10-Q – 2026-05-06 – tech-20260331x10q.htm

BIO-TECHNE Corp_March 31, 2026
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Table of Contents

​
​
​
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q
​
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026 , or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to
​
Commission file number 0-17272

BIO-TECHNE CORPORATION
(Exact name of registrant as specified in its charter)

Minnesota
41-1427402

(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)

 
 

614 McKinley Place N.E.
Minneapolis , MN 55413
( 612 ) 379-8854

(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:
​

Title of each class
Trading Symbol(s)
Name of each exchange on which registered

Common Stock, $0.01 par value
TECH
The NASDAQ Stock Market LLC

​
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes    ☒     No   ☐
​
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     Yes    ☒     No   ☐
​
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
​

Large accelerated filer
☒
Accelerated filer
☐

 
 
 
 

Non-accelerated filer
☐
Smaller reporting company
☐

 
 
 
 

 
 
Emerging growth company
☐

​
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
​
Indicate by check mark whether the Registrant is a shell company (as defined in Exchange Act Rule 12b- 2).     ☐   Yes     ☒   No
​
At April 29, 2026, 156,568,751 shares of the Company's Common Stock (par value $0.01) were outstanding.
​
​
​
​

Table of Contents

​
TABLE OF CONTENTS
​

 
Page

PART I. FINANCIAL INFORMATION

 

Item 1.
Condensed Consolidated Financial Statements (Unaudited)
1

 
Condensed Consolidated Statements of Earnings and Comprehensive Income
1

​
Condensed Consolidated Balance Sheets
2

​
Condensed Consolidated Statements of Cash Flows
3

​
Condensed Consolidated Statements of Stockholders’ Equity
4

​
Notes to Condensed Consolidated Financial Statements
6

​
Note 1. Basis of Presentation and Summary of Significant Accounting Policies
6

​
Note 2. Revenue Recognition
7

​
Note 3. Selected Balance Sheet Information
9

​
Note 4. Fair Value Measurements
11

​
Note 5. Debt and Other Financing Arrangements
14

​
Note 6. Leases
14

​
Note 7. Supplemental Equity and Accumulated Other Comprehensive Income (Loss)
16

​
Note 8. Earnings Per Share
18

​
Note 9. Share-based Compensation and Other Benefit Plans
18

​
Note 10. Other Income/(Expense)
19

​
Note 11. Income Taxes
19

​
Note 12. Segment Information
20

​
Note 13. Restructuring
22

​
Note 14. Subsequent Events
25

​
​
​

Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
26

 

Item 3.
Quantitative and Qualitative Disclosures about Market Risk
34

 

Item 4.
Controls and Procedures
34

 

PART II: OTHER INFORMATION

 

Item 1.
Legal Proceedings
34

 
 

Item 1A.
Risk Factors
34

 
 

Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
34

 
 

Item 3.
Defaults Upon Senior Securities
35

 
 

Item 4.
Mine Safety Disclosures
35

 
 

Item 5.
Other Information
35

 
 

Item 6.
Exhibits
36

 
 

​
SIGNATURES
37

​
​
​

​

Table of Contents

PART I. FINANCIAL INFORMATION
ITEM   1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
AND COMPREHENSIVE INCOME
Bio-Techne Corporation and Subsidiaries
(in thousands, except per share data)
(unaudited)
​
​

​

​

​

​

​

​

​

​

​

​

​

​

​
  ​ ​ ​
Quarter Ended
​
Nine Months Ended

​
​
March 31, 
​
March 31, 

​
​
2026
​
2025
​
2026
​
2025

Net sales
​
$
311,415
​
$
316,181
​
$
893,847
​
$
902,671

Cost of sales
​
 
103,127
​
 
101,625
​
 
306,170
​
 
311,211

Gross margin
​
 
208,288
​
 
214,556
​
 
587,677
​
 
591,460

​
​
​
​
​
​
​
​
​
​
​
​
​

Operating expenses:
​
 
​
​
​
​
​
​
​
​
 
  ​

Selling, general and administrative
​
 
109,338
​
 
151,269
​
 
339,242
​
 
391,881

Research and development
​
 
23,455
​
 
24,579
​
 
70,821
​
 
73,464

Total operating expenses
​
 
132,793
​
 
175,848
​
 
410,063
​
 
465,345

Operating income
​
 
75,495
​
 
38,708
​
 
177,614
​
 
126,115

​
​
​
​
​
​
​
​
​
​
​
​
​

Other income (expense)
​
 
( 4,270 )
​
​
( 434 )
​
​
( 7,614 )
​
​
( 4,793 )

Earnings before income taxes
​
 
71,225
​
 
38,274
​
 
170,000
​
 
121,322

Income taxes
​
 
20,178
​
 
15,686
​
 
42,759
​
 
30,244

Net earnings
​
$
51,047
​
$
22,588
​
$
127,241
​
$
91,078

Other comprehensive income (loss):
​
 
  ​
​
 
  ​
​
 
  ​
​
 
  ​

Foreign currency translation income (loss)
​
 
( 4,352 )
​
 
5,311
​
 
( 4,440 )
​
 
1,049

Unrealized gains (losses) on derivative instruments
​
 
( 160 )
​
 
( 1,713 )
​
 
( 2,536 )
​
 
( 4,785 )

Other comprehensive income (loss)
​
 
( 4,512 )
​
 
3,598
​
 
( 6,976 )
​
 
( 3,736 )

Comprehensive income
​
$
46,535
​
$
26,186
​
$
120,265
​
$
87,342

​
​
​
​
​
​
​
​
​
​
​
​
​

Earnings per share:
​
 
​
​
​
​
​
​
​
​
​
​

Basic
​
$
0.33
​
$
0.14
​
$
0.82
​
$
0.58

Diluted
​
$
0.32
​
$
0.14
​
$
0.81
​
$
0.57

​
​
​
​
​
​
​
​
​
​
​
​
​

Weighted average common shares outstanding:
​
 
​
​
 
  ​
​
 
  ​
​
 
  ​

Basic
​
 
156,327
​
 
157,372
​
 
155,893
​
 
158,117

Diluted
​
 
157,403
​
 
158,944
​
 
156,943
​
 
160,662

​
See Notes to Condensed Consolidated Financial Statements.
​

1

Table of Contents

CONDENSED CONSOLIDATED BALANCE SHEETS
Bio-Techne Corporation and Subsidiaries
(in thousands, except share and per share data)
​
​

​

​

​

​

​

​

​
  ​ ​ ​
March 31, 
​
​
​

​
​
2026
​
June 30, 

​
​
(unaudited)
​
2025

ASSETS
 
​
  ​
 
​
  ​

Current assets:
 
​
  ​
 
​
  ​

Cash and cash equivalents
​
$
209,819
​
$
162,186

Accounts receivable, less allowances of $ 4,415 and $ 4,215 , respectively
​
 
214,562
​
 
206,876

Inventories
​
 
201,175
​
 
189,446

Current assets held-for-sale
​
​
—
​
​
12,332

Other current assets
​
​
62,494
​
 
37,460

Total current assets
​
 
688,050
​
 
608,300

​
​
​
​
​
​
​

Property and equipment, net
​
 
232,990
​
 
245,719

Right-of-use assets
​
 
68,316
​
 
73,399

Goodwill
​
 
977,800
​
 
980,935

Intangible assets, net
​
 
319,074
​
 
365,599

Other assets
​
 
264,371
​
 
283,916

Total assets
​
$
2,550,601
​
$
2,557,868

LIABILITIES AND SHAREHOLDERS’ EQUITY
​
 
  ​
​
 
  ​

Current liabilities:
​
 
  ​
​
 
  ​

Trade accounts payable
​
$
23,490
​
$
25,311

Salaries, wages and related accruals
​
 
54,429
​
 
65,791

Accrued expenses
​
 
17,682
​
 
25,663

Contract liabilities
​
 
38,433
​
 
32,571

Income taxes payable
​
 
2,971
​
 
10,770

Operating lease liabilities - current
​
 
14,181
​
 
14,098

Other current liabilities
​
 
2,092
​
 
1,645

Total current liabilities
​
 
153,278
​
 
175,849

​
​
​
​
​
​
​

Deferred income taxes
​
 
14,210
​
 
6,169

Long-term debt obligations
​
 
200,000
​
 
346,000

Operating lease liabilities
​
 
76,141
​
 
83,960

Other long-term liabilities
​
 
21,668
​
 
27,082

​
​
 
  ​
​
 
  ​

Shareholders’ equity:
​
​
​
​
​
​

Undesignated capital stock, no par; authorized 5,000,000 shares; none issued or outstanding
​
 
—
​
 
—

Common stock, par value $ .01 per share; authorized 400,000,000 ; issued and outstanding 156,516,091 and 154,972,196 respectively
​
 
1,565
​
 
1,550

Additional paid-in capital
​
 
1,005,403
​
 
911,089

Retained earnings
​
 
1,145,192
​
 
1,066,049

Accumulated other comprehensive loss
​
 
( 66,856 )
​
 
( 59,880 )

Total shareholders’ equity
​
 
2,085,304
​
 
1,918,808

Total liabilities and shareholders’ equity
​
$
2,550,601
​
$
2,557,868

​
See Notes to Condensed Consolidated Financial Statements.
​

2

Table of Contents

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Bio-Techne Corporation and Subsidiaries
(in thousands)
(unaudited)
​
​

​

​

​

​

​

​

​
  ​ ​ ​
Nine Months Ended

​
​
March 31, 

​
​
2026
​
2025

CASH FLOWS FROM OPERATING ACTIVITIES:
 
​
  ​
 
​
  ​

Net earnings
​
$
127,241
​
$
91,078

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

Depreciation and amortization
​
 
73,218
​
 
82,792

Costs recognized on sale of acquired inventory
​
​
—
​
​
554

Deferred income taxes
​
 
8,045
​
 
( 18,825 )

Stock-based compensation expense
​
 
36,135
​
 
36,283

(Gain) Loss on equity method investment
​
​
335
​
​
169

(Gain) Loss on investments
​
​
2,334
​
​
—

Asset impairment restructuring
​
​
3,253
​
​
9,961

Leases, net
​
 
( 2,619 )
​
 
502

Recovery of assets held-for-sale
​
​
( 6,789 )
​
​
( 3,655 )

Other operating activity
​
 
621
​
 
527

Change in operating assets and operating liabilities:
​
 
  ​
​
 
  ​

Trade accounts and other receivables, net
​
 
( 7,923 )
​
 
5,271

Inventories
​
 
( 12,510 )
​
 
( 11,540 )

Prepaid expenses
​
 
2,505
​
 
( 7,217 )

Trade accounts payable, accrued expenses, contract liabilities, and other
​
 
( 2,953 )
​
 
( 639 )

Salaries, wages and related accruals
​
 
( 11,199 )
​
 
12,006

Income taxes payable
​
 
( 13,037 )
​
 
( 7,912 )

Net cash provided by (used in) operating activities
​
 
196,657
​
 
189,355

​
​
​
​
​
​
​

CASH FLOWS FROM INVESTING ACTIVITIES:
​
 
  ​
​
 
  ​

Proceeds from sale of available-for-sale investments
​
 
—
​
 
1,085

Additions to property and equipment
​
 
( 20,370 )
​
 
( 26,116 )

Distributions from Wilson Wolf
​
​
4,620
​
​
2,653

Investment in Spear Bio
​
​
—
​
​
( 15,000 )

Proceeds from sale of assets held-for-sale
​
​
4,617
​
​
1,789

Net cash provided by (used in) investing activities
​
 
( 11,133 )
​
 
( 35,589 )

​
​
​
​
​
​
​

CASH FLOWS FROM FINANCING ACTIVITIES:
​
 
  ​
​
 
  ​

Cash dividends
​
 
( 37,432 )
​
 
( 38,004 )

Proceeds from stock option exercises
​
 
58,193
​
 
45,513

Repurchases of common stock
​
 
( 24 )
​
 
( 175,674 )

Borrowings under line-of-credit agreement
​
 
—
​
 
38,000

Repayments of long-term debt
​
 
( 146,000 )
​
 
( 27,000 )

Taxes paid on RSUs and net share settlements
​
​
( 10,643 )
​
​
( 6,288 )

Net cash provided by (used in) financing activities
​
 
( 135,906 )
​
 
( 163,453 )

​
​
​
​
​
​
​

Effect of exchange rate changes on cash and cash equivalents
​
 
( 1,985 )
​
 
( 1,434 )

Net change in cash and cash equivalents
​
 
47,633
​
 
( 11,121 )

Cash and cash equivalents at beginning of period
​
 
162,186
​
 
151,791

Cash and cash equivalents at end of period
​
$
209,819
​
$
140,670

​
​
​
​
​
​
​

Supplemental disclosure of cash flow information:
​
​
​
​
​
​

Cash paid for income taxes
​
$
42,355
​
$
55,899

Cash paid for interest
​
$
11,794
​
$
14,232

​
See Notes to Condensed Consolidated Financial Statements.
​

3

Table of Contents

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Bio-Techne Corporation and Subsidiaries
(in thousands)
(unaudited)
​
​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​
​
​
​
​
​
​
​
​
​
​
​
​
Accumulated
​
​
​

