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

We compete with several medium and small companies in each of our product categories as well as several large companies, including Danaher Corporation (Pall Corporation and Cytiva), Thermo Fisher Scientific Inc., MilliporeSigma and Sartorius. Many of our competitors are large, well-capitalized companies that may have greater financial, manufacturing, marketing, research and development (“R&D”) resources than we have, as well as stronger name recognition, longer operating histories and benefits derived from greater economies of scale. As a consequence, they are able to spend more aggressively on product development, marketing, sales and other product initiatives than we can, and may have additional lines of products and the ability to bundle products.

TheAlthough we do not currently have any customers that represent more than 10% of our consolidated revenues, the loss of, or a significant reduction in orders from, any of our large customers, including following any termination or failure to renew a long-term supply contract, would significantly reduce our revenues and harm our results of operations. If a large customer purchases fewer of our products, defers orders or fails to place additional orders with us for any reason, including for business continuity purposes, our revenue could decline, and our operating results may not meet market expectations.

Risks Related to Product DevelopmentDevelopment, Strategic Investments, Collaborations and Acquisitions

As a part of our growth strategy, we may make selected acquisitions of complementary products and/or businesses, such as our most recent acquisitions of Tanttithe 908 Devices Inc. PAT Portfolio,Tantti Laboratory Inc., Metenova Holding AB and FlexBiosys, Inc. Any acquisition involves numerous risks and operational, financial, and managerial challenges, including the following, any of which could adversely affect our business, financial condition, or results of operations:

OurAny future corporate restructuring and the associated headcount reduction may not result in anticipated savings, could result in total costs and expenses that are greater than expected and could disrupt our business.

In July 2023, ourwe Board of Directors (“Board”) authorized the Company's management team to undertakeundertook restructuring activities to simplify and streamline our organization and strengthen the overall effectiveness of ouroperations. operationsWe (themay “Restructuringneed Plan”).to Asundertake partanother oforganizational restructuring in the Restructuring Plan, we consolidated a portion of our manufacturing business between certain U.S. locations and reduced our headcount.future. We may not realize, in full or in part, the anticipated benefits, savings and improvements in our cost structure from ourany future restructuring efforts due to unforeseen difficulties, delays or unexpected costs. If we are unable to realize the expected operational efficiencies and cost savings from thea Restructuring Plan,restructuring, our operating results and financial condition couldwould be adversely affected. Furthermore, theour Restructuringrestructuring Planplan may be disruptive to our operations. FurtherFor restructuringexample, andany cost-cuttingfuture activitiesheadcount may be required andreductions could yield unintendedunanticipated consequences and costs,consequences, such as aincreased reductiondifficulties in morale among our remaining employees, adverse effects to our reputation as both an employer and with respect to customers, the loss of institutional knowledge and expertise, and increased likelihood of turnover of key members of management and employees, all of which can impede our ability to successfully implementimplementing our business strategy, andincluding consequently,retention of our business,remaining financialemployees. condition,A andfuture resultsrestructuring ofmay operationslead to employee litigation related to the headcount reduction, which could be materiallycostly and adverselyprevent affected.management from fully concentrating on the business.

WeOur conductinternational asales largeare portionoften of our businessdenominated in internationalforeign markets.currencies. For the fiscal year ended December 31, 2024,2025, 37.0%39.5% of our revenues were denominated in foreign currencies with the primary foreign currency exposures being the SwedishEuro, krona,South EuroKorean Won and ChineseJapanese yuan.Yen. We are exposed to the risk of an increase or decrease in the value of the foreign currencies relative to the U.S. dollar, which could decrease the value of our revenue and increase the value of our expenses and costs when measured in U.S. dollars. These fluctuations could also adversely affect the demand for products and services provided by us. As a result, our results of operationoperations may be influenced by the effects of future exchange rate fluctuations and such effects may have an adverse impact on our common stock price.

Actual events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions, transactional counterparties or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems. For example, on March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation (“FDIC”) as receiver. Similarly, on March 12, 2023, Signature Bank and Silvergate Capital Corp. were each swept into receivership. If any of our lenders or counterparties to any such instruments were to be placed into receivership, we may be unable to access such funds. We have a banking relationship with SVB and hold cash, cash equivalents and marketable securities of $0.3 million as of December 31, 2024 in SVB depository accounts to cover short-term operational payments. While we have not experienced any losses in such accounts, the recent failure of SVB caused us to utilize our accounts at other financial institutions in order to mitigate potential operational risks stemming from the temporary inability to access funds in our SVB operating accounts. In addition, if any of our customers, suppliers or other parties with whom we conduct business are unable to access funds pursuant to such instruments or lending arrangements with such a financial institution, such parties’ ability to pay their obligations to us or to enter into new commercial arrangements requiring additional payments to us could be adversely affected.

