statement of Earnings and Comprehensive Income.

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 14 years .

Amortization expense related to customer relationships is reflected in

selling, general and administrative expenses in the Consolidated Statement of Earnings and Comprehensive Income.

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 8 years .

The amount recorded for trade names is being amortized with the expense reflected in selling, general and administrative expenses in the Consolidated Statement of Earnings and Comprehensive Income.

The amount recorded for trade names 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 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.

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

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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 year 2023.

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.

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Intangible assets:

Developed technology

Developed technologies

Customer relationships

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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 goods sold in the Consolidated Statement of Earnings and Comprehensive Income.

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 Statement of Earnings and Comprehensive

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 Statement of Earnings and Comprehensive Income.

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

There were no acquisitions in fiscal 2022.

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:

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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

Derivatives designated as hedging instruments - net investment hedge

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Inputs Considered as

Exchange traded securities (2)

Certificates of deposit (1)

Short-term available-for-sale investments

Derivative instruments - cash flow hedges

Contingent consideration

Contingent consideration payable

Derivatives designated as hedging instruments - cash flow hedges

Other current assets

Derivatives designated as hedging instruments - cash flow hedges

Derivatives designated as hedging instruments - net investment hedge

Other long-term liabilities

Total liabilities

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

(2) During the quarter ended September 30, 2023, the Company sold all of its ex change traded investment grade bond funds that it held at June 30, 2023.

The costs basis and fair value of these exchange traded investment grade bond funds were $ 25.0 million and $ 23.7 million at June 30, 2023, respectively.

Fair value measurements of available for sale securities

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The forward starting swaps reduce the variability of cash flow payments for the Company by converting the variable interest rate on the Company’s forecasted variable interest long-term debt to that of a fixed interest rate.

Accordingly, as part of the forward starting swaps, the Company exchanges, at specified intervals, the difference between floating and fixed interest amounts based on a notional principal amounts.

Accordingly, as part of the forward starting swaps, the Company exchanges, at specified intervals, the difference between floating and fixed interest amounts based on a notional principal amount.

The Company also uses a cross-currency swap contract to manage its exposure to foreign currency risk associated with the Company’s net investment in its Swiss subsidiary.

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

In March 2023, the Company entered into a forward starting swap designated as a cash flow hedge on forecasted debt based on $ 100 million of notional principal.

The effective date of the swap was April 2023 with the full swap maturing in April 2025.

(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.

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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 twelve months ended June 30, 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 with our Consolidated Financial Statements for the years ended June 30, 2025, 2024 and 2023 were as follows (in thousands):

(Gain) Loss Recognized in Accumulated Other Comprehensive Loss

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(Gain) Loss Reclassified into Income

Location of (Gain) Loss

in Income Statement

Income Statement

Classification

Cash flow hedges

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Fair value measurements of contingent consideration

As of June 30, 2024, the Company does not have outstanding contingent consideration as the Asuragen and Namocell acquisitions did not meet their respective milestones as of December 31, 2023.

The Asuragen contingent agreement required the Company to make contingent consideration payments of up to $ 105.0 million if certain revenue thresholds were achieved by December 31, 2023.

The opening balance sheet fair value of the liabilities was $ 18.3 million, which was determined using a Monte Carlo simulation-based model discounted to present value.

Assumptions used in these calculations are units sold, expected revenue, expected expenses, discount rate, and various probability factors.

The contingent consideration related to Asuragen was $ 2.0 million as of June 30, 2023.

The Namocell contingent agreement required the Company to make contingent consideration payments of up to $ 25.0 million if certain revenue thresholds were achieved by December 31, 2023.

The opening balance sheet fair value of the liabilities was $ 10.6 million, which was determined using a Monte Carlo simulation-based model discounted to present value.

Assumptions used in these calculations are units sold, expected revenue, expected expenses, discount rate, and various probability factors.

The contingent consideration related to Namocell was $ 1.5 million as of June 30, 2023.