​
​
​
​
​
​
​
Additional
​
​
​
​
Other
​
​
​

​
​
Common Stock
​
Paid-in
​
Retained
​
Comprehensive
​
​

Nine months ended March 31, 2026
​
Shares
​
Amount
​
Capital
​
Earnings
​
Loss
​
Total

Balances at June 30, 2025
 
154,972
​
$
1,550
​
$
911,089
​
$
1,066,049
​
$
( 59,880 )
​
$
1,918,808

Net earnings
 
​
​
​
​
​
 
​
​
 
38,185
​
 
​
​
 
38,185

Other comprehensive income
 
​
​
​
​
​
 
​
​
 
​
​
 
( 4,515 )
​
 
( 4,515 )

Share repurchases
 
( 1 )
​
​
0
​
 
​
​
 
( 24 )
​
 
​
​
 
( 24 )

Common stock issued for exercise of options
 
625
​
​
6
​
​
21,477
​
​
( 5,895 )
​
 
​
​
 
15,588

Common stock issued for restricted stock awards
 
110
​
​
1
​
​
( 1 )
​
​
( 3,337 )
​
 
​
​
 
( 3,337 )

Cash dividends ($ 0.08 per share)
 
​
​
​
​
​
​
​
​
​
( 12,444 )
​
 
​
​
 
( 12,444 )

Stock-based compensation expense
 
​
​
​
​
​
​
11,543
​
​
​
​
 
​
​
 
11,543

Common stock issued to employee stock purchase plan
 
43
​
​
0
​
​
2,012
​
​
​
​
 
​
​
 
2,012

Employee stock purchase plan expense
​
​
​
​
​
​
​
( 2 )
​
​
​
​
​
​
​
​
( 2 )

Balances at September 30, 2025
 
155,749
​
$
1,557
​
$
946,118
​
$
1,082,534
​
$
( 64,395 )
​
$
1,965,814

Net earnings
​
​
​
​
​
​
​
​
​
​
38,009
​
​
​
​
​
38,009

Other comprehensive income
​
​
​
​
​
​
​
​
​
​
​
​
​
2,051
​
​
2,051

Common stock issued for exercise of options
​
100
​
​
1
​
​
4,738
​
​
—
​
​
​
​
​
4,739

Common stock issued for restricted stock awards
​
32
​
​
1
​
​
( 1 )
​
​
( 1,254 )
​
​
​
​
​
( 1,254 )

Cash dividends ($ 0.08 per share)
​
​
​
​
​
​
​
​
​
​
( 12,470 )
​
​
​
​
​
( 12,470 )

Stock-based compensation expense
​
​
​
​
​
​
​
13,727
​
​
​
​
​
​
​
​
13,727

Employee stock purchase plan expense
​
​
​
​
​
​
​
373
​
​
​
​
​
​
​
​
373

Balances at December 31, 2025
​
155,881
​
$
1,559
​
$
964,955
​
$
1,106,819
​
$
( 62,344 )
​
$
2,010,989

Net earnings
​
​
​
​
​
​
​
​
​
​
51,047
​
​
​
​
​
51,047

Other comprehensive income
​
​
​
​
​
​
​
​
​
​
​
​
​
( 4,512 )
​
​
( 4,512 )

Common stock issued for exercise of options
​
589
​
​
6
​
​
28,056
​
​
—
​
​
​
​
​
28,062

Common stock issued for restricted stock awards
​
4
​
​
0
​
​
0
​
​
( 156 )
​
​
​
​
​
( 156 )

Cash dividends ($ 0.08 per share)
​
​
​
​
​
​
​
​
​
​
( 12,518 )
​
​
​
​
​
( 12,518 )

Stock-based compensation expense
​
​
​
​
​
​
​
10,305
​
​
​
​
​
​
​
​
10,305

Common stock issued to employee stock purchase plan
 
42
​
​
0
​
​
1,897
​
​
​
​
 
​
​
 
1,897

Employee stock purchase plan expense
​
​
​
​
​
​
​
190
​
​
​
​
​
​
​
​
190

Balances at March 31, 2026
​
156,516
​
$
1,565
​
$
1,005,403
​
$
1,145,192
​
$
( 66,856 )
​
$
2,085,304

​
See Notes to Condensed Consolidated Financial Statements.

4

Table of Contents

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Continued)
Bio-Techne Corporation and Subsidiaries
(in thousands)
(unaudited)
​
​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​
​
​
​
​
​
​
​
​
​
​
​
​
Accumulated
​
​
​

​
​
​
​
​
​
​
Additional
​
​
​
​
Other
​
​
​

​
​
Common Stock
​
Paid-in
​
Retained
​
Comprehensive
​
​

Nine months ended March 31, 2025
​
Shares
​
Amount
​
Capital
​
Earnings
​
Loss
​
Total

Balances at June 30, 2024
 
158,216
​
$
1,582
​
$
820,337
​
$
1,325,247
​
$
( 78,316 )
​
$
2,068,850

Net earnings
 
​
​
​
​
​
 
​
​
 
33,600
​
 
​
​
 
33,600

Other comprehensive income
 
​
​
​
​
​
 
​
​
 
​
​
 
18,229
​
 
18,229

Common stock issued for exercise of options
 
577
​
 
6
​
 
23,224
​
 
( 2,338 )
​
 
​
​
 
20,892

Common stock issued for restricted stock awards
 
50
​
​
1
​
 
1
​
 
( 2,646 )
​
 
​
​
 
( 2,644 )

Cash dividends ($ 0.08 per share)
 
​
​
​
​
​
 
​
​
 
( 12,688 )
​
 
​
​
 
( 12,688 )

Stock-based compensation expense
 
​
​
 
​
​
 
10,146
​
 
​
​
 
​
​
 
10,146

Common stock issued to employee stock purchase plan
 
35
​
​
0
​
 
2,227
​
 
​
​
 
​
​
 
2,227

Employee stock purchase plan expense
​
​
​
​
​
​
​
38
​
​
​
​
​
​
​
​
38

Balances at September 30, 2024
 
158,878
​
$
1,589
​
$
855,973
​
$
1,341,175
​
$
( 60,087 )
​
$
2,138,650

Net earnings
 
​
​
​
​
​
 
​
​
 
34,890
​
 
​
​
 
34,890

Other comprehensive income
 
​
​
​
​
​
 
​
​
 
​
​
 
( 25,563 )
​
 
( 25,563 )

Share repurchases
 
( 1,118 )
​
​
( 11 )
​
 
​
​
 
( 75,617 )
​
 
​
​
 
( 75,628 )

Common stock issued for exercise of options
 
132
​
 
1
​
 
5,183
​
 
( 20 )
​
 
​
​
 
5,164

Common stock issued for restricted stock awards
 
24
​
​
0
​
 
0
​
 
( 993 )
​
 
​
​
 
( 993 )

Cash dividends ($ 0.08 per share)
 
​
​
​
​
​
 
​
​
 
( 12,736 )
​
 
​
​
 
( 12,736 )

Stock-based compensation expense
 
​
​
 
​
​
 
14,335
​
 
​
​
 
​
​
 
14,335

Employee stock purchase plan expense
​
​
​
​
​
​
​
373
​
​
​
​
​
​
​
​
373

Balances at December 31, 2024
 
157,916
​
$
1,579
​
$
875,864
​
$
1,286,699
​
$
( 85,650 )
​
$
2,078,492

Net earnings
​
​
​
​
​
​
​
​
​
​
22,588
​
​
​
​
​
22,588

Other comprehensive income
​
​
​
​
​
​
​
​
​
​
​
​
​
3,598
​
​
3,598

Share repurchases
​
( 1,489 )
​
​
( 15 )
​
​
​
​
​
( 100,031 )
​
​
​
​
​
( 100,046 )

Common stock issued for exercise of options
​
282
​
​
3
​
​
12,628
​
​
​
​
​
​
​
​
12,631

Common stock issued for restricted stock awards
​
9
​
​
1
​
​
1
​
​
( 291 )
​
​
​
​
​
( 289 )

Cash dividends ($ 0.08 per share)
​
​
​
​
​
​
​
​
​
​
( 12,580 )
​
​
​
​
​
( 12,580 )

Stock-based compensation expense
​
​
​
​
​
​
​
11,355
​
​
​
​
​
​
​
​
11,355

Common stock issued to employee stock purchase plan
​
43
​
​
0
​
​
2,241
​
​
​
​
​
​
​
​
2,241

Employee stock purchase plan expense
​
​
​
​
​
​
​
35
​
​
​
​
​
​
​
​
35

Balances at March 31, 2025
 
156,761
​
$
1,568
​
$
902,124
​
$
1,196,385
​
$
( 82,052 )
​
$
2,018,025

​
​
See Notes to Condensed Consolidated Financial Statements.
​

5

Table of Contents

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Bio-Techne Corporation and Subsidiaries
(unaudited)
Note 1. Basis of Presentation and Summary of Significant Accounting Policies :
The interim Condensed Consolidated Financial Statements of Bio-Techne Corporation and subsidiaries (the Company) presented here have been prepared by the Company and are unaudited. They have been prepared in accordance with accounting principles generally accepted in the U.S. (GAAP) and with instructions to Form 10-Q and Article 10 of Regulation S-X. They reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. All such adjustments are of a normal recurring nature.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These interim unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Company's Consolidated Financial Statements and Notes thereto for the fiscal year ended June 30, 2025, included in the Company's Annual Report on Form 10-K for fiscal 2025. A summary of significant accounting policies followed by the Company is detailed in the Company's Annual Report on Form 10-K for fiscal 2025. The Company follows these policies in preparation of the interim unaudited Condensed Consolidated Financial Statements.
Investments : In September 2025, the Company received MDxHealth SA (MDxHealth) stock as part of our divestiture of Exosome Diagnostics. The fair value of the stock is included within Other current assets on the Condensed Consolidated Balance Sheets. Refer to Note 4 for the fair market valuation for the periods presented.
In July 2024, the Company paid $ 15 million to enter into an investment in Spear Bio. This investment is accounted for under the cost-method as we own less than 20% of the outstanding stock and we concluded that we do not have significant influence. Under the cost-method, the fair value is not estimated if there are no identified events or changes in circumstances. No such events or changes in circumstances were identified in the period ended March 31, 2026. The Company’s total investment of $ 15 million is included within Other assets on the Condensed Consolidated Balance Sheets.
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. Wilson Wolf is a leading manufacturer of cell culture devices, including the G-Rex product line. The first part of the forward contract is triggered upon Wilson Wolf achieving approximately $ 92 million in annual revenue or $ 55 million in EBITDA at any point prior to December 31, 2027. During the quarter ended March 31, 2023, the Company determined that Wilson Wolf had met the EBITDA target. On March 31, 2023, the Company paid an additional $ 232 million to acquire 19.9 % of Wilson Wolf.
Since the first part of the forward contract has been triggered, the second part of the forward contract will automatically trigger, which requires the Company to acquire the remaining equity interest in Wilson Wolf on December 31, 2027 based on a revenue multiple of approximately 4.4 times trailing twelve month revenue. The second part of the contract would be accelerated in advance of December 31, 2027, if Wilson Wolf meets its second milestone of approximately $ 226 million in annual revenue or $ 136 million in annual EBITDA. If the second milestone is achieved, the forward contract requires the Company to pay approximately $ 1 billion plus potential consideration for revenue in excess of the revenue milestone.
Legal Matters : The Company and its affiliates are involved in a number of legal actions from time to time involving product liability, employment, intellectual property and commercial disputes, shareholder related matters, environmental proceedings, tax disputes, and governmental proceedings and investigations. With respect to governmental proceedings and investigations, like other companies in our industry, the Company is subject to extensive regulation by national, state, and local governmental agencies in the United States and in other jurisdictions in which the Company and its affiliates operate. The Company’s standard practice is to cooperate with regulators and investigators in responding to inquiries. The outcomes of legal actions are not within the Company’s complete control and may not be known for prolonged periods of time. 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. There have been no material changes since the filing of the Company's Annual Report on Form 10-K for fiscal 2025.