In addition, any further deterioration in the global economy or financial services industry, including butany not limited to the changechanges in the U.S. presidential administration,administration policies, or increased U.S. trade tariffs and trade disputes with other countries could lead to losses or defaults by our suppliers, which in turn,turn could have a material adverse effect on our current and/or projected business operations and results of operations and financial condition. For example, increased tariffs on essential materials could raise production costs and reduce profitability if we are unable to pass these costs on to customers. Additionally, retaliatory trade measures by other countries could limit our access to key international markets, restricting revenue growth. Any delays or disruptions in our supply chain due to geopolitical tensions, regulatory changes, or trade disputes could adversely affect our ability to manufacture and deliver products, potentially impacting our financial performance and customer relationships.

The market price of our common stock, like that of the common stock of many other companies with similar market capitalizations, is highly volatile. The stock market in general, and the market for life sciences, biotechnology and pharmaceutical companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of specific companies, the conflict in Ukraine and Israel, and rising inflation and changing interest rates in the United States, which have resulted in decreased stock prices for many companies notwithstanding the lack of a fundamental change in their underlying business models or prospects. Broad market and industry factors, including potentially worsening economic conditions, may adversely affect the market price of our common stock, regardless of our actual operating performance.

Effective internal controls are necessary to provide reliable financial reports and to assist in the effective prevention of fraud. Any inability to provide reliable financial reports or prevent fraud could harm our business. We regularly review and update our internal controls, disclosure controls and procedures, and corporate governance policies. In addition, we are required under the Sarbanes-Oxley Act of 2002 to report annually on our internal control over financial reporting. Any system of internal controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met, including objectives that may involve our reliance on third-party advisors and professionals As discussed below in Part II, Item 9A, “Controls and Procedures,” of this report, we have identified material weaknesses in our internal control over financial reporting related to (i) controls related to revenue recognition specific to the evaluation of accounting for contract terms, (ii) information technology (“IT”) general controls for information systems that are relevant to the preparation of our financial statements, and (iii) business process-level controls related to inventory valuation and the financial statement close process either in a timely manner or with an appropriate precision threshold. As a result of these material weaknesses, our management concluded that our internal control over financial reporting was not effective as of December 31, 2024.professionals.

We will continue to monitor the design and operating effectiveness of these and other processes, procedures and controls and make any further changes management determines appropriate. While we are undertaking efforts to remediate these material weaknesses, the material weaknesses will not be considered remediated until our remediation plan has been fully implemented, the applicable controls operate for a sufficient period of time, and wemanagement have concluded,concludes, through testing, that the newly implemented and enhancedthese controls are operating effectively. At this time, we cannot predict the success of such efforts or the outcome of our assessment of the remediation efforts. We canmay givealso no assuranceconclude that ouradditional effortsmeasures willare required to remediate thesethe material weaknesses in our internal control over financial reporting, or that additional material weaknesses will not be identified in the future. The effectiveness of our internal control over financial reporting is subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the possibility of human error and the risk of fraud. If we are unable to remediate the material weaknesses, our ability to record, process and report financial information accurately, and to prepare the consolidated financial statements within the time periods specified by the rules and regulations of the SEC, could be adversely affected which, in turn, may adversely affect our reputation and business and the trading price of our common stock.reporting.

Corporate tax reform, base-erosion efforts and tax transparency continue to be high priorities in many tax jurisdictions where we have business operations. As a result, policies regarding corporate income and other taxes in numerous jurisdictions are under heightened scrutinyscrutiny, and tax reform legislation is being proposed or enacted in a number of jurisdictions. There is no assurance that our actual income tax liability will not be materially different than what is reflected in our income tax (provision or benefit) provisions and accruals as a result of changes in tax laws.

Due to the large scale of our international business activities, any substantial changes in international corporate tax policies, enforcement activities or legislative initiatives—such as those introduced under the OBBBA—may materially adversely affect our business, the amount of taxes we are required to pay and our financial condition and results of operations generally.

Section 382 and 383 of the Internal Revenue Code of 1986, as amended, contain rules that limit the ability of a company that undergoes an ownership change, which is generally any change in ownership of more than 50 percentage points of its stock over a three-year period, to utilize its net operating loss and tax credit carryforwards and certain built-in losses recognized in years after the ownership change. These rules generally operate by focusing on ownership changes involving stockholders owning directly or indirectly 5% or more of the stock of a company and any change in ownership arising from a new issuance of stock by the company. Generally, if an ownership change occurs, the yearly taxable income limitation on the use of net operating loss and tax credit carryforwards and certain built-in losses is equal to the product of the applicable long-term, tax-exempt rate and the value of the company’s stock immediately before the ownership change. We may be unable to offset our taxable income with losses, or our tax liability with credits, before such losses and credits expire and therefore would incur larger federal income tax liability. Federal net operating losses generated after December 31, 2017, are not subject to expiration and generally may not be carried back to prior taxable years except that, under the Coronavirus Aid, Relief, and Economic Security Act, net operating losses generated in 2018, 2019 and 2020 may be carried back five taxable years. Additionally, for taxable years beginning after December 31, 2020, the deductibility of such deferraldeferred net operating losses is limited to 80% of our taxable income in any future taxable year.