As of June 30, 2023 , the Company's obligation for potential contingent consideration payments related to the B-Mogen 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 2022.

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):

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The Credit Agreement matures on August 31, 2027 and contains customary restrictive and financial covenants and customary events of default.

As of June 30, 2024, the outstanding balance under the Credit Agreement was $ 319.0 million.

As of June 30, 2025 and 2024, the outstanding balance under the Credit Agreement was $ 346.0 million and $ 319.0 million, respectively.

As a lessee, the Company leases offices, labs, and manufacturing facilities, as well as vehicles, copiers, and other equipment.

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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.

Variable lease payments primarily include payments for non-lease components, such as maintenance costs and payments for non-components such as sales tax.

During fiscal year 2024, the Company recognized $ 5.0 million in variable lease expense in the Consolidated Statements of Earnings and Comprehensive Income.

During fiscal year 2024, the Company also recognized $ 18.2 million relating to fixed lease expense in the Consolidated Statements of Earnings and Comprehensive Income.

The following table summarizes the balance sheet classification of the Company’s operating leases, amounts of right of use assets and lease liabilities, the weighted average remaining lease term, and the weighted average discount rate for the Company’s operating leases (asset and liability amounts are in thousands):

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

Consolidated Statements of Earnings

Fixed operating lease expense

Variable operating lease expense

Total operating lease expense

Consolidated Statements of Cash Flows

Cash paid for amounts included in the measurement of operating lease liabilities

ROU assets obtained in exchange for operating lease obligations

Consolidated Balance Sheets

Lease Assets and Liabilities

Balance Sheet Classification

Operating leases:

Operating lease right-of-use assets

Operating lease ROU assets

Right-of-use asset

Current operating lease liabilities

Operating lease liabilities - current

Noncurrent operating lease liabilities

Operating lease liabilities - current

Operating lease liabilities - long-term

Operating lease liabilities

Total operating lease liabilities

Weighted average remaining lease term (in years):

Weighted average remaining lease term:

Weighted average discount rate:

The following table summarizes the cash paid for amounts included in the measurement of operating lease liabilities and right of use assets obtained in exchange for new operating lease liabilities for the year ended June 30, 2024 (in thousands):

Cash amounts paid on operating lease liabilities (1)

Right-of-use assets obtained in exchange for lease liabilities

(1) Total cash paid for the Company’s operating leases during the year ended June 30, 2024 include cash amounts paid on operating lease liabilities and variable lease expenses.

Cash flow impacts from right of use assets and lease liabilities are presented net on the cash flow statement in changes in other operating activity .

The following table summarizes payments by date for the Company’s operating leases, which is then reconciled to our total lease obligation (in thousands):

June 30, 2024

Amounts representing interest

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

The Company has declared cash dividends per share of $ 0.32 in each of the full fiscal years ended June 30, 2024, June 30, 2023, and June 30, 2022.

During the years ended June 30, 2024, June 30, 2023, and June 30, 2022, the Company repurchased 1,397,471 shares at an average share price of $ 57.28 , 222,000 shares at an average share price of $ 88.12 , and 1,576,952 shares at an average share price of $ 102.06 , respectively.

The Company has declared cash dividends per share of $ 0.32 in fiscal 2025, 2024, and 2023.

During fiscal 2025, 2024, and 2023, the Company repurchased 4,550,195 shares at an average share price of $ 60.60 , 1,397,471 shares at an average share price of $ 57.28 , and 222,000 shares at an average share price of $ 88.12 , respectively.

The Company’s accounting policy is to record the portion of share repurchases in excess of the par value entirely in retained earnings.

During fiscal year 2024, 2023 and 2022, 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 restricted stock units vesting were $ 21.9 million, $ 28.9 million, and $ 23.5 million, respectively.