6

Table of Contents

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 the period ended September 30, 2024. 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.
Litigation charges were immaterial during the quarter and nine months ended March 31, 2026, and $ 38.9 million and $ 40.6 million during the quarter and nine months ended March 31, 2025. The ultimate cost to the Company with respect to accrued litigation could be materially different than the amount of the current estimates and accruals and could have a material adverse impact on the Company’s consolidated earnings, financial position, and/or cash flows. The Company includes accrued litigation in Other current liabilities and Other liabilities on the Condensed Consolidated Balance Sheets. While it is not possible to predict the outcome for most of the legal matters discussed above, the Company believes it is possible that the costs associated with these matters could have a material adverse impact on the Company’s consolidated earnings, financial position, and/or cash flows.
Recently Adopted Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures (Topic 280) , which requires incremental disclosures on reportable segments, primarily through enhanced disclosures on significant segment expenses. The Company adopted this guidance beginning with our annual report for fiscal 2025 and interim periods thereafter on a retrospective basis.
Relevant New Standards Issued Not Yet Adopted
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 with our annual report for fiscal 2026. This standard will increase our income tax disclosures and will be adopted using the prospective method.
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 2028. This accounting standard will increase disclosures in the Company’s annual reporting but will have no impact on reported income statement expenses.
In August 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326) , which requires incremental disclosures on estimating expected credit losses. The Company will adopt this guidance beginning with our annual report for fiscal 2027. We are currently evaluating the potential effect that the updated standard will have on our financial statement disclosures.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) , which requires incremental disclosures on recording intangibles for internal-use software. The Company will adopt this guidance beginning with our annual report for fiscal 2029. We are currently evaluating the potential effect that the updated standard will have on our financial statement disclosures.
Other than the items noted above, there have been no new accounting pronouncements not yet effective or adopted in the current year that we believe have a significant impact, or potential significant impact, on our unaudited Condensed Consolidated Financial Statements.
​
Note 2. Revenue Recognition :
Consumables revenues consist of specialized proteins, immunoassays, antibodies, reagents, blood chemistry and blood gas quality controls, and hematology instrument controls that are typically single-use products recognized at a point in time following the transfer of control of such products to the customer, which generally occurs upon shipment. Instruments revenues typically consist of longer-lived assets that, for the substantial majority of sales, are recognized at a point in time in a manner similar to consumables. Service revenues consist of extended warranty contracts, post contract support, and custom development projects that are recognized over time as either the customers receive and consume the benefits of such services simultaneously or the underlying asset being developed

7

Table of Contents

has no alternative use for the Company at contract inception and the Company has an enforceable right to payment for the portion of the performance completed. Service revenues also include laboratory services recognized at point in time.
We recognize royalty revenues in the period the sales occur using third party evidence. The Company elected the "right to invoice" practical expedient based on the Company's right to invoice a customer at an amount that approximates the value to the customer and the performance completed to date.
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 March 31, 2026 and June 30, 2025.
Contracts with customers that contain instruments may include multiple performance obligations. For these contracts, the Company allocates the contract’s transaction price to each performance obligation on a relative standalone selling price basis. Allocation of the transaction price is determined at the contracts’ inception.
Payment terms for shipments to end-users are generally net 30 days. Payment terms for distributor shipments may range from 30 to 90 days. Service arrangements commonly call for payments in advance of performing the work (e.g. extended warranty and service contracts), upon completion of the service (e.g. custom development manufacturing) or a mix of both.
Contract assets include revenues recognized in advance of billings. Contract assets are included within Other current assets in the accompanying Condensed 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 March 31, 2026 and June 30, 2025, 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 March 31, 2026 and June 30, 2025 were approximately $ 40.7  million and $ 35.3  million, respectively. Contract liabilities as of June 30, 2025 subsequently recognized as revenue during the quarter and  nine  months ended March 31, 2026 were approximately $ 4.7  million and $ 27.3 million, respectively. Contract liabilities as of June 30, 2024 subsequently recognized as revenue during the quarter and nine months ended March 31, 2025 were approximately $ 4.0 million and $ 23.8 million, respectively. Contract liabilities in excess of one year are included in Other long-term liabilities on the Condensed Consolidated Balance Sheets.
Any claims for credit or return of goods must be made within 10 days of receipt. Revenues are reduced to reflect estimated credits and returns. Although the amounts recorded for these revenue deductions are dependent on estimates and assumptions, historically our adjustments to actual results have not been material.
Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenue. 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.

8

Table of Contents

The following tables present our disaggregated revenue for the periods presented.
Revenue by type is as follows (in thousands):
​

​

​

​

​

​

​

​

​

​

​

​

​

​
  ​ ​ ​
Quarter Ended
​
Nine Months Ended

​
​
March 31, 
​
March 31, 

​
  ​ ​ ​
2026
  ​ ​ ​
2025
​
2026
  ​ ​ ​
2025

Consumables
​
$
257,338
​
$
257,785
​
$
724,382
​
$
719,345

Instruments
​
 
27,664
​
 
26,111
​
 
79,095
​
 
83,185

Services
​
 
21,446
​
 
27,246
​
 
71,244
​
 
81,953

Total product and services revenue, net
​
$
306,448
​
$
311,142
​
$
874,721
​
$
884,483

Royalty revenues
​
 
4,967
​
 
5,039
​
 
19,126
​
 
18,188

Total revenues, net
​
$
311,415
​
$
316,181
​
$
893,847
​
$
902,671

​
Revenue by geography is as follows (in thousands):
​

​

​

​

​

​

​

​

​

​

​

​

​

​
  ​ ​ ​
Quarter Ended
​
Nine Months Ended

​
​
March 31, 
​
March 31, 

​
  ​ ​ ​
2026
  ​ ​ ​
2025
​
2026
  ​ ​ ​
2025

United States
​
$
167,479
​
$
181,921
​
$
469,276
​
$
506,842

EMEA, excluding United Kingdom
​
 
73,446
​
 
66,501
​
 
213,928
​
 
195,956

United Kingdom
​
 
14,891
​
 
12,852
​
 
41,824
​
 
40,039

APAC, excluding Greater China
​
 
21,820
​
 
21,245
​
 
63,709
​
 
58,377

Greater China
​
 
26,012
​
 
24,483
​
 
77,149
​
 
73,557

Rest of World
​
 
7,767
​
 
9,179
​
 
27,961
​
 
27,900

Net sales
​
$
311,415
​
$
316,181
​
$
893,847
​
$
902,671

​
Note 3. Selected Balance Sheet Data :
Inventories:
Inventories consist of (in thousands):
​

​

​

​

​

​

​

​
  ​ ​ ​
March 31, 
​
June 30, 

​
  ​ ​ ​
2026
  ​ ​ ​
2025

Raw materials
​
$
94,898
​
$
89,080

Finished goods (1)
​
 
111,890
​
 
106,188

Inventories
​
$
206,788
​
$
195,268

(1) Finished goods inventory of $ 5,613  and $ 5,822  is included within Other long-term assets in the respective March 31, 2026 and June 30, 2025. The inventory is included in long-term assets as it is forecasted to be sold after the 12 months subsequent to the Condensed Consolidated Balance Sheets dates.

9

Table of Contents

Property and Equipment:
Property and equipment consist of (in thousands):
​

​

​

​

​

​

​

​
  ​ ​ ​
March 31, 
​
June 30, 

​
  ​ ​ ​
2026
  ​ ​ ​
2025

Land
​
$
8,132
​
$
8,151

Buildings and improvements
​
 
258,172
​
 
254,355

Machinery and equipment
​
​
247,666
​
​
245,924

Construction in progress
​
 
19,837
​
 
23,420

Property and equipment, cost
​
 
533,807
​
 
531,850

Accumulated depreciation and amortization
​
 
( 300,817 )
​
 
( 286,131 )

Property and equipment, net
​
$
232,990
​
$
245,719

​
Intangible Assets:
Intangible assets consist of (in thousands):
​

​

​

​

​

​

​

​
​
March 31, 
​
June 30, 

​
​
2026
​
2025

Developed technology
 
$
578,976
​
$
620,062

Tradenames
 
 
94,340
​
 
152,648

Customer relationships
 
 
210,119
​
 
212,800

Patents
 
 
5,304
​
 
4,967

Other intangibles
 
 
7,144
​
 
7,174

Definite-lived intangible assets
​
 
895,883
​
 
997,651

Accumulated amortization
​
 
( 576,809 )
​
 
( 632,052 )

Total intangible assets, net
​
$
319,074
​
$
365,599

​
Changes to the carrying amount of net intangible assets for the period ended March 31, 2026 consist of (in thousands):
​

​

​

​

​
  ​ ​ ​
March 31, 

​
​
2026

Beginning balance
​
$
365,599

Other additions
​
 
338

Amortization expense
​
​
( 46,561 )

Currency translation
​
​
( 302 )

Ending balance
​
$
319,074

​
Amortization expense related to intangible assets was as follows (in thousands):
​

​

​

​

​

​

​

​

​

​

​

​

​

​
​
Quarter Ended
​
Nine Months Ended

​
​
March 31, 
​
March 31, 

​
​
2026
  ​ ​ ​
2025
​
2026
  ​ ​ ​
2025

Amortization expense
​
$
15,534
​
$
19,158
​
$
46,561
​
$
58,267

​

10

Table of Contents

The estimated future amortization expense for intangible assets as of March 31, 2026 is as follows (in thousands):
​

​

​

​

Remainder 2026
  ​ ​ ​
$
15,219

2027
​
 
58,681

2028
​
 
54,950

2029
​
 
40,870

2030
​
 
26,911

Thereafter
​
 
122,443

Total
​
$
319,074

​
Goodwill:
Changes to the carrying amount of goodwill for the period ended March 31, 2026 consist of (in thousands):
​

​

​

​

​

​

​

​

​

​

​
  ​ ​ ​
​
  ​ ​ ​
Diagnostics and
  ​ ​ ​
​

​
​
Protein Sciences
​
 Spatial Biology
​
Total

June 30, 2025
​
$
426,776
​
$
554,159
​
$
980,935

Currency translation
​
 
( 2,593 )
​
​
( 542 )
​
​
( 3,135 )

March 31, 2026
​
$
424,183
​
$
553,617
​
$
977,800

​
We evaluate the carrying value of goodwill in the fourth quarter of each fiscal year and between annual evaluations if events occur or circumstances change that would indicate a possible impairment. The Company performed a qualitative goodwill impairment assessment for all of its reporting units during the fourth quarter of fiscal 2025. No indicators of impairment were identified as part of our assessment.
Other Assets:
Other assets consist of (in thousands):
​

​

​

​

​

​

​

​
  ​ ​ ​
March 31, 
​
June 30,

​
  ​ ​ ​
2026
​
2025

Equity method investment in Wilson Wolf
​
$
231,028
​
$
235,983

Long-term inventory
​
​
5,613
​
​
5,822

Investment in Spear Bio
​
​
15,000
​
​
15,000

Notes receivable (1)
​
​
8,119
​
​
2,184

Other
​
 
4,611
​
 
24,927

Other assets
​
$
264,371
​
$
283,916

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

Note  4 . Fair Value Measurements :
The Company’s financial instruments include cash and cash equivalents, available-for-sale investments, derivative instruments, accounts receivable, accounts payable, contingent consideration obligations, and long-term debt.
Fair value is defined as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. This standard also establishes a hierarchy for inputs used in measuring fair value. This standard maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability based on market data obtained from independent sources. Unobservable inputs are inputs that reflect our assumptions about the factors market participants would use in valuing the asset or liability based upon the best information available in the circumstances.
The categorization of financial assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy is broken down into three levels. Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted

11

Table of Contents

prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable for the asset or liability and their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. Level 3 may also include certain investment securities for which there is limited market activity or a decrease in the observability of market pricing for the investments, such that the determination of fair value requires significant judgment or estimation.
The following tables provide information by level for financial assets and liabilities that are measured at fair value on a recurring basis (in thousands).
​

​

​

​

​

​

​

​

​

​

​

​

​

​

​
​
  ​ ​ ​
Total 
  ​ ​ ​
​
​
​
​
​
​
​
​

​
​
​
carrying 
​
​
​
​
​
​
​
​
​

​
​
​
value as of
​
Fair Value Measurements Using 

​
Balance Sheet Location
​
March 31, 
​
Inputs Considered as

​
​
​
2026
​
Level 1
​
Level 2
​
Level 3

Assets
​
 
​
  ​
 
​
  ​
 
​
  ​
 
​
  ​

Exchange traded securities (1)
Other current assets
​
$
4,295
​
$
4,295
​
$
—
​
$
—

Notes receivable (2)
Other current assets
​
​
3,354
​
​
—
​
​
—
​
​
3,354

Notes receivable (2)
Other assets
​
 
8,119
​
 
—
​
 
—
​
 
8,119

Total assets
​
​
$
15,768
​
$
4,295
​
$
—
​
$
11,473

​
​
​
​
​
​
​
​
​
​
​
​
​
​

Liabilities
​
​
 
  ​
​
 
  ​
​
 
  ​
​
 
  ​

Derivatives designated as hedging instruments - net investment hedge
Other long-term liabilities
​
$
14,661
​
$
—
​
$
14,661
​
$
—

Total liabilities
​
​
$
14,661
​
$
—
​
$
14,661
​
$
—

(1) Exchange traded securities received from the buyer in the sale of Exosome Diagnostics.
(2) Notes receivable relate to the divestiture of our businesses held-for-sale.
​

​

​

​

​

​

​

​

​

​

​

​

​

​

​
​
  ​ ​ ​
Total
  ​ ​ ​
​
​
​
​
​
​
​
​

​
​
​
 carrying 
​
​
​
​
​
​
​
​
​

​
​
​
value as of
​
Fair Value Measurements Using 

​
Balance Sheet Location
​
June 30,
​
Inputs Considered as

​
​
  ​ ​ ​
2025
  ​ ​ ​
Level 1
  ​ ​ ​
Level 2
  ​ ​ ​
Level 3

Assets
​
 
​
  ​
 
​
  ​
 
​
  ​
 
​
  ​

Derivatives designated as hedging instruments - cash flow hedges
Other current assets
​
$
2,843
​
$
—
​
$
2,843
​
$
—

Note receivable (1)
Other current assets
​
​
3,078
​
​
—
​
​
—
​
​
3,078

Note receivable (1)
Other assets
​
​
2,184
​
​
—
​
​
—
​
​
2,184

Total assets
​
​
$
8,105
​
$
—
​
$
2,843
​
$
5,262

​
​
​
​
​
​
​
​
​
​
​
​
​
​

Liabilities
​
​
 
  ​
​
 
  ​
​
 
  ​
​
 
  ​

Derivatives designated as hedging instruments - net investment hedge
Other long-term liabilities
​
$
18,034
​
$
—
​
$
18,034
​
$
—

