10-K – 2025-08-22 – tech-20250630x10k.htm

ITEM 9B. OTHER INFORMATION
During the three months ended June 30, 2025, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in item 408(a) of Regulation S-K.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Other than "Executive Officers of the Registrant" which is set forth at the end of Item 1 in Part I of this report, the information required by Item 10 is incorporated herein by reference to the sections entitled "Election of Directors," "Principle Shareholders" and "Additional Corporate Governance Matters" in the Company’s Proxy Statement for its 2025 Annual Meeting of Shareholders which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the close of the fiscal year for which this report is filed.
The Company has an insider trading policy which governs the purchase, sale, and/or other dispositions of our securities or securities of certain other publicly traded companies by directors, officers, employees, and other covered persons and is designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company. A copy of our Insider Trading Policy is filed as Exhibit 19 to this Annual Report on Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 is incorporated herein by reference to the sections entitled "Election of Directors" and "Executive Compensation" in the Company’s Proxy Statement for its 2025 Annual Meeting of Shareholders which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the close of the fiscal year for which this report is filed.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
The information required by Item 12 is incorporated by reference to the sections entitled "Principal Shareholders" and "Management Shareholdings" in the Company’s Proxy Statement for its 2025 Annual Meeting of Shareholders which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the close of the fiscal year for which this report is filed.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by Item 13 is incorporated by reference to the sections entitled "Election of Directors" and "Additional Corporate Governance Matters" in the Company’s Proxy Statement for its 2025 Annual Meeting of Shareholders which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the close of the fiscal year for which this report is filed.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by Item 14 is incorporated herein by reference to the section entitled "Audit Matters" in the Company’s Proxy Statement for its 2025 Annual Meeting of Shareholders which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the close of the fiscal year for which this report is filed.
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
A. (1) List of Financial Statements.
The following Consolidated Financial Statements are filed as part of this Annual Report on Form 10-K:
Consolidated Statements of Earnings and Comprehensive Income for the Years Ended June 30, 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 for the Years Ended June 30, 2025, 2024, and 2023
Reports of Independent Registered Public Accounting Firm (PCAOB ID: 185 )
A. (2) Financial Statement Schedules.
All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the Consolidated Financial Statements or Notes thereto.
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A. (3) Exhibits.
EXHIBIT INDEX
for Form 10-K for the 2025 Fiscal Year
  
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Exhibit
Number  
    
Description

3.1
​
Amended and Restated Articles of Incorporation of the Company--incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K dated November 1, 2022*

 
​
 

3.2
​
Fourth Amended and Restated Bylaws of the Company--incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K dated April 26, 2022*

 
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4.1
​
Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

 
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10.1**
​
Management Incentive Plan--incorporated by reference to Exhibit 10.13 of the Company’s Form 10-K for the year ended June 30, 2013*

 
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10.2**
​
Second Amended and Restated 2010 Equity Incentive Plan--incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated October 26, 2017*

 
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10.3**
​
Form of Time Vesting Restricted Stock Award Agreement for Second Amended and Restated 2010 Equity Incentive Plan--incorporated by reference to Exhibit 10.3 of the Company's Form 10-K dated August 25, 2021*

 
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10.4**
​
Form of Performance Vesting Restricted Stock Award Agreement for Second Amended and Restated 2010 Equity Incentive Plan--incorporated by reference to Exhibit 10.4 of the Company's Form 10-K dated August 25, 2021*

 
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10.5**
​
F orm of Time Vesting Restricted Stock Unit Award Agreement for Second Amended and Restated 2010 Equity Incentive Plan (Global)--incorporated by reference to Exhibit 10.5 of the Company's Form 10-K dated August 25, 2021*

 
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10.6**
​
Form of Performance Vesting Restricted Stock Unit Award Agreement for Seconded Amended and Restated 2010 Equity Incentive Plan--incorporated by reference to Exhibit 10.6 of the Company's Form 10-K dated August 25, 2021*

 
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10.7**
​
Form of the Time Vesting Performance Unit Award Agreement for Second Amended and Restated 2010 Equity Incentive Plan--incorporated by reference to Exhibit 10.7 of the Company's Form 10-K dated August 25, 2021*

 
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10.8**
​
Form of Performance Vesting Performance Unit Award Agreement for Second Amended and Restated 2010 Equity Incentive Plan--incorporated by reference to Exhibit 10.8 of the Company's Form 10-K dated August 25, 2021*

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​
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10.9**
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Form of Time Vesting Incentive Stock Option Agreement for Second Amended and Restated 2010 Equity Incentive Plan--incorporated by reference to Exhibit 10.9 of the Company's Form 10-K dated August 25, 2021*

 
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10.10**
​
Form of Performance Vesting Incentive Stock Option Agreement for Second Amended and Restated 2010 Equity Incentive Plan--incorporated by reference to Exhibit 10.10 of the Company's Form 10-K dated August 25, 2021*

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10.11**
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Form of Employee Non-Qualified Stock Option Agreement for Second Amended and Restated 2010 Equity Incentive Plan--incorporated by reference to Exhibit 10.11 of the Company's Form 10-K dated August 25, 2021*