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)

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Balance as of June 30, 2023, net of tax (2)

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 (2)

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Balance as of June 30, 2025, net of tax (2)

(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 and $ 70 thousand attributable to the non-controlling interest in Eminence as of June 30, 2023, and June 30, 2022, respectively.

(2) The Company had a net deferred tax liability for its cash flow hedge of $ 2.5 million, $ 4.0 million, and $ 2.5 million as of June 30, 2024, June 30, 2023 and June 30, 2022.

(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.

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.

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Net earnings, including noncontrolling interest

Less net earnings (loss) attributable to noncontrolling interest

Less net earnings attributable to noncontrolling interest

Net earnings attributable to Bio-Techne

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Net earnings, including noncontrolling interest

Less net earnings (loss) attributable to noncontrolling interest

Less net earnings attributable to noncontrolling interest

Net earnings attributable to Bio-Techne

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The dilutive effect of stock options in the above table excludes all options for which the aggregate exercise proceeds exceeded the average market price for the period.

The number of potentially dilutive option shares excluded from the calculation was 3.9 million, 4.5 million, and 2.8 million for the fiscal years ended June 30, 2024, 2023 and 2022, respectively.

The number of potentially dilutive option shares excluded from the calculation was 3.8 million, 3.9 million, and 4.5 million for fiscal 2025, 2024 and 2023, respectively.

Share-based Compensation and Other Benefit Plans:

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Equity incentive plan:

The 2020 Equity Incentive Plan, which replaced the Company’s Second Amended and Restated 2010 Equity Incentive Plan, provides for the granting of incentive and nonqualified stock options, restricted stock, restricted stock units, performance shares, performance units and stock appreciation rights.

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

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

The 2020 Equity Incentive Plan, which replaced the Company’s Second Amended and Restated 2010 Equity Incentive Plan (collectively, the Plans), provides for the granting of incentive and nonqualified stock options, restricted stock, restricted stock units, performance shares, performance units and stock appreciation rights.

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 2020 Equity Incentive Plan replaced the Company’s second A&R 2010 Plan, which had previously amended and restated the Company’s Amended and Restated 2010 Equity Incentive Plan (the A&R 2010 Plan).

The 2020 Equity Incentive Plan and Second A&R 2010 Plan (collectively, 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, 2024 under the 2020 Equity Incentive Plan were 11.6 million.

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, 2025 under the Plans were 9.5 million.

The fair values of options granted under the Plans were estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions used:

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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.

Restricted common stock activity under the Plans for the three years ended June 30, 2025, consists of the following (units in thousands):

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Additionally, stock-based

compensation costs, inclusive of payroll taxes, of $ 0.9 million, $ 1.0 million, and $ 1.4 million was included in cost of goods sold in 2024, 2023, and 2022, respectively.

compensation costs, inclusive of payroll taxes, of $ 1.3 million, $ 0.9 million, and $ 1.0 million was included in Cost of sales sold in fiscal 2025, 2024, and 2023, 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.

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Employee stock purchase plan:

In fiscal year 2015, the Company established the Bio-Techne Corporation 2014 Employee Stock Purchase Plan (ESPP), which was approved by the Company’s shareholders on October 30, 2014, and which is designed to comply with IRS provisions governing employee stock purchase plans.

In fiscal 2015, the Company established the Bio-Techne Corporation 2014 Employee Stock Purchase Plan (ESPP), which was approved by the Company’s shareholders on October 30, 2014, and which is designed to comply with IRS provisions governing employee stock purchase plans.

800,000 shares were allocated to the ESPP.

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Other Income / (Expense):

The components of other income (expense) in the accompanying Statement of Earnings and Comprehensive Income are as follows (in thousands):

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

Year Ended June 30,

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Total other income (expense)

(1) For the year ended June 30, 2024, this is for a $ 0.3 million gain on the sale of our exchange trade investment grade bond funds.

For the year ended June 30, 2023, this is for a $ 37.2 million gain on the sale of our CCXI investment, a $ 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.

