BRKR 10-K & 10-Q changes, risk factors and insider trading

The following risk factors should be considered in conjunction with the other information included in this Annual Report on Form 10-K.10-K, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited consolidated financial statements and related notes. This report may include forward-looking statements that involve risks and uncertainties. In addition to those risk factors discussed elsewhere in this report, we identify the following risk factors, which could affect our actual results and cause actual results to differ materially from those in the forward-looking statements.

Our business is subject to numerous risks and uncertainties,uncertainties including those described in Item 1A “Risk Factors.” These risksthat include, but are not limited to, the following:

Supply chain issues, including increasing demand for certain components used in our products and production delays, hashave and could continue to result in significant additional costs and manufacturing inefficiencies, which could adversely impact our revenue, increase our manufacturing costs and have a material adverse effect on our operating results;

A meaningful portion of our revenue is derived from U.S. academic institutions, research organizations and other entities that rely in part on U.S. academic and government funding,funding including grants from the U.S. National Institutes of Health (“NIH”), grants,the National Science Foundation (“NSF”), and anythe Department of Energy (“DOE”). The current reduction in,in modificationthe level of the termsfunding and allowable overhead rates of, or delay in such research funding, couldhas adverselyhad affecta material adverse effect on our U.S. academic and governmental customers, and our revenuesbusiness, results of operations and financial performancecondition, and may continue to do so in the foreseeable future;

We derive a significant portion of our revenue from international sales and are subject to the operational risks of doing business in foreign countries due to potential macroeconomic effects, including financial market volatility and disruption, inflationary concerns, changes in tax laws and regulations, volatility in interest and currency exchange rates, uncertain economic conditions in the United States and abroad, the impact of the recent U.S. government shutdown, and additional tariffs, including those imposed or that may be imposed by the new presidentialcurrent administration in the U.S.;

Any reduction or shift in the capital resources, including as a result of changes to governmental policies and programs, or government funding imposed by the current U.S. administration, of our customers could reduce our sales and impede our ability to generate revenue;

We are subject to environmental laws and regulations, which may impose significant compliance or other costs on us; and We operate as an entrepreneurial, decentralized company, which presents both benefits and certain risks. In particular, significant growth in a decentralized operating model may put strain on certain business group resources and our corporate functions, which could materially and adversely affect our business, financial condition and results of operations.operations; and If we are not able to successfully integrate the businesses we acquire through mergers, acquisitions or strategic alliances, we may not be able to realize all of the cost savings and other benefits that we expect to result from the transactions, and our financial results may be different than expected.

Supply chain issues, including increasing demand for certain components used in our products and production delays, hashave and could continue to result in significant additional costs and manufacturing inefficiencies, which could adversely impact our revenue, increase our manufacturing costs and have a material adverse effect on our operating results.

We have experienced supply chain interruptions or increased costs as a result of general global economic conditions, including economic instability, changes to governmental policies and programs, changes in tax laws and regulations, export controls, economic sanctions and trade restrictions, including those related to the ongoing conflict between Russia and Ukraine or conflict in the Middle East and surrounding areas, changes to trade policies, including higher tariff rates and customs duties imposed or that may be imposed by the newcurrent presidential administration in the U.S., continued threat of terrorism and heightened security and military action in response thereto, or any other current or future acts of terrorism, war (such as the ongoing geopolitical tensions and military conflicts inbetween ChinaRussia and otherUkraine, regionsthe ongoing conflict in the Middle East and its regional effects, and increased tensions between the U.S. and China and other regions ), a tight labor market and other factors, including natural events and disasters. Various factors, including increased demand for certain components and production delays, are contributing to shortages of certain components used in our products including microelectronic components and increased difficulties in our ability to obtain a consistent supply of materials at stable pricing levels. Supply shortages and longer lead times for components used in our products, including limited source components, have and can result in significant additional costs and inefficiencies in manufacturing. A shortage of key components hashave in the past and may in the future cause a significant disruption to our production activities, which could have a substantial adverse effect on our financial condition or results of operations. If we are unsuccessful in resolving any such component shortages in a timely manner, we could experience a significant adverse impact on the timing of our revenue, a possible loss of revenue, or an increase in manufacturing costs, any of which could have a material adverse impact on our operating results.

UnfavorableAdverse global economic orconditions, politicaland geopolitical tensions, including in Ukraine, the Middle East, China and other regions, and other conditions inthat theimpact countriesour inincreasingly whichglobal weoperations operate maycould have ana adversenegative impacteffect on our businessbusiness, results orof operations and financial condition.condition and liquidity.