Total liabilities
​
​
$
18,034
​
$
—
​
$
18,034
​
$
—

(1) Notes receivable relates to the divestiture of our business held-for-sale.
​

12

Table of Contents

Fair value measurements of derivative instruments
The Company utilized forward starting swaps designated as a cash flow hedge on forecasted debt for a portion of periods presented. The forward starting swaps reduced 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 exchanged, 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.
The following table presents the contractual amounts of the Company's outstanding instruments (in millions):
​

​

​

​

​

​

​

​

​

​
​
​
  ​ ​ ​
March 31, 
​
June 30,

Instruments
​
Designation
  ​ ​ ​
2026
​
2025

Forward starting swaps (1)
​
Cash flow hedge
​
$
—
​
$
200

Cross-currency swap (2)
​
Net investment hedge
​
​
130
​
​
140

(1) In May 2021, the Company entered into a forward starting swap designated as a cash flow hedge on forecasted debt based on $ 200 million of notional principal. The effective date of the swap was November 2022 and matured in November 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. The objective of the hedge is to protect the net investment in the Company's CHF-denominated operations against changes in the spot exchange rates, on a pre-tax basis. The hedging instrument has three 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 within our Condensed Consolidated Financial Statements for the quarter and nine months ended March 31, 2026 and 2025 were as follows (in thousands):
​

​

​

​

​

​

​

​

​

​

​

​

​

​

​
​
​
(Gain) Loss Recognized in Accumulated Other Comprehensive Loss

​
  ​ ​ ​
​
Quarter Ended
​
Nine Months Ended

​
​
​
March 31, 
​
March 31, 

​
  ​ ​ ​
​
2026
  ​ ​ ​
2025
​
2026
​
2025

Cash flow hedges
​
​
​
​
​
​
​
​
​
​
​
​
​

Forward starting swaps
​
​
$
282
 
$
2,438
​
$
4,701
​
$
9,137

Net investment hedges
​
​
​
​
​
​
​
​
​
​
​
​
​

Cross-currency swap
​
​
​
( 717 )
 
​
5,344
​
​
( 1,099 )
​
​
2,818

Total
​
​
$
( 435 )
​
$
7,782
​
$
3,602
​
$
11,955

​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

​
​
​
(Gain) Loss Reclassified into Income
​
​
​
​
​
​

​
  ​ ​ ​
​
Quarter Ended
​
Nine Months Ended
​
​
​
​
​
​

​
​
​
March 31, 
​
March 31, 
​
Income Statement

​
  ​ ​ ​
​
2026
  ​ ​ ​
2025
​
2026
​
2025
​
Classification

Cash flow hedges
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

Forward starting swaps
​
​
$
( 160 )
 
$
( 1,790 )
​
$
( 2,838 )
​
$
( 6,544 )
​
Interest expense

Net investment hedges
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

Cross-currency swap
​
​
​
( 660 )
 
​
( 660 )
​
​
( 1,933 )
​
​
( 2,102 )
​
Interest expense

Total
​
​
$
( 820 )
​
$
( 2,450 )
​
$
( 4,771 )
​
$
( 8,646 )
​
​
​
​
​
​

​

13

Table of Contents

Gains or losses related to the net investment hedges are classified as foreign currency translation adjustments in the schedule of changes in Accumulated Other Comprehensive Income (AOCI) in Note 7, as these items are attributable to the Company’s hedges of its net investment in foreign operations. Gains or losses related to the cash flow hedges are classified as Unrealized gains (losses) on cash flow hedges in the schedule of changes in AOCI in Note 7.
Fair value measurements of other financial instruments – The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it is practicable to estimate fair value.
Cash and cash equivalents, certificates of deposit, accounts receivable, and accounts payable – The carrying amounts reported in the Condensed Consolidated Balance Sheets approximate fair value because of the short-term nature of these items.
Long-term debt – The carrying amounts reported in the Condensed Consolidated Balance Sheets for the amount drawn on our line-of-credit facility and long-term debt approximates fair value because our interest rate is variable and reflects current market rates.
​
Note 5. Debt and Other Financing Arrangements:
On August 31, 2022, the Company entered into a revolving line-of-credit and term loan by a Credit Agreement (the Credit Agreement). The Credit Agreement provides for a revolving credit facility of $ 1 billion, which can be increased by an additional $ 400 million subject to certain conditions. Borrowings under the Credit Agreement may be used for working capital and expenditures of the Company and its subsidiaries, including financing permitted acquisitions. Borrowings under the Credit Agreement bear interest at a variable rate. The current outstanding debt is based on the one-month Secured Overnight Financing Rate (SOFR) plus an applicable margin. The applicable margin is determined from the total leverage ratio of the Company and updated on a quarterly basis. The annualized fee for any unused portion of the credit facility is currently 10  basis points.
The Credit Agreement matures on August 31, 2027 and contains customary restrictive and financial covenants and customary events of default. As of March 31, 2026 and June 30, 2025, the outstanding balance under the Credit Agreement was $ 200.0 million and $ 346.0 million, respectively.
​
Note 6. Leases:
As a lessee, the Company leases offices, labs, and manufacturing facilities, as well as vehicles, copiers, and other equipment. The Company determines whether a contract is a lease or contains a lease at inception date. Upon commencement date, operating lease right-of-use assets and liabilities are recognized based on the present value of lease payments over the lease term. The discount rate used to calculate present value is the Company’s incremental borrowing rate or, if available, the rate implicit in the lease. The Company determines the incremental borrowing rate for each lease based primarily on its lease term and the economic environment of the applicable country or region. The Company recognizes operating lease expense on a straight-line basis over the lease term. Further, as part of our adoption of ASC 842, the Company also made the accounting policy elections to not capitalize short term leases (defined as a lease with a lease term that is less than 12 months) and to combine lease and non-lease components for all asset classes in determining the lease payments.

14

Table of Contents

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​
​
Quarter Ended
Nine Months Ended
​

​
​
March 31, 
March 31, 
​

​
​
​
​
2026
​
​
2025
​
​
2026
​
​
2025
​

Condensed Consolidated Statements of Earnings
​
​
​
​
​
​
​
​
​
​
​
​
​
​

Fixed operating lease expense
​
​
$
4,826
​
$
4,307
​
$
13,636
​
$
13,030
​

Variable operating lease expense
​
​
​
1,154
​
​
1,413
​
​
3,651
​
​
3,994
​

Total operating lease expense
​
​
$
5,980
​
$
5,720
​
$
17,287
​
$
17,024
​

​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

Condensed Consolidated Statements of Cash Flows
​
​
​
​
​
​
​
​
​
​
​
​
​
​

Cash paid for amounts included in the measurement of operating lease liabilities
​
​
$
4,935
​
$
4,271
​
$
13,870
​
$
12,339
​

ROU assets obtained in exchange for operating lease obligations
​
​
​
2,627
​
​
1,166
​
​
3,275
​
​
2,487
​

​
​
​
​
​
​
​
​
​
​
​
​
​
​
​

​
​
As of
​

Condensed Consolidated Balance Sheets
​
​
March 31, 
​
June 30,
​

Lease Assets and Liabilities
Balance Sheet Classification
​
2026
​
2025
​

Operating lease ROU assets
Right-of-use assets
​
$
68,316
​
$
73,399
​

​
​
​
​
​
​
​
​
​

Operating lease liabilities - current
Operating lease liabilities - current
​
$
14,181
​
$
14,098
​

Operating lease liabilities - long-term
Operating lease liabilities
​
​
76,141
​
​
83,960
​

Total operating lease liabilities
​
​
$
90,322
​
$
98,058
​

​
​
​
​
​
​
​
​
​

Weighted average remaining lease term:
​
​
​
7.0 years
​
​
7.6 years
​

Weighted average discount rate:
​
​
​
4.3
%
​
4.3
%

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

​

​

​

​
  ​ ​ ​
​
​

​
​
March 31, 

​
​
2026

Remaining 2026
​
$
4,108

2027
​
 
17,618

2028
​
 
17,093

2029
​
 
16,484

2030
​
 
13,377

Thereafter
​
 
36,432

Total
​
$
105,112

Less: Amounts representing interest
​
 
14,790

Total lease obligations
​
$
90,322

​
Certain leases include one or more options to renew, with terms that extend the lease term up to five years . Bio-Techne includes the option to renew the lease as part of the right-of-use lease asset and liability when it is reasonably certain the Company will exercise the option. In addition, certain leases contain fair value purchase and termination options with an associated penalty. In general, Bio-Techne is not reasonably certain to exercise such options.

15

Table of Contents

Note 7.   Supplemental Equity and Accumulated Other Comprehensive Income (Loss):
Accumulated Other Comprehensive Income
The components of Other comprehensive income (loss) consist of changes in foreign currency translation adjustments and changes in net unrealized gains (losses) on derivative instruments designated as cash flow hedges. The accumulated balances related to each component of Other comprehensive income (loss) are summarized as follows:
​
​

​

​

​

​

​

​

​

​

​

Quarter ended March 31, 2026 (in thousands):
​
Unrealized
​
​
​
​
​
​

​
​
Gains
​
Foreign 
​
​
​

​
​
(Losses) on
​
Currency
​
​
​

​
​
Derivative
​
Translation 
​
​
​

​
  ​ ​ ​
Instruments
  ​ ​ ​
Adjustments
  ​ ​ ​
Total

Balance as of December 31, 2025, net of tax
​
$
160
​
$
( 62,504 )
​
$
( 62,344 )

Other comprehensive income (loss), before tax:
​
​
​
​
​
​
​
​
​

Amounts before reclassifications
​
​
( 282 )
​
​
( 4,859 )
​
​
( 5,141 )

Amounts reclassified out
​
​
160
​
​
660
​
​
820

Total other comprehensive income (loss), before tax
​
​
( 122 )
​
​
( 4,199 )
​
​
( 4,321 )

Tax (expense)/benefit
​
​
( 38 )
​
​
( 153 )
​
​
( 191 )

Total other comprehensive income (loss), net of tax
​
 
( 160 )
​
​
( 4,352 )
​
​
( 4,512 )

Balance as of March 31, 2026, net of tax
​
$
—
​
$
( 66,856 )
​
$
( 66,856 )

​
​

​

​

​

​

​

​

​

​

​

Quarter ended March 31, 2025 (in thousands):
​
Unrealized
​
​
​
​
​
​

​
​
Gains
​
Foreign 
​
​
​

​
​
(Losses) on
​
Currency
​
​
​

​
​
Derivative
​
Translation 
​
​
​

​
  ​ ​ ​
Instruments
  ​ ​ ​
Adjustments
  ​ ​ ​
Total

Balance as of December 31, 2024 net of tax:
​
$
5,030
​
$
( 90,680 )
​
$
( 85,650 )

Other comprehensive income (loss), before tax:
​
​
​
​
​
​
​
​
​

Amounts before reclassifications
​
​
( 3,079 )
​
​
4,807
​
​
1,728

Amounts reclassified out
​
​
1,790
​
​
660
​
​
2,450

Total other comprehensive income (loss), before tax
​
​
( 1,289 )
​
​
5,467
​
​
4,178

Tax (expense)/benefit
​
​
( 424 )
​
​
( 156 )
​
​
( 580 )

Total other comprehensive income (loss), net of tax
​
 
( 1,713 )
​
​
5,311
​
​
3,598

Balance as of March 31, 2025, net of tax
​
$
3,317
​
$
( 85,369 )
​
$
( 82,052 )

​
​

16

Table of Contents

​

​

​

​

​

​

​

​

​

​

Nine months ended March 31, 2026 (in thousands):
​
Unrealized
​
​
​
​
​
​

​
​
Gains
​
Foreign 
​
​
​

​
​
(Losses) on
​
Currency
​
​
​

​
​
Derivative
​
Translation 
​
​
​

​
  ​ ​ ​
Instruments
  ​ ​ ​
Adjustments
  ​ ​ ​
Total

Balance as of June 30, 2025, net of tax:
​
$
2,536
​
$
( 62,416 )
​
$
( 59,880 )

Other comprehensive income (loss), before tax:
​
​
​
​
​
​
​
​
​

Amounts before reclassifications
​
​
( 4,701 )
​
​
( 5,915 )
​
​
( 10,616 )

Amounts reclassified out
​
​
2,838
​
​
1,933
​
​
4,771

Total other comprehensive income (loss), before tax
​
​
( 1,863 )
​
​
( 3,982 )
​
​
( 5,845 )

Tax (expense)/benefit
​
​
( 673 )
​
​
( 458 )
​
​
( 1,131 )

Total other comprehensive income (loss), net of tax
​
 
( 2,536 )
​
​
( 4,440 )
​
​
( 6,976 )

Balance as of March 31, 2026, net of tax
​
$
—
​
$
( 66,856 )
​
$
( 66,856 )

​
​

​

​

​

​

​

​

​

​

​

Nine months ended March 31, 2025 (in thousands):
​
Unrealized
​
​
​
​
​
​

​
​
Gains
​
Foreign 
​
​
​

​
​
(Losses) on
​
Currency
​
​
​

​
​
Derivative
​
Translation 
​
​
​

​
  ​ ​ ​
Instruments
  ​ ​ ​
Adjustments
  ​ ​ ​
Total

Balance as of June 30, 2024, net of tax:
​
$
8,102
​
$
( 86,418 )
​
$
( 78,316 )