For the year ended June 30, 2022, this is for a $ 16.1 million gain in the fair value of our CCXI investment.

(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.

Income Taxes:

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Total income tax provision

The Company’s effective income tax rate for fiscal 2024 was 9.5 % vs 15.7 % in the prior year.

The change in the effective tax rate for fiscal 2024 and 2023 was driven by share-based compensation as the number of stock option exercises increased compared to the prior year comparative period.

The Company’s effective income tax rate for fiscal 2023 was 15.7 % vs 12.7 % in the prior year.

The change in the effective tax rate for fiscal 2023 and 2022 was driven by share-based compensation as the number of stock option exercises decreased compared to the prior year comparative period.

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.

4 unchanged sentences

Research and development tax credit

Contingent consideration adjustment

Foreign tax rate differences

(Gain)/loss on investment

Option exercises

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Executive compensation limitations (1)

Changes in unrecognized tax benefits

Valuation allowance

Outside basis difference

Effective tax rate

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

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 equity investments

Excess tax basis in investments

Deferred compensation

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Right of use asset

Derivative - cash flow hedge

Deferred tax liabilities

Net deferred income tax liabilities

Net deferred income tax assets (liabilities)

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.

The valuation allowance as of June 30, 2025 was $ 33.8 million compared to $ 19.3 million in the prior year.

As of June 30, 2024, the $ 19.3 million valuation allowance relates to certain foreign and state tax net operating loss and state credit carryforwards that existed at the date the Company completed various previous acquisitions as well as immaterial amounts generated after the acquisitions.

As of June 30, 2025, we had a $ 33.8 million valuation allowance, of which $ 13.1 million is from outside basis differences, with the remainder relating to certain foreign and state tax net operating loss and state credit carryforwards.

The Company believes it is more likely than not that these tax carryovers will not be realized.

22 unchanged sentences

Beginning balance

Additions due to acquisitions

Additions for tax positions of prior year

Decrease in unrecognized tax benefits for prior year positions

Ending balances

Included in the balance of unrecognized tax benefits at June 30, 2024 are potential benefits of $ 5.3 million that, if recognized, would affect the effective tax rate on income from continuing operations.

Included in the balance of unrecognized tax benefits for fiscal 2025 are potential benefits of $ 3.3 million that, if recognized, would affect the effective tax rate on income from continuing operations.

The Company recognizes interest and penalties related to unrecognized tax benefits in its provision for income taxes.

The Company had $ 0.2 million of accrued interest and penalties as of June 30, 2025.

The amount recorded for the periods ended June 30, 2023 and June 30, 2022, was $ 0.5 million and $ 0.3 million, respectively, in accrued interest and penalties.

The amount recorded for the periods ended June 30, 2024 and 2023, was $ 0.6 million and $ 0.5 million, respectively, in accrued interest and penalties.

The Company does not believe it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase in the next twelve months.

5 unchanged sentences

Segment Information:

The Company operates under two operating segments, Protein Sciences and Diagnostics and Genomics.

The Company operates under two operating segments, Protein Sciences and Diagnostics and Spatial Biology.

The Company’s Protein Sciences segment is comprised of the reagent solutions division and analytical solutions division.

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.

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 automated western blot and multiplexed ELISA workflow.

No customer in the Protein Sciences segment accounted for more than 10% of the segment’s net sales for the years ended June 30, 2024, 2023, and 2022.

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

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.

No customer in the Diagnostics and Genomics segment accounted for more than 10% of the segment’s net sales for the fiscal years ended June 30, 2024, 2023, and 2022.

No customer in the Protein Sciences segment accounted for more than 10% of the segment’s net sales for fiscal 2025, 2024, and 2023.

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.

No customer in the Diagnostics and Spatial Biology segment accounted for more than 10% of the segment’s net sales for fiscal 2025, 2024, and 2023.

There are no concentrations of business transacted with a particular customer or supplier or concentrations of revenue from a particular product or geographic area that would severely impact the Company in the near term.

