--- ticker: TECH company: TECH filing_type: 10-K year_current: 2025 year_prior: 2024 risks_added: 15 risks_removed: 6 risks_modified: 34 risks_unchanged: 43 source: SEC EDGAR url: https://riskdiff.com/tech/2025-vs-2024/ markdown_url: https://riskdiff.com/tech/2025-vs-2024/index.md generated: 2026-06-01 --- # TECH: 10-K Risk Factor Changes 2025 vs 2024 > Source: U.S. Securities and Exchange Commission (EDGAR) > Generated: 2026-06-01 > All data extracted directly from official filings. No hallucinated content. ## Summary | Status | Count | |--------|-------| | New risks added | 15 | | Risks removed | 6 | | Risks modified | 34 | | Unchanged | 43 | --- ## New in Current Filing: Our business and financial results can be impaired by improper conduct by any of our employees, agents or business partners. 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 States 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. --- ## New in Current Filing: Year Ended June 30, ​ 2025 2024 2023 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 5 % 1 % 5 % Acquisitions sales growth 0 % 1 % 0 % Impact of foreign currency fluctuations 0 % 0 % (2) % Impact of business held for sale ​ 0 % 0 % - % Consolidated net sales growth 5 % 2 % 3 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## New in Current Filing: Selling, General and Administrative Expenses Selling, general and administrative expenses increased $122.1 million (26%) in fiscal 2025 when compared to fiscal 2024. Selling, general, and administrative expenses increased primarily due to a non-recurring arbitration award and impairment of assets held-for-sale. Selling, general and administrative expenses increased $88.0 million (23%) in fiscal 2024 when compared to fiscal 2023. Selling, general, and administrative expenses increased primarily due to the Lunaphore acquisition, impairment of assets held-for-sale, certain litigation charges, restructuring and restructuring-related charges, and CEO transition charges. Consolidated Selling, general and administrative expenses were composed of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## New in Current Filing: Cash Flows From Operating Activities The Company generated cash from operations of $287.6 million, $299.0 million, and $254.4 million in fiscal 2025, 2024, and 2023, respectively. 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. --- ## New in Current Filing: SUBSEQUENT EVENTS On August 5, 2025, the Company announced the execution of a definitive agreement to sell the Exosome Diagnostics business for $15 million including $5 million of stock of the acquiring company at closing with the remainder received over the following four years. The transaction is expected to close during the first quarter of fiscal 2026. --- ## New in Current Filing: Year Ended June 30, ​ 2025 2024 2023 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 5 % 1 % 5 % Acquisitions sales growth 0 % 1 % 0 % Impact of foreign currency fluctuations 0 % 0 % (2) % Impact of business held for sale ​ 0 % 0 % - % Consolidated net sales growth 5 % 2 % 3 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## New in Current Filing: Index of Consolidated Financial Statements ​ ​ ​ ​ ​ ​ ​ Page Reports of Independent Registered Public Accounting Firm Reports of Independent Registered Public Accounting Firm 48 Consolidated Statements of Earnings and Comprehensive Income for the years ended June 30 2025, 2024, and 2023 Consolidated Statements of Earnings and Comprehensive Income for the years ended June 30 2025, 2024, and 2023 51 Consolidated Balance Sheets as of June 30, 2025 and 2024 Consolidated Balance Sheets as of June 30, 2025 and 2024 52 Consolidated Statements of Shareholders' Equity for the years ended June 30, 2025, 2024, and 2023 Consolidated Statements of Shareholders' Equity for the years ended June 30, 2025, 2024, and 2023 53 Consolidated Statements of Cash Flows for the years ended June 30, 2025, 2024, and 2023 Consolidated Statements of Cash Flows for the years ended June 30, 2025, 2024, and 2023 54 Notes to Consolidated Financial Statements Notes to Consolidated Financial Statements ​ Note 1. Description of Business and and Summary of Significant Accounting Policies Note 1. Description of Business and and Summary of Significant Accounting Policies 55 Note 2. Revenue Recognition Note 2. Revenue Recognition 61 Note 3. Supplemental Balance Sheet and Cash Flow Information Note 3. Supplemental Balance Sheet and Cash Flow Information 62 Note 4. Acquisitions Note 4. Acquisitions 64 Note 5. Fair Value Measurements Note 5. Fair Value Measurements 67 Note 6. Debt and Other Financing Arrangements Note 6. Debt and Other Financing Arrangements 70 Note 7. Leases Note 7. Leases 70 Note 8. Supplemental Equity and Accumulated Other Comprehensive Income (Loss) Information Note 8. Supplemental Equity and Accumulated Other Comprehensive Income (Loss) Information 72 Note 9. Earnings Per Share Note 9. Earnings Per Share 74 Note 10. Share-based Compensation and Other Benefit Plans Note 10. Share-based Compensation and Other Benefit Plans 74 Note 11. Other Income/(Expense) Note 11. Other Income/(Expense) 77 Note 12. Income Taxes Note 12. Income Taxes 77 Note 13. Segment Information Note 13. Segment Information 80 Note 14. Restructurings Note 14. Restructurings 83 Note 15. Subsequent Events Note 15. Subsequent Events 87 ​ ​ ​ ​ 47 47 Table of ContentsReport of Independent Registered Public Accounting FirmTo the Shareholders and the Board of DirectorsBio-Techne Corporation:Opinion on the Consolidated Financial StatementsWe have audited the accompanying consolidated balance sheets of Bio-Techne Corporation and subsidiaries (the Company) as of June 30, 2025 and June 30, 2024, the related consolidated statements of earnings and comprehensive income, shareholders' equity, and cash flows for each of the years in the three-year period ended June 30, 2025, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2025 and June 30, 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended June 30, 2025, in conformity with U.S. generally accepted accounting principles.​We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of June 30, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated August 22, 2025 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.​Basis for OpinionThese consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.​We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.​Critical Audit MatterThe critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.​Sufficiency of audit evidence over net sales​As discussed in Note 2 to the Company's consolidated financial statements, the Company recognizes revenue for sales of consumables and instruments at a point in time following the transfer of control of such products to the customer. The Company recorded $1,219.6 million of net sales for the year ended June 30, 2025. ​48 Table of Contents Table of Contents Table of Contents Report of Independent Registered Public Accounting FirmTo the Shareholders and the Board of DirectorsBio-Techne Corporation:Opinion on the Consolidated Financial StatementsWe have audited the accompanying consolidated balance sheets of Bio-Techne Corporation and subsidiaries (the Company) as of June 30, 2025 and June 30, 2024, the related consolidated statements of earnings and comprehensive income, shareholders' equity, and cash flows for each of the years in the three-year period ended June 30, 2025, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2025 and June 30, 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended June 30, 2025, in conformity with U.S. generally accepted accounting principles.​We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of June 30, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated August 22, 2025 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.​Basis for OpinionThese consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.​We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.​Critical Audit MatterThe critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.​Sufficiency of audit evidence over net sales​As discussed in Note 2 to the Company's consolidated financial statements, the Company recognizes revenue for sales of consumables and instruments at a point in time following the transfer of control of such products to the customer. The Company recorded $1,219.6 million of net sales for the year ended June 30, 2025. ​ Report of Independent Registered Public Accounting FirmTo the Shareholders and the Board of DirectorsBio-Techne Corporation:Opinion on the Consolidated Financial StatementsWe have audited the accompanying consolidated balance sheets of Bio-Techne Corporation and subsidiaries (the Company) as of June 30, 2025 and June 30, 2024, the related consolidated statements of earnings and comprehensive income, shareholders' equity, and cash flows for each of the years in the three-year period ended June 30, 2025, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2025 and June 30, 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended June 30, 2025, in conformity with U.S. generally accepted accounting principles.​We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of June 30, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated August 22, 2025 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.​Basis for OpinionThese consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.​We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.​Critical Audit MatterThe critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.​Sufficiency of audit evidence over net sales​As discussed in Note 2 to the Company's consolidated financial statements, the Company recognizes revenue for sales of consumables and instruments at a point in time following the transfer of control of such products to the customer. The Company recorded $1,219.6 million of net sales for the year ended June 30, 2025. ​ --- ## New in Current Filing: Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors Bio-Techne Corporation: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Bio-Techne Corporation and subsidiaries (the Company) as of June 30, 2025 and June 30, 2024, the related consolidated statements of earnings and comprehensive income, shareholders' equity, and cash flows for each of the years in the three-year period ended June 30, 2025, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2025 and June 30, 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended June 30, 2025, in conformity with U.S. generally accepted accounting principles. ​ We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of June 30, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated August 22, 2025 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting. ​ Basis for Opinion These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. ​ We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. ​ Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. ​ Sufficiency of audit evidence over net sales ​ As discussed in Note 2 to the Company's consolidated financial statements, the Company recognizes revenue for sales of consumables and instruments at a point in time following the transfer of control of such products to the customer. The Company recorded $1,219.6 million of net sales for the year ended June 30, 2025. ​ 48 48 Table of ContentsWe identified the evaluation of the sufficiency of audit evidence over net sales as a critical audit matter. Evaluating the sufficiency of audit evidence obtained required especially subjective auditor judgment because of the dispersion of the Company's net sales generating activities across locations. This included determining the Company locations at which procedures were performed. ​The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed over net sales, including the determination of the Company locations at which those procedures were to be performed. At each Company location where procedures were performed, we evaluated the design and tested the operating effectiveness of certain internal controls over the Company's net sales processes, including the Company's controls over the accurate recording of sales amounts. We 1) performed software-assisted data analyses to test the relationships among certain sales transactions and 2) assessed the recorded net sales for a selection of transactions by comparing the amounts recognized for consistency with underlying documentation, including contracts with customers, shipping documentation, customer acceptance, and payments.​We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed, including the nature and extent of such evidence.​/s/ KPMG LLPWe have served as the Company's auditor since 2002.​Minneapolis, Minnesota​August 22, 2025​​​49 Table of Contents Table of Contents Table of Contents We identified the evaluation of the sufficiency of audit evidence over net sales as a critical audit matter. Evaluating the sufficiency of audit evidence obtained required especially subjective auditor judgment because of the dispersion of the Company's net sales generating activities across locations. This included determining the Company locations at which procedures were performed. ​The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed over net sales, including the determination of the Company locations at which those procedures were to be performed. At each Company location where procedures were performed, we evaluated the design and tested the operating effectiveness of certain internal controls over the Company's net sales processes, including the Company's controls over the accurate recording of sales amounts. We 1) performed software-assisted data analyses to test the relationships among certain sales transactions and 2) assessed the recorded net sales for a selection of transactions by comparing the amounts recognized for consistency with underlying documentation, including contracts with customers, shipping documentation, customer acceptance, and payments.​We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed, including the nature and extent of such evidence.​/s/ KPMG LLPWe have served as the Company's auditor since 2002.​Minneapolis, Minnesota​August 22, 2025​​​ We identified the evaluation of the sufficiency of audit evidence over net sales as a critical audit matter. Evaluating the sufficiency of audit evidence obtained required especially subjective auditor judgment because of the dispersion of the Company's net sales generating activities across locations. This included determining the Company locations at which procedures were performed. ​The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed over net sales, including the determination of the Company locations at which those procedures were to be performed. At each Company location where procedures were performed, we evaluated the design and tested the operating effectiveness of certain internal controls over the Company's net sales processes, including the Company's controls over the accurate recording of sales amounts. We 1) performed software-assisted data analyses to test the relationships among certain sales transactions and 2) assessed the recorded net sales for a selection of transactions by comparing the amounts recognized for consistency with underlying documentation, including contracts with customers, shipping documentation, customer acceptance, and payments.​We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed, including the nature and extent of such evidence.​/s/ KPMG LLPWe have served as the Company's auditor since 2002.​Minneapolis, Minnesota​August 22, 2025​​​ We identified the evaluation of the sufficiency of audit evidence over net sales as a critical audit matter. Evaluating the sufficiency of audit evidence obtained required especially subjective auditor judgment because of the dispersion of the Company's net sales generating activities across locations. This included determining the Company locations at which procedures were performed. ​ The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed over net sales, including the determination of the Company locations at which those procedures were to be performed. At each Company location where procedures were performed, we evaluated the design and tested the operating effectiveness of certain internal controls over the Company's net sales processes, including the Company's controls over the accurate recording of sales amounts. We 1) performed software-assisted data analyses to test the relationships among certain sales transactions and 2) assessed the recorded net sales for a selection of transactions by comparing the amounts recognized for consistency with underlying documentation, including contracts with customers, shipping documentation, customer acceptance, and payments. ​ We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed, including the nature and extent of such evidence. ​ /s/ KPMG LLP We have served as the Company's auditor since 2002. ​ Minneapolis, Minnesota ​ August 22, 2025 ​ ​ ​ 49 49 Table of ContentsReport of Independent Registered Public Accounting FirmTo the Shareholders and the Board of Directors Bio-Techne Corporation:Opinion on Internal Control Over Financial ReportingWe have audited Bio-Techne Corporation and subsidiaries' (the Company) internal control over financial reporting as of June 30, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of June 30, 2025 and 2024, the related consolidated statements of earnings and comprehensive income, shareholders' equity, and cash flows for each of the years in the three-year period ended June 30, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated August 22, 2025 expressed an unqualified opinion on those consolidated financial statements.​Basis for OpinionThe Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Controls and Procedures. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.​Definition and Limitations of Internal Control Over Financial ReportingA company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.​/s/ KPMG LLPMinneapolis, Minnesota​August 22, 2025​​50 Table of Contents Table of Contents Table of Contents Report of Independent Registered Public Accounting FirmTo the Shareholders and the Board of Directors Bio-Techne Corporation:Opinion on Internal Control Over Financial ReportingWe have audited Bio-Techne Corporation and subsidiaries' (the Company) internal control over financial reporting as of June 30, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of June 30, 2025 and 2024, the related consolidated statements of earnings and comprehensive income, shareholders' equity, and cash flows for each of the years in the three-year period ended June 30, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated August 22, 2025 expressed an unqualified opinion on those consolidated financial statements.​Basis for OpinionThe Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Controls and Procedures. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.​Definition and Limitations of Internal Control Over Financial ReportingA company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.​/s/ KPMG LLPMinneapolis, Minnesota​August 22, 2025​​ Report of Independent Registered Public Accounting FirmTo the Shareholders and the Board of Directors Bio-Techne Corporation:Opinion on Internal Control Over Financial ReportingWe have audited Bio-Techne Corporation and subsidiaries' (the Company) internal control over financial reporting as of June 30, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of June 30, 2025 and 2024, the related consolidated statements of earnings and comprehensive income, shareholders' equity, and cash flows for each of the years in the three-year period ended June 30, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated August 22, 2025 expressed an unqualified opinion on those consolidated financial statements.​Basis for OpinionThe Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Controls and Procedures. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.​Definition and Limitations of Internal Control Over Financial ReportingA company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.​/s/ KPMG LLPMinneapolis, Minnesota​August 22, 2025​​ --- ## New in Current Filing: Newly Adopted Accounting Standards In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures (Topic 280), which requires incremental disclosures on reportable segments, primarily through enhanced disclosures on significant segment expenses. The Company adopted this guidance beginning with this annual report and this guidance will be applied to interim periods starting in fiscal 2026 on a retrospective basis. Refer to Note 13 for our segment reporting disclosures. --- ## New in Current Filing: Year Ended June 30, ​ 2025 2024 2023 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 5 % 1 % 5 % Acquisitions sales growth 0 % 1 % 0 % Impact of foreign currency fluctuations 0 % 0 % (2) % Impact of business held for sale ​ 0 % 0 % - % Consolidated net sales growth 5 % 2 % 3 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## New in Current Filing: Note 6. Debt and Other Financing Arrangements: On August 31, 2022, the Company entered into a revolving line-of-credit and term loan by a Credit Agreement (the Credit Agreement). The Credit Agreement provides for a revolving credit facility of $1 billion, which can be increased by an additional $400 million subject to certain conditions. Borrowings under the Credit Agreement may be used for working capital and expenditures of the Company and its subsidiaries, including financing permitted acquisitions. Borrowings under the Credit Agreement bear interest at a variable rate. The current outstanding debt is based on the one-month Secured Overnight Financing Rate (SOFR) plus an applicable margin. The applicable margin is determined from the total leverage ratio of the Company and updated on a quarterly basis. The annualized fee for any unused portion of the credit facility is currently 10 basis points. The Credit Agreement matures on August 31, 2027 and contains customary restrictive and financial covenants and customary events of default. As of June 30, 2025 and 2024, the outstanding balance under the Credit Agreement was $346.0 million and $319.0 million, respectively. --- ## New in Current Filing: Note 7. Leases: As a lessee, the Company leases offices, labs, and manufacturing facilities, as well as vehicles, copiers, and other equipment. The Company determines whether a contract is a lease or contains a lease at inception date. Upon commencement date, operating lease right-of-use assets and liabilities are recognized based on the present value of lease payments over the lease term. The discount rate used to calculate present value is the Company's incremental borrowing rate or, if available, the rate implicit in the lease. The Company determines the incremental borrowing rate for each lease based primarily on its lease term and the economic environment of the applicable country or region. The Company recognizes operating lease expense on a straight-line basis over the lease term. Further, as part of our adoption of ASC 842, the Company also made the accounting policy elections to not capitalize short term leases (defined as a lease with a lease term that is less than 12 months) and to combine lease and non-lease components for all asset classes in determining the lease payments. 70 70 Table of ContentsThe Consolidated Financial Statements include the following amounts related to operating leases where the Company is the lessee ($ in thousands):​​​​​​​​​​​​​​​Year ended ​​​June 30, ​​​​​2025​​2024​​2023​Consolidated Statements of Earnings​​​​​​​​​​​Fixed operating lease expense​​$ 17,414​$ 18,195​$ 15,941​Variable operating lease expense​​​ 5,426​​ 4,988​​ 4,437​Total operating lease expense​​$ 22,840​$ 23,183​$ 20,378​​​​​​​​​​​​​Consolidated Statements of Cash Flows​​​​​​​​​​​Cash paid for amounts included in the measurement of operating lease liabilities​​$ 16,320​$ 17,729​$ 14,934​ROU assets obtained in exchange for operating lease obligations​​​ 8,767​​ 11,051​​ 48,103​​​​​​​​​​​​​Consolidated Balance Sheets​​​​​​​​​​​Lease Assets and LiabilitiesBalance Sheet Classification​​​​​​​​​​Operating lease ROU assetsRight-of-use asset​$ 73,399​$ 91,285​​​​​​​​​​​​​​​​Operating lease liabilities - currentOperating lease liabilities - current​$ 14,098​$ 12,920​​​​Operating lease liabilities - long-termOperating lease liabilities​​ 83,960​​ 87,618​​​​Total operating lease liabilities​​$ 98,058​$ 100,538​​​​​​​​​​​​​​​​Weighted average remaining lease term:​​​7.6 years​​8.5 years​​​​Weighted average discount rate:​​​ 4.3%​ 4.2%​​​​The following table summarizes payments by date for the Company's operating leases, which is then reconciled to our total lease obligation (in thousands):​​​​​ ​​​​June 30, ​​20252026​$ 17,6852027​ 16,5872028​ 16,3122029​ 15,9052030​ 13,444Thereafter​ 35,932Total​$ 115,865Less: Amounts representing interest​ 17,807Total lease obligations​$ 98,058​Certain leases include one or more options to renew, with terms that extend the lease term up to five years. The Company includes option to renew the lease as part of the right of use lease asset and liability when it is reasonably certain the Company will exercise the option. In addition, certain leases contain fair value purchase and termination options with an associated penalty. In general, the Company is not reasonably certain to exercise such options.71 Table of Contents Table of Contents Table of Contents The Consolidated Financial Statements include the following amounts related to operating leases where the Company is the lessee ($ in thousands):​​​​​​​​​​​​​​​Year ended ​​​June 30, ​​​​​2025​​2024​​2023​Consolidated Statements of Earnings​​​​​​​​​​​Fixed operating lease expense​​$ 17,414​$ 18,195​$ 15,941​Variable operating lease expense​​​ 5,426​​ 4,988​​ 4,437​Total operating lease expense​​$ 22,840​$ 23,183​$ 20,378​​​​​​​​​​​​​Consolidated Statements of Cash Flows​​​​​​​​​​​Cash paid for amounts included in the measurement of operating lease liabilities​​$ 16,320​$ 17,729​$ 14,934​ROU assets obtained in exchange for operating lease obligations​​​ 8,767​​ 11,051​​ 48,103​​​​​​​​​​​​​Consolidated Balance Sheets​​​​​​​​​​​Lease Assets and LiabilitiesBalance Sheet Classification​​​​​​​​​​Operating lease ROU assetsRight-of-use asset​$ 73,399​$ 91,285​​​​​​​​​​​​​​​​Operating lease liabilities - currentOperating lease liabilities - current​$ 14,098​$ 12,920​​​​Operating lease liabilities - long-termOperating lease liabilities​​ 83,960​​ 87,618​​​​Total operating lease liabilities​​$ 98,058​$ 100,538​​​​​​​​​​​​​​​​Weighted average remaining lease term:​​​7.6 years​​8.5 years​​​​Weighted average discount rate:​​​ 4.3%​ 4.2%​​​​The following table summarizes payments by date for the Company's operating leases, which is then reconciled to our total lease obligation (in thousands):​​​​​ ​​​​June 30, ​​20252026​$ 17,6852027​ 16,5872028​ 16,3122029​ 15,9052030​ 13,444Thereafter​ 35,932Total​$ 115,865Less: Amounts representing interest​ 17,807Total lease obligations​$ 98,058​Certain leases include one or more options to renew, with terms that extend the lease term up to five years. The Company includes option to renew the lease as part of the right of use lease asset and liability when it is reasonably certain the Company will exercise the option. In addition, certain leases contain fair value purchase and termination options with an associated penalty. In general, the Company is not reasonably certain to exercise such options. The