We are subject to U.S. export controls and sanctions regulations that restrict the shipment or provision of certain products and services to certain countries, governments, and persons.persons, including those administered by the Bureau of Industry and Security (“BIS”). While we take precautions to prevent our products and services from being exported in violation of these laws, we cannot guarantee that the precautions we take will prevent violations of export control and sanctions laws. We believe that, in the past, we and our subsidiaries may have exported certain products without a required export license in apparent violation of U.S. export control laws. As a result, we have submitted to the U.S. Department of Commerce’s Bureau of Industry and Security various notices of voluntary self-disclosure concerning potential violations. If we are found to be in violation of U.S. sanctions or export control laws, it could result in substantial fines and penalties for us and for the individuals working for us. We may also be adversely affected through other penalties, reputational harm, loss of access to certain markets, or otherwise.

Complying with export control and sanction regulations may be time-consuming and may result in the delay or loss of sales opportunities or impose other costs. Any change in export or import regulations, economic sanctions or related legislation, or change in the countries, governments, persons or technologies targeted by such regulations, could result in our decreased ability to export or sell certain products to existing or potential customers in affected jurisdictions. Additionally, geopolitical tensions and heightened regulatory scrutiny could lead to delays in obtaining BIS licenses, which may postpone exports and disrupt our ability to meet customer demand.

Investor advocacy groups, certain institutional investors, investment funds, other market participants and other stakeholders have focused increasingly on the Environmental, Social and Governance (“ESG”) practices of companies, including those associated with climate change. These parties have placed increased importance on the importance on the implications of the social cost of their investments. If our ESG practices do not meet investorevolving investor, regulatory, or other industry stakeholderexpectations, expectationsour reputation, investor confidence, and standards, which continue to evolve, our reputation and associateemployee retention may be negatively impacted based on an assessment of our ESG practices.impacted. Any sustainability disclosures we make may include our policies and practices on a variety of social and ethical matters, including corporate governance, environmental compliance, employee health and safety practices,safety, human capital management, product quality, supply chain management, and workforce inclusion. It is possible that stakeholdersStakeholders may not be satisfied with our ESG practices or the speedpace of their adoption, or that we may notfail sufficientlyto communicate ourthem effectively. Compliance with emerging ESG practicesregulations, sufficientlyincluding tothe stakeholders.EU Werequirements, could alsoresult incurin additional costs and requireresource additionalcommitments resourcesfor tomonitoring, monitor, report,reporting, and complyassurance. with various ESG practices. In addition, investorsInvestors may decide toalso refrain from investing in us asbased a result ofon their assessment of our approach to and consideration of the ESG factors.approach.

In addition, we face physical risks associated with climate change.change, These physical risks include risks to our manufacturing and supply chain fromincluding flooding, severe storms, wildfires, droughtsdroughts, orand extreme temperatures, all of which could disrupt manufacturing and supply chains, increase costscosts, and impair our ability to meet customer demands in a timely manner.demand. To date, we have not experienced material losses or operational disruptions to our operations related to climate change,change and we do not anticipate that these risks will have a material impact to our Company in the near term. However, future events could materially impact our business.

Information pertaining to fiscal years 20232024 and 20222023 was included in the Company’s Annual Report on Form 10-K/A (“Form 10-K/A”) for the year ended December 31, 2023,2024, on pages 3639 through 5052 under Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which was filed with the Securities and Exchange CommissionSEC on NovemberMarch 18,14, 2024 and Form 10-K for the year ended December 31, 2022, on pages 37 through 53 under Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which was filed with the Securities and Exchange Commission on February 22, 2023, respectively.2025.

Repligen and its subsidiaries, collectively doing business as Repligen Corporation (“Repligen”, “we”, “our”, or “the Company”) is a global life sciences company that develops and commercializes highly innovated bioprocessing technologytechnologies and systems that increase efficiencies and flexibility in the process of manufacturing biological drugs.

As the overall market for biologics continues to grow and expand, our customers – primarily large biopharmaceutical companies and contract development and manufacturing organizations (“CDMOs”) and other life sciences companies (integrators) – face critical production cost, capacity, quality and time pressures. BuiltOur products help enable customers to address these concerns, ourboth productsaccelerating helpdevelopment setand newimproving standards for the way biologics are manufactured.yields. We are committed to inspiring advances in bioprocessing as a trusted partner in the production of critical biologic drugs – including monoclonal antibodies (“mAbs”), and mAb derivatives like antibody drug conjugates, recombinant proteins, RNA-based therapeutics and vaccines and cell and gene therapies (“C&GT”) – that are improving human health worldwide. Increasingly, our technologies are being implemented to overcome challenges in processing plasmid DNA (a starting material for the production of mRNA) and gene delivery vectors such as lentivirus and adeno-associated viral vectors. For more information regarding our business, products and acquisitions, see above sections in Part I, Item 1. "Business" including “Overview”, “Ourincluded Products”,in “2024this Acquisitions”,Annual “2023Report Acquisitions”on andForm “Our Market Opportunity” sections therein.10-K.