Following is financial information relating to the operating segments (in thousands):

Year Ended June 30,

The Company discloses segment operating income as its measure of segment profit, reconciled to both total operating income and income before taxes.

Business segment operating income excludes certain expenses and income that are not allocated to business segments (described below as unallocated amounts).

Business segment disclosures consider information used by/provided to the Company’s chief operating decision maker (CODM).

For the Company, the CODM is the Chief Executive Officer.

The CODM uses segment operating income to allocate resources to segments in the planning and forecasting process along with periodic reviews of results and overall market activity.

The following is financial information relating to the operating segments (in thousands):

For the Year Ended June 30, 2025

Protein Sciences

Diagnostics and Genomics

Diagnostics and Spatial Biology

Other revenue (1)

Consolidated net sales

Operating income:

Segment operating income

Cost of sales

Selling, general and administrative

Research and development

Segment operating income

Unallocated amounts

Costs recognized on sale of acquired inventory

Amortization of intangibles

Acquisition related expenses and other

Certain litigation charges

Impairment of assets held-for-sale

Stock based compensation, inclusive of employer taxes

Restructuring and restructuring-related costs

Corporate general, selling, and administrative expenses

Impact of business held-for-sale (1)

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 results of this business held-for-sale for fiscal 2025.

For the Year Ended June 30, 2024

Protein Sciences

Diagnostics and Genomics

Diagnostics and Spatial Biology

Other revenue (1)

Consolidated net sales

Segment operating income

Cost of sales

Selling, general and administrative

Research and development

Segment operating income

Unallocated amounts

Costs recognized on sale of acquired inventory

Amortization of intangibles

Impact of partially-owned consolidated subsidiaries (2)

Acquisition related expenses and other

1 unchanged sentence

Impairment of assets held-for-sale

Eminence impairment

Stock based compensation, inclusive of employer taxes

4 unchanged sentences

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

For the year ended June 30, 2024, includes 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.

(2) Includes the annual results of the partially-owned consolidated subsidiary prior to the sale of this partially-owned consolidated subsidiary to a third party in the first fiscal quarter of 2023.

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.

For the Year Ended June 30, 2023

Protein Sciences

Diagnostics and Spatial Biology

Consolidated net sales

Segment operating income

Cost of sales

Selling, general and administrative

Research and development

Segment operating income

Unallocated amounts

Costs recognized on sale of acquired inventory

Amortization of intangibles

Impact of partially-owned consolidated subsidiaries

Acquisition related expenses and other

Stock based compensation, inclusive of employer taxes

Restructuring and restructuring-related costs

Corporate general, selling, and administrative expenses

Consolidated operating income

The Company has some integrated facilities that serve both segments.

4 unchanged sentences

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 Genomics segments to represent different groups of products and therefore have separately disclosed the related consumables revenue (in thousands):

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):

Year Ended June 30,

Consumables revenue - Protein Sciences

Consumables revenue - Diagnostics and Genomics

Consumables revenue - Diagnostics and Spatial Biology

Consumables revenue - Other revenue (1)

10 unchanged sentences

Long-lived assets are comprised of land, buildings and improvements and equipment, net of accumulated depreciation.

Restructurings:

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 2026, 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.

The restructuring and restructuring-related charges 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

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

Year ended June 30, 2025

Asset-related

Impairment of

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):

severance (1)

impairment and other (2)

held-for-sale

Expense incurred in the fourth quarter of 2025

Cash payments

Non-cash adjustments

Accrued restructuring actions balance as of June 30, 2025

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

(2) Primarily relates to impairment of inventory and equipment.

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 restructuring and restructuring-related charges 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)

(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, 2025

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 Other current liabilities in the accompanying Consolidated Balance Sheets.

severance (1)

impairment and other (2)

Initial expense incurred in the first quarter of 2025

Incremental expense incurred in remainder of 2025

Cash payments

Non-cash adjustments

Accrued restructuring actions balance as of June 30, 2025

(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.

