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

International political, compliance and business factors, including the military conflict in Ukraine, Israel’s conflict in Gaza,conflicts and trade tensions between the U.S. and China,tensions, can negatively impact our operations and financial results.

We engage in business globally, with approximately 44%48% of our sales revenue in fiscal 20252026 coming from outside the U.S. Changes, potential changes or uncertainties in social, political, regulatory, and economic conditions or laws and policies governing foreign trade, manufacturing, and development and investment in the territories and countries where we or our customers operate, or governing the health care system, can adversely affect our business and financial results. For example, Congress and the U.S. administration have sought to impose changes to healthcare in the United States,U.S., including government negotiation/regulation of drug prices paid by government programs. Such impacts could negatively impact certain markets we serve, resulting in an adverse impact on our sales revenue.

Our Diagnostics and Spatial Biology segment products include applications in the medical diagnostics market, which relies largely on government healthcare-related policies and funding. Changes in government reimbursement for certain diagnostic tests or reductions in overall healthcare spending could negatively impact us directly or our customers and, correspondingly, our sales to them. For example, our Exosome Diagnostics business develops and sells novel exosome-based diagnostic tests. While we received public payer coverage for certain indications, we have also sought expanded coverage from public payors as well as coverage decisions regarding reimbursement from additional private payers. The process and timeline for obtaining coverage decisions is uncertain and difficult to predict, and reimbursement reductions due to changes in policy regarding coverage of tests or other requirements for payment (such as prior authorization, diagnosis code and other claims edits, or a physician or qualified practitioner’s signature on test requisitions) may be implemented from time to time. Additionally, the U.S. government’s plansnegotiation toof managemost favored nation pricing on certain prescription drugdrugs, prices,and asthe wellpotential asfor itsexpansion recentlyof announcedthis intentionprogram, tomay regulateimpact the customers and industries we serve by increasing the cost of commercializing and/or limiting the profitability of commercialized products. In addition, the potential for expanded regulation of lab developed tests,tests maymay, if such regulation were implemented, also impact the customers and industries we serve by increasing the cost of commercializing and/or limiting the profitability of commercialized products. Payor actions and changes may have a material adverse effect on revenue and earnings associated with our diagnostics products and services.

As part of our business strategy, we acquire businesses, make investments and enter into joint ventures and other strategic relationships in the ordinary course of business, and we also from time to time complete more significant transactions. At the beginning of this fiscal year,2025, we invested in Spear Bio andand, at the beginning of fiscal year 20242024, we completed the acquisition of Lunaphore, a leading developer of fully automated spatial biology solutions. Bio-Techne also obtained a 19.9% ownership stake in Wilson Wolf and will acquire the remaining ownership no later than the end of calendar year 2027. We have also continued participating in our collaborative marketing venture, ScaleReady LLC, with Wilson Wolf and another partner, which addresses the needs of the rapidly expanding cell and gene therapy market. While we believe these business ventures will advance our business strategies and support our growth plans, we may not be successful in managing or integrating them into our Company. Acquisitions, investments, joint ventures and strategic relationships involve a number of additional financial, accounting, managerial, operational, legal, compliance and other risks and challenges, including but not limited to the following, any of which could adversely affect our business and our financial results:

Recruiting and retaining qualified scientific, production, sales and marketing, and management personnel representing diverse backgrounds, experiences and skill sets are critical to our success. The market for highly skilled workers and leaders in our businesses, particularly in the areas of science and technology, is extremely competitive. While retention improved inIn fiscal 2025,2026, a number of our businesses and departments continued to face recruitment and retention challenges, and faced labor availability constraints and inflationary costs. Our growth by acquisition also creates challenges in retaining employees. As we integrate past and future acquisitions and evolve our corporate culture to incorporate new workforces, some employees may not find such integration or cultural changes appealing. The failure to attract and retain such personnel could adversely affect our business.

If we are unable to maintain reliable information technology systems or appropriate controls with respect to global data privacy and security requirements and prevent data breaches, we may suffer regulatory consequences in addition to business consequences. As a global organization, we are subject to data privacy and security laws, regulations, and customer-imposed controls in numerous jurisdictions as a result of having access to and processing confidential, personal and/or sensitive data in the course of our business. For example, in the United States, a small number of our businesses are subject to HIPAA. Entities that violate HIPAA due to a breach of unsecured patient health information, or that arise from a complaint about privacy practices or an audit by the HHS, may be subject to significant civil, criminal and administrative fines and penalties and/or additional reporting and oversight obligations if required to enter into a resolution agreement and corrective action plan with HHS to settle allegations of HIPAA non-compliance. Individual states regulate data breach and security requirements, and multiple governmental bodies assert authority over aspects of the protection of personal privacy. Most notably, inan theincreasing lastnumber several years, someof states, including California, Virginia, Utah, Colorado and Connecticut, have passed broad privacy legislation that could result in more material impacts as implementing regulations are issued. European laws require us to have an approved legal mechanism to transfer personal data out of Europe. Failure to comply with the requirements of GDPR and the applicable national data protection laws of the EU member states may result in fines of up to €20 million or up to 4% of the total worldwide annual turnover of the preceding financial year, whichever is higher, and other administrative penalties. Several other countries such as China and Russia have passed, and other countries are considering passing, laws that require personal data relating to their citizens to be maintained on local servers and impose additional data transfer restrictions. Government enforcement actions can be costly and interrupt the regular operation of our business, and data breaches or violations of data privacy laws can result in fines, reputational damage and civil lawsuits, any of which may adversely affect our business, reputation and financial results.