Consolidated Financial Statements include the following amounts related to operating leases where the Company is the lessee ($ in thousands):​​​​​​​​​​​​​​​Year ended ​​​June 30, ​​​​​2025​​2024​​2023​Consolidated Statements of Earnings​​​​​​​​​​​Fixed operating lease expense​​$ 17,414​$ 18,195​$ 15,941​Variable operating lease expense​​​ 5,426​​ 4,988​​ 4,437​Total operating lease expense​​$ 22,840​$ 23,183​$ 20,378​​​​​​​​​​​​​Consolidated Statements of Cash Flows​​​​​​​​​​​Cash paid for amounts included in the measurement of operating lease liabilities​​$ 16,320​$ 17,729​$ 14,934​ROU assets obtained in exchange for operating lease obligations​​​ 8,767​​ 11,051​​ 48,103​​​​​​​​​​​​​Consolidated Balance Sheets​​​​​​​​​​​Lease Assets and LiabilitiesBalance Sheet Classification​​​​​​​​​​Operating lease ROU assetsRight-of-use asset​$ 73,399​$ 91,285​​​​​​​​​​​​​​​​Operating lease liabilities - currentOperating lease liabilities - current​$ 14,098​$ 12,920​​​​Operating lease liabilities - long-termOperating lease liabilities​​ 83,960​​ 87,618​​​​Total operating lease liabilities​​$ 98,058​$ 100,538​​​​​​​​​​​​​​​​Weighted average remaining lease term:​​​7.6 years​​8.5 years​​​​Weighted average discount rate:​​​ 4.3%​ 4.2%​​​​The following table summarizes payments by date for the Company's operating leases, which is then reconciled to our total lease obligation (in thousands):​​​​​ ​​​​June 30, ​​20252026​$ 17,6852027​ 16,5872028​ 16,3122029​ 15,9052030​ 13,444Thereafter​ 35,932Total​$ 115,865Less: Amounts representing interest​ 17,807Total lease obligations​$ 98,058​Certain leases include one or more options to renew, with terms that extend the lease term up to five years. The Company includes option to renew the lease as part of the right of use lease asset and liability when it is reasonably certain the Company will exercise the option. In addition, certain leases contain fair value purchase and termination options with an associated penalty. In general, the Company is not reasonably certain to exercise such options. The Consolidated Financial Statements include the following amounts related to operating leases where the Company is the lessee ($ in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended ​ ​ ​ June 30, ​ ​ ​ ​ ​ 2025 ​ ​ 2024 ​ ​ 2023 ​ --- ## New in Current Filing: Consolidated Statements of Earnings ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fixed operating lease expense ​ ​ $ 17,414 ​ $ 18,195 ​ $ 15,941 ​ Variable operating lease expense ​ ​ ​ 5,426 ​ ​ 4,988 ​ ​ 4,437 ​ Total operating lease expense ​ ​ $ 22,840 ​ $ 23,183 ​ $ 20,378 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## New in Current Filing: Consolidated Statements of Cash Flows ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash paid for amounts included in the measurement of operating lease liabilities ​ ​ $ 16,320 ​ $ 17,729 ​ $ 14,934 ​ ROU assets obtained in exchange for operating lease obligations ​ ​ ​ 8,767 ​ ​ 11,051 ​ ​ 48,103 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## New in Current Filing: Consolidated Balance Sheets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Lease Assets and Liabilities Balance Sheet Classification ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating lease ROU assets Right-of-use asset ​ $ 73,399 ​ $ 91,285 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating lease liabilities - current Operating lease liabilities - current ​ $ 14,098 ​ $ 12,920 ​ ​ ​ ​ Operating lease liabilities - long-term Operating lease liabilities ​ ​ 83,960 ​ ​ 87,618 ​ ​ ​ ​ Total operating lease liabilities ​ ​ $ 98,058 ​ $ 100,538 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average remaining lease term: ​ ​ ​ 7.6 years ​ ​ 8.5 years ​ ​ ​ ​ Weighted average discount rate: ​ ​ ​ 4.3 % ​ 4.2 % ​ ​ ​ ​ The following table summarizes payments by date for the Company's operating leases, which is then reconciled to our total lease obligation (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ 2025 2026 ​ $ 17,685 2027 ​ 16,587 2028 ​ 16,312 2029 ​ 15,905 2030 ​ 13,444 Thereafter ​ 35,932 Total ​ $ 115,865 Less: Amounts representing interest ​ 17,807 Total lease obligations ​ $ 98,058 ​ Certain leases include one or more options to renew, with terms that extend the lease term up to five years. The Company includes option to renew the lease as part of the right of use lease asset and liability when it is reasonably certain the Company will exercise the option. In addition, certain leases contain fair value purchase and termination options with an associated penalty. In general, the Company is not reasonably certain to exercise such options. 71 71 --- ## No Match in Current: Significant developments or changes in U.S. laws or policies, including changes in U.S. trade policies and tariffs and the reaction of other countries thereto, can have an adverse effect on our business and financial results. *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* 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. For example, the previous U.S. administration increased tariffs on certain goods imported into the United States and trade tensions between the United States and China escalated, with each country imposing significant additional tariffs on a wide range of goods imported from the other country. That trade tension has not diminished under the current U.S. administration. The U.S. and China could impose other types of restrictions such as limitations on government procurement or technology export restrictions, which could affect our access to markets. In addition, changes to laws or regulations pertraining 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. --- ## No Match in Current: Gross Margins *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* Consolidated gross margins were 66.4%, 67.7%, and 68.4% in fiscal 2024, 2023, and 2022. Consolidated gross margins were impacted by revenue. 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-owned consolidated subsidiaries, adjusted gross margins were 71.0%, 71.7%, and 72.5% in fiscal 2024, 2023, and 2022, respectively. 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 when compared to fiscal 2022. Consolidated gross margins for fiscal 2022 were impacted as a result of volume leverage and product mix, partially offset by additional investments made in the business to support future growth. A reconciliation of the reported consolidated gross margin percentages, adjusted for acquired inventory sold, intangible amortization included in cost of sales, restructuring and restructuring-related expenses, and impact of business held-for-sale is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## No Match in Current: Year Ended June 30, *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* ​ 2024 2023 2022 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 1 % 5 % 17 % Acquisitions sales growth 1 % 0 % 3 % Impact of foreign currency fluctuations 0 % (2) % (1) % Impact of business held for sale ​ 0 % - % - % Consolidated net sales growth 2 % 3 % 19 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## No Match in Current: Cash Flows From Investing Activities *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* We continue to make investments in our business, including capital expenditures to enable revenue growth. During fiscal year 2024, the Company acquired Lunaphore for $169.7 million in cash-free, debt-free acquisition. During fiscal year 2023, the Company acquired Namocell for $101.2 million, net of cash acquired. There were no acquisitions in fiscal year 2022. During the first fiscal quarter of 2023, the Company sold its remaining shares in Eminence, its partially-owned consolidated subsidiary, for $17.8 million. There were no sales of businesses in fiscal 2024 or 2022. In the first fiscal quarter of 2023, the Company sold its remaining shares in its investment in CCXI for $73.2 million. There were no comparable activities in fiscal 2024 and 2022. The Company's net proceeds (outflow) from the purchase, sale and maturity of available-for-sale investments in fiscal 2024, 2023, and 2022 were $22.6 million, $14.7 million, and $(26.9) million, respectively. During fiscal year 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 year 2023 relates to the sale of excess cash in certificates of deposit that matured. The outflow of cash in fiscal year 2022 compared to fiscal year 2024 and fiscal year 2023 was driven by the purchase of the exchange traded investment grade bond funds in fiscal year 2022, which had a cost basis of $25.0 million, that did not reoccur in the comparative periods. 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. Capital additions in fiscal year 2024, 2023, and 2022 were $62.9 million, $38.2 million, and $44.9 million. Fiscal 2024 capital expenditures related to investments in new buildings, machinery, construction in progress, and IT equipment. Fiscal 2023 capital expenditures related to investments in new buildings, machinery, and IT equipment. Capital additions planned for fiscal 2025 are approximately $48 million and are expected to be financed through currently available cash and cash generated from operations. During the year ended June 30, 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 year 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, 2024, 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. During fiscal 2024, the Company received tax distributions from Wilson Wolf of $7.0 million. --- ## No Match in Current: SUBSEQUENT EVENTS *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* On July 23, 2024, the Company invested $15 million in Spear Bio, an innovative leader in the development and manufacture of ultra-sensitive immunoassays capable of measuring protein biomarkers at attomolar level from sub-microliter sample volume. --- ## No Match in Current: Year Ended June 30, *This section from the 2024 filing does not have a high-confidence textual match in 2025. It may have been removed, merged, or substantially reworded.* ​ 2024 2023 2022 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 1 % 5 % 17 % Acquisitions sales growth 1 % 0 % 3 % Impact of foreign currency fluctuations 0 % (2) % (1) % Impact of business held for sale ​ 0 % - % - % Consolidated net sales growth 2 % 3 % 19 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## Modified: Stock Performance Graph **Key changes:** - Reworded sentence: "The comparison assumes $100 was invested on the last trading day before July 1, 2019 in the Company's common stock and in each of the foregoing indices and assumes reinvestment of dividends." - Reworded sentence: "​ ​ ​ 32 32 Table of ContentsITEM 6." - Reworded sentence: "Our products aid in drug discovery efforts and provide the means for accurate clinical tests and diagnoses.We manage the business in two operating segments - our Protein Sciences segment and our Diagnostics and Spatial Biology segment." - Reworded sentence: "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.RECENT ACQUISITIONSA key component of the Company's strategy is to augment internal growth at existing businesses with complementary acquisitions." - Reworded sentence: "Our products aid in drug discovery efforts and provide the means for accurate clinical tests and diagnoses.We manage the business in two operating segments - our Protein Sciences segment and our Diagnostics and Spatial Biology segment." **Prior (2024):** The following chart compares the cumulative total shareholder return on the Company's common stock with the S&P 500 Index and the S&P 500 Life Sciences Tools and Services Index. The comparison assumes $100 was invested on the last trading day before July 1, 2018 in the Company's common stock and in each of the foregoing indices and assumes reinvestment of dividends. The Company became part of the S&P 500 Index during fiscal 2022. ​ ​ ​ ​ 34 34 Table of ContentsITEM 6. SELECTED FINANCIAL DATARESERVEDITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONSThe following management discussion and analysis ("MD&A") provides information that we believe is useful in understanding our operating results, cash flows and financial condition. We provide quantitative information about the material sales drivers including the effect of acquisitions and changes in foreign currency at the corporate and segment level. We also provide quantitative information about discrete tax items and other significant factors we believe are useful for understanding our results. The MD&A should be read in conjunction with the consolidated financial information and related notes included in this Form 10-K. This discussion contains various "Non-GAAP Financial Measures" and also contains various "Forward-Looking Statements" within the meaning of the Private Securities Litigation Reform Act of 1995. We refer readers to the statements entitled "Non-GAAP Financial Measures" located at the end of this MD&A and "Forward-Looking Information and Cautionary Statements" and "Risk Factors" within Items 1 and 1A of this Form 10-K.OVERVIEWBio-Techne develops, manufactures and sells life science reagents, instruments and services for the research and clinical diagnostic markets worldwide. With our deep product portfolio and application expertise, we sell integral components of scientific investigations into biological processes and molecular diagnostics, revealing the nature, diagnosis, etiology and progression of specific diseases. Our products aid in drug discovery efforts and provide the means for accurate clinical tests and diagnoses.We manage the business in two operating segments - our Protein Sciences segment and our Diagnostics and Genomics 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 Genomics 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 for spatial genomic and tissue biopsy analysis, and genetic and oncology kits for research and clinical applications.RECENT ACQUISITIONSA 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 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. OVERALL RESULTSOperational UpdateFor fiscal 2024, consolidated net sales increased 2% to $1.2 billion as compared to fiscal 2023. Organic growth was 1%, with acquisitions having a favorable impact of 1%. Foreign currency translation and a business held-for sale did not have a material impact. Organic revenue growth was primarily driven by strong commercial execution in our Diagnostics and Genomics segment.​Consolidated net earnings, including non-controlling interest, decreased 41% compared to fiscal 2023. The decrease in earnings was driven by a non-recurring gain on the sale of our ChemoCentryx investment, a non-recurring gain on the sale of our investment in Changzhou Eminence Biotechnology Co., Ltd. (Eminence), and a non-recurring benefit related to the fair value of contingent consideration during fiscal 2023. The decrease in fiscal 2024 was also impacted by impairment of assets held-for-sale, restructuring charges, and CEO transition related charges. After adjusting for cost recognized upon 35 Table of Contents Table of Contents Table of Contents ITEM 6. SELECTED FINANCIAL DATARESERVEDITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONSThe following management discussion and analysis ("MD&A") provides information that we believe is useful in understanding our operating results, cash flows and financial condition. We provide quantitative information about the material sales drivers including the effect of acquisitions and changes in foreign currency at the corporate and segment level. We also provide quantitative information about discrete tax items and other significant factors we believe are useful for understanding our results. The MD&A should be read in conjunction with the consolidated financial information and related notes included in this Form 10-K. This discussion contains various "Non-GAAP Financial Measures" and also contains various "Forward-Looking Statements" within the meaning of the Private Securities Litigation Reform Act of 1995. We refer readers to the statements entitled "Non-GAAP Financial Measures" located at the end of this MD&A and "Forward-Looking Information and Cautionary Statements" and "Risk Factors" within Items 1 and 1A of this Form 10-K.OVERVIEWBio-Techne develops, manufactures and sells life science reagents, instruments and services for the research and clinical diagnostic markets worldwide. With our deep product portfolio and application expertise, we sell integral components of scientific investigations into biological processes and molecular diagnostics, revealing the nature, diagnosis, etiology and progression of specific diseases. Our products aid in drug discovery efforts and provide the means for accurate clinical tests and diagnoses.We manage the business in two operating segments - our Protein Sciences segment and our Diagnostics and Genomics 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 Genomics 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 for spatial genomic and tissue biopsy analysis, and genetic and oncology kits for research and clinical applications.RECENT ACQUISITIONSA 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 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. OVERALL RESULTSOperational UpdateFor fiscal 2024, consolidated net sales increased 2% to $1.2 billion as compared to fiscal 2023. Organic growth was 1%, with acquisitions having a favorable impact of 1%. Foreign currency translation and a business held-for sale did not have a material impact. Organic revenue growth was primarily driven by strong commercial execution in our Diagnostics and Genomics segment.​Consolidated net earnings, including non-controlling interest, decreased 41% compared to fiscal 2023. The decrease in earnings was driven by a non-recurring gain on the sale of our ChemoCentryx investment, a non-recurring gain on the sale of our investment in Changzhou Eminence Biotechnology Co., Ltd. (Eminence), and a non-recurring benefit related to the fair value of contingent consideration during fiscal 2023. The decrease in fiscal 2024 was also impacted by impairment of assets held-for-sale, restructuring charges, and CEO transition related charges. After adjusting for cost recognized upon ITEM 6. SELECTED FINANCIAL DATA RESERVED ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL **Current (2025):** The following chart compares the cumulative total shareholder return on the Company's common stock with the S&P 500 Index and the S&P 500 Life Sciences Tools and Services Index. The comparison assumes $100 was invested on the last trading day before July 1, 2019 in the Company's common stock and in each of the foregoing indices and assumes reinvestment of dividends. The Company became part of the S&P 500 Index during fiscal 2022. ​ ​ ​ 32 32 Table of ContentsITEM 6. SELECTED FINANCIAL DATARESERVEDITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONSThe following management discussion and analysis ("MD&A") provides information that we believe is useful in understanding our operating results, cash flows and financial condition. We provide quantitative information about the material sales drivers including the effect of acquisitions and changes in foreign currency at the corporate and segment level. We also provide quantitative information about discrete tax items and other significant factors we believe are useful for understanding our results. The MD&A should be read in conjunction with the consolidated financial information and related notes included in this Form 10-K. This discussion contains various "Non-GAAP Financial Measures" and also contains various "Forward-Looking Statements" within the meaning of the Private Securities Litigation Reform Act of 1995. We refer readers to the statements entitled "Non-GAAP Financial Measures" located at the end of this MD&A and "Forward-Looking Information and Cautionary Statements" and "Risk Factors" within Items 1 and 1A of this Form 10-K.OVERVIEWBio-Techne develops, manufactures and sells life science reagents, instruments and services for the research and clinical diagnostic markets worldwide. With our deep product portfolio and application expertise, we sell integral components of scientific investigations into biological processes and molecular diagnostics, revealing the nature, diagnosis, etiology and progression of specific diseases. Our products aid in drug discovery efforts and provide the means for accurate clinical tests and diagnoses.We 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.RECENT ACQUISITIONSA 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.OVERALL RESULTSOperational UpdateFor fiscal 2025, consolidated net sales increased 5% to $1.2 billion as compared to fiscal 2024. Organic growth was 5%, and foreign currency translation and a business held-for-sale did not have a material impact. Organic revenue growth was primarily driven by strong commercial execution in our Protein Sciences segment.​Consolidated net earnings for fiscal 2025 decreased 56% compared to fiscal 2024. The decrease in earnings was impacted by a non-recurring loss on an arbitration award, impairment of assets held-for-sale, and restructuring and restructuring-related charges. After adjusting for cost recognized upon sale of acquired inventory, intangibles amortization, acquisition-related costs, certain litigation charges, gain on sale of investments, stock-based compensation, restructuring and restructuring-related costs, impairment of assets held-for-sale, and impact of business held-for-sale, adjusted net earnings 33 Table of Contents Table of Contents Table of Contents ITEM 6. SELECTED FINANCIAL DATARESERVEDITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONSThe following management discussion and analysis ("MD&A") provides information that we believe is useful in understanding our operating results, cash flows and financial condition. We provide quantitative information about the material sales drivers including the effect of acquisitions and changes in foreign currency at the corporate and segment level. We also provide quantitative information about discrete tax items and other significant factors we believe are useful for understanding our results. The MD&A should be read in conjunction with the consolidated financial information and related notes included in this Form 10-K. This discussion contains various "Non-GAAP Financial Measures" and also contains various "Forward-Looking Statements" within the meaning of the Private Securities Litigation Reform Act of 1995. We refer readers to the statements entitled "Non-GAAP Financial Measures" located at the end of this MD&A and "Forward-Looking Information and Cautionary Statements" and "Risk Factors" within Items 1 and 1A of this Form 10-K.OVERVIEWBio-Techne develops, manufactures and sells life science reagents, instruments and services for the research and clinical diagnostic markets worldwide. With our deep product portfolio and application expertise, we sell integral components of scientific investigations into biological processes and molecular diagnostics, revealing the nature, diagnosis, etiology and progression of specific diseases. Our products aid in drug discovery efforts and provide the means for accurate clinical tests and diagnoses.We 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.RECENT ACQUISITIONSA 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.OVERALL RESULTSOperational UpdateFor fiscal 2025, consolidated net sales increased 5% to $1.2 billion as compared to fiscal 2024. Organic growth was 5%, and foreign currency translation and a business held-for-sale did not have a material impact. Organic revenue growth was primarily driven by strong commercial execution in our Protein Sciences segment.​Consolidated net earnings for fiscal 2025 decreased 56% compared to fiscal 2024. The decrease in earnings was impacted by a non-recurring loss on an arbitration award, impairment of assets held-for-sale, and restructuring and restructuring-related charges. After adjusting for cost recognized upon sale of acquired inventory, intangibles amortization, acquisition-related costs, certain litigation charges, gain on sale of investments, stock-based compensation, restructuring and restructuring-related costs, impairment of assets held-for-sale, and impact of business held-for-sale, adjusted net earnings ITEM 6. SELECTED FINANCIAL DATARESERVEDITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONSThe following management discussion and analysis ("MD&A") provides information that we believe is useful in understanding our operating results, cash flows and financial condition. We provide quantitative information about the material sales drivers including the effect of acquisitions and changes in foreign currency at the corporate and segment level. We also provide quantitative information about discrete tax items and other significant factors we believe are useful for understanding our results. The MD&A should be read in conjunction with the consolidated financial information and related notes included in this Form 10-K. This discussion contains various "Non-GAAP Financial Measures" and also contains various "Forward-Looking Statements" within the meaning of the Private Securities Litigation Reform Act of 1995. We refer readers to the statements entitled "Non-GAAP Financial Measures" located at the end of this MD&A and "Forward-Looking Information and Cautionary Statements" and "Risk Factors" within Items 1 and 1A of this Form 10-K.OVERVIEWBio-Techne develops, manufactures and sells life science reagents, instruments and services for the research and clinical diagnostic markets worldwide. With our deep product portfolio and application expertise, we sell integral components of scientific investigations into biological processes and molecular diagnostics, revealing the nature, diagnosis, etiology and progression of specific diseases. Our products aid in drug discovery efforts and provide the means for accurate clinical tests and diagnoses.We 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.RECENT ACQUISITIONSA 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.OVERALL RESULTSOperational UpdateFor fiscal 2025, consolidated net sales increased 5% to $1.2 billion as compared to fiscal 2024. Organic growth was 5%, and foreign currency translation and a business held-for-sale did not have a material impact. Organic revenue growth was primarily driven by strong commercial execution in our Protein Sciences segment.