As a result of our global presence, a significant portion of our revenue and expenses is denominated in currencies other than the United States (“U.S.”) dollar. We are therefore subject to non-U.S. exchange exposure. Exchange rates can be volatile and a substantial weakening or strengthening of foreign currencies against the U.S. dollar could increase or reduce our revenue and gross profit margin and impact the comparability of results from period to period.

We have experienced, and expect to continue to experience, cost inflation, primarily in raw materials,materials and other supply chain costs, as a result of global macroeconomic trends, including global geopolitical conflicts and labor shortages. Actions taken to mitigate supply chain disruptions and inflation, including price increases and productivity improvements, have generally been successful in offsetting the impact of these trends. In addition, decreasing demand for vaccines for the COVID-19 pandemic, including all subsequent variants of the SARS-CoV-1 coronavirus (“COVID-19”) is driving a reduction in future demand of our products related to these vaccines. We expect that these trends will continue to impactmonitor ourthe resultseffects forof 2025tariffs asimplemented well.by the Trump administration and the potential imposition of modified or additional tariffs.

We generate revenue from the sale of bioprocessing products, equipment devices, and related consumables used with these equipment devices to customers in the life science and biopharmaceutical industries. Under Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers,” revenue is recognized when, or as, obligations under the terms of a contract are satisfied, which occurs when control of the promised products or services is transferred to customers. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring those products or services to a customercustomers (“transaction price”). To the extent the transaction price includes variable consideration, such as sales rebates, we estimate the amount of variable consideration that should be included in the transaction price utilizing the expected value method or the most likely amount method, depending on the facts and circumstances relative to the contract. Variable consideration is included in the transaction price if, in our judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Estimates of variable consideration and the determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all information (historical, current and forecasted) that is reasonably available. Sales, value add, and other taxes collected on behalf of third parties are excluded from revenue.

We value inventory at cost or, if lower, net realizable value, using the first-in, first-out method. We review our inventory at least quarterly and record a provision for excess and obsolete inventory based primarily on historical consumption patterns, our estimates of expected future sales volume, production capacityvolume and expiration dates of raw materials, work-in-process and finished products. We write down inventory that has become obsolete, inventory that has a cost basis in excess of its expected net realizable value, and inventory in excess of expected requirements to cost of goods sold in our consolidated statements of comprehensive income.income or loss. Manufacturing of bioprocessing finished goods is done to order and tested for quality specifications prior to shipment.

Total consideration transferred for acquisitions is allocated to the tangible and intangible assets acquired and liabilities assumed, if any, based on their fair values at the dates of acquisition. This purchase price allocation process requires management to make significant estimates and assumptions with respect to intangible assets and deferred revenue obligations.assets. The fair value of identifiable intangible assets is based on detailed valuations that use information and assumptions determined by management. Any excess of purchase price over the fair value of the net tangible and intangible assets acquired is allocated to goodwill. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as any contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of comprehensive income.income Theor Company estimates the fair value of the contingent consideration earnouts using a Monte Carlo Simulation and updates the fair value of the contingent consideration at each reporting period based on the estimated probability of achieving the earnout targets and applying a discount rate that captures the risk associated with the expected contingent payments. To the extent that our estimates change in the future regarding the likelihood of achieving these targets, we may need to record material adjustments to our accrued contingent consideration. Such changes in the fair value of contingent consideration are recorded as contingent consideration in our consolidated statements of comprehensive income. The fair value of contingent consideration obligations for the year ended December 31, 2024 had a net change of $3.2 million primarily related to the change in the contingent consideration obligations from the acquisition of Avitide, Inc. (“Avitide”) in September 2021.loss.

We use the income approach to determine the fair value of certain identifiable intangible assets including customer relationships and developed technology. This approach determines fair value by estimating after-tax cash flows attributable to these assets over their respective useful lives and then discounting these after-tax cash flows back to a present value. WeThe baseCompany ourbases its assumptions on estimates of future cash flows, expected growth rates, expected trends in technology, etc. We base the discountDiscount rates used to arrive at a present value as of the date of acquisition are based on the time value of money and certain industry-specific risk factors. WeThe believeCompany believes the estimated purchased customer relationships, developed technologies, trademark/tradename, patents, non-competition agreementstradename and in-processother researchintangible andassets developmentidentified ("R&D")in amountsits so determinedacquisitions represent the fair value at the date of acquisitionacquisition, and do not exceed the amount a third-party would pay for thesuch assets.