A meaningful portion of our revenue is derived from U.S. academic institutions, research organizations and other entities that rely in part on U.S. academic and government funding, including NIHNIH, grants,NSF and anyDOE grants. The current reduction in,in modificationthe level of the termsfunding and allowable overhead rates of, or delay in such research funding, couldhas adverselyhad affecta material adverse effect on our U.S. academic and governmental customers, and our revenuesbusiness, results of operations and financial performance.condition, and may continue to do so in the foreseeable future.

A substantial portion of our revenue in the United States is derived from academic and governmental institutions, research organizations and other entities that may rely in part or in whole on academic and government funding, including grants from the U.S.NIH, NationalNSF Institutesand of Health (NIH)DOE, and other U.S. government agencies. GovernmentHowever, during fiscal year 2025, under the current U.S. administration there has been significant disruption in U.S. academic funding mayfor fluctuatehigh-end research instrumentation used in academic and ismedical subjectresearch. to annual appropriations and budgetary constraints, and there is no assurance that such funding will continue at current levels. If U.S,U.S. academic and governmental researchers experienceexperiencing material reductions or delays in government funding, or modifications of the terms or conditions of funding, including allowable overhead rates, theyhave may reducereduced or delaydelayed their purchases of our products and services, which has adversely affected our business and results of operations. While the recent dispute settlements between a limited number of major universities and the U.S. federal government may allow for the resumption of certain grants for scientific and medical research, we expect the reduced level of funding may continue for the foreseeable future, which could continue to have a material adverse effect on our revenuesbusiness, results of operations and financial performance.condition.

International sales account, and are expected to continue to account, for a significant portion of our total revenues. Our revenue from non-U.S. operations represented approximately 72%74% and 74%, respectively,72%, of our total consolidated revenue for fiscal 20242025 and 2023,2024, respectively. Our international operations are, and will continue to be, subject to a variety of risks associated with conducting business internationally, many of which are beyond our control. These risks, which may adversely affect our ability to achieve and maintain profitability and our ability to sell our products internationally, include:

changes and volatility in foreign currency translation rates;

legislation and regulation, including tariffs imposed or that may be imposed by the newcurrent presidential administration in the U.S., relating to the import or export of high technology products, which legislation and regulation may conflict with U.S. law and may have an adverse impact on our business results;

We must also comply with the European Union General Data Protection Regulation (“GDPR”) and other similar regulations in other countries, including the UK Data Protection Act 2018. These laws include strong protections for individual privacy rights of residents of the European Economic Area (“EEA”) and UK. GDPR purports to apply extraterritorially such that it can apply to businesses that are not established within the EEA, but that process personal data of individuals located within the European Union in connection with the offering of goods and services within the EEA. There are significant fines associated with non-compliance. In 2020, the Court of Justice of the European Union invalidated the EU-USEU-U.S. Privacy Shield Framework, a key mechanism for transfers of personal data from the European Union to the United States and altered the international data transfer under GDPR. Even though Bruker did not rely on the EU-USEU-U.S. Privacy Shield for its transfers to the United States, Bruker has conducted a transfer impact assessment to understand the risks of its EU-USEU-U.S. persona data transfers and implemented the new EU Standard Contractual Clauses (including the UK addendum). More recently, the European Commission and United States have agreed on a new EU-USEU-U.S. Transatlantic Data Privacy Framework that may stabilize rules for transfers of personal data from the EU to the United States. However, ongoing litigation and challenges relating to such transfers could cause disruption of data transfers and have a material adverse effect on our business.

In addition to the foreign currency exposure associated with differences between where our products are manufactured and sold by us and our competitors, our exposure to currency exchange rate fluctuations results from the currency translation exposure associated with the preparation of our consolidated financial statements, as well as from the exposure associated with transactions of our subsidiaries that are denominated in a currency other than the respective subsidiary’s functional currency. While our financial results are reported in U.S. Dollars, the financial statements of many of our subsidiaries outside the U.S. are prepared using the local currency as the functional currency. During consolidation, these results are translated into U.S. Dollars by applying appropriate exchange rates. As a result, fluctuations in the exchange rate of the U.S. Dollar relative to the local currencies in which our foreign subsidiaries report could cause significant fluctuations in our reported results. Moreover, as exchange rates vary, revenue and other operating results may differ materially from our expectations. The effects of changes in currency exchange rates increased our 2025 revenue by approximately $77.6 million, or 2.3%, decreased our 2024 revenue by approximately $13.1 million, or 0.4%, and increased our 2023 revenue by approximately $11.2 million, or 0.4%, and decreased our 2022 revenue by approximately $168.0 million, or 6.9%.0.4%. Adjustments resulting from financial statement translations are included as a separate component of shareholders' equity. We recorded net lossesgains from currency translation adjustments of $115.1 million for the year ended December 31, 2025, and net losses of $79.6 million during the year ended December 31, 2024, and net gains of $76.2 million during the year ended December 31, 2023.2024.