The manufacture of many of our products is a complex process, and in many cases subject to complex regulations, and if we directly or indirectly encounter problems manufacturing products, our business and financial results could suffer.

The Company’s internal quality control, packaging and distribution operations support the majority of the Company’s sales. Since certain Company products must comply with FDA regulations and because in all instances,instances the Company creates value for its customers through the development of high-quality products, any significant decline in quality or disruption of operations for any reason could adversely affect sales and customer relationships, and therefore adversely affect the business. While we have taken certain steps to manage these operational risks, the Company’s future sales growth and earnings may be adversely affected by perceived disruption risks or actual disruptions.

Climate change resulting from increased concentrations of carbon dioxide and other greenhouse gases in the atmosphere could present risks to our operations. For example, we have significant operations in California, where serious drought has made water less available and more costly and has increased the risk of wildfires. Changes in climate patterns leading to extreme heat waves or unusualunusually cold weather at some of our locations can lead to increased energy usage and costs, or otherwise adversely impact our facilities and operations and disrupt our supply chains and distribution systems. Concern over climate change can also result in new or additional legal or regulatory requirements designed to reduce greenhouse gas emissions or mitigate the effects of climate change on the environment. Any such new or additional legal or regulatory requirements may increase the costs associated with, or disrupt, sourcing, manufacturing and distribution of our products, which may adversely affect our business and financial results. In addition, any failure to adequately address stakeholder expectations with respect to environmental, social and governance (“ESG”) matters may result in the loss of business, adverse reputational impacts, diluted market valuations and challenges in attracting and retaining customers and talented employees. In addition, our adoption of certain standards or mandated compliance to certain requirements could necessitate additional investments that could impact our profitability.

These risks are particularly pronounced in countries in which we do business that do not have levels of protection of corporate proprietary information, intellectual property, technology and other assets comparable to the United States.U.S. We operate globally, with manufacturing operations in Canada, Switzerland, China and the UK, and approximately 44%48% of our revenue in fiscal 20252026 was from outside the United States.U.S. The laws, regulations and enforcement mechanisms in other countries may in some cases be less protective of our intellectual property rights. Our failure to obtain or maintain intellectual property rights that convey competitive advantage, adequately protect our intellectual property or detect or prevent circumvention or unauthorized use of such property and the cost of enforcing our intellectual property rights can adversely impact our business and financial results.

International markets contribute a substantial portion of our revenues, and we intend to continue expanding our presence in these regions. The exposure to fluctuations in currency exchange rates takes on different forms. International revenues and costs are subject to the risk that fluctuations in exchange rates could adversely affect our reported revenues and profitability when translated into U.S. dollars for financial reporting purposes. These fluctuations could also adversely affect the demand for products and services provided by us. As a multinational corporation, our businesses occasionally invoice third-party customers in currencies other than the one in which they primarily do business (the "functional currency"). Movements in the invoiced currency relative to the functional currency could adversely impact our cash flows and our results of operations. As our international sales grow, exposure to fluctuations in currency exchange rates could have a larger effect on our financial results. In fiscal 2025,2026, currency translation had a favorable effect of approximately $3$20 million on revenues due to the value of the U.S. dollar relative to other currencies in which the Company sells products and services.

As a global company, we are subject to taxation in numerous countries, states and other jurisdictions. In particular, we are affected by the impact of changes to tax laws or related authoritative interpretations in the U.S. In preparing our financial results, we record the amount of tax that is payable in each of the countries, states and other jurisdictions in which we operate. Our future effective tax rate, however, may be lower or higher than experienced in the past due to numerous factors, including a change in the mix of our profitability from country to country, changes in accounting for income taxes and recently enacted and future changes in tax laws in jurisdictions in which we operate. Any of these factors could cause us to experience an effective tax rate significantly different from previous periods or our current expectations, which could have an adverse effect on our business, results of operations and cash flows.

We are subject to various local, state, federal, foreign and transnational laws and regulations, which include the operating and security standards of the U.S. FDA, the U.S. Drug Enforcement Agency (the DEA), the U.S. Department of Health and Human Services (the DHHS), the USDA, APHIS, and other comparable agencies and, in the future, any changes to such laws and regulations could adversely affect us. In particular, we are subject to laws and regulations concerning current good manufacturing practices. Our subsidiaries may be required to register for permits and/or licenses with, and may be required to comply with the laws and regulations of, the DEA, the FDA, the DHHS, foreign agencies and/or comparable state agencies as well as certain accrediting bodies depending upon the type of operations and location of product distribution, manufacturing and sale. The manufacture, distribution and marketing of many of our products and services, including medical devices and pharma services, are subject to extensive ongoing regulation by the FDA, the DEA, and other equivalent local, state, federal and non-U.S. regulatory authorities. In addition, we are subject to inspections by these regulatory authorities. For example, the EU has adopted the In Vitro Diagnostic Regulation (the “EU IVDR”), which imposes stricter requirements for the marketing and sale of in vitro diagnostic medical devices, including in the area of clinical evaluation requirements, quality systems and post-market surveillance. Manufacturers of in vitro diagnostics medical devices that have been marketed and sold under the prior regulatory regime now have to comply with some of the new EU IVDR requirements, while the effective date of other requirements have been delayed. Complying with EU IVDR, the regulation applicable to the Company, may require material modifications to our quality management systems, additional resources in certain functions, updates to technical files and additional clinical data in some cases, among other changes. Failure by us or by our customers to comply with the requirements of the EU IVDR, or other requirements imposed by these or similar regulatory authorities, including without limitation, remediating any inspectional observations to the satisfaction of these regulatory authorities, could result in warning letters, product recalls or seizures, monetary sanctions, injunctions to halt manufacture and distribution, restrictions on our operations, civil or criminal sanctions, or withdrawal of existing or denial of pending approvals, including those relating to products or facilities. In addition, such a failure could expose us to contractual or product liability claims, contractual claims from our customers, including claims for reimbursement for lost or damaged active pharmaceutical ingredients, as well as ongoing remediation and increased compliance costs, any or all of which could be significant. We are the sole manufacturer of a number of products for many of our customers and a negative regulatory event could impact our customers’ ability to provide products to their customers.