 
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10.12**
​
Form of Director Non-Qualified Stock Option Agreement for Second Amended and Restated 2010 Equity Incentive Plan--incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K dated October 26, 2017*

 
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10.13**
​
Form of Executive Employment Agreement by and between the Company and Executive Officers of the Company other than the CEO--incorporated by reference to Exhibit 10.12 of the Company’s Form 10-K dated September 7, 2017*

 
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10.14**
​
Form of Amendment No. 1 to Executive Employment Agreement – incorporated by reference to Exhibit 10.15 of the Company’s Form 10-Q dated May 11, 2020 *  

 
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10.15
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Amended and Restated Credit Agreement by and among the Company, the Guarantors party thereto, the Lenders party thereto, and BMO Harris Bank N.A., as Administrative Agent, dated August 31, 2022 --incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated September 7, 2022*

 
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10.16**
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Form of Indemnification Agreement entered into with each director and executive officer of the Company--incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q dated February 8, 2018*

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10.17**
​
Bio-Techne 2020 Equity Incentive Plan -- incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated November 3, 2020*

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10.18
​
Form of Director Non-Qualified Stock Option Agreement -- incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K dated November 3, 2020*

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10.19**
​
Form of Employee Non-Qualified Stock Option Agreement (Global)-- incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K dated November 3, 2020*

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10.20**
​
Form of Performance Vesting Incentive Stock Option Agreement-- incorporated by reference to Exhibit 10.5 of the Company’s Form 8-K dated November 3, 2020*

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10.21**
​
Form of Performance Vesting Restricted Stock Agreement-- incorporated by reference to Exhibit 10.6 of the Company’s Form 8-K dated November 3, 2020*

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10.22**
​
Form of Performance Vesting Restricted Stock Unit Agreement-- incorporated by reference to Exhibit 10.7 of the Company’s Form 8-K dated November 3, 2020*

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10.23**
​
Form of Time Vesting Incentive Stock Option Agreement-- incorporated by reference to Exhibit 10.8 of the Company’s Form 8-K dated November 3, 2020*

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10.24**
​
Form of Time Vesting Performance Unit Agreement-- incorporated by reference to Exhibit 10.9 of the Company’s Form 8-K dated November 3, 2020*

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10.25**
​
Form of Time Vesting Restricted Stock Agreement-- incorporated by reference to Exhibit 10.10 of the Company’s Form 8-K dated November 3, 2020*

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10.26**
​
Form of Time Vesting Restricted Stock Unit Agreement (Global)-- incorporated by reference to Exhibit 10.11 of the Company’s Form 8-K dated November 3, 2020*

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10.27**
​
Form of Executive Employment Agreement by and between the Company and Kim Kelderman--incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated October 19, 2023*

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19
​
Bio-Techne Insider Trading Policy

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21
    
Subsidiaries of the Company

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23
​
Consent of KPMG LLP

 
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31.1
​
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 
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31.2
​
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 
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32.1***
​
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 
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32.2***
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Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 
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97
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Amended and Restated Policy on Recoupment of Certain Executive Incentive Compensation

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101
​
The following financial statements from the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Consolidated Statements of Earnings and Comprehensive Income, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Shareholders’ Equity, (iv) the Consolidated Statements of Cash Flows, and (v) Notes to the Consolidated Financial Statements.

 
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104
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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Incorporated by reference; SEC File No. 000-17272
** Management contract or compensatory plan or arrangement
*** Furnished herwith
ITEM 16. FORM 10-K SUMMARY
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

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BIO-TECHNE CORPORATION

 
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Date: August 22, 2025
​
/s/ Kim Kelderman

 
​
 
By:
Kim Kelderman

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​
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Its:
President and CEO

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Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

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Date    
​
Signature and Title

 
​
 

August 22, 2025
​
/s/ Robert V. Baumgartner

 
​
Robert V. Baumgartner

 
​
Chairman of the Board and Director

 
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August 22, 2025
​
/s/ Julie Bushman

 
​
Julie Bushman, Director

 
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August 22, 2025
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/s/ Rupert Vessey

 
​
Dr. Rupert Vessey, Director

 
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August 22, 2025
​
/s/ Joseph Keegan, Ph.D.

 
​
Dr. Joseph Keegan, Director

 
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August 22, 2025
​
/s/ John L. Higgins

 
​
John L. Higgins, Director

 
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August 22, 2025
​
/s/ Roeland Nusse, Ph.D.

 
​
Dr. Roeland Nusse, Director

 
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August 22, 2025
​
/s/ Alpna Seth, Ph.D.

 
​
Dr. Alpna Seth, Director

 
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August 22, 2025
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/s/ Judith Klimovsky, M.D.

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Dr. Judith Klimovsky, Director

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August 22, 2025
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/s/ Amy E. Herr, Ph.D.

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​
Dr. Amy E. Herr, Director

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August 22, 2025
​
/s/ Kim Kelderman

 
​
Kim Kelderman, Director and Chief Executive Officer (principal executive officer)

 
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August 22, 2025
​
/s/ James Hippel

 
​
James Hippel, Chief Financial Officer

 
​
(principal financial officer and principal accounting officer)

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