Goodwill, intangible assets and other long-lived assets are subject to impairment which has had and could continue to negatively impact our operating results.

We have recorded goodwill, intangible assets and other long-lived assets that must be periodically evaluated for potential impairment. We assess the realizability of the reported goodwill, intangible assets and other long-lived assets annually, as well as whenever events or changes in circumstances indicate that the assets may be impaired. These events or circumstances generally include operating losses or a significant decline in the earnings associated with the reporting unit these assets are reported within. A decline in our stock price and market capitalization may also cause us to consider whether goodwill, intangible assets and other long-lived assets may require an impairment assessment. Our ability to realize the value of these assets will depend on the future cash flows of the reporting unit in addition to how well we integrate the businesses we acquire. In connection with certain restructuring activities during fiscal 2024,During the Company performed impairment assessments of its long-lived assets comparing the carrying values to the sum of their undiscounted future cash flows. Based on the results of these analyses, the Company determined there were no impairments to goodwill for the yearsyear ended December 31, 2024, 2023, and 2022. However,2025, the Company recorded an impairment losslosses for intangiblecertain assetsgoodwill and certain right of useintangible assets as disclosed in Note 12,6, RestructuringGoodwill and assetIntangible impairmentsAssets to our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K. The Company recorded no goodwill impairment for the years ended December 31, 2024, and 2023.

We face substantial competition.competition in our industries and expect that such competition will continue. If we fail to compete effectively, it could harm our business results and materially impact the value of our company.

We are dependent, both directly and indirectly, upon general investment in life science research, particularly in the research and development budgets of the pharmaceutical and biotechnology industries, and in material science research as well as upon the financial condition and funding priorities of various governments and government agencies. Since our inception, both we and our academic collaborators and customers have benefited from various government contracts and grants, such as funding from the U.S. National Institutes of Health (NIH) and similar government agencies. Whether we or our academic collaborators will continue to be able to attract these grants and funding from these sources depends not only on the quality of our products, but also on general spending patterns of public institutions, changes to governmental policies and programs, including loans, grants, guarantees and other subsidies, and disruptions or changes in government funding of other government agencies.

We have manufacturing facilities located in Austria, Belgium, Canada, France, Germany, Israel, Italy, Switzerland, United States, United Kingdom and Unitedin Kingdom.other locations worldwide. Many of our products are developed and manufactured at single locations, with limited alternate facilities. If we experience any significant disruption of those facilities for any reason, such as war or other geopolitical conflicts, strikes or other labor unrest, power interruptions, fire, earthquakes, or other events beyond our control, we may be unable to manufacture the relevant products at previous levels or at all. A reduction or interruption in manufacturing could harm our customer relationships, impede our ability to generate revenues from our backlog or obtain new orders and could have a material adverse effect on our business, results of operations, financial condition and cash flows.

Our CBRNE detection products are subject to many of the same risks associated with our life science products, including vulnerability to rapid technological change, dependence on mass spectrometry and other technologies and substantial competition. In addition, our CBRNE detection products are sold to government agencies under long-term contracts. These contracts generally involve lengthy pre-contract negotiations and product development. We may be required to devote substantial working capital and other resources prior to obtaining product orders. As a result, we may incur substantial costs before we recognize revenue from these products. Moreover, in return for larger, longer-term contracts, our customers for these products often demand more stringent acceptance criteria. These criteria may also cause delays in our ability to recognize revenue from sales of these products. Furthermore, we may not be able to accurately predict in advance our costs to fulfill our obligations under these long-term contracts. If we fail to accurately predict our costs, due to inflation or other factors, we could incur significant losses. Also, the presence or absence of such contracts may cause substantial variation in our results of operations between fiscal periods and, as a result, our results of operations for any given fiscal period may not be predictive of our results for subsequent fiscal periods. The resulting uncertainty may have an adverse impact on our stock price.

We rely on information technology to support our operations and reporting environments. A security failure of that technology, including with respect to cybersecurity,cybersecurity risks and cyber incidents, could impact our ability to operate our businesses effectively, adversely affect our financial results, damage our reputation and expose us to potential liability or litigation.