Significant developments or changes in U.S. laws and policies (including as a result of changes in party control of Congress or decisions from the U.S. Supreme Court), such as laws and policies governing foreign trade, manufacturing, and development and investment in the territories and countries where we or our customers operate, or governing the health care system and drug prices, can adversely affect our business and financial results. Developments or changes in national laws or policies to protect or promote domestic interests and/or address foreign competition can have an adverse effect on our business and financial statements. Developments or changes in national laws or policies to protect or promote domestic interests and/or address foreign competition, including laws and policies in areas such as trade, manufacturing, government purchasing, healthcare, intellectual property, regulatory enforcement and investment/development,development can adverselyhave affectan adverse effect on our business and financial statements.

The U.S. has announcedimplemented, amended, and/or implementedin newsome cases retracted tariffs on imports from a wide range of countries, and which has in some cases prompted retaliatory tariffs, or changes to existing tariffs, by a number of countries. Beginning in early April 2025, the U.S. implemented and/or announced tariffs on imports from a wide range of countries, and which has prompted a number of countries to impose retaliatory tariffs and/or changes to existing tariffs. Many of these tariffs and announcements underwent continued revision, with certain tariff levels increasing while others decreased. Additionally, the U.S. and a number of other countries have implemented a number of product- and industry- specific exclusions, though these exclusions have been subject to revision and/or announced revision as well. As of the date of this report, a number of the recently-imposed tariffs remain in effect, including significant tariffs between the U.S. and China. Collectively, these tariffs have increased and will continue to increase the cost to us of supplies and components we import, as well as our cost to serve certain markets, which in turn will require us to bear significant increased costs to do business, and/or implement surcharges, and/or increase the price of certain of our products. As a result of any surcharge or price increase, there may be an adverse impact on the demand for our products, as well as an adverse impact as to our ability to serve the market in certain countries. The increased cost of importing raw materials and components from certain countries may disrupt our supply chains, with related impacts to our operations. In addition, whenever we are unable to fully recover higher costs, or whenever there is a time delay between the increase in costs and our ability to recover these costs, our margins and profitability can decline. The U.S. and/or other countries may implement additional tariffs and/or other responsive or retaliatory measures, and which would exacerbate the risks and adverse effects noted above. Though the risks identified above in certain cases have already adversely impacted parts of our business, the full impact of these tariffs and other actions on the Company and on our business partners remains highly uncertain and subject to rapid change.

In addition, changes to laws or regulations pertrainingpertaining to laboratory developed tests may adversely affect our business and financial results. These factors have adversely affected, and in the future could further adversely affect, our business and financial results.

We cannot provide assurance that our internal controls and compliance systems, including our Code of Ethics and Business Conduct, protect us from unauthorized acts committed by employees, agents or business partners of ours (or of businesses we acquire or partner with) that violate U.S. and/or non-U.S. laws, including the laws governing payments to government officials, bribery, fraud, kickbacks and false claims, pricing, sales and marketing practices, conflicts of interest, competition, employment practices and workplace behavior, export and import compliance, economic and trade sanctions, money laundering and data privacy. In particular, the U.S. Foreign Corrupt Practices Act, the UK Bribery Act and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government officials for the purpose of obtaining or retaining business, and we operate in many parts of the world that have experienced governmental corruption to some degree. Any such improper actions or allegations of such acts could damage our reputation and subject us to civil or criminal investigations in the United StatesU.S. and in other jurisdictions and related shareholder lawsuits, could lead to substantial civil and criminal, monetary and non-monetary penalties and could cause us to incur significant legal and investigatory fees. In addition, the government may seek to hold us liable for violations committed by companies in which we invest or that we acquire. We also rely on our suppliers to adhere to our supplier code of conduct, and material violations of such code of conduct could occur that could have a material effect on our business and financial results.

We manage the business in two operating segments – our Protein Sciences segment and our Diagnostics and Spatial Biology segment. Our Protein Sciences segment is a leading developer and manufacturer of high-quality biological reagents used in all aspects of life science research, diagnostics and cell and gene therapy. This segment also includes proteomic analytical tools, both manual and automated, that offer researchers and pharmaceutical manufacturers efficient and streamlined options for automated western blot and multiplexed ELISA workflow. Our Diagnostics and Spatial Biology segment develops and manufactures diagnostic products, including controls, calibrators, and diagnostic assays for the regulated diagnostics market, exosome-based molecular diagnostic assays, advanced tissue-based in-situ hybridization assays and instrumentation for spatial genomic and tissue biopsy analysis, and genetic and oncology kits for research and clinical applications.