Intangible assets with a definite life are amortized over their useful lives using the straight-line method and the amortization expense is recorded within cost of goods sold, research and development, and selling, general and administrative expense in the consolidated statements of comprehensive income.income or loss. Intangible assets and their related useful lives are reviewed at least annually to determine if any adverse conditions exist, that would indicate the carrying value of these assets may not be recoverable. More frequent impairment assessments are conducted if certain conditions exist, including a change in the competitive landscape, any internal decisions to pursue new or different technology strategies, a loss of a significant customer, or a significant change in the marketplace, including changes in the prices paid for the Company’s products or changes in the size of the market for the Company’s products. If impairment indicators are present, the Company determines whether the underlying intangible asset is recoverable through estimated future undiscounted cash flows. If the asset is not found to be recoverable, it is written down to the estimated fair value of the asset based on the sum of the future discounted cash flows expected to result from the use and disposition of the asset. If the estimate of an intangible asset’s remaining useful life is changed, the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. The Company continues to believe that its definite-lived intangible assets are recoverable at December 31, 2024.2025.

Deferred taxes are determined based on the difference between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Valuation allowances are provided, if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. We account for uncertain tax positions using a “more-likely-than-not” threshold for recognizing and resolving uncertain tax positions. The evaluation of uncertain tax positions is based on factors including, but not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position. We evaluate our tax position on a quarterly basis. We also accrue for potential interest and penalties related to unrecognized tax benefits in income tax expense. We are subject to a territorial tax system under the Tax Cuts and Jobs Act enacted in December 2017, in which we are required to provide for tax on Global Intangible Low-Taxed Income (“GILTI”) earned by certain foreign subsidiaries. We adopted an accounting policy to provide for the tax expense related to GILTI in the year the tax is incurred as a period expense.

Recent accountingAccounting standards updatePronouncements

SeeFor more information about recent accounting pronouncements, refer to Note 2, “Summary of Significant Accounting Policies – Recent Accounting Standards Updates,” to our consolidated financial statements, included within Part IV, Item 15, “Exhibits and Financial Statement Schedules”, in this reportAnnual forReport moreon information.Form 10-K.

The following discussion of the financial condition and results of operations should be read in conjunction with the accompanying consolidated financial statements and the related footnotesfootnotes, thereto.included within Part IV, Item 15, “Exhibits and Financial Statement Schedules”, in this Annual Report on Form 10-K. All dollar and percentage changes made herein refer to the year ended December 31, 2025, compared with the year ended December 31, 2024, unless otherwise noted.

Total revenues for years ended December 31, 2024 and 2023 were comprised of the following:

Product revenuesrevenue

SinceWe 2016,are we have been increasinglycontinuously focused on selling our products directly to customers in the pharmaceuticallife industrysciences and topharmaceutical ourindustries, contractincluding manufacturers.CDMOs. These direct sales have represented 90.8% of our total product revenue during 2025 compared to 89.7% of our total product revenue during 2024 compared to 85.8% of our total product revenue in 2023.2024. Sales of our bioprocessing products can be impacted by the timing of large-scale production orders and the regulatory approvals for such antibodies, which may result in significant quarterly fluctuations.

Revenue from the sale of our products which make up our filtration, chromatography, process analytics and proteins franchises comes from the sale of a number of products as described in Part I, Item 1. “Business - Our Products” of this report. Other revenue primarily consists of revenue from the sale of our operating room products to hospitals as well as freight revenue.

Royalty revenuesand other revenue for all periods presented relate to royalties received from a third-party systems manufacturer associated with our OPUS® chromatography columns. Royalty revenues are variable and are dependent on sales generated by our partner.partners.

GrossIn margin2025, wascost 43.3%of ingoods 2024,sold decreased $7.8 million, or 2.2%, compared to 44.0%2024. The decrease in 2023.cost Theof reductiongoods in gross margin in 2024 as compared to 2023,sold is primarily due to lower costs related to scrap, excess and obsolete inventory and restructuring activities asin noted2025, abovecompared duringto 2024those incurred in 2024. Restructuring relates to activities to simplify and streamline our organization and strengthen the overall effectiveness of our operations,operations. whichThese decreases were $13.6partially millionoffset by higher inexport 2024duties, thandirect 2023.material Partiallyand offsettinglabor this increase in costs, margins increased as a result of a change in product mix.costs.

Research and development expenses (“R&D”) expenses are related to the development of products supporting bioprocessing products,operations, which include personnel,personnel compensation, supplies and other research expenses. Due to the fact that these various programs share personnel and fixed costs, we do not track all of our expenses or allocate any fixed costs by program, and therefore, have not provided historical costs incurred by project.

Selling, general and administrative (“SG&A”) expenses include the costs associated with selling our commercial products and costs required to support our marketing efforts,efforts. includingIt also includes legal, accounting, patent, shareholder services, amortization of intangible assets and other administrative functions.