​Consolidated net earnings for fiscal 2025 decreased 56% compared to fiscal 2024. The decrease in earnings was impacted by a non-recurring loss on an arbitration award, impairment of assets held-for-sale, and restructuring and restructuring-related charges. After adjusting for cost recognized upon sale of acquired inventory, intangibles amortization, acquisition-related costs, certain litigation charges, gain on sale of investments, stock-based compensation, restructuring and restructuring-related costs, impairment of assets held-for-sale, and impact of business held-for-sale, adjusted net earnings ITEM 6. SELECTED FINANCIAL DATA RESERVED ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL --- ## Modified: Research and Development Expenses **Key changes:** - Reworded sentence: "Research and development expenses increased $2.8 million (3%) and $4.2 million (5%) in fiscal 2025 and 2024, respectively, as compared to prior year periods." **Prior (2024):** Research and development expenses increased $4.2 million (5%) and $5.4 million (6%) in fiscal 2024 and 2023, respectively, as compared to prior year periods. The increase in research and development expenses in fiscal 2024 and fiscal 2023 compared to the prior periods was primarily attributable to strategic growth investments including the acquisitions of Lunaphore and Namocell in fiscal 2024 and fiscal 2023, respectively. Consolidated research and development expenses were composed of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ **Current (2025):** Research and development expenses increased $2.8 million (3%) and $4.2 million (5%) in fiscal 2025 and 2024, respectively, as compared to prior year periods. The increase in research and development expenses in fiscal 2025 and fiscal 2024 compared to the prior periods was primarily attributable to strategic growth investments including the acquisition of Lunaphore in fiscal 2024. Consolidated research and development expenses were composed of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## Modified: Cash Flows From Financing Activities **Key changes:** - Reworded sentence: "In fiscal 2025, 2024, and 2023, the Company paid cash dividends of $50.4 million, $50.4 million, $50.3 million, respectively." - Reworded sentence: "The Company received $51.7 million, $60.9 million, $29.8 million, for the exercise of options for 1,209,000, 2,240,000, and 1,578,000 shares of common stock in fiscal 2025, 2024 and 2023, respectively." - Reworded sentence: "The multi-period excess earnings method model estimates revenues and cash flows derived from the primary asset and then deducts portions of the cash flow that can be attributed to supporting assets, such as trade names and in-process research and development, that contributed to the generation of the cash flows." - Reworded sentence: "The trade name fair value is generally calculated using the relief from royalty method, which calculates the cost savings associated with owning rather than licensing the technology." - Reworded sentence: "In circumstances that customer relationship assets are identified that are not the primary asset, they are valued using the distributor model income approach, which isolates revenues and cash flow associated with the sales and distribution function of the entity and attributable to customer-related assets, which are then discounted at a rate of return commensurate with the risk of the asset to calculate a present value.We estimate the fair value of liabilities for contingent consideration by discounting to present value the probability weighted contingent payments expected to be made." **Prior (2024):** In fiscal 2024, 2023, and 2022, the Company paid cash dividends of $50.4 million, $50.3 million, $50.2 million, respectively. The Board of Directors periodically considers the payment of cash dividends. The Company received $60.9 million, $29.8 million, $77.2 million, for the exercise of options for 2,240,000, 1,578,000, and 2,450,000 shares of common stock in fiscal 2024, 2023 and 2022, respectively. During fiscal 2024, 2023, and 2022, the Company repurchased $80.0 million, $19.6 million, and $161.0 million, respectively, in share repurchases included as a cash outflow within Financing Activities. During fiscal 2024, 2023, and 2022, the Company drew $225.0 million, $619.7 million, and $90.0 million, respectively, under its revolving line-of-credit facility. Repayments of $256.0 million, $525.7 million, and $175.5 million were made on its line-of-credit in fiscal 2024, 2023, and 2022, respectively. There were no payments during fiscal 2024 nor fiscal 2023 for contingent consideration. During fiscal 2022, the Company made $4.0 million in cash payments towards the Quad contingent consideration liability. Of the $4.0 million in total 43 43 Table of Contentspayments, $0.7 million is classified as financing on the statement of cash flows. The remaining $3.3 million was recorded as operating on the statement of cash flows as it represents the consideration liability that exceeds the amount of the contingent consideration liability recognized at the acquisition date.During fiscal 2024, 2023 and 2022, the Company paid $21.9 million, $28.9 million and $23.5 million, respectively, for taxes remitted on behalf of participants in net share settlement transactions and restricted stock units. The other financing activity during fiscal 2023 is primarily related to fees for the amended Credit Agreement that occurred in the first fiscal quarter. There was no comparable activity in fiscal 2024 or fiscal 2022. CRITICAL ACCOUNTING POLICIESManagement'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 America (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.The Company has identified the policies outlined below as critical to its business operations and an understanding of results of operations. The listing is not intended to be a comprehensive list of all accounting policies; investors should also refer to Note 1 to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.Business CombinationsWe allocate the purchase price of acquired businesses to the estimated fair values of the assets acquired and liabilities assumed as of the date of the acquisition. The calculations used to determine the fair value of the long-lived assets acquired, primarily intangible assets, can be complex and require significant judgment. We weigh many factors when completing these estimates including, but not limited to, the nature of the acquired company's business; its competitive position, strengths, and challenges; its historical financial position and performance; estimated customer retention rates; discount rates; and future plans for the combined entity. We may also engage independent valuation specialists, when necessary, to assist in the fair value calculations for significant acquired long-lived assets.The fair value of acquired technology is generally the primary asset identified and therefore estimated using the multi-period excess earnings method. The multi-period excess earnings method model estimates revenues and cash flows derived from the primary asset and then deducts portions of the cash flow that can be attributed to supporting assets, such as Trade Names and in-process research and development, that contributed to the generation of the cash flows. The resulting cash flow, which is attributable solely to the primary asset acquired, is then discounted at a rate of return commensurate with the risk of the asset to calculate a present value. The Trade Name is generally calculated using the relief from royalty method, which calculates the cost savings associated with owning rather than licensing the technology. Assumed royalty rates are applied to the projected revenues for the remaining useful life of the technology to estimate the royalty savings. In-process research and development assets are valued using the multi-period excess earnings method when the cash flows from the in-process research and development assets are separately identifiable from the primary asset. In circumstances that Customer Relationship assets are identified that are not the primary asset, they are valued using the distributor model income approach, which isolates revenues and cash flow associated with the sales and distribution function of the entity and attributable to customer-related assets, which are then discounted at a rate of return commensurate with the risk of the asset to calculate a present value.We estimate the fair value of liabilities for contingent consideration by discounting to present value the probability weighted contingent payments expected to be made. For potential payments related to financial performance based milestones, projected revenue and/or EBITDA amounts, volatility and discount rates assumptions are included in the estimated amounts. For potential payments related to product development milestones, the fair value is based on the 44 Table of Contents Table of Contents Table of Contents payments, $0.7 million is classified as financing on the statement of cash flows. The remaining $3.3 million was recorded as operating on the statement of cash flows as it represents the consideration liability that exceeds the amount of the contingent consideration liability recognized at the acquisition date.During fiscal 2024, 2023 and 2022, the Company paid $21.9 million, $28.9 million and $23.5 million, respectively, for taxes remitted on behalf of participants in net share settlement transactions and restricted stock units. The other financing activity during fiscal 2023 is primarily related to fees for the amended Credit Agreement that occurred in the first fiscal quarter. There was no comparable activity in fiscal 2024 or fiscal 2022. CRITICAL ACCOUNTING POLICIESManagement'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 America (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.The Company has identified the policies outlined below as critical to its business operations and an understanding of results of operations. The listing is not intended to be a comprehensive list of all accounting policies; investors should also refer to Note 1 to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.Business CombinationsWe allocate the purchase price of acquired businesses to the estimated fair values of the assets acquired and liabilities assumed as of the date of the acquisition. The calculations used to determine the fair value of the long-lived assets acquired, primarily intangible assets, can be complex and require significant judgment. We weigh many factors when completing these estimates including, but not limited to, the nature of the acquired company's business; its competitive position, strengths, and challenges; its historical financial position and performance; estimated customer retention rates; discount rates; and future plans for the combined entity. We may also engage independent valuation specialists, when necessary, to assist in the fair value calculations for significant acquired long-lived assets.The fair value of acquired technology is generally the primary asset identified and therefore estimated using the multi-period excess earnings method. The multi-period excess earnings method model estimates revenues and cash flows derived from the primary asset and then deducts portions of the cash flow that can be attributed to supporting assets, such as Trade Names and in-process research and development, that contributed to the generation of the cash flows. The resulting cash flow, which is attributable solely to the primary asset acquired, is then discounted at a rate of return commensurate with the risk of the asset to calculate a present value. The Trade Name is generally calculated using the relief from royalty method, which calculates the cost savings associated with owning rather than licensing the technology. Assumed royalty rates are applied to the projected revenues for the remaining useful life of the technology to estimate the royalty savings. In-process research and development assets are valued using the multi-period excess earnings method when the cash flows from the in-process research and development assets are separately identifiable from the primary asset. In circumstances that Customer Relationship assets are identified that are not the primary asset, they are valued using the distributor model income approach, which isolates revenues and cash flow associated with the sales and distribution function of the entity and attributable to customer-related assets, which are then discounted at a rate of return commensurate with the risk of the asset to calculate a present value.We estimate the fair value of liabilities for contingent consideration by discounting to present value the probability weighted contingent payments expected to be made. For potential payments related to financial performance based milestones, projected revenue and/or EBITDA amounts, volatility and discount rates assumptions are included in the estimated amounts. For potential payments related to product development milestones, the fair value is based on the payments, $0.7 million is classified as financing on the statement of cash flows. The remaining $3.3 million was recorded as operating on the statement of cash flows as it represents the consideration liability that exceeds the amount of the contingent consideration liability recognized at the acquisition date. During fiscal 2024, 2023 and 2022, the Company paid $21.9 million, $28.9 million and $23.5 million, respectively, for taxes remitted on behalf of participants in net share settlement transactions and restricted stock units. The other financing activity during fiscal 2023 is primarily related to fees for the amended Credit Agreement that occurred in the first fiscal quarter. There was no comparable activity in fiscal 2024 or fiscal 2022. **Current (2025):** In fiscal 2025, 2024, and 2023, the Company paid cash dividends of $50.4 million, $50.4 million, $50.3 million, respectively. The Board of Directors periodically considers the payment of cash dividends. The Company received $51.7 million, $60.9 million, $29.8 million, for the exercise of options for 1,209,000, 2,240,000, and 1,578,000 shares of common stock in fiscal 2025, 2024 and 2023, respectively. During fiscal 2025, 2024, and 2023, the Company repurchased $275.7 million, $80.0 million, and $19.6 million, respectively, in share repurchases included as a cash outflow within Financing Activities. During fiscal 2025, 2024, and 2023, the Company drew $104.0 million, $225.0 million, and $619.7 million, respectively, under its revolving line-of-credit facility. Repayments of $77.0 million, $256.0 million, and $525.7 million were made on its line-of-credit in fiscal 2025, 2024, and 2023, respectively. During fiscal 2025, 2024 and 2023, the Company paid $6.5 million, $21.9 million and $28.9 million, respectively, for taxes remitted on behalf of participants in net share settlement transactions, restricted stock, and restricted stock units. 41 41 Table of ContentsThe other financing activity during fiscal 2023 is primarily related to fees for the amended Credit Agreement that occurred in the first fiscal quarter. There was no comparable activity in fiscal 2025 or fiscal 2024. CRITICAL ACCOUNTING POLICIESManagement'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 America (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.The Company has identified the policies outlined below as critical to its business operations and an understanding of results of operations. The listing is not intended to be a comprehensive list of all accounting policies; investors should also refer to Note 1 to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.Business CombinationsWe allocate the purchase price of acquired businesses to the estimated fair values of the assets acquired and liabilities assumed as of the date of the acquisition. The calculations used to determine the fair value of the long-lived assets acquired, primarily intangible assets, can be complex and require significant judgment. We weigh many factors when completing these estimates including, but not limited to, the nature of the acquired company's business; its competitive position, strengths, and challenges; its historical financial position and performance; estimated customer retention rates; discount rates; and future plans for the combined entity. We may also engage independent valuation specialists, when necessary, to assist in the fair value calculations for significant acquired long-lived assets.The fair value of acquired technology is generally the primary asset identified and therefore estimated using the multi-period excess earnings method. The multi-period excess earnings method model estimates revenues and cash flows derived from the primary asset and then deducts portions of the cash flow that can be attributed to supporting assets, such as trade names and in-process research and development, that contributed to the generation of the cash flows. The resulting cash flow, which is attributable solely to the primary asset acquired, is then discounted at a rate of return commensurate with the risk of the asset to calculate a present value. The trade name fair value is generally calculated using the relief from royalty method, which calculates the cost savings associated with owning rather than licensing the technology. Assumed royalty rates are applied to the projected revenues for the remaining useful life of the technology to estimate the royalty savings. In-process research and development assets are valued using the multi-period excess earnings method when the cash flows from the in-process research and development assets are separately identifiable from the primary asset. In circumstances that customer relationship assets are identified that are not the primary asset, they are valued using the distributor model income approach, which isolates revenues and cash flow associated with the sales and distribution function of the entity and attributable to customer-related assets, which are then discounted at a rate of return commensurate with the risk of the asset to calculate a present value.We estimate the fair value of liabilities for contingent consideration by discounting to present value the probability weighted contingent payments expected to be made. For potential payments related to financial performance based milestones, projected revenue and/or EBITDA amounts, volatility and discount rates assumptions are included in the estimated amounts. For potential payments related to product development milestones, the fair value is based on the probability of achievement of such milestones. The excess of the purchase price over the estimated fair value of the net assets acquired is recorded as goodwill. Goodwill is not amortized, but is subject to impairment testing on at least an annual basis.We are also required to estimate the useful lives of the acquired intangible assets, which determines the amount of acquisition-related amortization expense we will record in future periods. Each reporting period, we evaluate the remaining 42 Table of Contents Table of Contents Table of Contents The other financing activity during fiscal 2023 is primarily related to fees for the amended Credit Agreement that occurred in the first fiscal quarter. There was no comparable activity in fiscal 2025 or fiscal 2024. CRITICAL ACCOUNTING POLICIESManagement'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 America (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.The Company has identified the policies outlined below as critical to its business operations and an understanding of results of operations. The listing is not intended to be a comprehensive list of all accounting policies; investors should also refer to Note 1 to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.Business CombinationsWe allocate the purchase price of acquired businesses to the estimated fair values of the assets acquired and liabilities assumed as of the date of the acquisition. The calculations used to determine the fair value of the long-lived assets acquired, primarily intangible assets, can be complex and require significant judgment. We weigh many factors when completing these estimates including, but not limited to, the nature of the acquired company's business; its competitive position, strengths, and challenges; its historical financial position and performance; estimated customer retention rates; discount rates; and future plans for the combined entity. We may also engage independent valuation specialists, when necessary, to assist in the fair value calculations for significant acquired long-lived assets.The fair value of acquired technology is generally the primary asset identified and therefore estimated using the multi-period excess earnings method. The multi-period excess earnings method model estimates revenues and cash flows derived from the primary asset and then deducts portions of the cash flow that can be attributed to supporting assets, such as trade names and in-process research and development, that contributed to the generation of the cash flows. The resulting cash flow, which is attributable solely to the primary asset acquired, is then discounted at a rate of return commensurate with the risk of the asset to calculate a present value. The trade name fair value is generally calculated using the relief from royalty method, which calculates the cost savings associated with owning rather than licensing the technology. Assumed royalty rates are applied to the projected revenues for the remaining useful life of the technology to estimate the royalty savings. In-process research and development assets are valued using the multi-period excess earnings method when the cash flows from the in-process research and development assets are separately identifiable from the primary asset. In circumstances that customer relationship assets are identified that are not the primary asset, they are valued using the distributor model income approach, which isolates revenues and cash flow associated with the sales and distribution function of the entity and attributable to customer-related assets, which are then discounted at a rate of return commensurate with the risk of the asset to calculate a present value.We estimate the fair value of liabilities for contingent consideration by discounting to present value the probability weighted contingent payments expected to be made. For potential payments related to financial performance based milestones, projected revenue and/or EBITDA amounts, volatility and discount rates assumptions are included in the estimated amounts. For potential payments related to product development milestones, the fair value is based on the probability of achievement of such milestones. The excess of the purchase price over the estimated fair value of the net assets acquired is recorded as goodwill. Goodwill is not amortized, but is subject to impairment testing on at least an annual basis.We are also required to estimate the useful lives of the acquired intangible assets, which determines the amount of acquisition-related amortization expense we will record in future periods. Each reporting period, we evaluate the remaining The other financing activity during fiscal 2023 is primarily related to fees for the amended Credit Agreement that occurred in the first fiscal quarter. There was no comparable activity in fiscal 2025 or fiscal 2024. CRITICAL ACCOUNTING POLICIESManagement'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 America (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.The Company has identified the policies outlined below as critical to its business operations and an understanding of results of operations. The listing is not intended to be a comprehensive list of all accounting policies; investors should also refer to Note 1 to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.Business CombinationsWe allocate the purchase price of acquired businesses to the estimated fair values of the assets acquired and liabilities assumed as of the date of the acquisition. The calculations used to determine the fair value of the long-lived assets acquired, primarily intangible assets, can be complex and require significant judgment. We weigh many factors when completing these estimates including, but not limited to, the nature of the acquired company's business; its competitive position, strengths, and challenges; its historical financial position and performance; estimated customer retention rates; discount rates; and future plans for the combined entity. We may also engage independent valuation specialists, when necessary, to assist in the fair value calculations for significant acquired long-lived assets.The fair value of acquired technology is generally the primary asset identified and therefore estimated using the multi-period excess earnings method. The multi-period excess earnings method model estimates revenues and cash flows derived from the primary asset and then deducts portions of the cash flow that can be attributed to supporting assets, such as trade names and in-process research and development, that contributed to the generation of the cash flows. The resulting cash flow, which is attributable solely to the primary asset acquired, is then discounted at a rate of return commensurate with the risk of the asset to calculate a present value. The trade name fair value is generally calculated using the relief from royalty method, which calculates the cost savings associated with owning rather than licensing the technology. Assumed royalty rates are applied to the projected revenues for the remaining useful life of the technology to estimate the royalty savings. In-process research and development assets are valued using the multi-period excess earnings method when the cash flows from the in-process research and development assets are separately identifiable from the primary asset. In circumstances that customer relationship assets are identified that are not the primary asset, they are valued using the distributor model income approach, which isolates revenues and cash flow associated with the sales and distribution function of the entity and attributable to customer-related assets, which are then discounted at a rate of return commensurate with the risk of the asset to calculate a present value.We estimate the fair value of liabilities for contingent consideration by discounting to present value the probability weighted contingent payments expected to be made. For potential payments related to financial performance based milestones, projected revenue and/or EBITDA amounts, volatility and discount rates assumptions are included in the estimated amounts. For potential payments related to product development milestones, the fair value is based on the probability of achievement of such milestones. The excess of the purchase price over the estimated fair value of the net assets acquired is recorded as goodwill. Goodwill is not amortized, but is subject to impairment testing on at least an annual basis.We are also required to estimate the useful lives of the acquired intangible assets, which determines the amount of acquisition-related amortization expense we will record in future periods. Each reporting period, we evaluate the remaining The other financing activity during fiscal 2023 is primarily related to fees for the amended Credit Agreement that occurred in the first fiscal quarter. There was no comparable activity in fiscal 2025 or fiscal 2024. --- ## Modified: Our growth depends in part on the timely development and commercialization of new and enhanced products and services that meet our customers' needs. Our growth can also be negatively impacted if our customers do not grow as anticipated. **Key changes:** - Reworded sentence: "Our success will depend on several factors, including our ability to: ​ ​ ​ ​ ​ ​ ​ ​ ​ If we fail to accurately predict future customer needs and preferences or fail to produce viable technologies, we may invest heavily in research and development of products that do not lead to significant revenue, which would adversely affect our business and financial results." **Prior (2024):** We generally sell our products and services in industries that are characterized by rapid technological change, frequent new product introductions and new market entrants and competitors. If we do not develop innovative new and enhanced products and services on a timely basis, our offerings will become obsolete over time and our business and financial results will suffer. Our success will depend on several factors, including