A key component of the Company's strategy is to augment internal growth at existing businesses with complementary acquisitions. As disclosed in Note 4, the Company completed the acquisition of Lunaphore in fiscal 2024 for $169.7 million, in a cash-free, debt-free acquisition. We also purchased a 19.9% investment in Wilson Wolf in fiscal 2023 and, as disclosed in Note 1, will acquire the remaining shares in Wilson Wolf by the end of calendar year 2027, or earlier depending on the achievement of certain future milestones.

For fiscal 2025,2026, consolidated net sales increasedremained 5%flat toat $1.2 billion as compared to fiscal 2024.2025. Organic growthrevenue wasremained 5%,flat andfrom foreignthe prior year. Foreign currency translation had a favorable impact of 2% and a business held-for-sale didhad notan haveunfavorable aimpact materialof impact. Organic revenue growth was primarily driven by strong commercial execution in our Protein Sciences segment.2%.

In fiscal 2025,2026, Protein Sciences segment net sales increased 5%1% compared to fiscal 2024. A business within the Protein Sciences Segment met the criteria as held-for-sale since December 31, 2023. The exclusion of fiscal 2025 sales related to the held-for-sale business did not have a material impact on sales.2025. Organic revenue for the segment increaseddecreased 5%1% for the fiscal year, and foreign currency exchange did not havehad a materialfavorable impact onof revenue growth.2%. Segment revenue was drivenimpacted by strongunfavorable proteomicproduct analytical solutionsmix and cellpricing therapy performance and commercial execution.pressures.

Consolidated gross margins were 65.8%, 64.8%, 66.4%, and 67.7%66.4% in fiscal 2026, 2025, and 2024, and 2023.respectively. Consolidated gross margin in fiscal year 20252026 was impacted by decreased restructuring-related costs for manufacturing optimization from the reinstatementprior of incentive accruals and product mix.period. Excluding the impact of acquired inventory sold, amortization of intangibles, stock compensation expense, restructuring and restructuring-related costs, impact of business held-for-sale, and the impact of partially-ownedbusinesses consolidated subsidiaries,held-for-sale, adjusted gross margins were 69.6%, 70.4%, 71.0%, and 71.7%71.0% in fiscal 2026, 2025, and 2024, andrespectively. 2023,Fiscal respectively.2026 consolidated adjusted gross margin was impacted by unfavorable product mix when compared to the prior period. Fiscal 2025 consolidated adjusted gross margin was impacted by the resinstatementreinstatement of incentive accruals and an unfavorable product mix when compared to the prior period. Fiscal 2024 consolidated gross margin was impacted by the Lunaphore acquisition when compared to the prior period. Fiscal 2023 consolidated gross margin was unfavorably impacted by foreign currency exchange and strategic growth investments including the Namocell acquisition.

A reconciliation of the reported consolidated gross margin percentages, adjusted for acquired inventory sold, intangible amortization included in Costcost of sales, stock compensation expense included in cost of sales, restructuring and restructuring-related expenses, and impact of business held-for-sale is as follows ($ in thousands):

The decrease in the Protein Sciences segment’s gross margin percentage for fiscal 2026 as compared to fiscal 2025 aswas primarily attributable to unfavorable product mix and pricing pressure within the segment. The change in the Protein Sciences segment’s gross margin percentage for fiscal 2025 compared to fiscal 2024 was primarily attributable to the mix of product sales within the segment. The change in the Protein Sciences segment’s gross margin percentage for fiscal 2024 compared to fiscal 2023 was primarily attributable to the exclusion of a business held-for-sale.

The decrease in the Diagnostics and Spatial Biology segment’s gross margin percentage for fiscal 2026 as compared to fiscal 2025 is primarily attributable to unfavorable product mix within the segment. The change in the Diagnostics and Spatial Biology segment’s gross margin percentage for fiscal 2025 as compared to fiscal 2024 is primarily attributable to reinstatement of incentive accruals and an unfavorable mix of product sales within the segment. The change in the Diagnostics and Spatial Biology segment’s gross margin percentage for fiscal 2024 as compared to fiscal 2023 is due to the Lunaphore acquisition.

Research and development expenses decreased $4.7 million (5%) and increased $2.8 million (3%) and $4.2 million (5%) in fiscal 20252026 and 2024,2025, respectively, as compared to prior year periods. The decrease in research and development expenses in fiscal 2026 compared to the prior period was primarily attributable to the divestiture of the Exosome Diagnostics business in our Diagnostics and Spatial Biology segment. The increase in research and development expenses in fiscal 2025 and fiscal 2024 compared to the prior periodsperiod was primarily attributable to strategic growth investments including the acquisition of Lunaphore in fiscal 2024.

Net Interest Income / (Expense)

Net interest income/(expense) for fiscal 2026, 2025, 2024, and 20232024 was ($4.6)$5.4 million, ($12.4)$4.6 million, and ($7.8)$12.4 million, respectively. During fiscal 2025,2026, our cash flow swap matured, leading to increased interest expense compared to fiscal 2025. Net interest expense in fiscal 2025 decreased when compared to fiscal 2024 as average monthly outstanding debt was lower than fiscal 20242024, leading to decreased interest expense compared to fiscal 2024.