The matters discussed in this Quarterly Report on Form 10-Q include forward-looking statements that involve risks or uncertainties. These statements are neither promises nor guarantees, but are based on various assumptions by management regarding future circumstances, over many of which Repligen has little or no control. A number of important risks and uncertainties, including those identified under the caption “Risk Factors” in Part I, Item 1A of our Form 10-K for the period ended December 31, 2025 and in subsequent filings, could cause our actual results to differ materially from those in the forward-looking statements. ThereThe areinformation nopresented materialbelow changes tosupplements the riskrisks factorsand describeduncertainties identified under the caption “Risk Factors” in Part I, Item 1A of our Form 10-K for the period ended December 31, 2025.

We have been monitoring the effects of tariffs implemented by the Trump administration and the potential imposition of modified or additional tariffs. On February 20, 2026, the U.S. Supreme Court rendered a decision invalidating tariffs imposed by the Trump administration under the International Emergency Economic Powers Act.Act (“IEEPA”). This decision introduces uncertainty regarding the refund process and future trade policy actions and could impact our cost structure and supply-chain planning. We will continue to monitor the effects of tariffs implemented by the Trump administration and the potential imposition of modified or additional tariffs.

2025 AcquisitionAcquisitions

The following discussion of our financial condition and results of operations should be read in conjunction with the accompanying condensed consolidated financial statements and the related footnotes in this Quarterly Report on Form 10-Q. All dollar and percentage changes made herein refer to the three and six months ended MarchJune 31,30, 2026, compared with the three and six months ended MarchJune 31,30, 2025, unless otherwise noted. Certain prior year amounts have been reclassified to conform with the current year presentation.

Total revenues for the three and six months ended MarchJune 31,30, 2026 and 2025 were as follows:

During the three and six months ended MarchJune 31,30, 2026, product revenue increased by $25.1$21.8 million, or 14.8%,11.9%, and $46.8 million, or 13.3%, respectively, as compared to the same period in 2025. This growth is widespread across our portfolio of products and includes significant contributions from all our franchises. Geographically, product revenue increased 4.8% in North America, 22.9% in Europe and 29.4% in Asia Pacific and the rest of the world. Related to our acquisitions, products acquired from 908 Devices PAT Portfolio contributed $2.4 million in revenue during the three months ended March 31, 2026.

Royalty and other revenues in the three and six months ended MarchJune 31,30, 2026 and 2025 relate to royalties received from a third-party systems manufacturer associated with our OPUS® chromatography columns. Royalty revenues are variable and are dependent on sales generated by our partners.

Total costs and operating expenses for the three and six months ended MarchJune 31,30, 2026 and 2025 were comprised of the following:

During the three and six months ended MarchJune 31,30, 2026, cost of goods sold increased by $8.2$4.7 million, or 10.5%5.3%, and $12.9 million, or 7.7%, respectively, compared to the same period in 2025. Gross margin increased to 55.7%53.9% for the three months ended MarchJune 31,30, 20262026, compared to 54.0%51.0% for the same period in 2025. Gross margin increased to 54.8% for the six months ended June 30, 2026, compared to 52.4% for the same period in 2025. The increase in cost of goods sold is primarily driven by higher product sales compared to the same periodperiods in 2025, partially offset by improved leverage on indirect labor and overhead. The increase in gross margin is driven by higher product sales, favorable product mix and improved leverage on indirect labor and overhead.

R&D expenses increased by $2.3$0.4 million, or 19.3%3.2%, and $2.8 million, or 10.7%, respectively, during the three and six months ended MarchJune 31,30, 2026, as compared to the same period in 2025. The primary driver of the increase in R&D costs during the six months ended June 30, 2026 is primarilyincremental drivenR&D byfrom the 908 Devices PAT Portfolio acquisition which have been included in our consolidated results of operations since March 2025.acquisition.

SG&A costs increased by $5.8$5.7 million, or 8.1%, and $11.5 million, or 8.2%, respectively, during the three and six months ended MarchJune 31,30, 2026 as compared to the same period in 2025. The primary driver of the increase in SG&A costs is investment in personnel costs to support growth, driven by increased headcount.

Restructuring activities and other charges decreasedincreased by $0.5$0.6 million, or 24.2%,25.7%, during the three months ended MarchJune 31,30, 2026 as compared to the same period in 2025.

During the first quarter of 2026, we initiated a series of restructuring activities to simplify the global manufacturing footprint of the organization and align itsour workforce to support long-term company growth. These activities will include a series of site optimization phases with the purpose of improving operating efficiency.efficiency and are expected to be completed by the end of 2027.

The table below provides detail regarding our other income (expense) income,, net:

Investment income includes income earned on cash, cash equivalents and marketable securities. Our investment income decreased by $1.0$0.2 million and $1.1 million for the three and six months ended MarchJune 31,30, 2026, respectively, as compared to the same periodperiods in 2025 due to a reduction in interest rates. We expect investment income to vary based on changes in the amount of funds invested and fluctuation of interest rates.

Interest expense increased by $0.3 million and $0.6 million for the three and six months ended MarchJune 31,30, 20262026, respectively, as compared to the same periodperiods in 2025. Interest expense includes contractual coupon interest on ourthe outstanding2023 convertibleNotes, notesas defined below, and the associated accretion of the discount. The discount is being accreted into interest expense using the effective interest method over the term of the 2023 Notes, as defined below.Notes. See Note 8, “Convertible Senior Notes” to our condensed consolidated financial statements included in this report for more information.