Other comprehensive income (loss), before tax:
​
​
​
​
​
​
​
​
​

Amounts before reclassifications
​
​
( 9,778 )
​
​
( 555 )
​
​
( 10,333 )

Amounts reclassified out
​
​
6,544
​
​
2,102
​
​
8,646

Total other comprehensive income (loss), before tax
​
​
( 3,234 )
​
​
1,547
​
​
( 1,687 )

Tax (expense)/benefit
​
​
( 1,551 )
​
​
( 498 )
​
​
( 2,049 )

Total other comprehensive income (loss), net of tax
​
 
( 4,785 )
​
​
1,049
​
​
( 3,736 )

Balance as of March 31, 2025, net of tax
​
$
3,317
​
$
( 85,369 )
​
$
( 82,052 )

​
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.
​

17

Table of Contents

Note 8. Earnings Per Share:
The following table reflects the calculation of basic and diluted earnings per share (in thousands, except per share amounts):
​

​

​

​

​

​

​

​

​

​

​

​

​

​
  ​ ​ ​
Quarter Ended
​
Nine Months Ended

​
​
March 31, 
​
March 31, 

​
  ​ ​ ​
2026
  ​ ​ ​
2025
​
2026
  ​ ​ ​
2025

Earnings per share – basic:
​
​
​
​
​
​
​
​
​
​
​
​

Net earnings
​
$
51,047
 
$
22,588
​
$
127,241
 
$
91,078

Income allocated to participating securities
​
 
( 10 )
​
 
( 3 )
​
 
( 41 )
​
 
( 14 )

Income available to common shareholders
​
$
51,037
​
$
22,585
​
$
127,200
​
$
91,064

Weighted-average shares outstanding – basic
​
 
156,327
​
 
157,372
​
 
155,893
​
 
158,117

Earnings per share – basic
​
$
0.33
​
$
0.14
​
$
0.82
​
$
0.58

​
​
​
​
​
​
​
​
​
​
​
​
​

Earnings per share – diluted:
​
 
  ​
​
 
  ​
​
 
  ​
​
 
  ​

Net earnings
​
$
51,047
​
$
22,588
​
$
127,241
​
$
91,078

Income allocated to participating securities
​
 
( 10 )
​
 
( 3 )
​
 
( 41 )
​
 
( 14 )

Income available to common shareholders
​
$
51,037
​
$
22,585
​
$
127,200
​
$
91,064

Weighted-average shares outstanding – basic
​
 
156,327
​
 
157,372
​
 
155,893
​
 
158,117

Dilutive effect of stock options and restricted stock units
​
 
1,076
​
 
1,572
​
 
1,050
​
 
2,545

Weighted-average common shares outstanding – diluted
​
 
157,403
​
 
158,944
​
 
156,943
​
 
160,662

Earnings per share – diluted
​
$
0.32
​
$
0.14
​
$
0.81
​
$
0.57

​
The dilutive effect of stock options and restricted stock units 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 6.2  million and 5.5  million for the quarter ended March 31, 2026 and 2025, respectively, and  6.3 million and 3.7 million for the nine months ended March 31, 2026 and 2025, respectively.
Note 9. Share-based Compensation :
During the nine months ended March 31, 2026 and 2025, the Company granted  1.0 million and 0.8 million stock options at weighted average grant prices of $ 53.98  and $ 74.63 and weighted average fair values of $ 19.15  and $ 25.44 , respectively. During the nine months ended March 31, 2026 and 2025, the Company granted 0.6 million and 0.5 million restricted stock units at a weighted average fair value of $ 53.70  and $ 74.95 , respectively. During the nine months ended March 31, 2026 and 2025, the Company granted 13,120 and 12,736  shares of restricted common stock shares at a weighted average fair value of $ 60.96  and $ 68.67 , respectively.
Stock options for 2.1 million and 1.1 million shares of common stock with total intrinsic values of $ 32.8 million and $ 35.7 million were exercised during the nine months ended March 31, 2026 and 2025, respectively.
Stock-based compensation expense, inclusive of payroll taxes, of $ 10.4  million and $ 11.2  million was included in Selling, general and administrative expenses for the quarter ended March 31, 2026 and 2025, respectively. Stock-based compensation expenses, inclusive of payroll taxes, of $ 35.4 million and $ 36.0  million was included in Selling, general, and administrative expenses for the nine months ended March 31, 2026 and 2025, respectively. Additionally, the Company recognized $ 0.4  million and $ 0.4 million of stock-based compensation costs, inclusive of payroll taxes, in Cost of goods sold for the quarter ended March 31, 2026 and 2025, respectively. Stock-based compensation expense, inclusive of payroll taxes, of $ 1.3  million and $ 1.0  million was included in Cost of goods sold for the nine months ended March 31, 2026 and 2025. As of March 31, 2026, there was $ 40.8 million of unrecognized compensation cost related to non-vested stock options, non-vested restricted stock units and non-vested restricted stock. The weighted average period over which the compensation cost is expected to be recognized is  2.0  years.

18

Table of Contents

Note 10. Other Income / (Expense) :
The components of Other income (expense) in the accompanying Condensed Consolidated Statements of Earnings and Comprehensive Income are as follows (in thousands):
​

​

​

​

​

​

​

​

​

​

​

​

​

​
​
Quarter Ended
​
​
Nine Months Ended

​
​
March 31, 
​
​
March 31, 

​
  ​ ​ ​
2026
  ​ ​ ​
2025
​
2026
  ​ ​ ​
2025

Interest expense
​
$
( 2,402 )
​
$
( 2,007 )
​
$
( 7,507 )
​
$
( 6,331 )

Interest income
​
​
981
​
​
1,026
​
​
2,850
​
​
3,301

Gain (loss) on equity method investment
​
​
( 739 )
​
​
( 589 )
​
​
( 335 )
​
​
( 169 )

Other non-operating income (expense), net (1)
​
 
( 2,110 )
​
 
1,136
​
​
( 2,622 )
​
 
( 1,594 )

Total other income (expense)
​
$
( 4,270 )
​
$
( 434 )
​
$
( 7,614 )
​
$
( 4,793 )

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

​
​
Note 11. Income Taxes :
The Company’s effective income tax rate for the quarter ended March 31, 2026 and 2025 was 28.3 % and 41.0 %, respectively, of consolidated earnings before income taxes, inclusive of discrete items, and 25.2 % and 24.9 % for the nine months ended March 31, 2026 and 2025, respectively. The change in the Company’s tax rate for the quarter and nine months ended March 31, 2026 compared to the quarter and nine months ended March 31, 2025 was driven by discrete tax items.
The Company recognized total net tax related to discrete tax items of $ 0.3 million during the quarter ended March 31, 2026 and a net tax benefit of $ 3.6 million during the nine months ended March 31, 2026, respectively, compared to total net tax expense of $ 7.5 million and $ 2.3 million during the quarter and nine months ended March 31, 2025, respectively. Share-based compensation excess tax benefit was $ 0.7 million in the quarter and nine months ended March 31, 2026, compared to a benefit of $ 0.4  million and $ 4.7  million in the quarter and nine months ended March 31, 2025, respectively. The sale of Exosome Diagnostics contributed a tax benefit of $ 2.6 million during the nine months ended March 31, 2026. There was no comparable activity in the quarter ended March 31, 2026 and fiscal 2025. During the quarter and nine months ended March 31, 2026, the Company had total other discrete tax of $ 1.0 million and a benefit of $ 0.3 million, respectively. The Company recognized total other immaterial net discrete tax expense of $ 7.9 million and $ 7.0 million in the quarter and nine months ended March 31, 2025, respectively, mostly related to the non-deductible portion of the arbitration award resulting in tax expense of $ 7.8 million.
​

19

Table of Contents

Note 12. Segment Information:
The Company's management evaluates segment operating performance based on operating income before certain charges to cost of sales and selling, general and administrative expenses, principally associated with the impact of partially-owned consolidated subsidiaries as well as acquisition accounting related to inventory, amortization of acquisition-related intangible assets and other acquisition-related expenses. The Protein Sciences and Diagnostics and Spatial Biology segments both include consumables, instruments, services and royalty revenue.
The following is financial information relating to the Company's reportable segments (in thousands):
​

​

​

​

​

​

​

​

​

For the Quarter Ended March 31, 2026

​
​
Protein Sciences
​
​
Diagnostics and Spatial Biology
​
​
Total

Net sales
$
226,154
​
$
85,586
​
$
311,740

Intersegment
​
​
​
​
​
​
​
( 325 )

Consolidated net sales
​
​
​
​
​
​
$
311,415

Segment operating income
​
​
​
​
​
​
​
​

Cost of sales
​
53,794
​
​
38,649
​
​
​

Selling, general and administrative
​
57,909
​
​
27,616
​
​
​

Research and development
​
14,452
​
​
9,002
​
​
​

Segment operating income
$
99,999
​
$
10,319
​
$
110,318

Unallocated amounts
​
​
​
​
​
​
​
​

Amortization of intangibles
​
​
​
​
​
​
​
( 15,382 )

Acquisition related expenses and other
​
​
​
​
​
​
​
( 897 )

Certain litigation charges
​
​
​
​
​
​
​
( 822 )

Stock based compensation, inclusive of employer taxes
​
​
​
​
​
​
​
( 10,968 )

Restructuring and restructuring-related costs
​
​
​
​
​
​
​
( 2,952 )

Corporate general, selling, and administrative expenses
​
​
​
​
​
​
​
( 3,802 )

Consolidated operating income
​
​
​
​
​
​
$
75,495

​

20

Table of Contents

​

​

​

​

​

​

​

​

​

For the Quarter Ended March 31, 2025

​
​
Protein Sciences
​
​
Diagnostics and Spatial Biology
​
​
Total

Net sales
$
227,687
​
$
89,231
​
$
316,918

Other revenue (1)
​
​
​
​
​
​
​
—

Intersegment
​
​
​
​
​
​
​
( 737 )

Consolidated net sales
​
​
​
​
​
​
$
316,181

Segment operating income
​
​
​
​
​
​
​
​

Cost of sales
​
53,193
​
​
37,189
​
​
​

Selling, general and administrative
​
55,804
​
​
33,419
​
​
​

Research and development
​
14,780
​
​
10,200
​
​
​

Segment operating income
$
103,910
​
$
8,423
​
$
112,333

Unallocated amounts
​
​
​
​
​
​
​
​

Amortization of intangibles
​
​
​
​
​
​
​
( 18,836 )

Acquisition related expenses and other
​
​
​
​
​
​
​
( 5,159 )

Certain litigation charges
​
​
​
​
​
​
​
( 38,927 )

Stock based compensation, inclusive of employer taxes
​
​
​
​
​
​
​
( 11,629 )

Restructuring and restructuring-related costs
​
​
​
​
​
​
​
( 716 )

Recovery of assets held-for-sale
​
​
​
​
​
​
​
3,655

Corporate general, selling, and administrative expenses
​
​
​
​
​
​
​
( 2,013 )

Impact of business held-for-sale (1)
​
​
​
​
​
​
​
—

Consolidated operating income
​
​
​
​
​
​
$
38,708

(1)  Includes the quarterly results of a business that has met the held-for-sale criteria since December 31, 2023.
​

​

​

​

​

​

​

​

​

For the Nine Months Ended March 31, 2026

​
​
Protein Sciences
​
​
Diagnostics and Spatial Biology
​
​
Total

Net sales
$
643,426
​
$
246,224
​
$
889,650

Other revenue
​
​
​
​
​
​
​
5,439

Intersegment
​
​
​
​
​
​
​
( 1,242 )

Consolidated net sales
​
​
​
​
​
​
$
893,847

Segment operating income
​
​
​
​
​
​
​
​

Cost of sales
​
161,342
​
​
108,857
​
​
​

Selling, general and administrative
​
176,668
​
​
83,064
​
​
​

Research and development
​
43,089
​
​
26,674
​
​
​

Segment operating income
$
262,327
​
$
27,629
​
$
289,956

Unallocated amounts
​
​
​
​
​
​
​
​

Amortization of intangibles
​
​
​
​
​
​
​
( 46,111 )

Acquisition related expenses and other
​
​
​
​
​
​
​
( 6,341 )

Certain litigation charges
​
​
​
​
​
​
​
( 5,370 )

Stock based compensation, inclusive of employer taxes
​
​
​
​
​
​
​
( 37,262 )

Restructuring and restructuring-related costs
​
​
​
​
​
​
​
( 14,201 )

Recovery of assets held-for-sale
​
​
​
​
​
​
​
6,789

Corporate general, selling, and administrative expenses
​
​
​
​
​
​
​
( 7,273 )

Impact of business held-for-sale (1)
​
​
​
​
​
​
​
( 2,573 )

Consolidated operating income
​
​
​
​
​
​
$
177,614

(1)  Includes the quarterly results of a business that has met the held-for-sale criteria since June 30, 2025.