In the ordinary course of business, we collect and store sensitive data, including intellectual property, other proprietary information and personally identifiable information. Despite our security measures, our information technology and infrastructure may be vulnerable to cyber-attacks by hackers, including intrusions designed to access and exfiltrate information and to disrupt and lock-up access to systems for the purpose of demanding ransom payments, or breached due to employee error, malfeasance, or other disruptions. Further, a breach of our security systems or infrastructure, or those of our customers, suppliers and other business partners, could result in the disclosure, misuse, corruption or loss of confidential information, including intellectual property, personally identifiable information and other critical data of the Company and our employees, customers suppliers and other business partners. There can be no guarantee that any computer system failure, cyber-attack or security breach, if any should occur, will be timely detected or sufficiently remediated. Furthermore, our remediation efforts may not be successful, and there could be interruptions, delays, or cessation of service due to cyber-attacks or other data security breaches. If thisany data is compromised, destroyed or inappropriately disclosed, it could have a material adverse effect, including damage to our reputation, and our relationships with our employees, customers, suppliers and other business partners, decrease the value of our investments in research, development and engineering, disrupt our manufacturing processes, result in significant expenses to address and resolve the issues, fines or litigation or other proceedings by affected individuals, customers, suppliers, business partners or regulatory authorities.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, describes the principal factors affecting the results of our operations, financial condition and changes in financial condition, as well as our critical accounting policies and estimates. You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and notes to those statements,statements appearing elsewhere in this report. The dollar amounts listed in the tables presented in Management’s Discussion and Analysis of Financial Condition and Results of Operations are in millions of U.S. Dollars.

Any statements other than statements of historical fact contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this Annual Report on Form 10-K may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Without limiting the foregoing, the words “believe,” “anticipate,” “plan,” “expect,” “seek,” “may,” “will,” “intend,” “estimate,” “shouldshould,” and similar expressions are intended to identify forward-looking statements.

We can experience quarter-to-quarter fluctuations in our operating results as a result of various factors, some of which are outside our control,control. suchThe asaforementioned various factors include:

general economic conditions, including inflation, uncertainties caused by recent banking industry volatility, the threat of recession, financial liquidity, currency volatility or devaluation, supply chain or manufacturing capabilities, and uncertain economic conditions in the United States and abroad, and additional tariffs, including those imposed or that may be imposed or changed by the newcurrent presidential administration in the U.S. and uncertainties relating to the same;

geopolitical tensions, including those that have or may have impact on our customers, such as the conflict between Russia and Ukraine and related economic sanctions, the conflict in the Middle East and surrounding areas, the possible expansion of such conflicts and potential geopolitical consequences, the ongoing tensions between the United States and China, tariff and trade policy changes, and increasing potential of conflict involving countries in Asia that are significant to the Company’s supply chain operations, such as Taiwan and China;

the worldwide shortage of semiconductor chips, componentscomponents, and raw materials, such as copper;

changes in raw material, componentcomponent, and logistics costs;

We are a developer, manufacturermanufacturer, and distributor of high-performance scientific instruments and analytical and diagnostic solutions that enable our customers to explore life and materials at microscopic, molecularmolecular, and cellular levels. Our corporate headquarters are located in Billerica, Massachusetts. We maintain major research and development and manufacturing centers in Europe, AsiaAsia, and North America and we have commercial offices located throughout the world. Bruker is organized into four reportable segments: the Bruker Scientific Instruments (BSI) BioSpin Segment, the BSI CALID Segment, the BSI NANO SegmentSegment, and the Bruker Energy & Supercon Technologies (BEST) Segment.

The following table presents a summary of our consolidated results as of the year ended December 31, 20242025, and 2023 (dollars in millions)2024:

Uses and definitions:

Although our consolidated financial statements have been prepared in accordance with GAAP, we believe that describing revenue excluding the effects of foreign currency, and expenses excluding costs related to restructuring actions, acquisitionimpairment costs, acquisitions, integration and relatedIT integrationtransformation expenses, amortization of acquired intangible assets, costs associated with our global information technology transition initiatives, and other costs (“non-GAAP adjustments”), provides meaningful supplemental information regarding our performance.performance but should not be considered in isolation from or as a replacement for the most directly comparable GAAP financial measures. We rely internally on certain measures that are not calculated according to GAAP. These measures include non-GAAP constant exchange rate (“CER”) currency revenue growth, non-GAAP organic revenue growth, non-GAAP gross profit, non-GAAP gross profit margin, non-GAAP operating income, non-GAAP operating margin, and non-GAAP free cash flow.

Our management believes that these financial measures provide relevant and useful information that is widely used by equity analysts, investorsinvestors, and competitors in our industry, as well as by our management, in assessing both consolidated and business unit performance and are useful measures to evaluate our continuing business. Additionally, management believes free cash flow is a useful measure to evaluate our business as it indicates the amount of cash generated after additions to property, plant, and equipment which is available for, among other things, investments in our business, acquisitions, share repurchases, dividendsdividends, and repayment of debt.