(2) Primarily relates to impairment of intangibles and inventory as a result of the closure and relocation of certain manufacturing sites.

Fiscal 2024 Restructuring Actions:

These actions impacted approximately 4 % of our global workforce.

These actions continued through the end of fiscal 2025 as we incurred charges relating to the condensing of certain distribution centers and optimizing efficiency.

As a result of an impairment test performed over the disposal group during fiscal 2024, a cumulative impairment charge of $ 22.0 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 2024.

There was a recovery related to the disposal group during fiscal 2025 of $ 2.6 million.

During the quarter ended December 31, 2024, the Company entered into an agreement with a buyer to purchase the remaining inventory for approximately $ 8 million.

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.

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 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):

Cost of sales

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):

Year ended June 30,

Asset-related

Impairment of

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 Other current liabilities in the accompanying Consolidated Balance Sheets.

Impairment (recovery)

Asset-related

severance (1)

and other (2)

held-for-sale

Initial expense incurred in the second quarter of 2024

Incremental expense incurred in the remainder of 2024

Cash payments

Non-cash adjustments

Adjustments (3)

Accrued restructuring actions balance as of June 30, 2024

Incremental expense incurred in fiscal 2025

Cash payments

Non-cash adjustments

Accrued restructuring actions balance as of June 30, 2025

(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 July 23, 2024, the Company invested $ 15 million in Spear Bio, an innovative leader in the development and manufacture of ultra-sensitive immunoassays capable of measuring protein biomarkers at attomolar level from sub-microliter sample volume.

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors

Bio-Techne Corporation:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Bio-Techne Corporation and subsidiaries (the Company) as of June 30, 2024 and June 30, 2023, the related consolidated statements of earnings and comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended June 30, 2024, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2024 and June 30, 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended June 30, 2024, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of June 30, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated August 22, 2024 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

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

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

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

Critical Audit Matter

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

Fair value measurement of the developed technology intangible asset acquired in the Lunaphore acquisition

As discussed in Note 4 to the consolidated financial statements, the Company acquired Lunaphore Technologies, SA.

in July 2023, for total consideration of $169.7 million.

As a result of the acquisition, the Company recognized intangible assets of $66.4 million, including developed technology of $60.3 million.

We identified the assessment of the fair value measurement of the acquired developed technology as a critical audit matter.

There was a high degree of subjectivity in applying and evaluating certain key assumptions used to estimate the fair value of the acquired developed technology.

Specifically, the revenue growth rates and the discount rate were challenging to test as they represented subjective determinations of future market and economic conditions.

Changes to those assumptions could have had a significant effect on the determination of the fair value measurement.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s acquisition-date valuation process, including controls related to the development of the revenue growth rates and discount rate.

We performed sensitivity analyses over the revenue growth rates to assess the impact of changes in those assumptions on the Company’s determination of the fair value of the developed technology.

We evaluated the reasonableness of the Company’s forecasted revenue growth rates used to determine forecasted revenues by comparing them to historical results and industry related third-party data.

In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in:

● evaluating the discount rate used by the Company by comparing it against a discount rate range that was independently developed using publicly available market data for comparable entities

● testing the estimate of the fair value of the developed technology using the Company’s cash flow forecasts and discount rates and comparing the results to the Company’s fair value estimates.

We have served as the Company’s auditor since 2002.

Minneapolis, Minnesota

August 22, 2024

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors

Bio-Techne Corporation:

Opinion on Internal Control Over Financial Reporting

We have audited Bio-Techne Corporation and subsidiaries' (the Company) internal control over financial reporting as of June 30, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of June 30, 2024 and June 30, 2023, the related consolidated statements of earnings and comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended June 30, 2024, and the related notes (collectively, the consolidated financial statements), and our report dated August 22, 2024 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

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

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

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Minneapolis, Minnesota

August 22, 2024

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