On March 30, 2026, we completed the sale of Polymem S.A.S. (“Polymem”) for total consideration of approximately$3.6 $4.4million, million.net of cash divested. We recognized a net loss on the sale of business of $13.7 million during the threesix months ended MarchJune 31,30, 2026 of $13.8 million.2026.

Other expense, net increased by $0.5$3.8 million and $4.2 million for the three and six months ended MarchJune 31,30, 20262026, respectively, as compared to the same period in 2025. Other expense, net primarily includes the changes in foreign currency transaction gains and losses, revaluation impact of intercompany loans with subsidiaries and unrealized and realized impacts of foreign exchange forward contracts.

Income tax (benefit) provision for the three and six months ended MarchJune 31,30, 2026 and 2025 was as follows:

For the three and six months ended MarchJune 31,30, 2026, we recorded an income tax benefitprovision of $6.6$9.1 million.million and $2.6 million, respectively. The effective tax rate was (370.3)%64.6% and 16.2% for the three and six months ended MarchJune 31,30, 20262026, respectively, and is based upon the estimated income for the year ending December 31, 2026 and the composition of income in different jurisdictions.

The difference in effective tax rates between the periods was primarily due to the Polymem divestiture offset by lower stockcontingent windfallconsideration tax benefits. Our effective tax rate for the three months ended MarchJune 31,30, 2026 was higher than the U.S. statutory rate of 21% primarily due to additional discrete expense related to the Polymem Divestiture. Our effective tax rate for the six months ended June 30, 2026 was lower than the U.S. statutory rate of 21% primarily due to the Polymem divestiture.

The conditional conversion features of the 2023 Notes were not triggered during the calendar quarter ended MarchJune 31,30, 2026, therefore, the 2023 Notes are not convertible during the calendar quarter ended JuneSeptember 30, 2026 pursuant to the applicable last reported sales price conditions, as stated in the indenture governing the 2023 Notes.

For the threesix months ended MarchJune 31,30, 2025,2026, our operating activities provided cash of $15.0$61.1 million reflecting net income of $5.8$13.3 million and non-cash charges totaling $35.6$82.6 million primarily related to depreciation and intangible amortization, unrealized loss on derivatives,sale of Polymem, stock-based compensation, operating lease right of use asset amortization,amortization and amortization of debt discount and issuance costs, partially offset by net unrealized foreign exchange gains. The non-cash charges were partially offset by unfavorable changes in workingdeferred capitalincome oftaxes, $26.4 million. This is primarily driven by an increase accounts receivable of $9.9 million due to timing of salesnet and receipts from customers, accounts payable and accrued expenses used cash of $4.9 million due to timing of payments to vendors, and inventory manufactured used cash of $3.8 million. The remaining cash used in operating activities resulted from unfavorable changes in various other workingnon-cash capital accounts.items.

Our investing activities consumed $4.0$6.1 million of cash during the threesix months ended MarchJune 31,30, 2026, which was primarily driven by purchases of marketable securities of $64.6$130.7 million and capital expenditures of $4.9$11.0 million, inclusive of $0.2$1.0 million of capitalized costs related to our internal-use software. This was partially offset by maturities of marketable securities of $66.0$132.0 million and proceeds received, net of cash divested from our sale of Polymem of $3.6 million.

Our investing activities consumed $74.1$81.9 million of cash during the threesix months ended MarchJune 31,30, 2025, which was primarily driven by the acquisition of the 908 Devices PAT Portfolio, net of cash acquired, of $69.7$69.9 million. Capital expenditures during the threesix months ended MarchJune 31,30, 2025 consumed $4.4$12.0 million, including $0.9$1.4 million of capitalized costs related to our internal-use software.

Our financing activities consumed $5.5$11.7 million of cash for the threesix months ended MarchJune 31,30, 2026, which was primarily driven by cash disbursed related to the tax withholding obligation on vesting of restricted stock units.units for $6.6 million and cash payments for a portion of the contingent earnout obligation related to the acquisition of Tantti for $5.2 million.

Our financing activities consumed $5.0$15.2 million of cash for the threesix months ended MarchJune 31,30, 2025, drivenpredominantly bydue $6.5to $7.2 million in cash disbursed for shares withheld to cover employee income tax due upon the vesting and release of restricted stock units. This cash consumption wasunits, partially offset by $1.5proceeds million of proceedsreceived from the exercise of stock optionsoption exercises during the period.period of $1.5 million. In addition, we made payments of $2.6 million and $6.9 million to settle the cash portion of the contingent earnout obligations related to our acquisition of FlexBiosys in April 2023 and Avitide in September 2021, respectively.

The effect of exchange rate changes on cash during the three and six months ended MarchJune 31,30, 2026, is a result of using multiple currencies across the group, with the Euro and Swedish Krona being significant currencies for the group outside of the US Dollar.