21

Table of Contents

​

​

​

​

​

​

​

​

​

For the Nine Months Ended March 31, 2025

​
​
Protein Sciences
​
​
Diagnostics and Spatial Biology
​
​
Total

Net sales
$
643,774
​
$
256,558
​
$
900,332

Other revenue (1)
​
​
​
​
​
​
​
4,152

Intersegment
​
​
​
​
​
​
​
( 1,813 )

Consolidated net sales
​
​
​
​
​
​
$
902,671

Segment operating income
​
​
​
​
​
​
​
​

Cost of sales
​
157,618
​
​
108,417
​
​
​

Selling, general and administrative
​
170,420
​
​
102,002
​
​
​

Research and development
​
44,172
​
​
30,199
​
​
​

Segment operating income
$
271,564
​
$
15,940
​
$
287,504

Unallocated amounts
​
​
​
​
​
​
​
​

Amortization of intangibles
​
​
​
​
​
​
​
( 57,136 )

Acquisition related expenses and other
​
​
​
​
​
​
​
( 9,051 )

Certain litigation charges
​
​
​
​
​
​
​
( 40,606 )

Stock based compensation, inclusive of employer taxes
​
​
​
​
​
​
​
( 37,504 )

Restructuring and restructuring-related costs
​
​
​
​
​
​
​
( 15,027 )

Recovery of assets held-for-sale
​
​
​
​
​
​
​
3,655

Corporate general, selling, and administrative expenses
​
​
​
​
​
​
​
( 5,241 )

Impact of business held-for-sale (1)
​
​
​
​
​
​
​
( 479 )

Consolidated operating income
​
​
​
​
​
​
$
126,115

(1)  Includes the results of a business that has met the held-for-sale criteria since December 31, 2023.
Note 13. Restructuring :
Fiscal 2025 Restructuring Actions:
During the fourth quarter of fiscal 2025, 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. The Company is expecting to incur costs related to these actions through fiscal 2027, which will be recorded when specified criteria are met.
As part of these actions, certain assets and liabilities associated with the Exosome Diagnostics business were classified as held-for-sale, including $ 4.5 million of goodwill allocated on a relative fair value basis at June 30, 2025. As a result of an impairment test performed during fiscal 2025, a cumulative impairment charge of $ 83.1 million was recorded. During the quarter ended September 30, 2025, the Company entered into an agreement with a buyer to purchase the Exosome Diagnostics business for approximately $ 15.0 million, with approximately $ 6.8 million in stock received at closing. Additionally, we recognized a recovery of assets held-for-sale of $ 6.8 million during the quarter ended September 30, 2025 recorded within Selling, general, and administrative on the Condensed Consolidated Statements of Earnings. As part of the agreement, the Company and the buyer entered into a promissory note that will mature in September 2029 that requires the buyer to pay four annual installments of $ 2.5 million, of which up to $ 5.0 million is payable in the stock of the buyer, MDxHealth. As of March 31, 2026, the fair value of the note receivable was approximately $ 9.0 million and is included within Other current assets and Other assets on the Condensed Consolidated Balance Sheets.

22

Table of Contents

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

​

​

​

​

​

​

​
​
Quarter Ended
​
Nine Months Ended

​
​
March 31,
​
March 31,

​
​
2026
​
2026

Cost of sales
​
$
1,036
​
$
3,990

Selling, general and administrative (1)
​
​
1,800
​
​
2,267

Total
​
$
2,836
​
$
6,257

(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):
​

​

​

​

​

​

​

​

​

​

​

​

​

​
​
Quarter ended March 31, 2026

​
​
​
Employee
​
​
Asset-related
​
​
Recovery of
​
​
​

​
​
​
severance
​
​
and other
​
​
assets held-for-sale
​
​
Total

Protein Sciences
​
$
556
​
$
1,565
​
$
—
​
$
2,121

Diagnostics and Spatial Biology
​
​
27
​
​
—
​
​
—
​
​
27

Corporate
​
​
454
​
​
234
​
​
—
​
​
688

Total
​
$
1,037
​
$
1,799
​
$
—
​
$
2,836

​
​

​

​

​

​

​

​

​

​

​

​

​

​

​
​
Nine months ended March 31, 2026

​
​
​
Employee
​
​
Asset-related
​
​
Recovery of
​
​
​

​
​
​
severance
​
​
and other
​
​
assets held-for-sale
​
​
Total

Protein Sciences
​
$
2,374
​
$
5,850
​
$
—
​
$
8,224

Diagnostics and Spatial Biology
​
​
2,993
​
​
—
​
​
( 6,789 )
​
​
( 3,796 )

Corporate
​
​
1,290
​
​
539
​
​
—
​
​
1,829

Total
​
$
6,657
​
$
6,389
​
$
( 6,789 )
​
$
6,257

​

23

Table of Contents

The following table summarizes the changes in the Company’s accrued restructuring balance, which is included within Accrued expenses in the accompanying Condensed Consolidated Balance Sheets. Other amounts reported as restructuring and restructuring-related costs in the accompanying Condensed Consolidated Statements of Earnings and Comprehensive Income have been summarized in the notes to the table (in thousands):
​

​

​

​

​

​

​

​

​

​

​

​

​

​
​
​
​
​
​
​
​
​
Impairment (Recovery)
​
​
​

​
​
Employee
​
Asset-related
​
​
of assets
​
​

​
  ​ ​ ​
severance (1)
  ​ ​ ​
and other (2)
​
​
held-for-sale
  ​ ​ ​
Total

Expense incurred in the fourth quarter of 2025
​
$
1,041
​
$
11,531
​
$
83,059
​
$
95,631

Cash payments
​
​
—
​
​
—
​
​
—
​
​
—

Non-cash adjustments
​
​
—
​
​
( 11,471 )
​
​
( 83,059 )
​
​
( 94,530 )

Accrued restructuring as of June 30, 2025
​
$
1,041
​
$
60
​
$
—
​
$
1,101

Expense incurred in fiscal 2026
​
$
6,657
​
$
6,389
​
$
( 6,789 )
​
$
6,257

Cash payments
​
​
( 6,517 )
​
​
( 6,449 )
​
​
—
​
​
( 12,966 )

Non-cash adjustments
​
​
—
​
​
—
​
​
6,789
​
​
6,789

Accrued restructuring as of March 31, 2026
​
$
1,181
​
$
—
​
$
—
​
$
1,181

(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 Condensed Consolidated Statements of Earnings and Comprehensive Income as follows (in thousands):
​

​

​

​

​

​

​

​

​

​

​

​

​

​
​
Quarter Ended
​
Nine Months Ended

​
​
March 31, 
​
March 31, 

​
​
2026
​
2025
​
2026
​
2025

Cost of sales
​
$
116
​
$
137
​
$
1,155
​
$
7,726

Selling, general and administrative (1)
​
​
—
​
​
283
​
​
—
​
​
5,927

Total
​
$
116
​
$
420
​
$
1,155
​
$
13,653

(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):
​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​
​
Quarter ended March 31,

​
​
2026
​
2025

​
​
​
Employee
​
​
Asset-related
​
​
​
​
​
Employee
​
​
Asset-related
​
​
​

​
​
​
severance
​
​
and other
​
​
Total
​
​
severance
​
​
and other
​
​
Total

Protein Sciences
​
$
71
​
$
45
​
$
116
​
$
10
​
$
119
​
$
129

Diagnostics and Spatial Biology
​
​
—
​
​
—
​
​
—
​
​
—
​
​
—
​
​
—

Corporate
​
​
—
​
​
—
​
​
—
​
​
291
​
​
—
​
​
291

Total
​
$
71
​
$
45
​
$
116
​
$
301
​
$
119
​
$
420

24

Table of Contents

​
​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​
​
Nine months ended March 31,

​
​
2026
​
2025

​
​
​
Employee
​
​
Asset-related
​
​
​
​
​
Employee
​
​
Asset-related
​
​
​

​
​
​
severance
​
​
and other
​
​
Total
​
​
severance
​
​
and other
​
​
Total

Protein Sciences
​
$
769
​
$
386
​
$
1,155
​
$
2,323
​
$
10,291
​
$
12,614

Diagnostics and Spatial Biology
​
​
—
​
​
—
​
​
—
​
​
425
​
​
—
​
​
425

Corporate
​
​
—
​
​
—
​
​
—
​
​
610
​
​
4
​
​
614

Total
​
$
769
​
$
386
​
$
1,155
​
$
3,358
​
$
10,295
​
$
13,653

The following table summarizes the changes in the Company’s accrued restructuring balance, which is included within Other current liabilities in the accompanying Condensed Consolidated Balance Sheets. Other amounts reported as restructuring and restructuring-related costs in the accompanying Condensed Consolidated Statements of Income and Comprehensive Income have been summarized in the notes to the table (in thousands):
​

​

​

​

​

​

​

​

​

​

​
​
Employee
​
Asset-related
​
​

​
  ​ ​ ​
severance (1)
  ​ ​ ​
and other (2)
  ​ ​ ​
Total

Expense incurred in the first quarter of 2025
​
$
2,852
​
$
7,417
​
$
10,269

Incremental expense incurred in remainder of 2025
​
​
593
​
​
3,555
​
​
4,148

Cash payments
​
​
( 2,223 )
​
​
( 1,131 )
​
​
( 3,354 )

Non-cash adjustments
​
$
—
​
$
( 9,841 )
​
$
( 9,841 )

Accrued restructuring as of June 30, 2025
​
$
1,222
​
$
—
​
$
1,222

Incremental expense incurred in fiscal 2026
​
​
769
​
​
386
​
​
1,155

Cash payments
​
​
( 1,667 )
​
​
( 386 )
​
​
( 2,053 )

Accrued restructuring as of March 31, 2026
​
$
324
​
$
—
​
$
324

(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.
​
Note 14. Subsequent Events:
None.
​
​
​

25

Table of Contents

ITEM   2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following management discussion and analysis (MD&A) provides information that we believe is useful in understanding our operating results, cash flows and financial condition. We provide quantitative information about the material sales drivers including the effect of acquisitions and changes in foreign currency at the corporate and segment level. We also provide quantitative information about discrete tax items and other significant factors we believe are useful for understanding our results. The MD&A should be read in conjunction with both the unaudited Condensed Consolidated Financial Information and related Notes included in this Form 10-Q, and MD&A of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended June 30, 2025. This discussion contains various “Non-GAAP Financial Measures” and also contains various “Forward-Looking Statements” within the meaning of the Private Securities Litigation Reform Act of 1995. We refer readers to the statements entitled “Non-GAAP Financial Measures” and “Forward-Looking Information and Cautionary Statements” located at the end of Item 2 of this report.
OVERVIEW
Bio-Techne and its subsidiaries, collectively doing business as Bio-Techne Corporation (Bio-Techne, we, our, us or the Company) develop, manufacture and sell biotechnology reagents, instruments and services for the research and clinical diagnostic markets worldwide. We use our deep product portfolio and application expertise to develop and sell integral components of scientific investigations into biological processes and molecular diagnostics, revealing the nature, diagnosis, etiology and progression of specific diseases. Our products aid in drug discovery efforts and provide the means for accurate clinical tests and diagnoses.
We are committed to providing the life sciences community with innovative, high-quality scientific tools that allow our customers to make extraordinary discoveries and treat and diagnose diseases. We intend to build on Bio-Techne’s past accomplishments, high product quality reputation and sound financial position by executing strategies that position us to serve as the standard for biological content in the research market, and to leverage that leadership position to expand our prescence in diagnostics and other adjacent markets. The Company’s strategic pillars for long-term growth and profitability are to grow and leverage the core, capitalize on high potential markets, market expansion through innovation and acquisition, deliver best-in-class customer experience, and develop people through a transformative culture.
Our Protein Sciences segment is a leading developer and manufacturer of high-quality purified proteins and reagent solutions, most notably cytokines and growth factors, antibodies, immunoassays, biologically active small molecule compounds, tissue culture reagents and T-Cell activation technologies. This segment also includes protein analysis solutions that offer researchers efficient and streamlined options for protein characterization, automated western blot and multiplexed ELISA workflow. Our Diagnostics and Spatial Biology segment develops and manufactures diagnostic products, including FDA-regulated controls, calibrators, blood gas and clinical chemistry controls and other reagents for OEM and clinical customers, as well as a portfolio of clinical molecular diagnostic carrier screening and oncology assays. This segment also manufactures and sells fully automated multiomic spatial biology instrumentation and advanced tissue-based in-situ hybridization assays (ISH) for research and clinical use.
RESULTS OF OPERATIONS
Net Sales
Consolidated net sales for the quarter ended March 31, 2026 decreased 2% to $311.4 million compared to the same prior year period. Consolidated net sales for the nine months ended March 31, 2026 were $893.8 million, a decrease of 1% from the same prior year period. Organic revenue for the quarter ended March 31, 2026 decreased 2% compared to the prior year. Foreign currency exchange had a favorable impact of 2% and non-recurring prior year revenue from a business held-for-sale had an unfavorable impact of 2%. Organic revenue for the nine months ended March 31, 2026 decreased 1% compared to the prior year. Foreign currency exchange had a favorable impact of 2% and non-recurring prior year revenue from a business held-for-sale had an unfavorable impact of 2%. Organic revenue for the quarter ended March 31, 2026 was primarily driven by unfavorable volume and product mix in our Protein Sciences segment, partially offset by favorable performance in our Diagnostics and Spatial Biology portfolio.