Other non-operating income/(expense), net, consists of foreign currency transaction gains and losses, rental income, building expenses related to rental property and the Company’s gains and losses on investments as follows (in thousands):

Income taxes for fiscal 2026, 2025, 2024, and 20232024 were at effective rates of 24.4%, 25.5%, 9.5%, and 15.7%,9.5%, respectively, of consolidated earnings before income taxes. The change in the effective tax rate for fiscal 20252026 compared to fiscal 20242025 was driven by share-based compensation as the number of stock option exercises increased compared to the prior year comparative period. The Company had share-based compensation excess tax benefits of $4.5 million in fiscal 2025. The Company’s discrete tax benefits in fiscal 2024 primarily related to share-based compensation excess tax benefits of $18.4 million. The Company’s discrete tax benefits in fiscal 2023 primarily related to share-based compensation excess tax benefits of $12.3 million.items.

Non-GAAP adjusted consolidated net earnings and earnings per share are as follows ($ in thousandsthousands, except per share data):

Refer to Note 12 for additional discussion relating to the change in discrete tax items between fiscal 20252026 and fiscal 2024.2025.

Cash, cash equivalents and available-for-sale investments at June 30, 20252026 were $162.2$264.7 million compared to $152.9$162.2 million at June 30, 2024. Included in the available-for-sale investments were certificates of deposit that have contractual maturity dates within one year of $1.1 million as of June 30, 2024. There were no certificiates of deposit as of June 30, 2025.

At June 30, 2025,2026, approximately$139.8 34%million of the Company’s cash and cash equivalent account balances of $55.2 millionequivalents were located in the U.S., with the remainder located in primarily in Canada, China, the U.K. and other European countries.

The Company generated cash from operations of $287.6$292.1 million, $299.0$287.6 million, and $254.4$299.0 million in fiscal 2026, 2025, and 2024, respectively. The increase in cash generated from operating activities in fiscal 2026 as compared to fiscal 2025 was mainly a result of changes in the timing of cash payments on certain operating assets and 2023, respectively.liabilities. The decrease in cash generated from operating activities in fiscal 2025 as compared to fiscal 2024 was mainly a result of changes in the timing of cash payments on certain operating assets and liabilities. The increase in cash generated from operating activities in fiscal 2024 as compared to fiscal 2023 was mainly a result of changes in the timing of cash payments on certain operating assets and liabilities.

During fiscal 2024, the Company acquired Lunaphore for $169.7 million in cash-free, debt-free acquisition. During fiscal 2023, the Company acquired Namocell for $101.2 million, net of cash acquired. There were no acquisitions in fiscal 2026 and 2025.

During fiscal 2025, the Company invested $15.0 million into Spear Bio. Additionally in fiscal 2025, the Company received $2.4 million from the sale of assets held-for-sale. There were no comparable activities in fiscal 20242026 and 2023.2024.

In the firstDuring fiscal quarter2026 ofand 2023,2025, the Company soldreceived its$4.6 remainingmillion sharesand in$2.4 itsmillion investmentfrom inthe CCXIsale forof $73.2assets million.held-for-sale, respectively. There were no comparable activities in fiscal 2025 and 2024.

The Company’s net proceeds from the purchase, sale and maturity of available-for-sale investments in fiscal 2025, 2024,2025 and 20232024 were $1.1 million,million and $22.6 million, andrespectively. $14.7There million,was respectively.no comparable activity in fiscal 2026. During fiscal 2025, the Company’s proceeds in available-for-sale investments relates to the maturity of our certificates of deposits maturing.deposits. During fiscal 2024, the Company’s proceeds in available-for-sale investments relates to the sale of our exchange traded investment grade bond funds. The proceeds during fiscal 2023 relates to the sale of excess cash in certificates of deposit that matured. The Company’s investment policy is to place excess cash in certificates of deposit with the objective of obtaining the highest possible return while minimizing risk and keeping the funds accessible.

During fiscal 2022, the Company paid $25 million to enter into a two-part forward contract which requires the Company to purchase the full equity interest in Wilson Wolf if certain annual revenue or EBITDA thresholds are met. During fiscal 2023, Wilson Wolf met the EBITDA target and the Company paid an additional $232 million to acquire 19.9% of Wilson Wolf. Since the first part of the forward contract has been triggered, the second part of the forward contract will automatically trigger, which requires the Company to acquire the remaining 80.1% of Wilson Wolf on December 31, 2027. The second part of the contract would be accelerated in advance of December 31, 2027 if Wilson Wolf meets certain financial milestones. As of June 30, 2025,2026, the second milestones have not been met. The second option payment of approximately $1 billion plus potential contingent consideration is forecasted to occur between fiscal 20262027 and fiscal 2028. During fiscal 2025 and 2024, the Company received distributions from Wilson Wolf of $7.3 million and $7.0 million, repectively.

During fiscal 2026, 2025, 2024, and 2023,2024, the Company repurchased $275.7$41.7 million, $80.0$275.7 million, and $19.6$80.0 million, respectively, in share repurchases included as a cash outflow within Financing Activities.outflow.