We regularly use these non-GAAP financial measures internally to understand, manage, and evaluate our business results and make operating decisions. We also measure our employees and compensate them, in part, based on such non-GAAP measures and use this information for our planning and forecasting activities. These measures may also be useful to investors in evaluating the underlying operating performance of our business. The presentation of these non-GAAP financial measures is not intended to be a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP, and it may be different from non-GAAP financial measures used by other companies,companies and therefore,therefore may not be comparable among companies.

Non-GAAP CER currency revenue growth as GAAP revenue excluding the effect of changes in foreign currency translation rates.

FreeNon-GAAP free cash flow as GAAP net cash provided by operating activities less additions to property, plant, and equipment.

Reconciliations of GAAP to Non-GAAP financial measures:

GAAP revenue to non-GAAP CER currency and organic revenue:

GAAP Grossgross Profitprofit and gross profit margin to non-GAAP Grossgross Profitprofit and gross profit margin:

GAAP Operatingoperating income and operating margin to non-GAAP Operatingoperating income and operating margin:

The decrease in our non-GAAP operating margins induring the year ended December 31, 2025, was driven primarily by lower non-GAAP gross profit, the impact of foreign currency translation, and the impact of our 2024 wasacquisitions, primarilypartially dueoffset toby lowercost marginsavings mix and increased costs related to 2024 acquisitions.initiatives.

For the year ended December 31, 2024,2025, our free cash flow wasdecreased $107.2by $92.7 million lowercompared thanto the same period in 2023,2024, primarily due to lower net income and significantan acquisition-relatedincrease expenses.in tax payments in 2025.

A discussion regarding our results of operations for the fiscal year ended December 31, 20232024 compared to 20222023 can be found under Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023,2024, filed with the SEC on FebruaryMarch 29,3, 2024,2025, which is available on the SEC’s website at www.sec.gov and our Investor Relations website at https://.ir.bruker.com under the “Financial Info” section.

The following table presents revenue, change in revenue, and revenue growth by reportable segment for the periods presented (dollars in millions):

The following table presents gross profit and gross profit margins (“GPM”) by reportable segment for the yearsperiods ended December 31, 2024 and 2023 (dollars in millions)reported:

Our selling, general and administrative expenses for the year ended December 31, 2024,2025, increased to 26.6%27.5% of total revenue from 24.6%26.6% of total revenue for the comparable period in 2023.2024. The year over yearyear-over-year increase as a percentage of revenue was primarily due to increased costs associated with prior year acquisitions and foreign exchange headwinds from a resultdeclining U.S. Dollar, partially offset by the impact of increasedcost mixsavings of sales and marketing costs from 2024 acquisitions, increased spending related to additional headcount and personnel expenses, as well as increased consulting and professional fees related to acquisitions, tax, audit and audit-related fees.initiatives.

Our research and development expenses for the year ended December 31, 2024,2025, increased to 11.2%11.5% of total revenue from 9.9%11.2% of total revenue for the comparable period in 2023.2024. We commit substantial resources, efforts, and capital to internal and collaborative research and development projects in order to provide innovative products and solutions to our customers. Additionally, we have been able to gain access to research and development capabilities through acquisitions, acquiring the intellectual property, technology, and expertise of the acquired companies. The increase in research and development costs as a percentage of revenue iswas primarily a result of our increased investment in research and development capabilities, and the mix of research and developments costs fromassociated 2024with prior year acquisitions. Investments are primarily related to additional headcount and personnel expenses as well as increased consulting and professional fees related to research and development activities.

Other charges, net for the year ended December 31, 2024,2025, increaseddecreased to $126.1$71.3 million compared to $52.2$126.1 million for the comparable period in 2023.2024. The year over year increasedecrease was primarily due to $44.9adjustments millionto ofthe acquisition-relatedhybrid litigation charges primarilyliability related to thecertain other majority owned acquisitions of BCA and NanoString as welldescribed asin Note 24, Hybrid Instrument Liabilities which decreased by $74.3 million compared to the comparable period in 2024, offset by an increase ofin $38.1restructuring costs by $22.3 million as a result of the restructuring programs described in acquisition-relatedNote expenses12, dueRestructuring. to costs from 2024 acquisitions. Please referRefer to Note 11, Other Charges, netNet for more details on our other charges, net costs.