26

Table of Contents

Gross Margins
Consolidated gross margins for the quarter and nine months ended March 31, 2026 were 66.9% and 65.7%, respectively, compared to 67.9% and 65.5% for the same prior year periods. Excluding the impact of costs recognized upon the sale of acquired inventory, amortization of intangibles, stock-based compensation expense, restructuring and restructuring-related expenses, and the impact of a business held-for-sale, adjusted gross margins for the quarter and nine months ended March 31, 2026 were 70.4% and 69.7%, respectively, compared to 71.6% and 70.6% for the quarter and nine months ended March 31, 2025, respectively. Fluctuations in consolidated gross margin and adjusted gross margin, as a percentage of sales, have primarily resulted from changes in product mix. We expect that, in the future, gross margins will continue to be impacted by the mix of our portfolio growing at different rates.
A reconciliation of the reported consolidated gross margin percentages, adjusted for acquired inventory sold, intangible amortization, stock compensation expense, restructuring and restructuring-related charges, and the impact of a business held-for-sale included in cost of sales, is as follows (in thousands):
​
​

​

​

​

​

​

​

​

​

​

​

​

​

​

​
​
Quarter Ended
​
Nine Months Ended
​

​
​
March 31, 
​
March 31, 
​

​
​
2026
​
2025
​
2026
​
2025
​

Total consolidated net sales
​
$
311,415
​
$
316,181
​
$
893,847
​
$
902,671
​

Business held-for-sale (1)
​
​
—
​
​
—
​
​
5,439
​
​
4,152
​

Revenue from recurring operations
​
$
311,415
​
$
316,181
​
$
888,408
​
$
898,519
​

​
​
​
​
​
​
​
​
​
​
​
​
​
​

Gross margin - GAAP
​
$
208,288
​
$
214,556
​
$
587,677
​
$
591,460
​

Gross margin percentage - GAAP
​
​
66.9
%
​
67.9
%
​
65.7
%
​
65.5
%

​
​
​
​
​
​
​
​
​
​
​
​
​
​

Identified adjustments:
 
​
  ​
​
​
  ​
​
​
  ​
​
​
  ​
​

Costs recognized upon sale of acquired inventory
 
$
—
​
$
181
​
$
—
​
$
554
​

Amortization of intangibles
 
​
9,465
​
​
11,057
​
​
28,377
​
​
33,467
​

Stock-based compensation, inclusive of employer taxes
 
​
400
​
​
378
​
​
1,252
​
​
1,010
​

Restructuring and restructuring-related costs
​
​
1,152
​
​
364
​
​
4,756
​
​
7,953
​

Impact of business held-for-sale (1)
​
​
—
​
​
—
​
​
(2,581)
​
​
(147)
​

Adjusted gross margin
 
$
219,305
​
$
226,536
​
$
619,481
​
$
634,297
​

Adjusted gross margin percentage (2)
​
​
70.4
%
​
71.6
%
​
69.7
%
​
70.6
%

​
​
​
​
​
​
​
​
​
​
​
​
​
​

(1) March 31, 2025 amounts relate to the Protein Sciences segment business that met the held-for-sale criteria on December 31, 2023. March 31, 2026 amounts relate to the Diagnostics and Spatial Biology segment business that met the held-for-sale criteria on June 30, 2025.
(2) Adjusted gross margin percentage excludes both revenue and gross margin for the businesses that met the held-for-sale criteria during the respective periods.
Selling, General and Administrative Expenses
Selling, general and administrative expenses decreased 28% to $109.3 million and decreased 13% to $339.2 million for the quarter and nine months ended March 31, 2026, respectively, from the same prior year periods. The decrease in expense for the quarter and nine months ended March 31, 2026 was primarily due to non-recurring arbitration award in the prior year and ongoing cost management initiatives.
Research and Development Expenses
Research and development expenses decreased 5% to $23.5 million and decreased 4% to $70.8 million for the quarter and nine months ended March 31, 2026, respectively, from the same prior year periods. We continue to make strategic growth investments in research and development as we also employ our cost management initiatives.

27

Table of Contents

Segment Results
Protein Sciences
​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​
  ​ ​ ​
Quarter Ended
​
​
Nine Months Ended
​

​
​
March 31, 
​
​
March 31, 
​

​
​
2026
  ​ ​
2025
  ​ ​
​
2026
  ​ ​
2025
  ​ ​

Net sales (in thousands)
 
$
226,154
​
$
227,687
​
​
$
643,426
​
$
643,774
​

Operating margin percentage
 
 
44.2
%  
 
45.6
%  
​
 
40.8
%  
 
42.2
%  

​
Protein Sciences’ net sales for the quarter and nine months ended March 31, 2026 were $226.2 million and $643.4 million, respectively, with results decreasing 1% and remaining flat, respectively, compared to the same respective prior year periods. As of December 31, 2023, a business within the Protein Sciences Segment met the criteria as held-for-sale; this held-for-sale business has been excluded from the segment’s fiscal 2026 and 2025 operating results. Organic revenue for the segment decreased 4% in the quarter ended March 31, 2026. Foreign currency exchange had a favorable impact of 3%. Organic revenue for the segment decreased 2% for the nine months ended March 31, 2026. Foreign currency exchange had a favorable impact of 2%.
The operating margin was 44.2% and 40.8% for the quarter and nine months ended March 31, 2026, respectively, compared to 45.6% and 42.2% in both comparative prior year periods. The segment’s operating margin decreased primarily due to unfavorable volume and product mix, partially offset by ongoing profitability initiatives.
Diagnostics and Spatial Biology
​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​
  ​ ​ ​
Quarter Ended
​
​
Nine Months Ended
​

​
​
March 31, 
​
​
March 31, 
​

​
​
2026
  ​ ​
2025
  ​ ​
​
2026
  ​ ​
2025
  ​ ​

Net sales (in thousands)
 
$
85,586
​
$
89,231
​
​
$
246,224
​
$
256,558
​

Operating margin percentage
 
 
12.1
%  
 
9.4
%  
​
 
11.2
%  
 
6.2
%  

​
Diagnostics and Spatial Biology’s net sales for the quarter and nine months ended March 31, 2026 were $85.6 million and $246.2 million, respectively, with decreased net sales of 4% and 4% compared to the same respective prior year periods. Organic growth for the segment for the quarter ended March 31, 2026 was 3% from the prior year, with foreign currency exchange having a favorable impact of 1%. The held-for-sale business had an unfavorable impact of 8%. Organic growth for the nine months ended March 31, 2026 was 3% compared to the prior year, with foreign currency exchange having a favorable impact of 1%. The held-for-sale business had an unfavorable impact of 8%.
The operating margin for the segment was 12.1% and 11.2% for the quarter and nine months ended March 31, 2026, respectively, compared to 9.4% and 6.2% in both comparative prior year periods. The segment’s operating margin was favorably impacted by the Exosome Diagnostics divestiture and ongoing profitability initiatives, partially offset by unfavorable product mix.
Income Taxes
Income taxes were at an effective rate of 28.3% and 25.2% of consolidated earnings for the quarter and nine months ended March 31, 2026, respectively, compared to 41.0% and 24.9% for the same respective prior year periods. The change in the Company’s tax rate for the quarter and nine months ended March 31, 2026 was driven by the mix of net income and the impact of disrete tax expenses.
The forecasted tax rate as of the third fiscal quarter of 2026 before discrete items is 26.9% compared to the prior year forecasted tax rate before discrete items of 23.1%. Excluding the impact of discrete items, the Company expects the consolidated income tax rate for the remainder of fiscal 2026 to range from 25% to 29%.

28

Table of Contents

Net Earnings
Non-GAAP adjusted consolidated net earnings are as follows (in thousands):
​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​
​
Quarter Ended
​
Nine Months Ended

​
​
March 31, 
​
March 31, 

​
 
2026
​
2025
​
​
2026
​
2025
​

Net earnings before taxes - GAAP
  ​ ​ ​
$
71,225
​
$
38,274
​
​
$
170,000
  ​ ​ ​
$
121,322
​

Identified adjustments:
​
 
​
​
​
​
​
​
​
​
​
​
​
​

Amortization of intangibles
​
 
15,382
​
 
18,836
​
​
 
46,111
​
 
57,136
​

Amortization of Wilson Wolf intangible assets
​
​
2,490
​
​
2,491
​
​
​
7,469
​
​
7,471
​

Acquisition related expenses and other
​
 
1,042
​
 
5,290
​
​
 
6,789
​
 
9,477
​

Certain litigation charges
​
​
822
​
​
38,927
​
​
​
5,370
​
​
40,606
​

Stock-based compensation, inclusive of employer taxes
​
 
10,968
​
 
11,629
​
​
 
37,262
​
 
37,504
​

Restructuring and restructuring-related costs
​
 
2,952
​
 
716
​
​
 
14,201
​
 
15,027
​

Investment (gain) loss and other non-operating (income) loss
​
​
1,618
​
​
—
​
​
​
1,314
​
​
—
​

Recovery of assets held-for-sale
​
​
—
​
​
(3,655)
​
​
​
(6,789)
​
​
(3,655)
​

Impact of business held-for-sale (1)
​
​
—
​
​
—
​
​
​
2,573
​
​
479
​

Net earnings before taxes - Adjusted
​
$
106,499
​
$
112,508
​
​
$
284,300
​
$
285,367
​

Non-GAAP tax rate
​
 
22.3
%  
 
21.5
%  
​
 
22.3
%  
 
21.5
%

Non-GAAP tax expense
​
$
23,749
​
$
24,190
​
​
$
63,399
  ​ ​ ​
$
61,385
​

Non-GAAP adjusted net earnings
​
$
82,750
​
$
88,318
​
​
$
220,901
​
$
223,982
​

Earnings per share - diluted - Adjusted
​
$
0.53
​
$
0.56
​
​
$
1.41
​
$
1.39
​

(1) March 31, 2025 amounts relate to the Protein Sciences segment business that met the held-for-sale criteria on December 31, 2023. March 31, 2026 amounts relate to the Diagnostics and Spatial Biology segment business that met the held-for-sale criteria on June 30, 2025.
Depending on the nature of discrete tax items, our reported tax rate may not be consistent on a period-to-period basis. The Company independently calculates a non-GAAP adjusted tax rate considering the impact of discrete items and jurisdictional mix of the identified non-GAAP adjustments. The following table summarizes the reported GAAP tax rate and the effective non-GAAP adjusted tax rate for the quarter and nine months ended March 31, 2026 and 2025.
​

​

​

​

​

​

​

​

​

​

​

​

​

​
​
Quarter Ended
​
Nine Months Ended

​
​
March 31,
​
March 31,

​
  ​ ​ ​
2026
​
2025
​
2026
​
2025

GAAP effective tax rate
 
28.3
%  
​
41.0
%  
​
25.2
%  
​
24.9
%

Discrete items
​
(0.5)
​
​
(19.5)
​
​
1.7
​
​
(1.8)
​

Annual forecast update
​
(0.9)
​
​
1.6
​
​
—
​
​
—
​

Long-term GAAP tax rate
 
26.9
%  
​
23.1
%  
​
26.9
%  
​
23.1
%

Rate impact items
​
​
​
​
​
​
​
​
​
​
​
​

Stock based compensation
 
(2.9)
%
​
(1.0)
%
​
(2.9)
%
​
(3.8)
%

Other
​
(1.7)
​
​
(0.6)
​
​
(1.7)
​
​
2.2
​

Total rate impact items
 
(4.6)
%
​
(1.6)
%  
​
(4.6)
%
​
(1.6)
%

Non-GAAP adjusted tax rate
 
22.3
%  
​
21.5
%  
​
22.3
%  
​
21.5
%

​
The difference between the reported GAAP tax rate and non-GAAP tax rate applied to the identified non-GAAP adjustments for the quarter ended March 31, 2026 is primarily a result of discrete tax items, including the tax expense of stock option exercises.
​

29

Table of Contents

LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents and available-for-sale investments were $214.1 million as of March 31, 2026, compared to $162.2 million as of June 30, 2025.
The Company has a line-of-credit governed by a Credit Agreement dated August 31, 2022 that will mature on August 31, 2027. As of March 31, 2026, there is $800 million available on the line-of-credit. See Note 5 to the Condensed Consolidated Financial Statements for a description of the Credit Agreement .
During fiscal 2022, the Company paid $25 million to enter into a two-part forward contract which requires the Company to purchase the full equity interest in Wilson Wolf if certain annual revenue or EBITDA thresholds are met. During fiscal 2023, Wilson Wolf met the EBITDA target and the Company paid an additional $232 million to acquire 19.9% of Wilson Wolf. Since the first part of the forward contract has been triggered, the second part of the forward contract will automatically trigger, which requires the Company to acquire the remaining 80.1% of Wilson Wolf on December 31, 2027. The second part of the contract would be accelerated in advance of December 31, 2027 if Wilson Wolf meets certain financial milestones. As of March 31, 2026, the second milestones have not been met. The second option payment of approximately $1 billion plus potential contingent consideration is forecasted to occur between fiscal 2026 and fiscal 2028.
Management of the Company expects to be able to meet its cash and working capital requirements for operations, facility expansion, capital additions, and cash dividends for the foreseeable future, and at least the next 12 months, through currently available cash, cash generated from operations, and remaining credit available on its existing revolving line of credit.
Cash Flows From Operating Activities
The Company generated cash of $196.7 million from operating activities in the nine months ended March 31, 2026 compared to $189.4 million in the nine months ended March 31, 2025. The increase from the prior year was primarily due to increased net earnings for the year.
Cash Flows From Investing Activities
We continue to make investments in our business, including capital expenditures.
Capital expenditures for fixed assets for the nine months ended March 31, 2026 and 2025 were $20.4 million and $26.1 million, respectively. Capital expenditures for the remainder of fiscal 2026 are expected to be approximately $7 million. Capital expenditures are expected to be financed through currently available funds and cash generated from operating activities. Expected additions in fiscal 2026 are related to increasing capacity to meet expected sales growth across the Company.
During the nine months ended March 31, 2025, the Company invested $15.0 million into Spear Bio. There was no comparable activity in fiscal 2026.
During the nine months ended March 31, 2025, certificates of deposit reached maturity for $1.1 million. There was no comparable activity in fiscal 2026.
The Company received tax distributions of $4.6 million and $2.7 million from its equity method investee during the nine months ended March 31, 2026 and 2025.
During the nine months ended March 31, 2026, the Company received $4.6 million for assets held-for-sale. During the nine months ended March 31, 2025, the Company received $1.8 million for the sale of assets held-for-sale.
Cash Flows From Financing Activities
During the nine months ended March 31, 2026 and 2025, the Company paid cash dividends of $37.4 million and $38.0 million, respectively, to all common shareholders. On May 6, 2026, the Company announced the payment of an $0.08 per share cash dividend, or approximately $12.5 million, will be payable May 29, 2026, to all common shareholders of record on May 18, 2026.