During fiscal 2025, 2024, and 2023,2024, the Company drew $104.0 million, $225.0 million, and $619.7$225.0 million, respectively, under its revolving line-of-credit facility. There were no comparable activities in fiscal 2026. Repayments of $146.0 million, $77.0 million, $256.0 million, and $525.7$256.0 million were made on its line-of-credit in fiscal 2026, 2025, and 2024, and 2023, respectively.

Management’s discussion and analysis of the Company’s financial condition and results of operations are based upon the Company’s Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of AmericaU.S. (U.S. GAAP). The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management evaluates its estimates. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

While we use our best estimates and assumptions, our fair value 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 may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Any adjustments required after the measurement period are recorded in the Consolidated Statements of Earnings.Earnings and Comprehensive Income.

Goodwill was $980.9$975.4 million as of June 30, 2025,2026, which represented approximately 38% of total assets. Goodwill is tested for impairment on an annual basis in the fourth quarter of each year, or more frequently if events occur or circumstances change that could indicate a possible impairment.

Information regarding the accounting policies adopted during fiscal 20252026 and those not yet adopted can be found under caption “Note 1: Description of Business and Summary of Significant Accounting Policies” of the Notes to the Consolidated Financial Statements appearappearing in Item 8 of this report.

This Annual Report on Form 10-K, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7, contains financial measures that have not been calculated in accordance with accounting principles generally accepted in the U.S. (GAAP).GAAP. These non-GAAP measures include:

Our non-GAAP financial measure of organic revenue represents revenue growth excluding revenue from acquisitions within the preceding 12 months, the impact of foreign currency, the impact of businesses held-for-sale, as well as the impact of partially-ownedbusinesses consolidated subsidiaries.held-for-sale. Excluding these measures provides more useful period-to-period comparison of revenue results as it excludes the impact of foreign currency exchange rates, which can vary significantly from period to period, and revenue from acquisitions that would not be included in the comparable prior period. Revenues from businesses held-for-sale are excluded from our organic revenue calculation starting on the date they become held-for-sale as those revenues will not be comparative in future periods. Revenues from partially-owned subsidiaries consolidated in our financial statements are also excluded from our organic revenue calculation, as those revenues are not fully attributable to the Company. There was no revenue from partially-owned consolidated subsidiaries in fiscal 2025 and 2024 due to the sale of Eminence in the first quarter of fiscal 2023. Revenue from partially-owned consolidated subsidiaries was $2.0 million for fiscal 2023.

Our non-GAAP financial measures for adjusted gross margin, adjusted operating margin, and adjusted net earnings, in total and on a per share basis, exclude stock-based compensation, which is inclusive of the employer portion of payroll taxes on those stock awards, the costs recognized upon the sale of acquired inventory, amortization of acquisition intangibles, restructuring and restructuring-related costs, and other non-recurring items including non-recurring costs, goodwill and long-lived asset impairments, and gains. Stock-based compensation is excluded from non-GAAP adjusted net earnings because of the nature of this charge, specifically the varying available valuation methodologies, subjectionsubjective assumptions, variety of award types, and unpredictability of amount and timing of employer related tax obligations. The Company excludes amortization of purchased intangible assets, purchase accounting adjustments, including costs recognized upon the sale of acquired inventory and acquisition-related expenses inclusive of theretention costs, severance costs, and changes in fair value contingent consideration, and other non-recurring items including gains or losses on goodwill and long-lived asset impairment charges, and one-time assessments from this measure because they occur as a result of specific events, and are not reflective of our internal investments, the costs of developing, producing, supporting and selling our products, and the other ongoing costs to support our operating structure. We also exclude certain litigation charges which are facts and circumstances specific including costs to resolve litigation and legal settlement (gains and losses). In some cases, these costs may be a result of litigation matters at acquired companies that were not probable, inestimable, or unresolved at the time of acquisition. Costs related to restructuring and restructuring-related activities, including reducing overhead and consolidating facilities, are excluded because we believe they are not indicative of our normal operating costs. Additionally, these amounts can vary significantly from period to period based on current activity. The Company also excludes revenue and expense attributable to partially-owned consolidated subsidiaries as well as revenue and expense attributable to businesses held-for-sale in the calculation of our non-GAAP financial measures.

During the quarter and sixnine months ended DecemberMarch 31, 2025,2026, there have been no material changes from the risk factors found in Part I, Item 1A, "Risk Factors," of the Company's Annual Report on Form 10-K for the year ended June 30, 2025.

Consolidated net sales for the quarter ended DecemberMarch 31, 20252026 remaineddecreased flat2% atto $295.9$311.4 million compared to the same prior year period. Consolidated net sales for the sixnine months ended DecemberMarch 31, 20252026 were $582.4$893.8 million, a decrease of 1% from the same prior year period. Organic revenue for the quarter ended DecemberMarch 31, 20252026 remaineddecreased flat2% compared to the prior year. Foreign currency exchange had a favorable impact of 2% and non-recurring prior year revenue from a business held-for-sale had an unfavorable impact of 2%. Organic revenue for the sixnine months ended DecemberMarch 31, 20252026 remaineddecreased flat.1% compared to the prior year. Foreign currency exchange had a favorable impact of 1%2% and non-recurring prior year revenue from a business held-for-sale had an unfavorable impact of 2%. Organic revenue for the quarter ended DecemberMarch 31, 20252026 was primarily driven by favorableunfavorable performance by our Diagnosticsvolume and Spatial Biology portfolio offset by unfavorable product mix in our Protein Sciences segment.segment, partially offset by favorable performance in our Diagnostics and Spatial Biology portfolio.