The following table presents operating income and operating margins on revenue(“OM”) by reportable segment for the periods presented (dollars in millions)reported:

The effective tax rates for years ended 20242025 and 2023,2024, were 44.2%133.2% and 21.6%,44.2%, respectively. The increase in the Company'sour effective tax rate was primarily due to changesa change in jurisdictional mix, annet increasefavorable indiscrete adjustments related to the tax reserves,impact of the impairment of goodwill, return on provision adjustments, and unfavorabletax return to provision adjustments.reserves.

In addition to the other information set forth in this report,Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in Part I, Item 1A. “Risk Factors” in our Annual Report on2025 Form 10-K for the year ended December 31, 2025,10-K, which could materially affect our business, financial condition or future results. The risks described in this reportQuarterly Report on Form 10-Q and in our Annual Report on2025 Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial conditioncondition, and/or operating results.

The following discussion of our financial condition and results of operations should be read in conjunction with our interim unaudited condensed consolidated financial statements and the notes to those statements included in Part 1, Item 1 of this Quarterly Report on Form 10-Q, and in conjunction with the audited consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2025.2025 (“2025 Form 10-K”). The dollar amounts listed in the tables presented in Management’s Discussion and Analysis of Financial Condition and Results of Operations are in millions of U.S. Dollars.

our working capital requirements and the sufficiency of our cash, borrowingsborrowings, and proceeds of indebtedness to fund our operations and investment activities;

the impact of foreign currency exchange rates and changes in commodity prices; and any other statements that address events or developments that thewe Company intendsintend or believesbelieve will or may occur in the future.

Actual results may differ from those referred to in any forward-looking statements due to a number of factors, including, but not limited to, the risks described in Part I, Item 1A “Risk Factors” in our Annual Report on2025 Form 10-K for the year ended December 31, 2025 and in this Quarterly Report on Form 10-Q. We expressly disclaim any intent or obligation to update these forward-looking statements other than as required by law.

general economic conditions, including inflation, the threat of recession, financial liquidity, currency volatility or devaluation, supply chain or manufacturing capabilities, uncertain economic conditions in the United States and abroad, and additional tariffs, including those currently imposed or that may be imposed or changed byin the current presidential administrationfuture in the U.S. and uncertainties relatingrelated to the same;

geopolitical tensions, including those that have or may have impact on our customers, such as the conflict between Russia and Ukraine and related economic sanctions, conflicts in the Middle East and surrounding areas and hostilities involving Iran, the possible expansion of such conflicts and potential geopolitical consequences, the ongoing tensions between the United States and China, tariff and trade policy changes, and increasing potential conflict involving countries in Asia that are significant to the Company’sour supply chain operations, such as Taiwan and China;

the time it takes between the date customer orders and deposits are received, systems are shipped and accepted by our customerscustomers, and full payment is received;

the worldwide shortage of semiconductor chips, componentscomponents, and raw materials, such as copper;

changes in raw material, componentcomponent, and logistics costs;

Several of these factors have in the past affected and may continue to affect the amount and timing of revenue recognized on sales of our products and receipt of related paymentspayments, and will likely continue to do so in the future. Accordingly, our operating results in any particular quarter may not necessarily be an indication of any future quarter’s operating performance.

We are a developer, manufacturermanufacturer, and distributor of high-performance scientific instruments and analytical and diagnostic solutions that enable our customers to explore life and materials at microscopic, molecularmolecular, and cellular levels. Our corporate headquarters are located in Billerica, Massachusetts. We maintain major research and development and manufacturing centers in Europe, Asia and North AmericaAmerica, and we have commercial offices located throughout the world. As of June 30, 2026, Bruker iswas organized into the following four reportable segments as described in Item 1, Business of our 2025 Form 10-K: the Bruker Scientific Instruments (“BSI”) BioSpin Segment,segment, the BSI CALID Segment,segment, the BSI NANO Segment,segment, and the Bruker Energy & Supercon Technologies (“BEST”) Segment.segment.

The following table presents a summary of our consolidated results as of the threeperiods months ended March 31, 2026, and 2025 (dollars in millions)presented:

Discussion of GAAP and Non-GAAP financial measures follows in the Results of Operations paragraphs.

Our management believes that these financial measures provide relevant and useful information that is widely used by equity analysts, investors, and competitors in our industry, as well as by our management, in assessing both consolidated and business unit performance and are useful measures to evaluate our continuing business. Additionally, management believes free cash flow is a useful measure to evaluate our business as it indicates the amount of cash generated after additions to property, plant, and equipment which is available for, among other things, investments in our business, acquisitions, share repurchases, dividends, and repayment of debt. These non-GAAP measures should be evaluated in the context of our ongoing operating model and may not be indicative of future performance.