Absent acquisitions of additional businesses, products, product candidates or intellectual property,property not reflected herein, we believe our current cash balancesliquidity and future cash flow from operations are adequate to meet our cash needs for at least one year from this Quarterly Report on 10-Q. We expect operating expenses in 2026 to increase as we continue to expand our bioprocessing business. We expect to incur continued spending related to the development and expansion of our bioprocessing product lines and expansion of our commercial capabilities for the foreseeable future. Our future capital requirements may include, but are not limited to, purchases of property, plant and equipment, the acquisition of additional bioprocessing products and technologies to complement our existing manufacturing capabilities, continued investment in our intellectual property portfolio and financing activities to service our outstanding convertible notes.

We plan to continue to invest in our bioprocessing business and in key R&D activities associated with the development of new bioprocessing products. We actively evaluate various strategic transactions on an ongoing basis, including licensing, acquiring or investing in complementary products, technologies or businesses that would complement our existing portfolio. We continue to seek to acquire or invest in such potential assets that may offer us the best opportunity to create value for our shareholders. In order to do so, we may need to seek additional financing to fund these investments. If our available cash balances and anticipated cash flow from operations are insufficient to satisfy our liquidity requirements, for example, due to acquisition-related financing needs, servicing of our outstanding indebtedness or lower demand for our products, among potential other events, we may seek to sell common or preferred equity or convertible debt securities, enter into a credit facility or another form of third-party funding, or seek other debt funding. The sale of equity and convertible debt securities may result in dilution to our shareholders, and those securities may have rights senior to those of our common shares. If we raise additional funds through the issuance of preferred stock, convertible debt securities or other debt financing, these securities or other debt could contain covenants that would restrict our operations. Any other third-party funding arrangement could require us to relinquish valuable rights. We may require additional capital beyond our currently anticipated amounts. Additional capital may not be available on reasonable terms, if at all.

This Quarterly Report on Form 10-Q contains forward-looking statements which are made pursuant to the safe harbor provisions of federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The forward-looking statements in this Quarterly Report on Form 10-Q do not constitute guarantees of future performance. Investors are cautioned that statements in this Quarterly Report on Form 10-Q which are not strictly historical statements, including, without limitation, express or implied statements or guidance regarding current or future financial performance and position, potential impairment of future earnings, management’s strategy, plans and objectives for future operations or acquisitions, expectations and beliefs for the Company’s acquisitions and divestitures, product development and sales, restructuring activities and the expected results thereof, product candidate research, development and regulatory approval, SG&A expenditures, intellectual property, development and manufacturing plans, availability of materials and product and adequacy of capital resources, and our financing plans.plans, constitute forward-looking statements. These forward-looking statements are based on current expectations, estimates, forecasts and projections about the industry and markets in which the Company operates, and management’s beliefs and assumptions. The Company undertakes no obligation to publicly update or revise the statements in light of future developments. In addition, other written and oral statements that constitute forward-looking statements may be made by the Company or on the Company’s behalf. Words such as “expect,” “seek,” “anticipate,” “intend,” “plan,” “believe,” “could,” “estimate,” “may,” “target,” “project,” or variations of such words and similar expressions are intended to identify forward-looking statements. Such forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated, including, without limitation, risks associated with the following: the success of current and future collaborative or supply relationships; our ability to successfully grow our bioprocessing business, including as a result of acquisitions, commercialization or partnership opportunities, and our ability to develop and commercialize products; our ability to obtain required regulatory approvals; our compliance with all U.S. Food and Drug Administration regulations, our ability to obtain, maintain and protect intellectual property rights for our products; the risk of litigation regarding our patent and other intellectual property rights; the risk of litigation with collaborative partners; our manufacturing capabilities and our dependence on third-party manufacturers and value-added resellers; our ability to hire and retain skilled personnel; the market acceptance of our products, reduced demand for our products that adversely impacts our future revenues, cash flows, results of operations and financial condition; our ability to integrate acquired businesses successfully into our business and achieve the expected benefits of the acquisitions;acquisitions, projectionsincluding the anticipated synergies and other benefits of tariffthe impactsBioLife transaction; our ability to complete pending acquisitions, including the pending acquisition of BioLife; our ability to compete with larger, better financed life sciences companies; our history of losses and expectation of incurring losses; our ability to generate future revenues; our ability to successfully integrate acquired businesses; our ability to raise additional capital to fund potential acquisitions; our plans to mitigate our material weaknesses in our internal controls over financial reporting; our volatile stock price; and the effects of our anti-takeover provisions. Further information on potential risk factors that could affect our financial results are included in the filings made by us from time to time with the SEC including under the sections entitled “Risk Factors” in our Form 10-K.10-K and in Part II, Item 1A of this Quarterly Report on Form 10-Q. We assume no obligation to update any forward-looking information contained in this Form 10-Q, except as required by law.