our ability to: ●correctly identify and/or predict customer needs and preferences; ​ ●allocate our research funding to products with higher growth prospects; ​ ●anticipate and respond to our competitors' development of new products and technological innovations; ​ ●differentiate our offerings from our competitors' offerings and avoid our products from becoming commodities; ​ ●innovate and develop new technologies and applications, and acquire or obtain rights to third-party technologies that may have valuable applications in the markets we serve; ​ ●obtain adequate intellectual property rights with respect to key technologies; ​ ●successfully commercialize new technologies in a timely manner, price them competitively and cost-effectively manufacture and deliver sufficient volumes of new products of appropriate quality on time; ​ ​ ●stimulate customer demand for and convince customers to adopt new technologies. ​ If we fail to accurately predict future customer needs and preferences or fail to produce viable technologies, we may invest heavily in research and development of products that do not lead to significant revenue, which would adversely affect our business and financial results. Even when we successfully innovate and develop new and enhanced products, we often incur substantial costs in doing so, and our profitability may suffer. **Current (2025):** We generally sell our products and services in industries that are characterized by rapid technological change, frequent new product introductions and new market entrants and competitors. If we do not develop innovative new and enhanced products and services on a timely basis, our offerings will become obsolete over time and our business and financial results will suffer. Our success will depend on several factors, including our ability to: ​ ​ ​ ​ ​ ​ ​ ​ ​ If we fail to accurately predict future customer needs and preferences or fail to produce viable technologies, we may invest heavily in research and development of products that do not lead to significant revenue, which would adversely affect our business and financial results. Even when we successfully innovate and develop new and enhanced products, we often incur substantial costs in doing so, and our profitability may suffer. --- ## Modified: Year Ended June 30, **Key changes:** - Reworded sentence: "​ 2025 2024 2023 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 5 % 1 % 5 % Acquisitions sales growth 0 % 1 % 0 % Impact of foreign currency fluctuations 0 % 0 % (2) % Impact of business held for sale ​ 0 % 0 % - % Consolidated net sales growth 5 % 2 % 3 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​" **Prior (2024):** ​ 2024 2023 2022 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 1 % 5 % 17 % Acquisitions sales growth 1 % 0 % 3 % Impact of foreign currency fluctuations 0 % (2) % (1) % Impact of business held for sale ​ 0 % - % - % Consolidated net sales growth 2 % 3 % 19 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ **Current (2025):** ​ 2025 2024 2023 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 5 % 1 % 5 % Acquisitions sales growth 0 % 1 % 0 % Impact of foreign currency fluctuations 0 % 0 % (2) % Impact of business held for sale ​ 0 % 0 % - % Consolidated net sales growth 5 % 2 % 3 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## Modified: LIQUIDITY AND CAPITAL RESOURCES **Key changes:** - Reworded sentence: "Cash, cash equivalents and available-for-sale investments at June 30, 2025 were $162.2 million compared to $152.9 million at June 30, 2024." - Reworded sentence: "At June 30, 2025, we had $346.0 million in borrowings under the revolving credit facility, resulting in $654.0 million of unutilized availability under our revolving credit facility." **Prior (2024):** Cash, cash equivalents and available-for-sale investments at June 30, 2024 were $152.9 million compared to $204.3 million at June 30, 2023. Included in the available-for-sale investments was 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 in the prior comparable period. As of June 30, 2023, there was $23.7 million included in the available-for-sale investments related to the fair value of the Company's investment in exchange traded investment grade bond funds. At June 30, 2024, approximately 28% of the Company's cash and cash equivalent account balances of $42.2 million were located in the U.S., with the remainder located in primarily in Canada, China, the U.K. and other European countries. At June 30, 2024, all of the Company's available-for-sale investment account balances of $1.1 million were located in Europe. At June 30, 2024, we had $319 million in borrowings under the revolving credit facility, resulting in $681 million of unutilized availability under our revolving credit facility. The Company has either paid U.S. taxes on its undistributed foreign earnings or intends to indefinitely reinvest the undistributed earnings in the foreign operations or expects the earnings will be remitted in a tax neutral transaction. Management of the Company expects to be able to meet its cash and working capital requirements for operations, facility expansion, capital additions, and cash dividends for the foreseeable future, and at least the next 12 months, through currently available funds, including funds available through our line-of-credit and cash generated from operations. Future acquisition strategies may or may not require additional borrowings under the line-of-credit facility or other outside sources of funding. **Current (2025):** Cash, cash equivalents and available-for-sale investments at June 30, 2025 were $162.2 million compared to $152.9 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, approximately 34% of the Company's cash and cash equivalent account balances of $55.2 million were located in the U.S., with the remainder located in primarily in Canada, China, the U.K. and other European countries. At June 30, 2025, we had $346.0 million in borrowings under the revolving credit facility, resulting in $654.0 million of unutilized availability under our revolving credit facility. The Company has either paid U.S. taxes on its undistributed foreign earnings or intends to indefinitely reinvest the undistributed earnings in the foreign operations or expects the earnings will be remitted in a tax neutral transaction. Management of the Company expects to be able to meet its cash and working capital requirements for operations, facility expansion, capital additions, and cash dividends for the foreseeable future, and at least the next 12 months, through currently available funds, including funds available through our line-of-credit and cash generated from operations. Future acquisition strategies may or may not require additional borrowings under the line-of-credit facility or other outside sources of funding. --- ## Modified: Year Ended June 30, **Key changes:** - Reworded sentence: "​ ​ ​ 2025 ​ 2024 ​ 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net earnings before taxes - GAAP ​ $ 98,463 ​ $ 185,689 ​ $ 338,659 ​ Identified adjustments attributable to Bio-Techne: ​ ​ ​ ​ ​ ​ Costs recognized upon sale of acquired inventory ​ 751 ​ 729 ​ 400 ​ Amortization of intangibles ​ 75,321 ​ 78,318 ​ 76,413 ​ Amortization of Wilson Wolf intangible assets and acquired inventory ​ ​ 9,959 ​ ​ 15,686 ​ ​ 2,805 ​ Acquisition related expenses and other ​ 12,738 ​ 7,564 ​ (9,147) ​ Certain litigation charges ​ ​ 41,827 ​ ​ 3,506 ​ ​ - ​ Gain on sale of partially-owned consolidated subsidiaries ​ ​ - ​ ​ - ​ ​ (11,682) ​ Stock based compensation, inclusive of employer taxes ​ 42,158 ​ 40,277 ​ 41,217 ​ Restructuring and restructuring-related costs ​ 28,231 ​ 12,245 ​ 3,829 ​ Investment gain and other non-operating ​ - ​ (283) ​ (37,646) ​ Impairment of assets held-for-sale ​ ​ 80,503 ​ ​ 21,963 ​ ​ - ​ Impact of partially-owned subsidiaries(1) ​ - ​ - ​ (420) ​ Impact of business held-for-sale(2) ​ ​ 479 ​ ​ (525) ​ ​ - ​ Earnings before taxes - Adjusted(1,2) ​ $ 390,430 ​ $ 365,169 ​ $ 404,428 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-GAAP tax rate ​ 21.5 % 22.0 % 20.5 % Non-GAAP tax expense ​ $ 83,973 ​ $ 80,420 ​ $ 82,948 ​ Non-GAAP adjusted net earnings attributable to Bio-Techne(1,2) ​ $ 306,457 ​ $ 284,749 ​ $ 321,480 ​ Earnings per share - diluted - Adjusted(1,2) ​ $ 1.92 ​ $ 1.77 ​ $ 1.99 ​ ​ ​ Depending on the nature of discrete tax items, our reported tax rate may not be consistent on a period to period basis." - Reworded sentence: "Management of the Company expects to be able to meet its cash and working capital requirements for operations, facility expansion, capital additions, and cash dividends for the foreseeable future, and at least the next 12 months, through currently available funds, including funds available through our line-of-credit and cash generated from operations.Future acquisition strategies may or may not require additional borrowings under the line-of-credit facility or other outside sources of funding.Cash Flows From Operating ActivitiesThe Company generated cash from operations of $287.6 million, $299.0 million, and $254.4 million in fiscal 2025, 2024, and 2023, respectively." - Reworded sentence: "Cash Flows From Investing ActivitiesWe continue to make investments in our business, including capital expenditures to enable revenue growth." - Reworded sentence: "Management of the Company expects to be able to meet its cash and working capital requirements for operations, facility expansion, capital additions, and cash dividends for the foreseeable future, and at least the next 12 months, through currently available funds, including funds available through our line-of-credit and cash generated from operations.Future acquisition strategies may or may not require additional borrowings under the line-of-credit facility or other outside sources of funding.Cash Flows From Operating ActivitiesThe Company generated cash from operations of $287.6 million, $299.0 million, and $254.4 million in fiscal 2025, 2024, and 2023, respectively." - Reworded sentence: "Cash Flows From Investing ActivitiesWe continue to make investments in our business, including capital expenditures to enable revenue growth." **Prior (2024):** ​ 2024 2023 2022 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 1 % 5 % 17 % Acquisitions sales growth 1 % 0 % 3 % Impact of foreign currency fluctuations 0 % (2) % (1) % Impact of business held for sale ​ 0 % - % - % Consolidated net sales growth 2 % 3 % 19 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ **Current (2025):** ​ 2025 2024 2023 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 5 % 1 % 5 % Acquisitions sales growth 0 % 1 % 0 % Impact of foreign currency fluctuations 0 % 0 % (2) % Impact of business held for sale ​ 0 % 0 % - % Consolidated net sales growth 5 % 2 % 3 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## Modified: Net Interest Income / (Expense) **Key changes:** - Reworded sentence: "Net interest income/(expense) for fiscal 2025, 2024, and 2023 was ($4.6) million, ($12.4) million, and ($7.8) million, respectively." - Reworded sentence: "Income TaxesIncome taxes for fiscal 2025, 2024, and 2023 were at effective rates of 25.5%, 9.5%, and 15.7%, respectively, of consolidated earnings before income taxes." - Reworded sentence: "​38 Table of Contents Table of Contents Table of Contents Other Non-Operating Income / (Expense), NetOther non-operating income/(expense), net, consists of foreign currency transaction gains and losses, rental income, building expenses related to rental property and the Company's gains and losses on investments as follows (in thousands):​​​​​​​​​​​ Year Ended June 30, ​​2025​2024​2023​​​​​​​​​​Foreign currency gains (losses)​$ 1,447​$ (726)​$ 676Rental income​ 356​ 305​ 426Real estate taxes, depreciation and utilities​ (1,590)​ (1,630)​ (1,810)Gain (Loss) on investment​ - ​ 283​ 49,328Gain (Loss) on equity method investment​​ 938​​ (6,841)​​ (1,143)Miscellaneous (expense) income​ (320)​ 25​ 43Other non-operating income (expense), net​$ 831​$ (8,584)​$ 47,520​During fiscal 2025, the Company recognized a gain of $0.9 million related to our equity method investment in Wilson Wolf." - Reworded sentence: "Income TaxesIncome taxes for fiscal 2025, 2024, and 2023 were at effective rates of 25.5%, 9.5%, and 15.7%, respectively, of consolidated earnings before income taxes." - Reworded sentence: "​ Other Non-Operating Income / (Expense), NetOther non-operating income/(expense), net, consists of foreign currency transaction gains and losses, rental income, building expenses related to rental property and the Company's gains and losses on investments as follows (in thousands):​​​​​​​​​​​ Year Ended June 30, ​​2025​2024​2023​​​​​​​​​​Foreign currency gains (losses)​$ 1,447​$ (726)​$ 676Rental income​ 356​ 305​ 426Real estate taxes, depreciation and utilities​ (1,590)​ (1,630)​ (1,810)Gain (Loss) on investment​ - ​ 283​ 49,328Gain (Loss) on equity method investment​​ 938​​ (6,841)​​ (1,143)Miscellaneous (expense) income​ (320)​ 25​ 43Other non-operating income (expense), net​$ 831​$ (8,584)​$ 47,520​During fiscal 2025, the Company recognized a gain of $0.9 million related to our equity method investment in Wilson Wolf." **Prior (2024):** Net interest income/(expense) for fiscal 2024, 2023, and 2022 was ($12.4) million, $(7.8) million, and $(10.5) million, respectively. During fiscal 2024, average monthly outstanding debt was higher than fiscal 2023 leading to increased interest expense compared to fiscal 2023. Net interest expense in fiscal 2023 decreased when compared to fiscal 2022 due to a favorable rate on a forward starting interest rate swap as disclosed in Note 5 that went into effect in fiscal year 2023. 39 39 Table of ContentsOther Non-Operating Income / (Expense), NetOther non-operating income/(expense), net, consists of foreign currency transaction gains and losses, rental income, building expenses related to rental property and the Company's gains and losses on investments as follows (in thousands):​​​​​​​​​​​ Year Ended June 30, ​​2024​2023​2022​​​​​​​​​​Foreign currency gains (losses)​$ (726)​$ 676​$ 699Rental income​ 305​ 426​ 599Real estate taxes, depreciation and utilities​ (1,630)​ (1,810)​ (2,035)Gain on investment​ 283​ 49,328​ 15,186Loss on equity method investment​​ (6,841)​​ (1,143)​​ - Miscellaneous (expense) income​ 25​ 43​ 862Other non-operating income (expense), net​$ (8,584)​$ 47,520​$ 15,311​During fiscal 2024, the Company recognized a gain of $0.3 million related to the sale of our exchange traded bond funds. Additionally, the Company recognized losses of $6.8 million related to our equity method investment in Wilson Wolf. During fiscal 2023, the Company recognized gains of $37.2 million related to the sale of our ChemoCentryx, Inc. (CCXI) investment, $11.7 million related to the sale of our Eminence investment, and a gain of $0.4 million related to the change in fair value of our exchange traded bond funds. Additionally, the Company recognized losses of $1.1 million related to our equity method investment in Wilson Wolf. During fiscal 2022, the Company recognized gains of $16.1 million related to changes in fair value associated with changes in the stock price of our CCXI investment. Additionally, the Company recognized losses of $1.1 million related to changes in fair value associated with changes in the stock price of our exchange traded investment grade bond funds. On August 4, 2022, the Company sold all of its shares in CCXI.Income TaxesIncome taxes for fiscal 2024, 2023, and 2022 were at effective rates of 9.5%, 15.7%, and 12.7%, respectively, of consolidated earnings before income taxes. The change in the effective tax rate for fiscal 2024 compared to fiscal 2023 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 $18.4 million in fiscal 2024. The Company's discrete tax benefits in fiscal 2023 primarily related to share-based compensation excess tax benefits of $12.3 million. The Company's discrete tax benefits in fiscal 2022 primarily related to share-based compensation excess tax benefits of $29.3 million. ​40 Table of Contents Table of Contents Table of Contents Other Non-Operating Income / (Expense), NetOther non-operating income/(expense), net, consists of foreign currency transaction gains and losses, rental income, building expenses related to rental property and the Company's gains and losses on investments as follows (in thousands):​​​​​​​​​​​ Year Ended June 30, ​​2024​2023​2022​​​​​​​​​​Foreign currency gains (losses)​$ (726)​$ 676​$ 699Rental income​ 305​ 426​ 599Real estate taxes, depreciation and utilities​ (1,630)​ (1,810)​ (2,035)Gain on investment​ 283​ 49,328​ 15,186Loss on equity method investment​​ (6,841)​​ (1,143)​​ - Miscellaneous (expense) income​ 25​ 43​ 862Other non-operating income (expense), net​$ (8,584)​$ 47,520​$ 15,311​During fiscal 2024, the Company recognized a gain of $0.3 million related to the sale of our exchange traded bond funds. Additionally, the Company recognized losses of $6.8 million related to our equity method investment in Wilson Wolf. During fiscal 2023, the Company recognized gains of $37.2 million related to the sale of our ChemoCentryx, Inc. (CCXI) investment, $11.7 million related to the sale of our Eminence investment, and a gain of $0.4 million related to the change in fair value of our exchange traded bond funds. Additionally, the Company recognized losses of $1.1 million related to our equity method investment in Wilson Wolf. During fiscal 2022, the Company recognized gains of $16.1 million related to changes in fair value associated with changes in the stock price of our CCXI investment. Additionally, the Company recognized losses of $1.1 million related to changes in fair value associated with changes in the stock price of our exchange traded investment grade bond funds. On August 4, 2022, the Company sold all of its shares in CCXI.Income TaxesIncome taxes for fiscal 2024, 2023, and 2022 were at effective rates of 9.5%, 15.7%, and 12.7%, respectively, of consolidated earnings before income taxes. The change in the effective tax rate for fiscal 2024 compared to fiscal 2023 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 $18.4 million in fiscal 2024. The Company's discrete tax benefits in fiscal 2023 primarily related to share-based compensation excess tax benefits of $12.3 million. The Company's discrete tax benefits in fiscal 2022 primarily related to share-based compensation excess tax benefits of $29.3 million. ​ **Current (2025):** Net interest income/(expense) for fiscal 2025, 2024, and 2023 was ($4.6) million, ($12.4) million, and ($7.8) million, respectively. During fiscal 2025, average monthly outstanding debt was lower than fiscal 2024 leading to decreased interest expense compared to fiscal 2024. Net interest expense in fiscal 2024 increased when compared to fiscal 2023 as average monthly outstanding debt was higher than fiscal 2023, leading to increased interest expense compared to fiscal 2023. 37 37 Table of ContentsOther Non-Operating Income / (Expense), NetOther non-operating income/(expense), net, consists of foreign currency transaction gains and losses, rental income, building expenses related to rental property and the Company's gains and losses on investments as follows (in thousands):​​​​​​​​​​​ Year Ended June 30, ​​2025​2024​2023​​​​​​​​​​Foreign currency gains (losses)​$ 1,447​$ (726)​$ 676Rental income​ 356​ 305​ 426Real estate taxes, depreciation and utilities​ (1,590)​ (1,630)​ (1,810)Gain (Loss) on investment​ - ​ 283​ 49,328Gain (Loss) on equity method investment​​ 938​​ (6,841)​​ (1,143)Miscellaneous (expense) income​ (320)​ 25​ 43Other non-operating income (expense), net​$ 831​$ (8,584)​$ 47,520​During fiscal 2025, the Company recognized a gain of $0.9 million related to our equity method investment in Wilson Wolf. During fiscal 2024, the Company recognized losses of $6.8 million related to our equity method investment in Wilson Wolf. During fiscal 2023, the Company recognized gains of $37 million related to the sale of our CCXI investment, $11.7 million related to the sale of our Eminence investment, and a gain of $0.4 million related to the change in fair value of our exchange traded bond funds. Additionally, the Company recognized losses of $1.1 million related to our equity method investment in Wilson Wolf. Income TaxesIncome taxes for fiscal 2025, 2024, and 2023 were at effective rates of 25.5%, 9.5%, and 15.7%, respectively, of consolidated earnings before income taxes. The change in the effective tax rate for fiscal 2025 compared to fiscal 2024 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 $12.3 million. ​38 Table of Contents Table of Contents Table of Contents Other Non-Operating Income / (Expense), NetOther non-operating income/(expense), net, consists of foreign currency transaction gains and losses, rental income, building expenses related to rental property and the Company's gains and losses on investments as follows (in thousands):​​​​​​​​​​​ Year Ended June 30, ​​2025​2024​2023​​​​​​​​​​Foreign currency gains (losses)​$ 1,447​$ (726)​$ 676Rental income​ 356​ 305​ 426Real estate taxes, depreciation and utilities​ (1,590)​ (1,630)​ (1,810)Gain (Loss) on investment​ - ​ 283​ 49,328Gain (Loss) on equity method investment​​ 938​​ (6,841)​​ (1,143)Miscellaneous (expense) income​ (320)​ 25​ 43Other non-operating income (expense), net​$ 831​$ (8,584)​$ 47,520​During fiscal 2025, the Company recognized a gain of $0.9 million related to our equity method investment in Wilson Wolf. During fiscal 2024, the Company recognized losses of $6.8 million related to our equity method investment in Wilson Wolf. During fiscal 2023, the Company recognized gains of $37 million related to the sale of our CCXI investment, $11.7 million related to the sale of our Eminence investment, and a gain of $0.4 million related to the change in fair value of our exchange traded bond funds. Additionally, the Company recognized losses of $1.1 million related to our equity method investment in Wilson Wolf. Income TaxesIncome taxes for fiscal 2025, 2024, and 2023 were at effective rates of 25.5%, 9.5%, and 15.7%, respectively, of consolidated earnings before income taxes. The change in the effective tax rate for fiscal 2025 compared to fiscal 2024 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 $12.3 million. ​ Other Non-Operating Income / (Expense), NetOther non-operating income/(expense), net, consists of foreign currency transaction gains and losses, rental income, building expenses related to rental property and the Company's gains and losses on investments as follows (in thousands):​​​​​​​​​​​ Year Ended June 30, ​​2025​2024​2023​​​​​​​​​​Foreign currency gains (losses)​$ 1,447​$ (726)​$ 676Rental income​ 356​ 305​ 426Real estate taxes, depreciation and utilities​ (1,590)​ (1,630)​ (1,810)Gain (Loss) on investment​ - ​ 283​ 49,328Gain (Loss) on equity method investment​​ 938​​ (6,841)​​ (1,143)Miscellaneous (expense) income​ (320)​ 25​ 43Other non-operating income (expense), net​$ 831​$ (8,584)​$ 47,520​During fiscal 2025, the Company recognized a gain of $0.9 million related to our equity method investment in Wilson Wolf. During fiscal 2024, the Company recognized losses of $6.8 million related to our equity method investment in Wilson Wolf. During fiscal 2023, the Company recognized gains of $37 million related to the sale of our CCXI investment, $11.7 million related to the sale of our Eminence investment, and a gain of $0.4 million related to the change in fair value of our exchange traded bond funds. Additionally, the Company recognized losses of $1.1 million related to our equity method investment in Wilson Wolf. Income TaxesIncome taxes for fiscal 2025, 2024, and 2023 were at effective rates of 25.5%, 9.5%, and 15.7%, respectively, of consolidated earnings before income taxes. The change in the effective tax rate for fiscal 2025 compared to fiscal 2024 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. ​ --- ## Modified: Year Ended June 30, **Key changes:** - Reworded sentence: "​ ​ ​ 2025 ​ 2024 ​ 2023 ​ ​ ​ ​ ​ ​ ​ ​ GAAP effective tax rate ​ 25.5 % 9.5 % 15.7 % Discrete items ​ 0.8 14.0 3.4 ​ Impact of non-taxable net gain ​ - ​ - ​ 0.7 ​ Long-term GAAP tax rate ​ 26.3 % 23.5 % 19.8 % ​ ​ ​ ​ ​ ​ ​ ​ Rate impact items ​ ​ Stock based compensation ​ (3.1) % (2.5) % (1.4) % Other ​ (1.7) 1.0 2.1 ​ Total rate impact items ​ (4.8) % (1.5) % 0.7 % Non-GAAP adjusted tax rate ​ 21.5 % 22.0 % 20.5 % ​ Refer to Note 12 for additional discussion relating to the change in discrete tax items between fiscal 2025 and fiscal 2024." **Prior (2024):** ​ 2024 2023 2022 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 1 % 5 % 17 % Acquisitions sales growth 1 % 0 % 3 % Impact of foreign currency fluctuations 0 % (2) % (1) % Impact of business held for sale ​ 0 % - % - % Consolidated net sales growth 2 % 3 % 19 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ **Current (2025):** ​ 2025 2024 2023 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 5 % 1 % 5 % Acquisitions sales growth 0 % 1 % 0 % Impact of foreign currency fluctuations 0 % 0 % (2) % Impact of business held for sale ​ 0 % 0 % - % Consolidated net sales growth 5 % 2 % 3 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## Modified: CONSOLIDATED BALANCE SHEETS **Key changes:** - Reworded sentence: "Bio-Techne Corporation and Subsidiaries (in thousands, except share and per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ 2025 ​ 2024 ASSETS ​ ​ Current assets: ​ ​ Cash and cash equivalents ​ $ 162,186 ​ $ 151,791 Short-term available-for-sale investments ​ - ​ 1,072 Accounts receivable, less allowances of $4,215 and $4,386, respectively ​ 206,876 ​ 241,394 Inventories ​ 189,446 ​ 179,731 Current assets held-for-sale ​ ​ 12,332 ​ ​ 9,773 Other current assets ​ 37,460 ​ 33,658 Total current assets ​ 608,300 ​ 617,419 ​ ​ ​ ​ ​ ​ ​ Property and equipment, net ​ 245,719 ​ 251,154 Right-of-use assets ​ 73,399 ​ 91,285 Goodwill ​ 980,935 ​ 972,663 Intangible assets, net ​ 365,599 ​ 507,081 Deferred tax asset ​ ​ 10,307 ​ ​ - Other assets ​ 273,609 ​ 264,265 Total assets ​ $ 2,557,868 ​ $ 2,703,867 LIABILITIES AND SHAREHOLDERS' EQUITY ​ ​ Current liabilities: ​ ​ Trade accounts payable ​ $ 25,311 ​ $ 37,968 Salaries, wages and related accruals ​ 65,791 ​ 49,818 Accrued expenses ​ 25,663 ​ 24,886 Contract liabilities ​ 32,571 ​ 27,930 Income taxes payable ​ 10,770 ​ 3,706 Operating lease liabilities - current ​ 14,098 ​ 12,920 Other current liabilities ​ 1,645 ​ 2,151 Total current liabilities ​ 175,849 ​ 159,379 ​ ​ ​ ​ ​ ​ ​ Deferred income taxes ​ 6,169 ​ 55,863 Long-term debt obligations ​ 346,000 ​ 319,000 Operating lease liabilities ​ 83,960 ​ 87,618 Other long-term liabilities ​ 27,082 ​ 13,157 ​ ​ ​ Shareholders' equity: ​ ​ ​ ​ ​ ​ Undesignated capital stock, no par; authorized 5,000,000 shares; none issued or outstanding ​ - ​ - Common stock, par value $.01 per share; authorized 400,000,000; issued and outstanding 154,972,196 and 158,216,258, respectively ​ 1,550 ​ 1,582 Additional paid-in capital ​ 911,089 ​ 820,337 Retained earnings ​ 1,066,049 ​ 1,325,247 Accumulated other comprehensive loss ​ (59,880) ​ (78,316) Total shareholders' equity ​ 1,918,808 ​ 2,068,850 Total liabilities and shareholders' equity ​ $ 2,557,868 ​ $ 2,703,867 ​ ​ See Notes to Consolidated Financial Statements." **Prior (2024):** Bio-Techne Corporation and Subsidiaries (in thousands, except share and per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ 2024 ​ 2023 ASSETS ​ ​ Current assets: ​ ​ Cash and cash equivalents ​ $ 151,791 ​ $ 180,571 Short-term available-for-sale investments ​ 1,072 ​ 23,739 Accounts receivable, less allowance for doubtful accounts of $4,386 and $4,738, respectively ​ 241,394 ​ 218,468 Inventories ​ 179,731 ​ 171,638 Current assets held-for-sale ​ ​ 9,773 ​ ​ - Other current assets ​ 33,658 ​ 27,066 Total current assets ​ 617,419 ​ 621,482 ​ ​ ​ ​ ​ ​ ​ Property and equipment, net ​ 251,154 ​ 226,200 Right-of-use assets ​ 91,285 ​ 98,326 Goodwill ​ 972,663 ​ 872,737 Intangible assets, net ​ 507,081 ​ 534,645 Other assets ​ 264,265 ​ 285,302 Total assets ​ $ 2,703,867 ​ $ 2,638,692 LIABILITIES AND SHAREHOLDERS' EQUITY ​ ​ Current liabilities: ​ ​ Trade accounts payable ​ $ 37,968 ​ $ 25,679 Salaries, wages and related accruals ​ 49,818 ​ 36,747 Accrued expenses ​ 24,886 ​ 14,880 Contract liabilities ​ 27,930 ​ 23,069 Income taxes payable ​ 3,706 ​ 12,022 Operating lease liabilities - current ​ 12,920 ​ 11,199 Contingent consideration payable ​ - ​ 3,500 Other current liabilities ​ 2,151 ​ 1,413 Total current liabilities ​ 159,379 ​ 128,509 ​ ​ ​ ​ ​ ​ ​ Deferred income taxes ​ 55,863 ​ 88,982 Long-term debt obligations ​ 319,000 ​ 350,000 Operating lease liabilities ​ 87,618 ​ 93,766 Other long-term liabilities ​ 13,157 ​ 10,919 ​ ​ ​ Bio-Techne's Shareholders' equity: ​ ​ ​ ​ ​ ​ Undesignated capital stock, no par; authorized 5,000,000 shares; none issued or outstanding ​ - ​ - Common stock, par value $.01 per share; authorized 400,000,000; issued and outstanding 158,216,258 and 157,641,914 respectively ​ 1,582 ​ 1,576 Additional paid-in capital ​ 820,337 ​ 721,543 Retained earnings ​ 1,325,247 ​ 1,309,461 Accumulated other comprehensive loss ​ (78,316) ​ (66,064) Total Bio-Techne's shareholders' equity ​ 2,068,850 ​ 1,966,516 Total liabilities and shareholders' equity ​ $ 2,703,867 ​ $ 2,638,692 ​ ​ See Notes to Consolidated Financial Statements. ​ 51 51 Table of ContentsCONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITYBio-Techne Corporation and Subsidiaries(in thousands)​​​​​​​​​​​​​​​​​​​​​​ ​ ​​ ​​ ​​ Accumulated ​​ ​​​​​​​​Additional​​​​Other​​​​​​​​Common Stock​Paid-in​Retained​Comprehensive​Noncontrolling​​​​​Shares​Amount​Capital​Earnings​Income (Loss)​Interest ​TotalBalances at June 30, 2021 155,822​$ 1,558​$ 533,239​$ 1,085,465​$ (57,291)​$ 8,263​$ 1,571,234Net earnings ​​​​​​​​ 272,051​ ​​​ (8,952)​ 263,099Other comprehensive income (loss) ​​​​​​​​ ​​ (17,909)​ (70)​ (17,979)Share repurchases (1,577)​ (16)​ ​​ (160,934)​ ​​​​​ (160,950)Common stock issued for exercise of options 2,282​ 23​ 74,354​ (13,482)​ ​​​​​ 60,895Common stock issued for restricted stock awards 89​ 1​ (1)​ (9,978)​ ​​​​​ (9,978)Cash dividends ​​​​​​​​ (50,185)​ ​​​​​ (50,185)Stock-based compensation expense ​​​​​ 41,208​ ​​ ​​​​​ 41,208Common stock issued to employee stock purchase plan 28​ 0​ 2,694​ ​​ ​​​​​ 2,694Employee stock purchase plan expense ​​​​​ 973​ ​​ ​​​​​ 973Balances at June 30, 2022 156,644​$ 1,566​$ 652,467​$ 1,122,937​$ (75,200)​$ (759)​$ 1,701,011Reclassification of cumulative translation adjustment for Eminence to non-operating income ​​​​​​​​​​​​ 152​​ (33)​ 119Elimination of noncontrolling equity interest from sale of Eminence​​​​​​​​​​​​​​​​ 613​ 613Net earnings ​​​​​​​​​ 285,263​​​​​ 179​ 285,442Other comprehensive income (loss) ​​​​​​​​​​​​ 8,984​​​​ 8,984Share repurchases (222)​​ (2)​​​​​ (19,560)​​​​​​​ (19,562)Common stock issued for exercise of options 1,083​​ 10​​ 24,942​​ (22,163)​​​​​​​ 2,789Common stock issued for restricted stock awards 63​​ 1​​ (1)​​ (6,731)​​​​​​​ (6,731)Cash dividends ​​​​​​​​​ (50,285)​​​​​​​ (50,285)Stock-based compensation expense ​​​​​​ 38,315​​​​​​​​​​ 38,315Common stock issued to employee stock purchase plan 74​​1​​ 4,905​​​​​​​​​​ 4,906Employee stock purchase plan expense ​​​​​​ 915​​​​​​​​​​ 915Balances at June 30, 2023 157,642​$ 1,576​$ 721,543​$ 1,309,461​$ (66,064)​$ - ​$ 1,966,516Net earnings ​​​​​​​​​168,105 ​​​​​​​​ 168,105Other comprehensive income (loss) ​​​​​​​​​​​​ (12,252)​​​​​ (12,252)Share repurchases (1,397)​​ (14)​​​​​ (80,028)​​​​​​​​ (80,042)Common stock issued for exercise of options 1,811​​ 18​​ 56,409​​ (16,534)​​​​​​​​ 39,893Common stock issued for restricted stock awards 91​​ 1​​ (1)​​ (5,338)​​​​​​​​ (5,338)Cash dividends ​​​​​​​​​ (50,419)​​​​​​​​ (50,419)Stock-based compensation expense ​​​​​​ 37,136​​​​​​​​​​​ 37,136Common stock issued to employee stock purchase plan 69​​ 1​​ 4,344​​​​​​​​​​​ 4,345Employee stock purchase plan expense ​​​​​​ 906​​​​​​​​​​​ 906Balances at June 30, 2024 158,216​$ 1,582​$ 820,337​$ 1,325,247​$ (78,316)​$ - ​$ 2,068,850​See Notes to Consolidated Financial Statements.​52 Table of Contents Table of Contents Table of Contents CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITYBio-Techne Corporation and Subsidiaries(in thousands)​​​​​​​​​​​​​​​​​​​​​​ ​ ​​ ​​ ​​ Accumulated ​​ ​​​​​​​​Additional​​​​Other​​​​​​​​Common Stock​Paid-in​Retained​Comprehensive​Noncontrolling​​​​​Shares​Amount​Capital​Earnings​Income (Loss)​Interest ​TotalBalances at June 30, 2021 155,822​$ 1,558​$ 533,239​$ 1,085,465​$ (57,291)​$ 8,263​$ 1,571,234Net earnings ​​​​​​​​ 272,051​ ​​​ (8,952)​ 263,099Other comprehensive income (loss) ​​​​​​​​ ​​ (17,909)​ (70)​ (17,979)Share repurchases (1,577)​ (16)​ ​​ (160,934)​ ​​​​​ (160,950)Common stock issued for exercise of options 2,282​ 23​ 74,354​ (13,482)​ ​​​​​ 60,895Common stock issued for restricted stock awards 89​ 1​ (1)​ (9,978)​ ​​​​​ (9,978)Cash dividends ​​​​​​​​ (50,185)​ ​​​​​ (50,185)Stock-based compensation expense ​​​​​ 41,208​ ​​ ​​​​​ 41,208Common stock issued to employee stock purchase plan 28​ 0​ 2,694​ ​​ ​​​​​ 2,694Employee stock purchase plan expense ​​​​​ 973​ ​​ ​​​​​ 973Balances at June 30, 2022 156,644​$ 1,566​$ 652,467​$ 1,122,937​$ (75,200)​$ (759)​$ 1,701,011Reclassification of cumulative translation adjustment for Eminence to non-operating income ​​​​​​​​​​​​ 152​​ (33)​ 119Elimination of noncontrolling equity interest from sale of Eminence​​​​​​​​​​​​​​​​ 613​ 613Net earnings ​​​​​​​​​ 285,263​​​​​ 179​ 285,442Other comprehensive income (loss) ​​​​​​​​​​​​ 8,984​​​​ 8,984Share repurchases (222)​​ (2)​​​​​ (19,560)​​​​​​​ (19,562)Common stock issued for exercise of options 1,083​​ 10​​ 24,942​​ (22,163)​​​​​​​ 2,789Common stock issued for restricted stock awards 63​​ 1​​ (1)​​ (6,731)​​​​​​​ (6,731)Cash dividends ​​​​​​​​​ (50,285)​​​​​​​ (50,285)Stock-based compensation expense ​​​​​​ 38,315​​​​​​​​​​ 38,315Common stock issued to employee stock purchase plan 74​​1​​ 4,905​​​​​​​​​​ 4,906Employee stock purchase plan expense ​​​​​​ 915​​​​​​​​​​ 915Balances at June 30, 2023 157,642​$ 1,576​$ 721,543​$ 1,309,461​$ (66,064)​$ - ​$ 1,966,516Net earnings ​​​​​​​​​168,105 ​​​​​​​​ 168,105Other comprehensive income (loss) ​​​​​​​​​​​​ (12,252)​​​​​ (12,252)Share repurchases (1,397)​​ (14)​​​​​ (80,028)​​​​​​​​ (80,042)Common stock issued for exercise of options 1,811​​ 18​​ 56,409​​ (16,534)​​​​​​​​ 39,893Common stock issued for restricted stock awards 91​​ 1​​ (1)​​ (5,338)​​​​​​​​ (5,338)Cash dividends ​​​​​​​​​ (50,419)​​​​​​​​ (50,419)Stock-based compensation expense ​​​​​​ 37,136​​​​​​​​​​​ 37,136Common stock issued to employee stock purchase plan 69​​ 1​​ 4,344​​​​​​​​​​​ 4,345Employee stock purchase plan expense ​​​​​​ 906​​​​​​​​​​​ 906Balances at June 30, 2024 158,216​$ 1,582​$ 820,337​$ 1,325,247​$ (78,316)​$ - ​$ 2,068,850​See Notes to Consolidated Financial Statements.​ **Current (2025):** Bio-Techne Corporation and Subsidiaries (in thousands, except share and per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ 2025 ​ 2024 ASSETS ​ ​ Current assets: ​ ​ Cash and cash equivalents ​ $ 162,186 ​ $ 151,791 Short-term available-for-sale investments ​ - ​ 1,072 Accounts receivable, less allowances of $4,215 and $4,386, respectively ​ 206,876 ​ 241,394 Inventories ​ 189,446 ​ 179,731 Current assets held-for-sale ​ ​ 12,332 ​ ​ 9,773 Other current assets ​ 37,460 ​ 33,658 Total current assets ​ 608,300 ​ 617,419 ​ ​ ​ ​ ​ ​ ​ Property and equipment, net ​ 245,719 ​ 251,154 Right-of-use assets ​ 73,399 ​ 91,285 Goodwill ​ 980,935 ​ 972,663 Intangible assets, net ​ 365,599 ​ 507,081 Deferred tax asset ​ ​ 10,307 ​ ​ - Other assets ​ 273,609 ​ 264,265 Total assets ​ $ 2,557,868 ​ $ 2,703,867 LIABILITIES AND SHAREHOLDERS' EQUITY ​ ​ Current liabilities: ​ ​ Trade accounts payable ​ $ 25,311 ​ $ 37,968 Salaries, wages and related accruals ​ 65,791 ​ 49,818 Accrued expenses ​ 25,663 ​ 24,886 Contract liabilities ​ 32,571 ​ 27,930 Income taxes payable ​ 10,770 ​ 3,706 Operating lease liabilities - current ​ 14,098 ​ 12,920 Other current liabilities ​ 1,645 ​ 2,151 Total current liabilities ​ 175,849 ​ 159,379 ​ ​ ​ ​ ​ ​ ​ Deferred income taxes ​ 6,169 ​ 55,863 Long-term debt obligations ​ 346,000 ​ 319,000 Operating lease liabilities ​ 83,960 ​ 87,618 Other long-term liabilities ​ 27,082 ​ 13,157 ​ ​ ​ Shareholders' equity: ​ ​ ​ ​ ​ ​ Undesignated capital stock, no par; authorized 5,000,000 shares; none issued or outstanding ​ - ​ - Common stock, par value $.01 per share; authorized 400,000,000; issued and outstanding 154,972,196 and 158,216,258, respectively ​ 1,550 ​ 1,582 Additional paid-in capital ​ 911,089 ​ 820,337 Retained earnings ​ 1,066,049 ​ 1,325,247 Accumulated other comprehensive loss ​ (59,880) ​ (78,316) Total shareholders' equity ​ 1,918,808 ​ 2,068,850 Total liabilities and shareholders' equity ​ $ 2,557,868 ​ $ 2,703,867 ​ ​ See Notes to Consolidated Financial Statements. ​ 52 52 Table of ContentsCONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITYBio-Techne Corporation and Subsidiaries(in thousands)​​​​​​​​​​​​​​​​​​​​​​ ​ ​​ ​​ ​​ Accumulated ​​ ​​​​​​​​Additional​​​​Other​​​​​​​​Common Stock​Paid-in​Retained​Comprehensive​Noncontrolling​​​​​Shares​Amount​Capital​Earnings​Income (Loss)​Interest ​TotalBalances at June 30, 2022 156,644​$ 1,566​$ 652,467​$ 1,122,937​$ (75,200)​$ (759)​$ 1,701,011Reclassification of cumulative translation adjustment for Eminence to non-operating income ​​​​​​​​​​​​​ 152​​ (33)​​ 119Elimination of noncontrolling equity interest from sale of Eminence​​​​​​​​​​​​​​​​ 613​​ 613Net earnings ​​​​​​​​ 285,263​ ​​​ 179​ 285,442Other comprehensive income ​​​​​​​​ ​​ 8,984​ ​​ 8,984Share repurchases (222)​ (2)​ ​​ (19,560)​ ​​​​​ (19,562)Common stock issued for exercise of options 1,083​ 10​ 24,942​ (22,163)​ ​​​​​ 2,789Common stock issued for restricted stock awards 63​ 1​ (1)​ (6,731)​ ​​​​​ (6,731)Cash dividends ​​​​​​​​ (50,285)​ ​​​​​ (50,285)Stock-based compensation expense ​​​​​ 38,315​ ​​ ​​​​​ 38,315Common stock issued to employee stock purchase plan 74​ 1​ 4,905​ ​​ ​​​​​ 4,906Employee stock purchase plan expense ​​​​​ 915​ ​​ ​​​​​ 915Balances at June 30, 2023 157,642​$ 1,576​$ 721,543​$ 1,309,461​$ (66,064)​$ - ​$ 1,966,516Net earnings ​​​​​​​​​ 168,105​​​​​​​ 168,105Other comprehensive loss ​​​​​​​​​​​​ (12,252)​​​​ (12,252)Share repurchases (1,397)​​ (14)​​​​​ (80,028)​​​​​​​ (80,042)Common stock issued for exercise of options 1,811​​ 18​​ 56,409​​ (16,534)​​​​​​​ 39,893Common stock issued for restricted stock awards 91​​ 1​​ (1)​​ (5,338)​​​​​​​ (5,338)Cash dividends ​​​​​​​​​ (50,419)​​​​​​​ (50,419)Stock-based compensation expense ​​​​​​ 37,136​​​​​​​​​​ 37,136Common stock issued to employee stock purchase plan 69​​1​​ 4,344​​​​​​​​​​ 4,345Employee stock purchase plan expense ​​​​​​ 906​​​​​​​​​​ 906Balances at June 30, 2024 158,216​$ 1,582​$ 820,337​$ 1,325,247​$ (78,316)​$ - ​$ 2,068,850Net earnings ​​​​​​​​​73,400 ​​​​​​​​ 73,400Other comprehensive income ​​​​​​​​​​​​ 18,436​​​​​ 18,436Share repurchases (4,550)​​ (45)​​ (1,807)​​ (275,686)​​​​​​​​ (277,538)Common stock issued for exercise of options 1,138​​ 11​​ 47,258​​ (2,358)​​​​​​​​ 44,911Common stock issued for restricted stock awards 90​​ 1​​ (1)​​ (4,163)​​​​​​​​ (4,163)Cash dividends ​​​​​​​​​ (50,391)​​​​​​​​ (50,391)Stock-based compensation expense ​​​​​​ 40,008​​​​​​​​​​​ 40,008Common stock issued to employee stock purchase plan 78​​ 1​​ 4,469​​​​​​​​​​​ 4,470Employee stock purchase plan expense ​​​​​​ 825​​​​​​​​​​​ 825Balances at June 30, 2025 154,972​$ 1,550​$ 911,089​$ 1,066,049​$ (59,880)​$ - ​$ 1,918,808​See Notes to Consolidated Financial Statements.​53 Table of Contents Table of Contents Table of Contents CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITYBio-Techne Corporation and Subsidiaries(in thousands)​​​​​​​​​​​​​​​​​​​​​​ ​ ​​ ​​ ​​ Accumulated ​​ ​​​​​​​​Additional​​​​Other​​​​​​​​Common Stock​Paid-in​Retained​Comprehensive​Noncontrolling​​​​​Shares​Amount​Capital​Earnings​Income (Loss)​Interest ​TotalBalances at June 30, 2022 156,644​$ 1,566​$ 652,467​$ 1,122,937​$ (75,200)​$ (759)​$ 1,701,011Reclassification of cumulative translation adjustment for Eminence to non-operating income ​​​​​​​​​​​​​ 152​​ (33)​​ 119Elimination of noncontrolling equity interest from sale of Eminence​​​​​​​​​​​​​​​​ 613​​ 613Net earnings ​​​​​​​​ 285,263​ ​​​ 179​ 285,442Other comprehensive income ​​​​​​​​ ​​ 8,984​ ​​ 8,984Share repurchases (222)​ (2)​ ​​ (19,560)​ ​​​​​ (19,562)Common stock issued for exercise of options 1,083​ 10​ 24,942​ (22,163)​ ​​​​​ 2,789Common stock issued for restricted stock awards 63​ 1​ (1)​ (6,731)​ ​​​​​ (6,731)Cash dividends ​​​​​​​​ (50,285)​ ​​​​​ (50,285)Stock-based compensation expense ​​​​​ 38,315​ ​​ ​​​​​ 38,315Common stock issued to employee stock purchase plan 74​ 1​ 4,905​ ​​ ​​​​​ 4,906Employee stock purchase plan expense ​​​​​ 915​ ​​ ​​​​​ 915Balances at June 30, 2023 157,642​$ 1,576​$ 721,543​$ 1,309,461​$ (66,064)​$ - ​$ 1,966,516Net earnings ​​​​​​​​​ 168,105​​​​​​​ 168,105Other comprehensive loss ​​​​​​​​​​​​ (12,252)​​​​ (12,252)Share repurchases (1,397)​​ (14)​​​​​ (80,028)​​​​​​​ (80,042)Common stock issued for exercise of options 1,811​​ 18​​ 56,409​​ (16,534)​​​​​​​ 39,893Common stock issued for restricted stock awards 91​​ 1​​ (1)​​ (5,338)​​​​​​​ (5,338)Cash dividends ​​​​​​​​​ (50,419)​​​​​​​ (50,419)Stock-based compensation expense ​​​​​​ 37,136​​​​​​​​​​ 37,136Common stock issued to employee stock purchase plan 69​​1​​ 4,344​​​​​​​​​​ 4,345Employee stock purchase plan expense ​​​​​​ 906​​​​​​​​​​ 906Balances at June 30, 2024 158,216​$ 1,582​$ 820,337​$ 1,325,247​$ (78,316)​$ - ​$ 2,068,850Net earnings ​​​​​​​​​73,400 ​​​​​​​​ 73,400Other comprehensive income ​​​​​​​​​​​​ 18,436​​​​​ 18,436Share repurchases (4,550)​​ (45)​​ (1,807)​​ (275,686)​​​​​​​​ (277,538)Common stock issued for exercise of options 1,138​​ 11​​ 47,258​​ (2,358)​​​​​​​​ 44,911Common stock issued for restricted stock awards 90​​ 1​​ (1)​​ (4,163)​​​​​​​​ (4,163)Cash dividends ​​​​​​​​​ (50,391)​​​​​​​​ (50,391)Stock-based compensation expense ​​​​​​ 40,008​​​​​​​​​​​ 40,008Common stock issued to employee stock purchase plan 78​​ 1​​ 4,469​​​​​​​​​​​ 4,470Employee stock purchase plan expense ​​​​​​ 825​​​​​​​​​​​ 825Balances at June 30, 2025 154,972​$ 1,550​$ 911,089​$ 1,066,049​$ (59,880)​$ - ​$ 1,918,808​See Notes to Consolidated Financial Statements.​ CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITYBio-Techne Corporation and Subsidiaries(in thousands)​​​​​​​​​​​​​​​​​​​​​​ ​ ​​ ​​ ​​ Accumulated ​​ ​​​​​​​​Additional​​​​Other​​​​​​​​Common Stock​Paid-in​Retained​Comprehensive​Noncontrolling​​​​​Shares​Amount​Capital​Earnings​Income (Loss)​Interest ​TotalBalances at June 30, 2022 156,644​$ 1,566​$ 652,467​$ 1,122,937​$ (75,200)​$ (759)​$ 1,701,011Reclassification of cumulative translation adjustment for Eminence to non-operating income ​​​​​​​​​​​​​ 152​​ (33)​​ 119Elimination of noncontrolling equity interest from sale of Eminence​​​​​​​​​​​​​​​​ 613​​ 613Net earnings ​​​​​​​​ 285,263​ ​​​ 179​ 285,442Other comprehensive income ​​​​​​​​ ​​ 8,984​ ​​ 8,984Share repurchases (222)​ (2)​ ​​ (19,560)​ ​​​​​ (19,562)Common stock issued for exercise of options 1,083​ 10​ 24,942​ (22,163)​ ​​​​​ 2,789Common stock issued for restricted stock awards 63​ 1​ (1)​ (6,731)​ ​​​​​ (6,731)Cash dividends ​​​​​​​​ (50,285)​ ​​​​​ (50,285)Stock-based compensation expense ​​​​​ 38,315​ ​​ ​​​​​ 38,315Common stock issued to employee stock purchase plan 74​ 1​ 4,905​ ​​ ​​​​​ 4,906Employee stock purchase plan expense ​​​​​ 915​ ​​ ​​​​​ 915Balances at June 30, 2023 157,642​$ 1,576​$ 721,543​$ 1,309,461​$ (66,064)​$ - ​$ 1,966,516Net earnings ​​​​​​​​​ 168,105​​​​​​​ 168,105Other comprehensive loss ​​​​​​​​​​​​ (12,252)​​​​ (12,252)Share repurchases (1,397)​​ (14)​​​​​ (80,028)​​​​​​​ (80,042)Common stock issued for exercise of options 1,811​​ 18​​ 56,409​​ (16,534)​​​​​​​ 39,893Common stock issued for restricted stock awards 91​​ 1​​ (1)​​ (5,338)​​​​​​​ (5,338)Cash dividends ​​​​​​​​​ (50,419)​​​​​​​ (50,419)Stock-based compensation expense ​​​​​​ 37,136​​​​​​​​​​ 37,136Common stock issued to employee stock purchase plan 69​​1​​ 4,344​​​​​​​​​​ 4,345Employee stock purchase plan expense ​​​​​​ 906​​​​​​​​​​ 906Balances at June 30, 2024 158,216​$ 1,582​$ 820,337​$ 1,325,247​$ (78,316)​$ - ​$ 2,068,850Net earnings ​​​​​​​​​73,400 ​​​​​​​​ 73,400Other comprehensive income ​​​​​​​​​​​​ 18,436​​​​​ 18,436Share repurchases (4,550)​​ (45)​​ (1,807)​​ (275,686)​​​​​​​​ (277,538)Common stock issued for exercise of options 1,138​​ 11​​ 47,258​​ (2,358)​​​​​​​​ 44,911Common stock issued for restricted stock awards 90​​ 1​​ (1)​​ (4,163)​​​​​​​​ (4,163)Cash dividends ​​​​​​​​​ (50,391)​​​​​​​​ (50,391)Stock-based compensation expense ​​​​​​ 40,008​​​​​​​​​​​ 40,008Common stock issued to employee stock purchase plan 78​​ 1​​ 4,469​​​​​​​​​​​ 4,470Employee stock purchase plan expense ​​​​​​ 825​​​​​​​​​​​ 825Balances at June 30, 2025 154,972​$ 1,550​$ 911,089​$ 1,066,049​$ (59,880)​$ - ​$ 1,918,808​See Notes to Consolidated Financial Statements.​ --- ## Modified: Not Yet Adopted Accounting Pronouncements **Key changes:** - Removed sentence: "In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures (Topic 280), which requires incremental disclosures on reportable segments, primarily through enhanced disclosures on significant segment expenses." - Removed sentence: "The Company will adopt this guidance beginning in the fourth quarter of fiscal year 2025 for our annual report and for interim periods starting in fiscal year 2026." - Removed sentence: "We are currently evaluating the potential effect that the updated standard will have on our financial statement disclosures." - Reworded sentence: "60 60 Table of ContentsThe Company will adopt this guidance beginning in the fourth quarter of fiscal 2026 for our annual report." - Reworded sentence: "The Company's unfulfilled performance obligations for contracts with an original length greater than one year were not material as of June 30, 2025 and 2024." **Prior (2024):** In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures (Topic 280), which requires incremental disclosures on reportable segments, primarily through enhanced disclosures on significant segment expenses. The Company will adopt this guidance beginning in the fourth quarter of fiscal year 2025 for our annual report and for interim periods starting in fiscal year 2026. We are currently evaluating the potential effect that the updated standard will have on our financial statement disclosures. In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740), which requires incremental annual disclosures on income taxes, including rate reconciliations, income taxes paid, and other disclosures. 62 62 Table of ContentsThe Company will adopt this guidance beginning in the fourth quarter of fiscal year 2026 for our annual report. We are currently evaluating the potential effect that the updated standard will have on our financial statement disclosures.Other than the items noted above, there have been no new accounting pronouncements not yet effective or adopted in the current year that we believe have a significant impact, or potential significant impact, on our consolidated financial statements.Note 2. Revenue Recognition:Consumables revenues consist of specialized proteins, immunoassays, antibodies, reagents, blood chemistry and blood gas quality controls, and hematology instrument controls that are typically single-use products recognized at a point in time following the transfer of control of such products to the customer, which generally occurs upon shipment. Instruments revenues typically consist of longer lived assets that, for the substantial majority of sales, are recognized at a point in time in a manner similar to consumables. Service revenues consist of extended warranty contracts, post contract support, and custom development projects that are recognized over time as either the customers receive and consume the benefits of such services simultaneously or the underlying asset being developed has no alternative use for the Company at contract inception and the Company has an enforceable right to payment for the portion of the performance completed. Service revenues also include laboratory services recognized at point in time. We recognize royalty revenues in the period the sales occur using third party evidence. The Company elected the "right to invoice" practical expedient based on the Company's right to invoice a customer at an amount that approximates the value to the customer and the performance completed to date. The Company elected the exemption to not disclose the unfulfilled performance obligations for contracts with an original length of one year or less and the exemption to exclude future performance obligations that are accounted under the sales-based or usage-based royalty guidance. The Company's unfulfilled performance obligations for contracts with an original length greater than one year were not material as of June 30, 2024. Contracts with customers that contain instruments may include multiple performance obligations. For these contracts, the Company allocates the contract's transaction price to each performance obligation on a relative standalone selling price basis. Allocation of the transaction price is determined at the contracts' inception. Payment terms for shipments to end-users are generally net 30 days. Payment terms for distributor shipments may range from 30 to 90 days. Service arrangements commonly call for payments in advance of performing the work (e.g. extended warranty and service contracts), upon completion of the service (e.g. custom development manufacturing) or a mix of both. Contract assets include revenues recognized in advance of billings. Contract assets are included within other current assets in the accompanying balance sheet as the amount of time expected to lapse until the company's right to consideration becomes unconditional is less than one year. We elected the practical expedient allowing us to expense contract costs that would otherwise be capitalized and amortized over a period of less than one year. Contract assets as of June 30, 2024 are not material. Contract liabilities include billings in excess of revenues recognized, such as those resulting from customer advances and deposits and unearned revenue on warranty contracts. Contract liabilities as of June 30, 2024 and June 30, 2023 were approximately $30.2 million and $24.6 million, respectively. Contract liabilities as of June 30, 2023 subsequently recognized as revenue during the year ended June 30, 2024 were approximately $20.9 million. Contract liabilities as of June 30, 2022 subsequently recognized as revenue during the year ended June 30, 2023 were approximately $21.5 million. Contract liabilities in excess of one year are included in Other long-term liabilities on the consolidated balance sheet. Any claims for credit or return of goods must be made within 10 days of receipt. Revenues are reduced to reflect estimated credits and returns. Although the amounts recorded for these revenue deductions are dependent on estimates and assumptions, historically our adjustments to actual results have not been material.Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenue. Amounts billed to customers for shipping and handling are included in revenue, while the related shipping and handling costs are reflected in cost of products. We elected the practical expedient that allows us to account for shipping 63 Table of Contents Table of Contents Table of Contents The Company will adopt this guidance beginning in the fourth quarter of fiscal year 2026 for our annual report. We are currently evaluating the potential effect that the updated standard will have on our financial statement disclosures.Other than the items noted above, there have been no new accounting pronouncements not yet effective or adopted in the current year that we believe have a significant impact, or potential significant impact, on our consolidated financial statements.Note 2. Revenue Recognition:Consumables revenues consist of specialized proteins, immunoassays, antibodies, reagents, blood chemistry and blood gas quality controls, and hematology instrument controls that are typically single-use products recognized at a point in time following the transfer of control of such products to the customer, which generally occurs upon shipment. Instruments revenues typically consist of longer lived assets that, for the substantial majority of sales, are recognized at a point in time in a manner similar to consumables. Service revenues consist of extended warranty contracts, post contract support, and custom development projects that are recognized over time as either the customers receive and consume the benefits of such services simultaneously or the underlying asset being developed has no alternative use for the Company at contract inception and the Company has an enforceable right to payment for the portion of the performance completed. Service revenues also include laboratory services recognized at point in time. We recognize royalty revenues in the period the sales occur using third party evidence. The Company elected the "right to invoice" practical expedient based on the Company's right to invoice a customer at an amount that approximates the value to the customer and the performance completed to date. The Company elected the exemption to not disclose the unfulfilled performance obligations for contracts with an original length of one year or less and the exemption to exclude future performance obligations that are accounted under the sales-based or usage-based royalty guidance. The Company's unfulfilled performance obligations for contracts with an original length greater than one year were not material as of June 30, 2024. Contracts with customers that contain instruments may include multiple performance obligations. For these contracts, the Company allocates the contract's transaction price to each performance obligation on a relative standalone selling price basis. Allocation of the transaction price is determined at the contracts' inception. Payment terms for shipments to end-users are generally net 30 days. Payment terms for distributor shipments may range from 30 to 90 days. Service arrangements commonly call for payments in advance of performing the work (e.g. extended warranty and service contracts), upon completion of the service (e.g. custom development manufacturing) or a mix of both. Contract assets include revenues recognized in advance of billings. Contract assets are included within other current assets in the accompanying balance sheet as the amount of time expected to lapse until the company's right to consideration becomes unconditional is less than one year. We elected the practical expedient allowing us to expense contract costs that would otherwise be capitalized and amortized over a period of less than one year. Contract assets as of June 30, 2024 are not material. Contract liabilities include billings in excess of revenues recognized, such as those resulting from customer advances and deposits and unearned revenue on warranty contracts. Contract liabilities as of June 30, 2024 and June 30, 2023 were approximately $30.2 million and $24.6 million, respectively. Contract liabilities as of June 30, 2023 subsequently recognized as revenue during the year ended June 30, 2024 were approximately $20.9 million. Contract liabilities as of June 30, 2022 subsequently recognized as revenue during the year ended June 30, 2023 were approximately $21.5 million. Contract liabilities in excess of one year are included in Other long-term liabilities on the consolidated balance sheet. Any claims for credit or return of goods must be made within 10 days of receipt. Revenues are reduced to reflect estimated credits and returns. Although the amounts recorded for these revenue deductions are dependent on estimates and assumptions, historically our adjustments to actual results have not been material.Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenue. Amounts billed to customers for shipping and handling are included in revenue, while the related shipping and handling costs are reflected in cost of products. We elected the practical expedient that allows us to account for shipping The Company will adopt this guidance beginning in the fourth quarter of fiscal year 2026 for our annual report. We are currently evaluating the potential effect that the updated standard will have on our financial statement disclosures. Other than the items noted above, there have been no new accounting pronouncements not yet effective or adopted in the current year that we believe have a significant impact, or potential significant impact, on our consolidated financial statements. **Current (2025):** In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740), which requires incremental annual disclosures on income taxes, including rate reconciliations, income taxes paid, and other disclosures. 60 60 Table of ContentsThe Company will adopt this guidance beginning in the fourth quarter of fiscal 2026 for our annual report. This accounting standard will increase disclosures in the Company's annual reporting but will have no impact on reported income tax expense or related income tax assets or liabilities.In November 2024, the FASB issued ASU 2024-03, Income Statement -Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), which requires incremental disclosures on purchases of inventory, employee compensation, depreciation, intangible asset amortization, and other expenses. The Company will adopt this guidance beginning with our annual report for fiscal 2027. This accounting standard will increase disclosures in the Company's annual reporting but will have no impact on reported income statement expenses.Other than the items noted above, there have been no new accounting pronouncements not yet effective that we believe have a significant impact, or potential significant impact, on our Consolidated Financial Statements.Note 2. Revenue Recognition:Consumables revenues consist of specialized proteins, immunoassays, antibodies, reagents, blood chemistry and blood gas quality controls, and hematology instrument controls that are typically single-use products recognized at a point in time following the transfer of control of such products to the customer, which generally occurs upon shipment. Instruments revenues typically consist of longer lived assets that, for the substantial majority of sales, are recognized at a point in time in a manner similar to consumables. Service revenues consist of extended warranty contracts, post contract support, and custom development projects that are recognized over time as either the customers receive and consume the benefits of such services simultaneously or the underlying asset being developed has no alternative use for the Company at contract inception and the Company has an enforceable right to payment for the portion of the performance completed. Service revenues also include laboratory services recognized at point in time. We recognize royalty revenues in the period the sales occur using third party evidence. The Company elected the "right to invoice" practical expedient based on the Company's right to invoice a customer at an amount that approximates the value to the customer and the performance completed to date. The Company elected the exemption to not disclose the unfulfilled performance obligations for contracts with an original length of one year or less and the exemption to exclude future performance obligations that are accounted under the sales-based or usage-based royalty guidance. The Company's unfulfilled performance obligations for contracts with an original length greater than one year were not material as of June 30, 2025 and 2024. Contracts with customers that contain instruments may include multiple performance obligations. For these contracts, the Company allocates the contract's transaction price to each performance obligation on a relative standalone selling price basis. Allocation of the transaction price is determined at the contracts' inception. Payment terms for shipments to end-users are generally net 30 days. Payment terms for distributor shipments may range from 30 to 90 days. Service arrangements commonly call for payments in advance of performing the work (e.g. extended warranty and service contracts), upon completion of the service (e.g. custom development manufacturing) or a mix of both. Contract assets include revenues recognized in advance of billings. Contract assets are included within Other current assets in the accompanying Consolidated Balance Sheets as the amount of time expected to lapse until the Company's right to consideration becomes unconditional is less than one year. We elected the practical expedient allowing us to expense contract costs that would otherwise be capitalized and amortized over a period of less than one year. Contract assets as of June 30, 2025 and 2024 are not material. Contract liabilities include billings in excess of revenues recognized, such as those resulting from customer advances and deposits and unearned revenue on warranty contracts. Contract liabilities as of June 30, 2025 and 2024 were approximately $35.3 million and $30.2 million, respectively. Contract liabilities as of June 30, 2024 subsequently recognized as revenue in fiscal 2025 were approximately $26.2 million. Contract liabilities as of June 30, 2023 subsequently recognized as revenue in fiscal 2024 were approximately $20.9 million. Contract liabilities in excess of one year are included in Other long-term liabilities on the Consolidated Balance Sheets. 61 Table of Contents Table of Contents Table of Contents The Company will adopt this guidance beginning in the fourth quarter of fiscal 2026 for our annual report. This accounting standard will increase disclosures in the Company's annual reporting but will have no impact on reported income tax expense or related income tax assets or liabilities.In November 2024, the FASB issued ASU 2024-03, Income Statement -Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), which requires incremental disclosures on purchases of inventory, employee compensation, depreciation, intangible asset amortization, and other expenses. The Company will adopt this guidance beginning with our annual report for fiscal 2027. This accounting standard will increase disclosures in the Company's annual reporting but will have no impact on reported income statement expenses.Other than the items noted above, there have been no new accounting pronouncements not yet effective that we believe have a significant impact, or potential significant impact, on our Consolidated Financial Statements.Note 2. Revenue Recognition:Consumables revenues consist of specialized proteins, immunoassays, antibodies, reagents, blood chemistry and blood gas quality controls, and hematology instrument controls that are typically single-use products recognized at a point in time following the transfer of control of such products to the customer, which generally occurs upon shipment. Instruments revenues typically consist of longer lived assets that, for the substantial majority of sales, are recognized at a point in time in a manner similar to consumables. Service revenues consist of extended warranty contracts, post contract support, and custom development projects that are recognized over time as either the customers receive and consume the benefits of such services simultaneously or the underlying asset being developed has no alternative use for the Company at contract inception and the Company has an enforceable right to payment for the portion of the performance completed. Service revenues also include laboratory services recognized at point in time. We recognize royalty revenues in the period the sales occur using third party evidence. The Company elected the "right to invoice" practical expedient based on the Company's right to invoice a customer at an amount that approximates the value to the customer and the performance completed to date. The Company elected the exemption to not disclose the unfulfilled performance obligations for contracts with an original length of one year or less and the exemption to exclude future performance obligations that are accounted under the sales-based or usage-based royalty guidance. The Company's unfulfilled performance obligations for contracts with an original length greater than one year were not material as of June 30, 2025 and 2024. Contracts with customers that contain instruments may include multiple performance obligations. For these contracts, the Company allocates the contract's transaction price to each performance obligation on a relative standalone selling price basis. Allocation of the transaction price is determined at the contracts' inception. Payment terms for shipments to end-users are generally net 30 days. Payment terms for distributor shipments may range from 30 to 90 days. Service arrangements commonly call for payments in advance of performing the work (e.g. extended warranty and service contracts), upon completion of the service (e.g. custom development manufacturing) or a mix of both. Contract assets include revenues recognized in advance of billings. Contract assets are included within Other current assets in the accompanying Consolidated Balance Sheets as the amount of time expected to lapse until the Company's right to consideration becomes unconditional is less than one year. We elected the practical expedient allowing us to expense contract costs that would otherwise be capitalized and amortized over a period of less than one year. Contract assets as of June 30, 2025 and 2024 are not material. Contract liabilities include billings in excess of revenues recognized, such as those resulting from customer advances and deposits and unearned revenue on warranty contracts. Contract liabilities as of June 30, 2025 and 2024 were approximately $35.3 million and $30.2 million, respectively. Contract liabilities as of June 30, 2024 subsequently recognized as revenue in fiscal 2025 were approximately $26.2 million. Contract liabilities as of June 30, 2023 subsequently recognized as revenue in fiscal 2024 were approximately $20.9 million. Contract liabilities in excess of one year are included in Other long-term liabilities on the Consolidated Balance Sheets. The Company will adopt this guidance beginning in the fourth quarter of fiscal 2026 for our annual report. This accounting standard will increase disclosures in the Company's annual reporting but will have no impact on reported income tax expense or related income tax assets or liabilities.In November 2024, the FASB issued ASU 2024-03, Income Statement -Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), which requires incremental disclosures on purchases of inventory, employee compensation, depreciation, intangible asset amortization, and other expenses. The Company will adopt this guidance beginning with our annual report for fiscal 2027. This accounting standard will increase disclosures in the Company's annual reporting but will have no impact on reported income statement expenses.Other than the items noted above, there have been no new accounting pronouncements not yet effective that we believe have a significant impact, or potential significant impact, on our Consolidated Financial Statements.Note 2. Revenue Recognition:Consumables revenues consist of specialized proteins, immunoassays, antibodies, reagents, blood chemistry and blood gas quality controls, and hematology instrument controls that are typically single-use products recognized at a point in time following the transfer of control of such products to the customer, which generally occurs upon shipment. Instruments revenues typically consist of longer lived assets that, for the substantial majority of sales, are recognized at a point in time in a manner similar to consumables. Service revenues consist of extended warranty contracts, post contract support, and custom development projects that are recognized over time as either the customers receive and consume the benefits of such services simultaneously or the underlying asset being developed has no alternative use for the Company at contract inception and the Company has an enforceable right to payment for the portion of the performance completed. Service revenues also include laboratory services recognized at point in time. We recognize royalty revenues in the period the sales occur using third party evidence. The Company elected the "right to invoice" practical expedient based on the Company's right to invoice a customer at an amount that approximates the value to the customer and the performance completed to date. The Company elected the exemption to not disclose the unfulfilled performance obligations for contracts with an original length of one year or less and the exemption to exclude future performance obligations that are accounted under the sales-based or usage-based royalty guidance. The Company's unfulfilled performance obligations for contracts with an original length greater than one year were not material as of June 30, 2025 and 2024. Contracts with customers that contain instruments may include multiple performance obligations. For these contracts, the Company allocates the contract's transaction price to each performance obligation on a relative standalone selling price basis. Allocation of the transaction price is determined at the contracts' inception. Payment terms for shipments to end-users are generally net 30 days. Payment terms for distributor shipments may range from 30 to 90 days. Service arrangements commonly call for payments in advance of performing the work (e.g. extended warranty and service contracts), upon completion of the service (e.g. custom development manufacturing) or a mix of both. Contract assets include revenues recognized in advance of billings. Contract assets are included within Other current assets in the accompanying Consolidated Balance Sheets as the amount of time expected to lapse until the Company's right to consideration becomes unconditional is less than one year. We elected the practical expedient allowing us to expense contract costs that would otherwise be capitalized and amortized over a period of less than one year. Contract assets as of June 30, 2025 and 2024 are not material. Contract liabilities include billings in excess of revenues recognized, such as those resulting from customer advances and deposits and unearned revenue on warranty contracts. Contract liabilities as of June 30, 2025 and 2024 were approximately $35.3 million and $30.2 million, respectively. Contract liabilities as of June 30, 2024 subsequently recognized as revenue in fiscal 2025 were approximately $26.2 million. Contract liabilities as of June 30, 2023 subsequently recognized as revenue in fiscal 2024 were approximately $20.9 million. Contract liabilities in excess of one year are included in Other long-term liabilities on the Consolidated Balance Sheets. The Company will adopt this guidance beginning in the fourth quarter of fiscal 2026 for our annual report. This accounting standard will increase disclosures in the Company's annual reporting but will have no impact on reported income tax expense or related income tax assets or liabilities. In November 2024, the FASB issued ASU 2024-03, Income Statement -Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40), which requires incremental disclosures on purchases of inventory, employee compensation, depreciation, intangible asset amortization, and other expenses. The Company will adopt this guidance beginning with our annual report for fiscal 2027. This accounting standard will increase disclosures in the Company's annual reporting but will have no impact on reported income statement expenses. Other than the items noted above, there have been no new accounting pronouncements not yet effective that we believe have a significant impact, or potential significant impact, on our Consolidated Financial Statements. --- ## Modified: Income Taxes **Key changes:** - Reworded sentence: "Income taxes for fiscal 2025, 2024, and 2023 were at effective rates of 25.5%, 9.5%, and 15.7%, respectively, of consolidated earnings before income taxes." - Reworded sentence: "​ 38 38 Table of ContentsNet EarningsNon-GAAP adjusted consolidated net earnings and earnings per share are as follows (in thousands):​​​​​​​​​​​​​​​​​​​​​ ​​Year Ended June 30, ​​​2025​2024​2023 ​​​​​​​​​​​Net earnings before taxes - GAAP​$ 98,463​$ 185,689​$ 338,659​Identified adjustments attributable to Bio-Techne:​ ​​ ​​ ​Costs recognized upon sale of acquired inventory​ 751​ 729​ 400​Amortization of intangibles​ 75,321​ 78,318​ 76,413​Amortization of Wilson Wolf intangible assets and acquired inventory ​​ 9,959​​ 15,686​​ 2,805​Acquisition related expenses and other​ 12,738​ 7,564​ (9,147)​Certain litigation charges​​ 41,827​​ 3,506​​ - ​Gain on sale of partially-owned consolidated subsidiaries​​ - ​​ - ​​ (11,682)​Stock based compensation, inclusive of employer taxes​ 42,158​ 40,277​ 41,217​Restructuring and restructuring-related costs​ 28,231​ 12,245​ 3,829​Investment gain and other non-operating​ - ​ (283)​ (37,646)​Impairment of assets held-for-sale​​ 80,503​​ 21,963​​ - ​Impact of partially-owned subsidiaries(1)​ - ​ - ​ (420)​Impact of business held-for-sale(2)​​ 479​​ (525)​​ - ​Earnings before taxes - Adjusted(1,2)​$ 390,430​$ 365,169​$ 404,428​​​​​​​​​​​​Non-GAAP tax rate​ 21.5% 22.0% 20.5%Non-GAAP tax expense​$ 83,973​$ 80,420​$ 82,948​Non-GAAP adjusted net earnings attributable to Bio-Techne(1,2)​$ 306,457​$ 284,749​$ 321,480​Earnings per share - diluted - Adjusted(1,2)​$ 1.92​$ 1.77​$ 1.99​(1)Includes the quarterly results of the partially-owned consolidated subsidiary prior to the sale of this partially-owned consolidated subsidiary to a third party in the first fiscal quarter of 2023.​(2)Since December 31, 2023, the Company has a business that has met the held-for-sale criteria." **Prior (2024):** Income taxes for fiscal 2024, 2023, and 2022 were at effective rates of 9.5%, 15.7%, and 12.7%, respectively, of consolidated earnings before income taxes. The change in the effective tax rate for fiscal 2024 compared to fiscal 2023 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 $18.4 million in fiscal 2024. The Company's discrete tax benefits in fiscal 2023 primarily related to share-based compensation excess tax benefits of $12.3 million. The Company's discrete tax benefits in fiscal 2022 primarily related to share-based compensation excess tax benefits of $29.3 million. ​ 40 40 Table of ContentsNet EarningsNon-GAAP adjusted consolidated net earnings and earnings per share are as follows (in thousands):​​​​​​​​​​​​​​​​​​​​​ ​​Year Ended June 30, ​​​2024​2023​2022 ​​​​​​​​​​​Net earnings before taxes - GAAP​$ 185,689​$ 338,659​$ 301,386​Identified adjustments attributable to Bio-Techne:​ ​​ ​​ ​Costs recognized upon sale of acquired inventory​ 729​ 400​ 1,596​Amortization of intangibles​ 78,318​ 76,413​ 73,054​Amortization of Wilson Wolf intangible assets and acquired inventory ​​ 15,686​​ 2,805​​ - ​Acquisition related expenses and other​ 7,564​ (9,147)​ (18,694)​Certain litigation charges​​ 3,506​​ - ​​ - ​Eminence impairment​​ - ​​ - ​​ 18,715​Gain on sale of partially-owned consolidated subsidiaries​​ - ​​ (11,682)​​ - ​Stock based compensation, inclusive of employer taxes​ 40,277​ 41,217​ 46,401​Restructuring and restructuring-related costs​ 12,245​ 3,829​ 1,640​Investment gain and other non-operating​ (283)​ (37,646)​ (16,171)​Impairment of assets held-for-sale​​ 21,963​​ - ​​ - ​Impact of partially-owned subsidiaries(1)​ - ​ (420)​ 2,675​Impact of business held-for-sale(2)​​ (525)​​ - ​​ - ​Earnings before taxes - Adjusted(1,2)​$ 365,169​$ 404,428​$ 410,602​​​​​​​​​​​​Non-GAAP tax rate​ 22.0% 20.5% 21.2%Non-GAAP tax expense​$ 80,420​$ 82,948​$ 87,090​Non-GAAP adjusted net earnings attributable to Bio-Techne(1,2)​$ 284,749​$ 321,480​$ 323,512​Earnings per share - diluted - Adjusted(1,2)​$ 1.77​$ 1.99​$ 1.97​​(1) Includes the quarterly results of the partially-owned consolidated subsidiary prior to the sale of this partially-owned consolidated subsidiary to a third party in the first fiscal quarter of 2023.​(2) Since December 31, 2023, the Company has a business that has met the held-for-sale criteria. The year ended June 30, 2024 includes the six-month results of this business held-for-sale for the period starting December 31, 2023 through June 30, 2024 while the business has met the held-for-sale criteria.​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 41 Table of Contents Table of Contents Table of Contents Net EarningsNon-GAAP adjusted consolidated net earnings and earnings per share are as follows (in thousands):​​​​​​​​​​​​​​​​​​​​​ ​​Year Ended June 30, ​​​2024​2023​2022 ​​​​​​​​​​​Net earnings before taxes - GAAP​$ 185,689​$ 338,659​$ 301,386​Identified adjustments attributable to Bio-Techne:​ ​​ ​​ ​Costs recognized upon sale of acquired inventory​ 729​ 400​ 1,596​Amortization of intangibles​ 78,318​ 76,413​ 73,054​Amortization of Wilson Wolf intangible assets and acquired inventory ​​ 15,686​​ 2,805​​ - ​Acquisition related expenses and other​ 7,564​ (9,147)​ (18,694)​Certain litigation charges​​ 3,506​​ - ​​ - ​Eminence impairment​​ - ​​ - ​​ 18,715​Gain on sale of partially-owned consolidated subsidiaries​​ - ​​ (11,682)​​ - ​Stock based compensation, inclusive of employer taxes​ 40,277​ 41,217​ 46,401​Restructuring and restructuring-related costs​ 12,245​ 3,829​ 1,640​Investment gain and other non-operating​ (283)​ (37,646)​ (16,171)​Impairment of assets held-for-sale​​ 21,963​​ - ​​ - ​Impact of partially-owned subsidiaries(1)​ - ​ (420)​ 2,675​Impact of business held-for-sale(2)​​ (525)​​ - ​​ - ​Earnings before taxes - Adjusted(1,2)​$ 365,169​$ 404,428​$ 410,602​​​​​​​​​​​​Non-GAAP tax rate​ 22.0% 20.5% 21.2%Non-GAAP tax expense​$ 80,420​$ 82,948​$ 87,090​Non-GAAP adjusted net earnings attributable to Bio-Techne(1,2)​$ 284,749​$ 321,480​$ 323,512​Earnings per share - diluted - Adjusted(1,2)​$ 1.77​$ 1.99​$ 1.97​​(1) Includes the quarterly results of the partially-owned consolidated subsidiary prior to the sale of this partially-owned consolidated subsidiary to a third party in the first fiscal quarter of 2023.​(2) Since December 31, 2023, the Company has a business that has met the held-for-sale criteria. The year ended June 30, 2024 includes the six-month results of this business held-for-sale for the period starting December 31, 2023 through June 30, 2024 while the business has met the held-for-sale criteria.​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 **Current (2025):** Income taxes for fiscal 2025, 2024, and 2023 were at effective rates of 25.5%, 9.5%, and 15.7%, respectively, of consolidated earnings before income taxes. The change in the effective tax rate for fiscal 2025 compared to fiscal 2024 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 $12.3 million. ​ 38 38 Table of ContentsNet EarningsNon-GAAP adjusted consolidated net earnings and earnings per share are as follows (in thousands):​​​​​​​​​​​​​​​​​​​​​ ​​Year Ended June 30, ​​​2025​2024​2023 ​​​​​​​​​​​Net earnings before taxes - GAAP​$ 98,463​$ 185,689​$ 338,659​Identified adjustments attributable to Bio-Techne:​ ​​ ​​ ​Costs recognized upon sale of acquired inventory​ 751​ 729​ 400​Amortization of intangibles​ 75,321​ 78,318​ 76,413​Amortization of Wilson Wolf intangible assets and acquired inventory ​​ 9,959​​ 15,686​​ 2,805​Acquisition related expenses and other​ 12,738​ 7,564​ (9,147)​Certain litigation charges​​ 41,827​​ 3,506​​ - ​Gain on sale of partially-owned consolidated subsidiaries​​ - ​​ - ​​ (11,682)​Stock based compensation, inclusive of employer taxes​ 42,158​ 40,277​ 41,217​Restructuring and restructuring-related costs​ 28,231​ 12,245​ 3,829​Investment gain and other non-operating​ - ​ (283)​ (37,646)​Impairment of assets held-for-sale​​ 80,503​​ 21,963​​ - ​Impact of partially-owned subsidiaries(1)​ - ​ - ​ (420)​Impact of business held-for-sale(2)​​ 479​​ (525)​​ - ​Earnings before taxes - Adjusted(1,2)​$ 390,430​$ 365,169​$ 404,428​​​​​​​​​​​​Non-GAAP tax rate​ 21.5% 22.0% 20.5%Non-GAAP tax expense​$ 83,973​$ 80,420​$ 82,948​Non-GAAP adjusted net earnings attributable to Bio-Techne(1,2)​$ 306,457​$ 284,749​$ 321,480​Earnings per share - diluted - Adjusted(1,2)​$ 1.92​$ 1.77​$ 1.99​(1)Includes the quarterly results of the partially-owned consolidated subsidiary prior to the sale of this partially-owned consolidated subsidiary to a third party in the first fiscal quarter of 2023.​(2)Since December 31, 2023, the Company has a business that has met the held-for-sale criteria. The years ended June 30, 2025 and 2024 include the twelve and six month results, respectively, while the business has met the held-for-sale criteria.​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 39 Table of Contents Table of Contents Table of Contents Net EarningsNon-GAAP adjusted consolidated net earnings and earnings per share are as follows (in thousands):​​​​​​​​​​​​​​​​​​​​​ ​​Year Ended June 30, ​​​2025​2024​2023 ​​​​​​​​​​​Net earnings before taxes - GAAP​$ 98,463​$ 185,689​$ 338,659​Identified adjustments attributable to Bio-Techne:​ ​​ ​​ ​Costs recognized upon sale of acquired inventory​ 751​ 729​ 400​Amortization of intangibles​ 75,321​ 78,318​ 76,413​Amortization of Wilson Wolf intangible assets and acquired inventory ​​ 9,959​​ 15,686​​ 2,805​Acquisition related expenses and other​ 12,738​ 7,564​ (9,147)​Certain litigation charges​​ 41,827​​ 3,506​​ - ​Gain on sale of partially-owned consolidated subsidiaries​​ - ​​ - ​​ (11,682)​Stock based compensation, inclusive of employer taxes​ 42,158​ 40,277​ 41,217​Restructuring and restructuring-related costs​ 28,231​ 12,245​ 3,829​Investment gain and other non-operating​ - ​ (283)​ (37,646)​Impairment of assets held-for-sale​​ 80,503​​ 21,963​​ - ​Impact of partially-owned subsidiaries(1)​ - ​ - ​ (420)​Impact of business held-for-sale(2)​​ 479​​ (525)​​ - ​Earnings before taxes - Adjusted(1,2)​$ 390,430​$ 365,169​$ 404,428​​​​​​​​​​​​Non-GAAP tax rate​ 21.5% 22.0% 20.5%Non-GAAP tax expense​$ 83,973​$ 80,420​$ 82,948​Non-GAAP adjusted net earnings attributable to Bio-Techne(1,2)​$ 306,457​$ 284,749​$ 321,480​Earnings per share - diluted - Adjusted(1,2)​$ 1.92​$ 1.77​$ 1.99​(1)Includes the quarterly results of the partially-owned consolidated subsidiary prior to the sale of this partially-owned consolidated subsidiary to a third party in the first fiscal quarter of 2023.