We regularly use these non-GAAP financial measures internally to understand, manage, and evaluate our business results and make operating decisions. We also measure our employees and compensate them, in part, based on such non-GAAP measures and use this information for our planning and forecasting activities. These measures may also be useful to investors in evaluating the underlying operating performance of our business. The presentation of these non-GAAP financial measures is not intended to be a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP, and it may be different from non-GAAP financial measures used by other companiescompanies, and thereforetherefore, may not be comparable among companies.

Year-over-year (“yoyYOY”) growth rates are calculated as the percentage increase (or decrease) in respective line items relative to GAAP revenue in the comparable prior year.year period.

The non-GAAP CERorganic revenue declineincrease of 2.8% during the three months ended MarchJune 31,30, 2026, was driven primarily by stronger demand in the biotechnology and pharmaceutical, hospital and clinical, and semiconductor markets for our analytical instruments, and the current year impact of recent acquisitions, partially offset by lower revenue from academic and government research markets. The non-GAAP organic revenue decrease of 0.8% during the six months ended June 30, 2026, was driven primarily by weaker demand in the academic and government research and industrial markets for our analytical instruments, partially offset by higher revenue from semiconductor and hospital and clinical markets as well as the current year impact of recent acquisitions.

For the threesix months ended MarchJune 31,30, 2026, our free cash flow increased by $8.0$50.6 million compared to the same period in 2025, driven by higher operating cashflowcash flow, primarily attributable to the timing of tax and lowervendor capital expenditures.payments.

The overall increase in revenue increase during the threesix months ended MarchJune 31,30, 2026, when compared to the same period for 2025, was driven mostly by foreign exchange tailwinds from a declining U.S. Dollar and the impact of recent acquisitions within the BSI CALID segment. TheRevenue from the BSI BioSpin Segmentand decreaseBSI inNANO revenuesegments wasremained primarilyconsistent driven by weaker demand induring the academicsix andmonths governmentended researchJune market30, and2026, GHz-class NMR system sales activity, with one GHz-class NMR system sold in Q1 2025 aswhen compared to nonethe same period in Q1 2026, partially offset by growth from Pre-Clinical Imaging, services, and software. The2025.The BSI CALID Segmentsegment revenue increase was driven by the impact of recent acquisitions, includingincreased Tofwerkrevenue AGfrom (“Tofwerk”),academic and government research and biotechnology and pharmaceutical markets, as well as increased volumes from the Optics division and their applied market Security Detection business. BSI Nano Segment revenue decline was driven by weaker demand in the academic and government research and industrial markets for our analytical instruments partially offset by higher revenue from the semiconductor market. The BEST revenue increase was driven mainlyprimarily by growth in the low temperature superconductor business and higher revenue fromrelated theto magneticfusion resonanceenergy imagingand market.high-energy physics technologies.

Geographically during the three months ended MarchJune 31,30, 2026, compared to the same period in 2025, our North American revenue decreasedincreased by 0.2% and10.7%, European revenue increased by 12.8%,13.3%, whileand Asia Pacific revenue decreased by 10.3%10.2%. mostlyDuring driventhe six months ended June 30, 2026, our North American revenue increased by China.5.3%, European revenue increased by 13.0%, and Asia Pacific revenue decreased by 10.3%.

The decreaseincrease in total gross profit and gross profit margin during the three and six months ended MarchJune 31,30, 2026, when compared to the same period in 2025, was driven primarily by foreigncost exchangesaving headwindsinitiatives, frompositive a decliningnet U.S. Dollar,tariffs lowerimpact, and higher revenue volume, and unfavorablefor the three months ended June 30, 2026, also by favorable revenue mix, partially offset by cost savings initiatives.mix.

Other charges, net for the three months ended MarchJune 31,30, 2026, decreasedremained toconsistent $26.2at $13.2 million compared to $36.9$14.4 million for the comparablesame period in 2025. TheFor yearthe oversix yearmonths decreaseended wasJune 30, 2026, other charges, net decreased to $39.4 million compared to $51.3 million for the same period in 2025, primarily due to thea $20.7 million decrease in acquisition-related litigation charges driven by the settlement of $18.6prior millionyear litigation matters, while no new significant acquisition-related litigation was incurred in 2025the withcurrent noyear. comparableThis chargesdecrease inwas 2026,partially offset by an increase in long-lived asset impairment charges of $12.2$13.7 million asprimarily arelated resultto impairments of right of use assets and fixed assets in connection with the BSI NANO restructuring programsplan as described in Note 10, Restructuring and Asset Impairments. ReferImpairments, to Noteour 9,unaudited Othercondensed Charges,consolidated Netfinancial forstatements morein detailsthis Quarterly Report on ourForm other charges, net costs.10-Q.