Consolidated gross margins for the quarter and sixnine months ended DecemberMarch 31, 20252026 were 64.6%66.9% and 65.1%,65.7%, respectively, compared to 65.3%67.9% and 64.3%65.5% for the same prior year periods. Excluding the impact of costs recognized upon the sale of acquired inventory, amortization of intangibles, stock-based compensation expense, restructuring and restructuring-related expenses, and the impact of a business held-for-sale, adjusted gross margins for the quarter and sixnine months ended DecemberMarch 31, 20252026 were 68.5%70.4% and 69.4%,69.7%, respectively, compared to 70.5%71.6% and 70.0%70.6% for the quarter and sixnine months ended DecemberMarch 31, 2024,2025, respectively. Fluctuations in consolidated gross margin and adjusted gross margin, as a percentage of sales, have primarily resulted from changes in product mix. We expect that, in the future, gross margins will continue to be impacted by the mix of our portfolio growing at different rates.

(1)DecemberMarch 31, 20242025 amounts relate to the Protein Sciences segment business that met the held-for-sale criteria on December 31, 2023. DecemberMarch 31, 20252026 amounts relate to the Diagnostics and Spatial Biology segment business that met the held-for-sale criteria on June 30, 2025.

Selling, general and administrative expenses decreased 6%28% to $113.7$109.3 million and decreased 4%13% to $229.9$339.2 million for the quarter and sixnine months ended DecemberMarch 31, 2025,2026, respectively, from the same prior year periods. The decrease in expense for the quarter and sixnine months ended DecemberMarch 31, 20252026 was primarily due to non-recurring arbitration award in the prior year and ongoing cost management initiatives.

Research and development expenses decreased 8%5% to $23.1$23.5 million and decreased 3%4% to $47.4$70.8 million for the quarter and sixnine months ended DecemberMarch 31, 2025,2026, respectively, from the same prior year periods. We continue to make strategic growth investments in research and development as we also employ our cost management initiatives.

Protein Sciences’ net sales for the quarter and sixnine months ended DecemberMarch 31, 20252026 were $215.1$226.2 million and $417.3$643.4 million, respectively, with results increasingdecreasing 2%1% and remaining flat, respectively, compared to the same respective prior year periods. As of December 31, 2023, a business within the Protein Sciences Segment met the criteria as held-for-sale; this held-for-sale business has been excluded from the segment’s fiscal 2026 and 2025 operating results. Organic revenue for the segment decreased 1%4% in the quarter ended DecemberMarch 31, 2025.2026. Foreign currency exchange had a favorable impact of 3%. Organic revenue for the segment decreased 2% for the sixnine months ended DecemberMarch 31, 2025.2026. Foreign currency exchange had a favorable impact of 2%.

The operating margin was 39.3%44.2% and 38.9%40.8% for the quarter and sixnine months ended DecemberMarch 31, 2025,2026, respectively, compared to 41.2%45.6% and 40.3%42.2% in both comparative prior year periods. The segment’s operating margin decreased primarily due to unfavorable volume and product mix, partially offset by ongoing profitability initiatives.

Diagnostics and Spatial Biology’s net sales for the quarter and sixnine months ended DecemberMarch 31, 20252026 were $81.2$85.6 million and $160.6$246.2 million, respectively, with decreased net sales of 4% and 4% compared to the same respective prior year periods. Organic growth for the segment for the quarter ended DecemberMarch 31, 20252026 was 3% from the prior year, with foreign currency exchange having a favorable impact of 1%. The held-for-sale business had an unfavorable impact of 8%. Organic revenue growth for the sixnine months ended DecemberMarch 31, 20252026 was 3% compared to the prior year, with foreign currency exchange having a favorable impact of 1%. The held-for-sale business had an unfavorable impact of 8%.

The operating margin for the segment was 10.4%12.1% and 10.8%11.2% for the quarter and sixnine months ended DecemberMarch 31, 2025,2026, respectively, compared to 3.9%9.4% and 4.5%6.2% in both comparative prior year periods. The segment’s operating margin was favorably impacted by the Exosome Diagnostics divestiture and ongoing profitability initiatives, partially offset by unfavorable product mix.

Income taxes were at an effective rate of 25.2%28.3% and 22.9%25.2% of consolidated earnings for the quarter and sixnine months ended DecemberMarch 31, 2025,2026, respectively, compared to 18.6%41.0% and 17.5%24.9% for the same respective prior year periods. The change in the Company’s tax rate for the quarter and sixnine months ended DecemberMarch 31, 20252026 was driven by the mix of net income.income and the impact of disrete tax expenses.

The forecasted tax rate as of the secondthird fiscal quarter of 2026 before discrete items is 26.2%26.9% compared to the prior year forecasted tax rate before discrete items of 23.6%.23.1%. Excluding the impact of discrete items, the Company expects the consolidated income tax rate for the remainder of fiscal 2026 to range from 25% to 29%.

(1)DecemberMarch 31, 20242025 amounts relate to the Protein Sciences segment business that met the held-for-sale criteria on December 31, 2023. DecemberMarch 31, 20252026 amounts relate to the Diagnostics and Spatial Biology segment business that met the held-for-sale criteria on June 30, 2025.