30

Table of Contents

Cash of $58.2 million and $45.5 million was received during the nine months ended March 31, 2026 and 2025, respectively, from the exercise of stock options.
During the nine months ended March 31, 2026 and 2025, the Company made repayments of $146.0 million and $27.0 million, respectively, on its long-term debt balance. The Company drew $38.0 million under its revolving line-of-credit facility during the nine months ended March 31, 2025. There was no comparable activity in fiscal 2026.
There were $175.7 million of share repurchases during the nine months ended March 31, 2025. There was no comparable activity in fiscal 2026.
During the nine months ended March 31, 2026 and 2025, the Company paid taxes of $10.6 million and $6.3 million related to restricted stock units and stock options exercised through net share settlements classified as financing activities.
​

31

Table of Contents

CRITICAL ACCOUNTING POLICIES
The Company's significant accounting policies are discussed in the Company's Annual Report on Form 10-K for fiscal 2025  and are incorporated herein by reference. The application of certain of these policies requires judgments and estimates that can affect the results of operations and financial position of the Company. Judgments and estimates are used for, but not limited to, valuation of available-for-sale investments, inventory valuation and allowances, valuation of intangible assets and goodwill and valuation of investments in unconsolidated entities. There have been no significant changes in estimates in the quarter or nine months ended March 31, 2026 that would require disclosure nor have there been any changes to the Company's policies.
NON-GAAP FINANCIAL MEASURES
This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operation” in Item 2, contains financial measures that have not been calculated in accordance with accounting principles generally accepted in the U.S. (GAAP). These non-GAAP measures include:
● Organic revenue
● Adjusted gross margin
● Adjusted operating margin
● Adjusted net earnings and diluted earnings per share
● Adjusted effective tax rate

We provide these measures as additional information regarding our operating results. We use these non-GAAP measures internally to evaluate our performance and in making financial and operational decisions, including with respect to incentive compensation. We believe that our presentation of these measures provides investors with greater transparency with respect to our results of operations and that these measures are useful for period-to-period comparison of results.
Our non-GAAP financial measure of organic revenue represents revenue growth excluding revenue from acquisitions within the preceding 12 months, the impact of foreign currency, the impact of businesses held-for-sale, as well as the impact of partially-owned consolidated subsidiaries. Excluding these measures provides more useful period-to-period comparison of revenue results as it excludes the impact of foreign currency exchange rates, which can vary significantly from period to period, and revenue from acquisitions that would not be included in the comparable prior period. Revenues from businesses held-for-sale are excluded from our organic revenue calculation starting on the date they become held-for-sale as those revenues will not be comparative in future periods. Revenues from partially-owned subsidiaries consolidated in our financial statements are also excluded from our organic revenue calculation, as those revenues are not fully attributable to the Company. There was no revenue from partially-owned consolidated subsidiaries in fiscal 2026 or 2025.
Our non-GAAP financial measures for adjusted gross margin, adjusted operating margin, and adjusted net earnings, in total and on a per share basis, exclude stock-based compensation, which is inclusive of the employer portion of payroll taxes on those stock awards, the costs recognized upon the sale of acquired inventory, amortization of acquisition intangibles, restructuring and restructuring-related costs. Stock-based compensation is excluded from non-GAAP adjusted net earnings because of the nature of this charge, specifically the varying available valuation methodologies, subjection assumptions, variety of award types, and unpredictability of amount and timing of employer related tax obligations. The Company excludes amortization of purchased intangible assets, purchase accounting adjustments, including costs recognized upon the sale of acquired inventory and other non-recurring items including gains or losses on goodwill and long-lived asset impairment charges, and one-time assessments from this measure because they occur as a result of specific events, and are not reflective of our internal investments, the costs of developing, producing, supporting and selling our products, and the other ongoing costs to support our operating structure. Costs related to restructuring and restructuring-related activities, including reducing overhead and consolidating facilities, are excluded because we believe they are not indicative of our normal operating costs. Additionally, these amounts can vary significantly from period to period based on current activity. The Company also excludes revenue and expense attributable to partially-owned consolidated subsidiaries as well as revenue and expense attributable to businesses held-for-sale in the calculation of our non-GAAP financial measures.

32

Table of Contents

The Company’s non-GAAP adjusted operating margin and adjusted net earnings, in total and on a per share basis, also excludes acquisition related expenses inclusive of the changes in fair value of contingent consideration, and other non-recurring items including certain costs related to the transition to a new CEO, goodwill and long-lived asset impairments, and gains. We also exclude certain litigation charges which are facts and circumstances specific including costs to resolve litigation and legal settlement (gains and losses). In some cases, these costs may be a result of litigation matters at acquired companies that were not probable, inestimable, or unresolved at the time of acquisition.
The Company’s non-GAAP adjusted net earnings, in total and on a per share basis, also excludes gain and losses from investments, as they are not part of our day-to-day operating decisions (excluding our equity method investment in Wilson Wolf as it is certain to be acquired in the future) and certain adjustments to income tax expense. Additionally, gains and losses from investments that are either isolated or cannot be expected to occur again with any predictability are excluded. The Company independently calculates a non-GAAP adjusted tax rate to be applied to the identified non-GAAP adjustments considering the impact of discrete items on these adjustments and the jurisdictional mix of the adjustments. In addition, the tax impact of other discrete and non-recurring charges which impact our reported GAAP tax rate are adjusted from net earnings. We believe these tax items can significantly affect the period-over-period assessment of operating results and not necessarily reflect costs and/or income associated with historical trends and future results.
The Company periodically reassesses the components of our non-GAAP adjustments for changes in how we evaluate our performance, changes in how we make financial and operational decisions, and considers the use of these measures by our competitors and peers to ensure the adjustments are still relevant and meaningful.
Readers are encouraged to review the reconciliations of the adjusted financial measures used in management's discussion and analysis of the financial condition of the Company to their most directly comparable GAAP financial measures provided within the Company's Condensed Consolidated Financial Statements.
FORWARD LOOKING INFORMATION AND CAUTIONARY STATEMENTS
This quarterly report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include those regarding the Company's expectations as to the effect of changes to accounting policies, the amount of capital expenditures for the remainder of the fiscal year, the source of funding for capital expenditure requirements, the sufficiency of currently available funds for meeting the Company's needs, the impact of fluctuations in foreign currency exchange rates, and expectations regarding gross margin fluctuations, increasing research and development expenses, increasing selling, general and administrative expenses and income tax rates. These statements involve risks and uncertainties that may affect the actual results of operations. The following important factors, among others, have affected and, in the future, could affect the Company's actual results: integration of newly acquired businesses, the introduction and acceptance of new products, general national and international economic, political, regulatory, and other conditions, increased competition, the reliance on internal manufacturing and related operations, supply chain challenges, the impact of currency exchange rate fluctuations, the recruitment and retention of qualified personnel, the impact of governmental regulation, maintenance of intellectual property rights, credit risk and fluctuation in the market value of the Company's investment portfolio, and unseen delays and expenses related to facility construction and improvements. For additional information concerning such factors, see the Company's Annual Report on Form 10-K for fiscal 2025 as filed with the Securities and Exchange Commission and Part II. Item 1A below.
​
​
​

33

Table of Contents

ITEM   3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company’s exposure to market risk from changes in interest rates and currency exchange rates has not changed materially from its exposure discussed in the Company’s Annual Report on Form 10-K for the year ended June 30, 2025.
ITEM   4. CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures.
The Company maintains disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). The Company's management has evaluated, with the participation of its Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of its disclosure controls and procedures as of the end of the period covered in this Quarterly Report on Form 10-Q. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2026, our disclosure controls and procedures were effective.
(b) Changes in internal controls over financial reporting.
There were no changes in the Company's internal control over financial reporting during the third quarter of fiscal 2026 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM   1. LEGAL PROCEEDINGS
As of May 6, 2026, the Company is not a party to any legal proceedings that, individually or in the aggregate, are reasonably expected to have a material adverse effect on the Company's business, results of operations, financial condition or cash flows.
​
ITEM   1A. RISK FACTORS
During the quarter and nine months ended March 31, 2026, there have been no material changes from the risk factors found in Part I, Item 1A, "Risk Factors," of the Company's Annual Report on Form 10-K for the year ended June 30, 2025.
​
​
ITEM   2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The Company’s repurchase plan approved by the Board on April 30, 2025, granted management the discretion to mitigate the dilutive effect of stock option exercises. The plan authorizes the Company to purchase up to $400 million in stock. As of March 31, 2026, the Company had $405.0 million available to repurchase under our existing plan.

34

Table of Contents

​

​

​

​

​

​

​

​

​

​

​

Period
​
Total Number of Shares Purchased
​
​
Average Price Paid per Share
​
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
​
​
Maximum Dollar Amount of Shares that May Yet Be Purchased Under the Plans or Programs

July 1 - July 31, 2025
​
—
​
$
—
​
—
​
$
405,007,867

August 1 - August 31, 2025
​
500
​
​
48.01
​
500
​
​
404,983,864

September 1 - September 30, 2025
​
—
​
​
—
​
—
​
​
404,983,864

July 1 - September 30, 2025
​
500
​
​
48.01
​
500
​
​
​

October 1 - 31, 2025
​
—
​
​
—
​
—
​
​
404,983,864

November 1 - 30, 2025
  ​ ​ ​
—
​
​
—
​
—
​
​
404,983,864

December 1 - 31, 2025
​
—
​
​
—
​
—
​
​
404,983,864

October 1 - December 31, 2025
​
—
​
​
—
​
—
​
​
​

January 1 - 31, 2026
​
—
​
​
—
​
—
​
​
404,983,864

February 1 - 28, 2026
  ​ ​ ​
—
​
​
—
​
—
​
​
404,983,864

March 1 - 31, 2026
​
—
​
​
—
​
—
​
​
404,983,864

January 1 - March 31, 2026
​
—
​
​
—
​
—
​
​
​

​
​
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
​
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
​
ITEM 5. OTHER INFORMATION
During the quarter ended March 31, 2026, certain of our directors and officers of the Company adopted 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.
​
Stephen Vessey , Director of the Company, adopted a Rule 10b5-1 trading plan effective March 4, 2026 . Mr. Vessey’s trading plan provides for the sale of up to 10,396 shares of common stock between June 3, 2026 and February 26, 2027 , which is the expiration date of the plan.
​
​

35

Table of Contents

ITEM   6. EXHIBITS
EXHIBIT INDEX
TO
FORM 10-Q
BIO-TECHNE CORPORATION
​
​
​

​

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 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 27, 2022*
​

​
​
​

10.1
​
Executive Employment Agreement—incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated February 11, 2026*

​
​
​

10.2
​
Executive Transition Agreement, dated March 1, 2026, between the Company and Dr. Matt McManus

​
​
​

​
​

​

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

 
​
 

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

 
​
 

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

 
​
 

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

 
​
 

101
​
The following financial statements from the Company's Quarterly Report on Form 10-Q for the quarter and nine months ended March 31, 2026, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Earnings and Comprehensive Income, (iii) the Condensed Consolidated Statements of Cash Flows, (iv) the Condensed Consolidated Statements of Stockholders Equity, and (v) Notes to the Condensed Consolidated Financial Statements.

 
​
 

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

​
​

36

Table of Contents

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
​
​

​

​

​
  ​ ​ ​
BIO-TECHNE CORPORATION

​
​
(Company)

​
​
​

Date: May 6, 2026
​
/s/ Kim Kelderman

​
​
Kim Kelderman

​
​
President and Chief Executive Officer

​
​
​

Date: May 6, 2026
​
/s/ James Hippel

​
​
James Hippel

​
​
Executive Vice President, Chief Financial Officer

​
​
​
​
​

37