​(2)Since December 31, 2023, the Company has a business that has met the held-for-sale criteria. The years ended June 30, 2025 and 2024 include the twelve and six month results, respectively, while the business has met the held-for-sale criteria.​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 Net EarningsNon-GAAP adjusted consolidated net earnings and earnings per share are as follows (in thousands):​​​​​​​​​​​​​​​​​​​​​ ​​Year Ended June 30, ​​​2025​2024​2023 ​​​​​​​​​​​Net earnings before taxes - GAAP​$ 98,463​$ 185,689​$ 338,659​Identified adjustments attributable to Bio-Techne:​ ​​ ​​ ​Costs recognized upon sale of acquired inventory​ 751​ 729​ 400​Amortization of intangibles​ 75,321​ 78,318​ 76,413​Amortization of Wilson Wolf intangible assets and acquired inventory ​​ 9,959​​ 15,686​​ 2,805​Acquisition related expenses and other​ 12,738​ 7,564​ (9,147)​Certain litigation charges​​ 41,827​​ 3,506​​ - ​Gain on sale of partially-owned consolidated subsidiaries​​ - ​​ - ​​ (11,682)​Stock based compensation, inclusive of employer taxes​ 42,158​ 40,277​ 41,217​Restructuring and restructuring-related costs​ 28,231​ 12,245​ 3,829​Investment gain and other non-operating​ - ​ (283)​ (37,646)​Impairment of assets held-for-sale​​ 80,503​​ 21,963​​ - ​Impact of partially-owned subsidiaries(1)​ - ​ - ​ (420)​Impact of business held-for-sale(2)​​ 479​​ (525)​​ - ​Earnings before taxes - Adjusted(1,2)​$ 390,430​$ 365,169​$ 404,428​​​​​​​​​​​​Non-GAAP tax rate​ 21.5% 22.0% 20.5%Non-GAAP tax expense​$ 83,973​$ 80,420​$ 82,948​Non-GAAP adjusted net earnings attributable to Bio-Techne(1,2)​$ 306,457​$ 284,749​$ 321,480​Earnings per share - diluted - Adjusted(1,2)​$ 1.92​$ 1.77​$ 1.99​(1)Includes the quarterly results of the partially-owned consolidated subsidiary prior to the sale of this partially-owned consolidated subsidiary to a third party in the first fiscal quarter of 2023.​(2)Since December 31, 2023, the Company has a business that has met the held-for-sale criteria. The years ended June 30, 2025 and 2024 include the twelve and six month results, respectively, while the business has met the held-for-sale criteria.​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 --- ## Modified: Cash Flows From Investing Activities **Key changes:** - Reworded sentence: "We continue to make investments in our business, including capital expenditures to enable revenue growth." - Reworded sentence: "There were no sales of businesses in fiscal 2025 or 2024." - Reworded sentence: "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, and 2023 were $1.1 million, $22.6 million, and $14.7 million, respectively." - Reworded sentence: "Capital additions planned for fiscal 2026 are approximately $42 million and are expected to be financed through currently available cash and cash generated from operations.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." - Reworded sentence: "As of June 30, 2025, the second milestones have not been met." **Prior (2024):** The Company generated cash from operations of $299.0 million, $254.4 million, and $325.3 million in fiscal 2024, 2023, and 2022 respectively. 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. The decrease in cash generated from operating activities in fiscal 2023 as compared to fiscal 2022 was mainly a result of changes in net earnings and changes in the timing of cash payments on certain operating assets and liabilities. 42 42 Table of ContentsCash Flows From Investing ActivitiesWe continue to make investments in our business, including capital expenditures to enable revenue growth. During fiscal year 2024, the Company acquired Lunaphore for $169.7 million in cash-free, debt-free acquisition. During fiscal year 2023, the Company acquired Namocell for $101.2 million, net of cash acquired. There were no acquisitions in fiscal year 2022. During the first fiscal quarter of 2023, the Company sold its remaining shares in Eminence, its partially-owned consolidated subsidiary, for $17.8 million. There were no sales of businesses in fiscal 2024 or 2022. In the first fiscal quarter of 2023, the Company sold its remaining shares in its investment in CCXI for $73.2 million. There were no comparable activities in fiscal 2024 and 2022.The Company's net proceeds (outflow) from the purchase, sale and maturity of available-for-sale investments in fiscal 2024, 2023, and 2022 were $22.6 million, $14.7 million, and $(26.9) million, respectively. During fiscal year 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 year 2023 relates to the sale of excess cash in certificates of deposit that matured. The outflow of cash in fiscal year 2022 compared to fiscal year 2024 and fiscal year 2023 was driven by the purchase of the exchange traded investment grade bond funds in fiscal year 2022, which had a cost basis of $25.0 million, that did not reoccur in the comparative periods. 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.Capital additions in fiscal year 2024, 2023, and 2022 were $62.9 million, $38.2 million, and $44.9 million. Fiscal 2024 capital expenditures related to investments in new buildings, machinery, construction in progress, and IT equipment. Fiscal 2023 capital expenditures related to investments in new buildings, machinery, and IT equipment. Capital additions planned for fiscal 2025 are approximately $48 million and are expected to be financed through currently available cash and cash generated from operations.During the year ended June 30, 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 year 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, 2024, 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. During fiscal 2024, the Company received tax distributions from Wilson Wolf of $7.0 million. Cash Flows From Financing ActivitiesIn fiscal 2024, 2023, and 2022, the Company paid cash dividends of $50.4 million, $50.3 million, $50.2 million, respectively. The Board of Directors periodically considers the payment of cash dividends.The Company received $60.9 million, $29.8 million, $77.2 million, for the exercise of options for 2,240,000, 1,578,000, and 2,450,000 shares of common stock in fiscal 2024, 2023 and 2022, respectively.During fiscal 2024, 2023, and 2022, the Company repurchased $80.0 million, $19.6 million, and $161.0 million, respectively, in share repurchases included as a cash outflow within Financing Activities.During fiscal 2024, 2023, and 2022, the Company drew $225.0 million, $619.7 million, and $90.0 million, respectively, under its revolving line-of-credit facility. Repayments of $256.0 million, $525.7 million, and $175.5 million were made on its line-of-credit in fiscal 2024, 2023, and 2022, respectively.There were no payments during fiscal 2024 nor fiscal 2023 for contingent consideration. During fiscal 2022, the Company made $4.0 million in cash payments towards the Quad contingent consideration liability. Of the $4.0 million in total 43 Table of Contents Table of Contents Table of Contents Cash Flows From Investing ActivitiesWe continue to make investments in our business, including capital expenditures to enable revenue growth. During fiscal year 2024, the Company acquired Lunaphore for $169.7 million in cash-free, debt-free acquisition. During fiscal year 2023, the Company acquired Namocell for $101.2 million, net of cash acquired. There were no acquisitions in fiscal year 2022. During the first fiscal quarter of 2023, the Company sold its remaining shares in Eminence, its partially-owned consolidated subsidiary, for $17.8 million. There were no sales of businesses in fiscal 2024 or 2022. In the first fiscal quarter of 2023, the Company sold its remaining shares in its investment in CCXI for $73.2 million. There were no comparable activities in fiscal 2024 and 2022.The Company's net proceeds (outflow) from the purchase, sale and maturity of available-for-sale investments in fiscal 2024, 2023, and 2022 were $22.6 million, $14.7 million, and $(26.9) million, respectively. During fiscal year 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 year 2023 relates to the sale of excess cash in certificates of deposit that matured. The outflow of cash in fiscal year 2022 compared to fiscal year 2024 and fiscal year 2023 was driven by the purchase of the exchange traded investment grade bond funds in fiscal year 2022, which had a cost basis of $25.0 million, that did not reoccur in the comparative periods. 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.Capital additions in fiscal year 2024, 2023, and 2022 were $62.9 million, $38.2 million, and $44.9 million. Fiscal 2024 capital expenditures related to investments in new buildings, machinery, construction in progress, and IT equipment. Fiscal 2023 capital expenditures related to investments in new buildings, machinery, and IT equipment. Capital additions planned for fiscal 2025 are approximately $48 million and are expected to be financed through currently available cash and cash generated from operations.During the year ended June 30, 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 year 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, 2024, 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. During fiscal 2024, the Company received tax distributions from Wilson Wolf of $7.0 million. Cash Flows From Financing ActivitiesIn fiscal 2024, 2023, and 2022, the Company paid cash dividends of $50.4 million, $50.3 million, $50.2 million, respectively. The Board of Directors periodically considers the payment of cash dividends.The Company received $60.9 million, $29.8 million, $77.2 million, for the exercise of options for 2,240,000, 1,578,000, and 2,450,000 shares of common stock in fiscal 2024, 2023 and 2022, respectively.During fiscal 2024, 2023, and 2022, the Company repurchased $80.0 million, $19.6 million, and $161.0 million, respectively, in share repurchases included as a cash outflow within Financing Activities.During fiscal 2024, 2023, and 2022, the Company drew $225.0 million, $619.7 million, and $90.0 million, respectively, under its revolving line-of-credit facility. Repayments of $256.0 million, $525.7 million, and $175.5 million were made on its line-of-credit in fiscal 2024, 2023, and 2022, respectively.There were no payments during fiscal 2024 nor fiscal 2023 for contingent consideration. During fiscal 2022, the Company made $4.0 million in cash payments towards the Quad contingent consideration liability. Of the $4.0 million in total **Current (2025):** We continue to make investments in our business, including capital expenditures to enable revenue growth. 40 40 Table of ContentsDuring 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 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 2024 and 2023. During the first fiscal quarter of 2023, the Company sold its remaining shares in Eminence, its partially-owned consolidated subsidiary, for $17.8 million. There were no sales of businesses in fiscal 2025 or 2024. In the first fiscal quarter of 2023, the Company sold its remaining shares in its investment in CCXI for $73.2 million. 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, and 2023 were $1.1 million, $22.6 million, and $14.7 million, respectively. During fiscal 2025, the Company's proceeds in available-for-sale investments relates to our certificates of deposits maturing. 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.Capital additions in fiscal 2025, 2024, and 2023 were $31.0 million, $62.9 million, and $38.2 million. Fiscal 2025 capital expenditures related to investments in new buildings, machinery, construction in progress, and IT equipment. Fiscal 2024 capital expenditures related to investments in new buildings, machinery, construction in progress, and IT equipment. Fiscal 2023 capital expenditures related to investments in new buildings, machinery, and IT equipment. Capital additions planned for fiscal 2026 are approximately $42 million and are expected to be financed through currently available cash and cash generated from operations.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, 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. During fiscal 2025 and 2024, the Company received distributions from Wilson Wolf of $7.3 million and $7.0 million, repectively. Cash Flows From Financing ActivitiesIn fiscal 2025, 2024, and 2023, the Company paid cash dividends of $50.4 million, $50.4 million, $50.3 million, respectively. The Board of Directors periodically considers the payment of cash dividends.The Company received $51.7 million, $60.9 million, $29.8 million, for the exercise of options for 1,209,000, 2,240,000, and 1,578,000 shares of common stock in fiscal 2025, 2024 and 2023, respectively.During fiscal 2025, 2024, and 2023, the Company repurchased $275.7 million, $80.0 million, and $19.6 million, respectively, in share repurchases included as a cash outflow within Financing Activities.During fiscal 2025, 2024, and 2023, the Company drew $104.0 million, $225.0 million, and $619.7 million, respectively, under its revolving line-of-credit facility. Repayments of $77.0 million, $256.0 million, and $525.7 million were made on its line-of-credit in fiscal 2025, 2024, and 2023, respectively.During fiscal 2025, 2024 and 2023, the Company paid $6.5 million, $21.9 million and $28.9 million, respectively, for taxes remitted on behalf of participants in net share settlement transactions, restricted stock, and restricted stock units. 41 Table of Contents Table of Contents Table of Contents 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 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 2024 and 2023. During the first fiscal quarter of 2023, the Company sold its remaining shares in Eminence, its partially-owned consolidated subsidiary, for $17.8 million. There were no sales of businesses in fiscal 2025 or 2024. In the first fiscal quarter of 2023, the Company sold its remaining shares in its investment in CCXI for $73.2 million. 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, and 2023 were $1.1 million, $22.6 million, and $14.7 million, respectively. During fiscal 2025, the Company's proceeds in available-for-sale investments relates to our certificates of deposits maturing. 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.Capital additions in fiscal 2025, 2024, and 2023 were $31.0 million, $62.9 million, and $38.2 million. Fiscal 2025 capital expenditures related to investments in new buildings, machinery, construction in progress, and IT equipment. Fiscal 2024 capital expenditures related to investments in new buildings, machinery, construction in progress, and IT equipment. Fiscal 2023 capital expenditures related to investments in new buildings, machinery, and IT equipment. Capital additions planned for fiscal 2026 are approximately $42 million and are expected to be financed through currently available cash and cash generated from operations.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, 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. During fiscal 2025 and 2024, the Company received distributions from Wilson Wolf of $7.3 million and $7.0 million, repectively. Cash Flows From Financing ActivitiesIn fiscal 2025, 2024, and 2023, the Company paid cash dividends of $50.4 million, $50.4 million, $50.3 million, respectively. The Board of Directors periodically considers the payment of cash dividends.The Company received $51.7 million, $60.9 million, $29.8 million, for the exercise of options for 1,209,000, 2,240,000, and 1,578,000 shares of common stock in fiscal 2025, 2024 and 2023, respectively.During fiscal 2025, 2024, and 2023, the Company repurchased $275.7 million, $80.0 million, and $19.6 million, respectively, in share repurchases included as a cash outflow within Financing Activities.During fiscal 2025, 2024, and 2023, the Company drew $104.0 million, $225.0 million, and $619.7 million, respectively, under its revolving line-of-credit facility. Repayments of $77.0 million, $256.0 million, and $525.7 million were made on its line-of-credit in fiscal 2025, 2024, and 2023, respectively.During fiscal 2025, 2024 and 2023, the Company paid $6.5 million, $21.9 million and $28.9 million, respectively, for taxes remitted on behalf of participants in net share settlement transactions, restricted stock, and restricted stock units. 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 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 2024 and 2023. During the first fiscal quarter of 2023, the Company sold its remaining shares in Eminence, its partially-owned consolidated subsidiary, for $17.8 million. There were no sales of businesses in fiscal 2025 or 2024. In the first fiscal quarter of 2023, the Company sold its remaining shares in its investment in CCXI for $73.2 million. 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, and 2023 were $1.1 million, $22.6 million, and $14.7 million, respectively. During fiscal 2025, the Company's proceeds in available-for-sale investments relates to our certificates of deposits maturing. 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.Capital additions in fiscal 2025, 2024, and 2023 were $31.0 million, $62.9 million, and $38.2 million. Fiscal 2025 capital expenditures related to investments in new buildings, machinery, construction in progress, and IT equipment. Fiscal 2024 capital expenditures related to investments in new buildings, machinery, construction in progress, and IT equipment. Fiscal 2023 capital expenditures related to investments in new buildings, machinery, and IT equipment. Capital additions planned for fiscal 2026 are approximately $42 million and are expected to be financed through currently available cash and cash generated from operations.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, 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. During fiscal 2025 and 2024, the Company received distributions from Wilson Wolf of $7.3 million and $7.0 million, repectively. Cash Flows From Financing ActivitiesIn fiscal 2025, 2024, and 2023, the Company paid cash dividends of $50.4 million, $50.4 million, $50.3 million, respectively. The Board of Directors periodically considers the payment of cash dividends.The Company received $51.7 million, $60.9 million, $29.8 million, for the exercise of options for 1,209,000, 2,240,000, and 1,578,000 shares of common stock in fiscal 2025, 2024 and 2023, respectively.During fiscal 2025, 2024, and 2023, the Company repurchased $275.7 million, $80.0 million, and $19.6 million, respectively, in share repurchases included as a cash outflow within Financing Activities.During fiscal 2025, 2024, and 2023, the Company drew $104.0 million, $225.0 million, and $619.7 million, respectively, under its revolving line-of-credit facility. Repayments of $77.0 million, $256.0 million, and $525.7 million were made on its line-of-credit in fiscal 2025, 2024, and 2023, respectively.During fiscal 2025, 2024 and 2023, the Company paid $6.5 million, $21.9 million and $28.9 million, respectively, for taxes remitted on behalf of participants in net share settlement transactions, restricted stock, and restricted stock units. 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 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 2024 and 2023. During the first fiscal quarter of 2023, the Company sold its remaining shares in Eminence, its partially-owned consolidated subsidiary, for $17.8 million. There were no sales of businesses in fiscal 2025 or 2024. In the first fiscal quarter of 2023, the Company sold its remaining shares in its investment in CCXI for $73.2 million. 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, and 2023 were $1.1 million, $22.6 million, and $14.7 million, respectively. During fiscal 2025, the Company's proceeds in available-for-sale investments relates to our certificates of deposits maturing. 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. Capital additions in fiscal 2025, 2024, and 2023 were $31.0 million, $62.9 million, and $38.2 million. Fiscal 2025 capital expenditures related to investments in new buildings, machinery, construction in progress, and IT equipment. Fiscal 2024 capital expenditures related to investments in new buildings, machinery, construction in progress, and IT equipment. Fiscal 2023 capital expenditures related to investments in new buildings, machinery, and IT equipment. Capital additions planned for fiscal 2026 are approximately $42 million and are expected to be financed through currently available cash and cash generated from operations. 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, 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. During fiscal 2025 and 2024, the Company received distributions from Wilson Wolf of $7.3 million and $7.0 million, repectively. --- ## Modified: Year Ended June 30, **Key changes:** - Reworded sentence: "​ ​ 2025 ​ 2024 ​ 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Foreign currency gains (losses) ​ $ 1,447 ​ $ (726) ​ $ 676 Rental income ​ 356 ​ 305 ​ 426 Real estate taxes, depreciation and utilities ​ (1,590) ​ (1,630) ​ (1,810) Gain (Loss) on investment ​ - ​ 283 ​ 49,328 Gain (Loss) on equity method investment ​ ​ 938 ​ ​ (6,841) ​ ​ (1,143) Miscellaneous (expense) income ​ (320) ​ 25 ​ 43 Other non-operating income (expense), net ​ $ 831 ​ $ (8,584) ​ $ 47,520 ​ During fiscal 2025, the Company recognized a gain of $0.9 million related to our equity method investment in Wilson Wolf." - Removed sentence: "During fiscal 2022, the Company recognized gains of $16.1 million related to changes in fair value associated with changes in the stock price of our CCXI investment." - Removed sentence: "Additionally, the Company recognized losses of $1.1 million related to changes in fair value associated with changes in the stock price of our exchange traded investment grade bond funds." - Removed sentence: "On August 4, 2022, the Company sold all of its shares in CCXI." **Prior (2024):** ​ 2024 2023 2022 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 1 % 5 % 17 % Acquisitions sales growth 1 % 0 % 3 % Impact of foreign currency fluctuations 0 % (2) % (1) % Impact of business held for sale ​ 0 % - % - % Consolidated net sales growth 2 % 3 % 19 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ **Current (2025):** ​ 2025 2024 2023 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 5 % 1 % 5 % Acquisitions sales growth 0 % 1 % 0 % Impact of foreign currency fluctuations 0 % 0 % (2) % Impact of business held for sale ​ 0 % 0 % - % Consolidated net sales growth 5 % 2 % 3 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## Modified: Our business is subject to extensive regulation; failure to comply with these regulations could adversely affect our business and financial results. **Key changes:** - Reworded sentence: "and elsewhere and, as a result, we are subject to various statutes and regulations that apply to companies doing business with the government (less than 2% of our fiscal 2025 sales were made to the U.S." - Reworded sentence: "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 24 24 Table of Contentschanges." - Reworded sentence: "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." - Reworded sentence: "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." **Prior (2024):** As referenced in more detail above, we and our customers must comply with a wide array of federal, state, local and international regulations, in such areas as medical device, healthcare, import and export, anticorruption, and privacy. We develop, configure and market our products to meet customer needs created by those regulations. Any significant change in regulations could reduce demand for our products or increase our expenses. For example, many of our instruments are marketed to the pharmaceutical industry for use in discovering and developing drugs and diagnostic products. Changes in the U.S. FDA's regulation of drug or medical device products, such as managing the price of certain prescription drugs or potentially increasing regulatory scrutiny of lab developed tests, could have an adverse effect on the demand for these products. We have agreements relating to the sale of our products to government entities in the U.S. and elsewhere and, as a result, we are subject to various statutes and regulations that apply to companies doing business with the government (less than 3% of our fiscal 2024 sales were made to the U.S. federal government). The laws governing government contracts differ from the laws governing private contracts and government contracts may contain pricing terms and conditions that are not applicable to private contracts. We are also subject to investigation for compliance with the regulations governing government contracts. A failure to comply with these regulations could result in suspension of these contracts, criminal, civil and administrative penalties or debarment. 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), 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 27 27 Table of Contentschanges. 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.We are also subject to a variety of federal, state, local and international laws and regulations that govern, among other things, the importation and exportation of products, the handling, transportation and manufacture of substances that could be classified as hazardous, and our business practices in the U.S. and abroad such as anti-competition laws. Any noncompliance by us with applicable laws and regulations or the failure to maintain, renew or obtain necessary permits and licenses could result in criminal, civil and administrative penalties and could have an adverse effect on our results of operations.Significant developments or changes in U.S. laws or policies, including changes in U.S. trade policies and tariffs and the reaction of other countries thereto, can have an adverse effect on our business and financial results.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. For example, the previous U.S. administration increased tariffs on certain goods imported into the United States and trade tensions between the United States and China escalated, with each country imposing significant additional tariffs on a wide range of goods imported from the other country. That trade tension has not diminished under the current U.S. administration. The U.S. and China could impose other types of restrictions such as limitations on government procurement or technology export restrictions, which could affect our access to markets. In addition, changes to laws or regulations pertraining 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.Our business and financial results can be impaired by improper conduct by any of our employees, agents or business partners.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 States 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.28 Table of Contents Table of Contents Table of Contents 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.We are also subject to a variety of federal, state, local and international laws and regulations that govern, among other things, the importation and exportation of products, the handling, transportation and manufacture of substances that could be classified as hazardous, and our business practices in the U.S. and abroad such as anti-competition laws. Any noncompliance by us with applicable laws and regulations or the failure to maintain, renew or obtain necessary permits and licenses could result in criminal, civil and administrative penalties and could have an adverse effect on our results of operations.Significant developments or changes in U.S. laws or policies, including changes in U.S. trade policies and tariffs and the reaction of other countries thereto, can have an adverse effect on our business and financial results.