Depending on the nature of discrete tax items, our reported tax rate may not be consistent on a period-to-period basis. The Company independently calculates a non-GAAP adjusted tax rate considering the impact of discrete items and jurisdictional mix of the identified non-GAAP adjustments. The following table summarizes the reported GAAP tax rate and the effective non-GAAP adjusted tax rate for the quarter and sixnine months ended DecemberMarch 31, 20252026 and 2024.2025.

The difference between the reported GAAP tax rate and non-GAAP tax rate applied to the identified non-GAAP adjustments for the quarter ended DecemberMarch 31, 20252026 is primarily a result of discrete tax items, including the tax expense of stock option exercises.

Cash and cash equivalents and available-for-sale investments were $172.9$214.1 million as of DecemberMarch 31, 2025,2026, compared to $162.2 million as of June 30, 2025.

The Company has a line-of-credit governed by a Credit Agreement dated August 31, 2022 that will mature on August 31, 2027. As of DecemberMarch 31, 2025,2026, there is $740$800 million available on the line-of-credit. See Note 5 to the Condensed Consolidated Financial Statements for a description of the Credit Agreement.

During fiscal 2022, the Company paid $25 million to enter into a two-part forward contract which requires the Company to purchase the full equity interest in Wilson Wolf if certain annual revenue or EBITDA thresholds are met. During fiscal 2023, Wilson Wolf met the EBITDA target and the Company paid an additional $232 million to acquire 19.9% of Wilson Wolf. Since the first part of the forward contract has been triggered, the second part of the forward contract will automatically trigger, which requires the Company to acquire the remaining 80.1% of Wilson Wolf on December 31, 2027. The second part of the contract would be accelerated in advance of December 31, 2027 if Wilson Wolf meets certain financial milestones. As of DecemberMarch 31, 2025,2026, the second milestones have not been met. The second option payment of approximately $1 billion plus potential contingent consideration is forecasted to occur between fiscal 2026 and fiscal 2028.

The Company generated cash of $110.0$196.7 million from operating activities in the sixnine months ended DecemberMarch 31, 20252026 compared to $148.2$189.4 million in the sixnine months ended DecemberMarch 31, 2024.2025. The decreaseincrease from the prior year was primarily due to changesincreased innet earnings for the timing of cash payments on certain operating assets and liabilities.year.

Capital expenditures for fixed assets for the sixnine months ended DecemberMarch 31, 20252026 and 20242025 were $11.3$20.4 million and $16.0$26.1 million, respectively. Capital expenditures for the remainder of fiscal 2026 are expected to be approximately $18$7 million. Capital expenditures are expected to be financed through currently available funds and cash generated from operating activities. Expected additions in fiscal 2026 are related to increasing capacity to meet expected sales growth across the Company.

During the sixnine months ended DecemberMarch 31, 2024,2025, the Company invested $15.0 million into Spear Bio. There was no comparable activity in fiscal 2026.

During the sixnine months ended DecemberMarch 31, 2024,2025, certificates of deposit reached maturity for $1.1 million. There was no comparable activity in fiscal 2026.

The Company received tax distributions of $1.4$4.6 million and $2.7 million from its equity method investee during the sixnine months ended DecemberMarch 31, 20252026 and 2024.2025.

During the sixnine months ended DecemberMarch 31, 2025,2026, the Company received $4.6 million for assets held-for-sale. During the sixnine months ended DecemberMarch 31, 2024,2025, the Company received $1.8 million for the sale of assets held-for-sale.

During the sixnine months ended DecemberMarch 31, 20252026 and 2024,2025, the Company paid cash dividends of $24.9$37.4 million and $25.4$38.0 million, respectively, to all common shareholders. On FebruaryMay 4,6, 2026, the Company announced the payment of an $0.08 per share cash dividend, or approximately $12.5 million, will be payable FebruaryMay 27,29, 2026, to all common shareholders of record on FebruaryMay 16,18, 2026.

Cash of $28.2$58.2 million and $30.6$45.5 million was received during the sixnine months ended DecemberMarch 31, 20252026 and 2024,2025, respectively, from the exercise of stock options.

During the sixnine months ended DecemberMarch 31, 20252026 and 2024,2025, the Company made repayments of $86.0$146.0 million and $19.0$27.0 million, respectively, on its long-term debt balance. The Company diddrew not$38.0 drawmillion under its revolving line-of-credit facility during the sixnine months ended DecemberMarch 31, 20252025. andThere 2024.was no comparable activity in fiscal 2026.

There were $75.6$175.7 million of share repurchases during the sixnine months ended DecemberMarch 31, 2024.2025. There was no comparable activity in fiscal 2026.

During the sixnine months ended DecemberMarch 31, 20252026 and 2024,2025, the Company paid taxes of $10.5$10.6 million and $6.0$6.3 million related to restricted stock units and stock options exercised through net share settlements classified as financing activities.

The Company's significant accounting policies are discussed in the Company's Annual Report on Form 10-K for fiscal 2025 and are incorporated herein by reference. The application of certain of these policies requires judgments and estimates that can affect the results of operations and financial position of the Company. Judgments and estimates are used for, but not limited to, valuation of available-for-sale investments, inventory valuation and allowances, valuation of intangible assets and goodwill and valuation of investments in unconsolidated entities. There have been no significant changes in estimates in the quarter or sixnine months ended DecemberMarch 31, 20252026 that would require disclosure nor have there been any changes to the Company's policies.