Operating (Loss) Income

The following table presents operating (loss) income and operating margins (“OM”) on revenue by reportable segment for the periods reported:

Early in 2025, the U.S. government imposed or increased tariffs on certain foreign imports into the United States from key trading partners, including Germany and Switzerland. On February 20, 2026, the U.S. Supreme Court struck down certain tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”), and the U.S. Court of International Trade ordered U.S. Customs and Border Protection (“CBP”) to refund such tariffs, subject to potential appeal. On April 20, 2026, CBP launched an online portal for submitting IEEPA tariff refund requests. We have submitted Consolidated Administration and Processing of Entries (“CAPE”) declarations seeking refunds for tariffs paid during fiscal 2025 and the first quarter of fiscal 2026;2026. however,We allrecognize claimstariff remainrefunds subjectupon toapproval CBPby reviewthe IEEPA and validation.record Becausethem as a reduction in the timing and approvalcosts of anyproduct refundsrevenue arein uncertainour andunaudited contingentcondensed uponconsolidated furtherstatements legal,of regulatory,operations andfor administrativethe developments,applicable noperiod. receivableAs hasof June 30, 2026, the majority of our tariff refund requests had been recognized as of March 31, 2026. Any approved refunds, if received, could be material.approved.

Various other tariff programs remain in effect.effect Inand February 2026 the U.S. imposed new temporaryadditional tariff measures currentlyhave scheduledbeen toproposed remainor implemented, and additional measures may be proposed or implemented in placethe through July 2026 and it may impose additional tariffs or extend or expand existing programs.future. These tariff measures and the related uncertainty in global trade markets have contributed to lower‑than‑anticipated bookings, revenues, and profitability, and may continue to adversely affect our business for the foreseeable future. The magnitude and duration of these impacts are difficult to predict, as trade policies may change without notice. We continue to monitor these developments and assess their potential impact on our business, results of operations and financial condition.

The increase in interest and other income (expense), net in the three and six months ended MarchJune 31,30, 2026, aswhen compared to the same period in 2025, was primarily due to the unrealized gain on equity interest investment of $27.6 million recognized during the three and six months ended June 30, 2026, as well as due to the gain on remeasurement of the previously held equity interest in Tofwerk of $12.2 million.million Onrecognized January 6, 2026, we acquiredduring the remainingsix 60.0%month interestended inJune Tofwerk30, and remeasured to fair value the previously held 40.0% interest which was accounted for under the equity method.2026. Refer to Note 3, Acquisitions for more details on the Tofwerk acquisition and Note 11, Interest and Other Income (Expense), netnet, to our unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q for more details on our interest and other income (expense), net.

The Organization for Economic Co-operation and Development (“OECD”) introduced its Pillar Two Framework Model Rules,Rules (“Pillar Two”), which provides guidance for a global minimum tax. Various countries have either enacted or are in the process of enacting legislation to implement this framework. Our income tax provision for the three and six months ended MarchJune 31,30, 2026, reflected currently enacted legislation and guidance related to the model rules. This enacted legislation and guidance did not have a material impact on our income tax provision for the three and six months ended MarchJune 31,30, 2026. TheWe Company continuescontinue to monitor the countries in which itwe operatesoperate as they enact legislation implementing Pillar Two.

We anticipate that our existing cash and cash equivalents and credit facilities will be sufficient to support our operating and investing needs, and other liquidity needsneeds, for at least the next twelve months and the foreseeable future under the currently anticipated business conditions and macroeconomic environment. As of MarchJune 31,30, 2026, we had $133.4$184.9 million in cash and cash equivalents, of which $74.0$69.0 million was held inby our foreign subsidiaries. TheOur Companycash hasand cash equivalents balance includes the positive net position under our notional cash pooling arrangement. We have access to the vast majority of itsour cash and cash equivalent balances held outside of the United States without incurring significant additional tax costs and therefore considers them available for use globally. The amount of funds held in the United States can fluctuate due to the timing of receipts and payments in the ordinary course of business and due to other reasons, such as acquisitions and borrowings. As part of our ongoing liquidity assessments, we regularly monitor the mix of domestic and foreign cash flows (both inflows and outflows). Our future cash requirements could be affected by acquisitions that we may complete, or the payment of common and preferred dividends in the future. Historically, we have used the liquidity generated from cash flow from operations, debt financings, and issuances of common and preferred stock to finance our growth and operating needs. In the future, there are no assurances that we will continue to generate cash flow from operations, that additional financing alternatives will be available to us, if required, or, if available, will be obtained on terms favorable to us.

The following table presents our cash flows from operating activities, investing activitiesactivities, and financing activities for the periods presented (in millions):