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. For example, the previous U.S. administration increased tariffs on certain goods imported into the United States and trade tensions between the United States and China escalated, with each country imposing significant additional tariffs on a wide range of goods imported from the other country. That trade tension has not diminished under the current U.S. administration. The U.S. and China could impose other types of restrictions such as limitations on government procurement or technology export restrictions, which could affect our access to markets. In addition, changes to laws or regulations pertraining 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.Our business and financial results can be impaired by improper conduct by any of our employees, agents or business partners.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 States 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. 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. We are also subject to a variety of federal, state, local and international laws and regulations that govern, among other things, the importation and exportation of products, the handling, transportation and manufacture of substances that could be classified as hazardous, and our business practices in the U.S. and abroad such as anti-competition laws. Any noncompliance by us with applicable laws and regulations or the failure to maintain, renew or obtain necessary permits and licenses could result in criminal, civil and administrative penalties and could have an adverse effect on our results of operations. **Current (2025):** As referenced in more detail above, we and our customers must comply with a wide array of federal, state, local and international regulations, in such areas as medical device, healthcare, import and export, anticorruption, and privacy. We develop, configure and market our products to meet customer needs created by those regulations. Any significant change in regulations could reduce demand for our products or increase our expenses. For example, many of our instruments are marketed to the pharmaceutical industry for use in discovering and developing drugs and diagnostic products. Changes in the U.S. FDA's regulation of drug or medical device products, such as managing the price of certain prescription drugs or potentially increasing regulatory scrutiny of lab developed tests, could have an adverse effect on the demand for these products. We have agreements relating to the sale of our products to government entities in the U.S. and elsewhere and, as a result, we are subject to various statutes and regulations that apply to companies doing business with the government (less than 2% of our fiscal 2025 sales were made to the U.S. federal government). The laws governing government contracts differ from the laws governing private contracts and government contracts may contain pricing terms and conditions that are not applicable to private contracts. We are also subject to investigation for compliance with the regulations governing government contracts. A failure to comply with these regulations could result in suspension of these contracts, criminal, civil and administrative penalties or debarment. 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), 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 24 24 Table of Contentschanges. 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.We are also subject to a variety of federal, state, local and international laws and regulations that govern, among other things, the importation and exportation of products, the handling, transportation and manufacture of substances that could be classified as hazardous, and our business practices in the U.S. and abroad such as anti-competition laws. Any noncompliance by us with applicable laws and regulations or the failure to maintain, renew or obtain necessary permits and licenses could result in criminal, civil and administrative penalties and could have an adverse effect on our results of operations.Significant developments or changes in U.S. laws or policies, including changes in U.S. trade policies and tariffs and the reaction of other countries thereto, can have an adverse effect on our business and financial results.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, can adversely affect our business and financial statements. The U.S. has announced and/or implemented new tariffs on imports from a wide range of countries, which has 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. 25 Table of Contents Table of Contents Table of Contents 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.We are also subject to a variety of federal, state, local and international laws and regulations that govern, among other things, the importation and exportation of products, the handling, transportation and manufacture of substances that could be classified as hazardous, and our business practices in the U.S. and abroad such as anti-competition laws. Any noncompliance by us with applicable laws and regulations or the failure to maintain, renew or obtain necessary permits and licenses could result in criminal, civil and administrative penalties and could have an adverse effect on our results of operations.Significant developments or changes in U.S. laws or policies, including changes in U.S. trade policies and tariffs and the reaction of other countries thereto, can have an adverse effect on our business and financial results.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, can adversely affect our business and financial statements. The U.S. has announced and/or implemented new tariffs on imports from a wide range of countries, which has 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. 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.We are also subject to a variety of federal, state, local and international laws and regulations that govern, among other things, the importation and exportation of products, the handling, transportation and manufacture of substances that could be classified as hazardous, and our business practices in the U.S. and abroad such as anti-competition laws. Any noncompliance by us with applicable laws and regulations or the failure to maintain, renew or obtain necessary permits and licenses could result in criminal, civil and administrative penalties and could have an adverse effect on our results of operations.Significant developments or changes in U.S. laws or policies, including changes in U.S. trade policies and tariffs and the reaction of other countries thereto, can have an adverse effect on our business and financial results.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, can adversely affect our business and financial statements. The U.S. has announced and/or implemented new tariffs on imports from a wide range of countries, which has 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. 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. We are also subject to a variety of federal, state, local and international laws and regulations that govern, among other things, the importation and exportation of products, the handling, transportation and manufacture of substances that could be classified as hazardous, and our business practices in the U.S. and abroad such as anti-competition laws. Any noncompliance by us with applicable laws and regulations or the failure to maintain, renew or obtain necessary permits and licenses could result in criminal, civil and administrative penalties and could have an adverse effect on our results of operations. --- ## Modified: Note 5. Fair Value Measurements: **Key changes:** - Reworded sentence: "The following tables provide information by level for financial assets and liabilities that are measured at fair value on a recurring basis (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ carrying ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ value as of ​ Fair Value Measurements Using ​ Balance Sheet Location ​ June 30, ​ Inputs Considered as ​ ​ ​ 2025 ​ Level 1 ​ Level 2 ​ Level 3 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Assets ​ ​ ​ ​ ​ Derivatives designated as hedging instruments - cash flow hedges Other current assets ​ $ 2,843 ​ $ - ​ $ 2,843 ​ $ - Total assets ​ ​ $ 2,843 ​ $ - ​ $ 2,843 ​ $ - ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities ​ ​ ​ ​ ​ Derivatives designated as hedging instruments - net investment hedge Other long-term liabilities ​ $ 18,034 ​ $ - ​ $ 18,034 ​ $ - Total liabilities ​ ​ $ 18,034 ​ $ - ​ $ 18,034 ​ $ - ​ 67 67 Table of Contents​​​​​​​​​​​​​​​​ Total ​​​​​​​​​​​ carrying ​​​​​​​​​​​​value as of​Fair Value Measurements Using ​Balance Sheet Location​June 30,​Inputs Considered as​​ 2024 Level 1 Level 2 Level 3​​​​​​​​​​​​​​Assets​ ​ ​ ​ ​ Certificates of deposit(1)Short-term available-for-sale investments​$ 1,072​$ 1,072​$ - ​$ - Derivatives designated as hedging instruments - cash flow hedgesOther current assets​​ 805​​ - ​​805​​ - Derivatives designated as hedging instruments - cash flow hedgesOther assets​ 9,813​ - ​ 9,813​ - Total assets​​$ 11,690​$ 1,072​$ 10,618​$ - ​​​​​​​​​​​​​​Liabilities​​ ​ ​ ​ Derivatives designated as hedging instruments - net investment hedgeOther long-term liabilities​$ 2,051​$ - ​$ 2,051​$ - Total liabilities​​$ 2,051​$ - ​$ 2,051​$ - (1)The certificates of deposit have contractual maturity dates within one year.​Fair value measurements of available for sale securitiesAvailable for sale securities are measured at fair value using quoted market prices in active markets for identical assets and are therefore classified as Level 1 assets." - Reworded sentence: "Accordingly, as part of the forward starting swaps, the Company exchanges, at specified intervals, the difference between floating and fixed interest amounts based on a notional principal amount." - Reworded sentence: "68 Table of Contents Table of Contents Table of Contents ​​​​​​​​​​​​​​​​ Total ​​​​​​​​​​​ carrying ​​​​​​​​​​​​value as of​Fair Value Measurements Using ​Balance Sheet Location​June 30,​Inputs Considered as​​ 2024 Level 1 Level 2 Level 3​​​​​​​​​​​​​​Assets​ ​ ​ ​ ​ Certificates of deposit(1)Short-term available-for-sale investments​$ 1,072​$ 1,072​$ - ​$ - Derivatives designated as hedging instruments - cash flow hedgesOther current assets​​ 805​​ - ​​805​​ - Derivatives designated as hedging instruments - cash flow hedgesOther assets​ 9,813​ - ​ 9,813​ - Total assets​​$ 11,690​$ 1,072​$ 10,618​$ - ​​​​​​​​​​​​​​Liabilities​​ ​ ​ ​ Derivatives designated as hedging instruments - net investment hedgeOther long-term liabilities​$ 2,051​$ - ​$ 2,051​$ - Total liabilities​​$ 2,051​$ - ​$ 2,051​$ - (1)The certificates of deposit have contractual maturity dates within one year.​Fair value measurements of available for sale securitiesAvailable for sale securities are measured at fair value using quoted market prices in active markets for identical assets and are therefore classified as Level 1 assets." - Reworded sentence: "Accordingly, as part of the forward starting swaps, the Company exchanges, at specified intervals, the difference between floating and fixed interest amounts based on a notional principal amount." - Reworded sentence: "​​​​​​​​​​​​​​​​ Total ​​​​​​​​​​​ carrying ​​​​​​​​​​​​value as of​Fair Value Measurements Using ​Balance Sheet Location​June 30,​Inputs Considered as​​ 2024 Level 1 Level 2 Level 3​​​​​​​​​​​​​​Assets​ ​ ​ ​ ​ Certificates of deposit(1)Short-term available-for-sale investments​$ 1,072​$ 1,072​$ - ​$ - Derivatives designated as hedging instruments - cash flow hedgesOther current assets​​ 805​​ - ​​805​​ - Derivatives designated as hedging instruments - cash flow hedgesOther assets​ 9,813​ - ​ 9,813​ - Total assets​​$ 11,690​$ 1,072​$ 10,618​$ - ​​​​​​​​​​​​​​Liabilities​​ ​ ​ ​ Derivatives designated as hedging instruments - net investment hedgeOther long-term liabilities​$ 2,051​$ - ​$ 2,051​$ - Total liabilities​​$ 2,051​$ - ​$ 2,051​$ - (1)The certificates of deposit have contractual maturity dates within one year.​Fair value measurements of available for sale securitiesAvailable for sale securities are measured at fair value using quoted market prices in active markets for identical assets and are therefore classified as Level 1 assets." **Prior (2024):** The Company's financial instruments include cash and cash equivalents, available for sale investments, accounts receivable, accounts payable, contingent consideration obligations, derivative instruments, and long-term debt. Fair value is defined as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. This standard also establishes a hierarchy for inputs used in measuring fair value. This standard maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability based on market data obtained from independent sources. Unobservable inputs are inputs that reflect our assumptions about the factors market participants would use in valuing the asset or liability based upon the best information available in the circumstances. The categorization of financial assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy is broken down into three levels. Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable for the asset or liability and their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. Level 3 may also include certain investment securities for which there is limited market activity or a decrease in the observability of market pricing for the investments, such that the determination of fair value requires significant judgment or estimation. 69 69 Table of ContentsThe following tables provide information by level for financial assets and liabilities that are measured at fair value on a recurring basis (in thousands):​​​​​​​​​​​​​​​​ Total ​​​​​​​​​​​carrying ​​​​​​​​​​​​value as of​Fair Value Measurements Using ​Balance Sheet Location​June 30, ​Inputs Considered as​​​2024​Level 1​Level 2​Level 3​​ ​​​​​​​​​​​Assets​ ​ ​ ​ ​ Certificates of deposit(1)Short-term available-for-sale investments​$ 1,072​$ 1,072​$ - ​$ - Derivatives designated as hedging instruments - cash flow hedgesOther current assets​ 805​ - ​ 805​ - Derivatives designated as hedging instruments - cash flow hedgesOther assets​​ 9,813​​ - ​​ 9,813​​ - Total assets​​$ 11,690​$ 1,072​$ 10,618​$ - ​​​​​​​​​​​​​​Liabilities​​ ​ ​ ​ Derivatives designated as hedging instruments - net investment hedgeOther long-term liabilities​$ 2,051​$ - ​$ 2,051​$ - Total liabilities​​$ 2,051​$ - ​$ 2,051​$ - ​​​​​​​​​​​​​​​​​ Total ​​​​​​​​​​​ carrying ​​​​​​​​​​​​value as of​Fair Value Measurements Using ​Balance Sheet Location​June 30,​Inputs Considered as​​ 2023 Level 1 Level 2 Level 3​​​​​​​​​​​​​​Assets​ ​ ​ ​ ​ Exchange traded securities(2)Short-term available-for-sale investments​$ 23,739​$ 23,739​$ - ​$ - Derivative instruments - cash flow hedgesOther assets​ 16,857​ - ​ 16,857​ - Total assets​​$ 40,596​$ 23,739​$ 16,857​$ - ​​​​​​​​​​​​​​Liabilities​​ ​ ​ ​ Contingent considerationContingent consideration payable​$ 3,500​$ - ​$ - ​$ 3,500Total liabilities​​$ 3,500​$ - ​$ - ​$ 3,500(1)The certificates of deposit have contractual maturity dates within one year.(2)During the quarter ended September 30, 2023, the Company sold all of its exchange traded investment grade bond funds that it held at June 30, 2023. The costs basis and fair value of these exchange traded investment grade bond funds were $25.0 million and $23.7 million at June 30, 2023, respectively.​Fair value measurements of available for sale securitiesAvailable for sale securities are measured at fair value using quoted market prices in active markets for identical assets and are therefore classified as Level 1 assets. 70 Table of Contents Table of Contents Table of Contents The following tables provide information by level for financial assets and liabilities that are measured at fair value on a recurring basis (in thousands):​​​​​​​​​​​​​​​​ Total ​​​​​​​​​​​carrying ​​​​​​​​​​​​value as of​Fair Value Measurements Using ​Balance Sheet Location​June 30, ​Inputs Considered as​​​2024​Level 1​Level 2​Level 3​​ ​​​​​​​​​​​Assets​ ​ ​ ​ ​ Certificates of deposit(1)Short-term available-for-sale investments​$ 1,072​$ 1,072​$ - ​$ - Derivatives designated as hedging instruments - cash flow hedgesOther current assets​ 805​ - ​ 805​ - Derivatives designated as hedging instruments - cash flow hedgesOther assets​​ 9,813​​ - ​​ 9,813​​ - Total assets​​$ 11,690​$ 1,072​$ 10,618​$ - ​​​​​​​​​​​​​​Liabilities​​ ​ ​ ​ Derivatives designated as hedging instruments - net investment hedgeOther long-term liabilities​$ 2,051​$ - ​$ 2,051​$ - Total liabilities​​$ 2,051​$ - ​$ 2,051​$ - ​​​​​​​​​​​​​​​​​ Total ​​​​​​​​​​​ carrying ​​​​​​​​​​​​value as of​Fair Value Measurements Using ​Balance Sheet Location​June 30,​Inputs Considered as​​ 2023 Level 1 Level 2 Level 3​​​​​​​​​​​​​​Assets​ ​ ​ ​ ​ Exchange traded securities(2)Short-term available-for-sale investments​$ 23,739​$ 23,739​$ - ​$ - Derivative instruments - cash flow hedgesOther assets​ 16,857​ - ​ 16,857​ - Total assets​​$ 40,596​$ 23,739​$ 16,857​$ - ​​​​​​​​​​​​​​Liabilities​​ ​ ​ ​ Contingent considerationContingent consideration payable​$ 3,500​$ - ​$ - ​$ 3,500Total liabilities​​$ 3,500​$ - ​$ - ​$ 3,500(1)The certificates of deposit have contractual maturity dates within one year.(2)During the quarter ended September 30, 2023, the Company sold all of its exchange traded investment grade bond funds that it held at June 30, 2023. The costs basis and fair value of these exchange traded investment grade bond funds were $25.0 million and $23.7 million at June 30, 2023, respectively.​Fair value measurements of available for sale securitiesAvailable for sale securities are measured at fair value using quoted market prices in active markets for identical assets and are therefore classified as Level 1 assets. The following tables provide information by level for financial assets and liabilities that are measured at fair value on a recurring basis (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ carrying ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ value as of ​ Fair Value Measurements Using ​ Balance Sheet Location ​ June 30, ​ Inputs Considered as ​ ​ ​ 2024 ​ Level 1 ​ Level 2 ​ Level 3 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Assets ​ ​ ​ ​ ​ Certificates of deposit(1) Short-term available-for-sale investments ​ $ 1,072 ​ $ 1,072 ​ $ - ​ $ - Derivatives designated as hedging instruments - cash flow hedges Other current assets ​ 805 ​ - ​ 805 ​ - Derivatives designated as hedging instruments - cash flow hedges Other assets ​ ​ 9,813 ​ ​ - ​ ​ 9,813 ​ ​ - Total assets ​ ​ $ 11,690 ​ $ 1,072 ​ $ 10,618 ​ $ - ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities ​ ​ ​ ​ ​ Derivatives designated as hedging instruments - net investment hedge Other long-term liabilities ​ $ 2,051 ​ $ - ​ $ 2,051 ​ $ - Total liabilities ​ ​ $ 2,051 ​ $ - ​ $ 2,051 ​ $ - ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ carrying ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ value as of ​ Fair Value Measurements Using ​ Balance Sheet Location ​ June 30, ​ Inputs Considered as ​ ​ 2023 Level 1 Level 2 Level 3 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Assets ​ ​ ​ ​ ​ Exchange traded securities(2) Short-term available-for-sale investments ​ $ 23,739 ​ $ 23,739 ​ $ - ​ $ - Derivative instruments - cash flow hedges Other assets ​ 16,857 ​ - ​ 16,857 ​ - Total assets ​ ​ $ 40,596 ​ $ 23,739 ​ $ 16,857 ​ $ - ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities ​ ​ ​ ​ ​ Contingent consideration Contingent consideration payable ​ $ 3,500 ​ $ - ​ $ - ​ $ 3,500 Total liabilities ​ ​ $ 3,500 ​ $ - ​ $ - ​ $ 3,500 ​ Fair value measurements of available for sale securities Available for sale securities are measured at fair value using quoted market prices in active markets for identical assets and are therefore classified as Level 1 assets. 70 70 Table of ContentsFair value measurements of derivative instrumentsThe Company utilizes forward starting swaps designated as a cash flow hedge on forecasted debt. The forward starting swaps reduce the variability of cash flow payments for the Company by converting the variable interest rate on the Company's forecasted variable interest long-term debt to that of a fixed interest rate. Accordingly, as part of the forward starting swaps, the Company exchanges, at specified intervals, the difference between floating and fixed interest amounts based on a notional principal amounts. The Company also uses a cross-currency swap contract to manage its exposure to foreign currency risk associated with the Company's net investment in its Swiss subsidiary.The following table presents the contractual amounts of the Company's outstanding instruments (in millions):​​​​​​​​​​​​ June 30, ​June 30, Instruments​Designation 2024​2023Forward starting swaps(1)​Cash flow hedge​$ 300​$300Cross-currency swap(2)​Net investment hedge​​ 150​​ - ​(1)In May 2021, the Company entered into a forward starting swap designated as a cash flow hedge on forecasted debt based on $200 million of notional principal. The effective date of the swap was November 2022 with the full swap maturing in November 2025. In March 2023, the Company entered into a forward starting swap designated as a cash flow hedge on forecasted debt based on $100 million of notional principal. The effective date of the swap was April 2023 with the full swap maturing in April 2025. (2)In July 2023, the Company entered into a pay-fixed rate, receive-fixed rate cross-currency swap contract with a total notional amount of $150 million that was designated as a hedge to lock in the Swiss franc (CHF) rate for a portion of the Company's CHF net investment in its Lunaphore subsidiary in Switzerland. The objective of the hedge is to protect the net investment in the Company's CHF-denominated operations against changes in the spot exchange rates, on a pre-tax basis. The hedging instrument has four interim settlement dates, which will reduce the notional on the hedging instrument by $10 million at each interim date, and will reduce the notional to $110 million at maturity. The pretax amount of the gains and losses on our hedging instruments and the classification of those gains and losses with our Consolidated Financial Statements for the twelve months ended June 30, 2024 and 2023 were as follows (in thousands): ​​​​​​​​​​​​​​(Gain) Loss Recognized in Accumulated Other Comprehensive Loss​ ​Year Ended ​​​June 30, ​ ​2024​2023 2022Cash flow hedges​​​​​​​​​​Forward starting swaps​​$ 12,632​$ (1,340) $ (19,121)Net investment hedges​​​​​​​​​​Cross-currency swap​​​ 4,015​​ - ​ - Total​​$ 16,647​$ (1,340)​$ (19,121)​71 Table of Contents Table of Contents Table of Contents Fair value measurements of derivative instrumentsThe Company utilizes forward starting swaps designated as a cash flow hedge on forecasted debt. The forward starting swaps reduce the variability of cash flow payments for the Company by converting the variable interest rate on the Company's forecasted variable interest long-term debt to that of a fixed interest rate. Accordingly, as part of the forward starting swaps, the Company exchanges, at specified intervals, the difference between floating and fixed interest amounts based on a notional principal amounts. The Company also uses a cross-currency swap contract to manage its exposure to foreign currency risk associated with the Company's net investment in its Swiss subsidiary.The following table presents the contractual amounts of the Company's outstanding instruments (in millions):​​​​​​​​​​​​ June 30, ​June 30, Instruments​Designation 2024​2023Forward starting swaps(1)​Cash flow hedge​$ 300​$300Cross-currency swap(2)​Net investment hedge​​ 150​​ - ​(1)In May 2021, the Company entered into a forward starting swap designated as a cash flow hedge on forecasted debt based on $200 million of notional principal. The effective date of the swap was November 2022 with the full swap maturing in November 2025. In March 2023, the Company entered into a forward starting swap designated as a cash flow hedge on forecasted debt based on $100 million of notional principal. The effective date of the swap was April 2023 with the full swap maturing in April 2025. (2)In July 2023, the Company entered into a pay-fixed rate, receive-fixed rate cross-currency swap contract with a total notional amount of $150 million that was designated as a hedge to lock in the Swiss franc (CHF) rate for a portion of the Company's CHF net investment in its Lunaphore subsidiary in Switzerland. The objective of the hedge is to protect the net investment in the Company's CHF-denominated operations against changes in the spot exchange rates, on a pre-tax basis. The hedging instrument has four interim settlement dates, which will reduce the notional on the hedging instrument by $10 million at each interim date, and will reduce the notional to $110 million at maturity. The pretax amount of the gains and losses on our hedging instruments and the classification of those gains and losses with our Consolidated Financial Statements for the twelve months ended June 30, 2024 and 2023 were as follows (in thousands): ​​​​​​​​​​​​​​(Gain) Loss Recognized in Accumulated Other Comprehensive Loss​ ​Year Ended ​​​June 30, ​ ​2024​2023 2022Cash flow hedges​​​​​​​​​​Forward starting swaps​​$ 12,632​$ (1,340) $ (19,121)Net investment hedges​​​​​​​​​​Cross-currency swap​​​ 4,015​​ - ​ - Total​​$ 16,647​$ (1,340)​$ (19,121)​ Fair value measurements of derivative instruments The Company utilizes forward starting swaps designated as a cash flow hedge on forecasted debt. The forward starting swaps reduce the variability of cash flow payments for the Company by converting the variable interest rate on the Company's forecasted variable interest long-term debt to that of a fixed interest rate. Accordingly, as part of the forward starting swaps, the Company exchanges, at specified intervals, the difference between floating and fixed interest amounts based on a notional principal amounts. The Company also uses a cross-currency swap contract to manage its exposure to foreign currency risk associated with the Company's net investment in its Swiss subsidiary. The following table presents the contractual amounts of the Company's outstanding instruments (in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ June 30, Instruments ​ Designation 2024 ​ 2023 Forward starting swaps(1) ​ Cash flow hedge ​ $ 300 ​ $ 300 Cross-currency swap(2) ​ Net investment hedge ​ ​ 150 ​ ​ - ​ The pretax amount of the gains and losses on our hedging instruments and the classification of those gains and losses with our Consolidated Financial Statements for the twelve months ended June 30, 2024 and 2023 were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Gain) Loss Recognized in Accumulated Other Comprehensive Loss ​ ​ Year Ended ​ ​ ​ June 30, ​ ​ 2024 ​ 2023 2022 Cash flow hedges ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Forward starting swaps ​ ​ $ 12,632 ​ $ (1,340) $ (19,121) Net investment hedges ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cross-currency swap ​ ​ ​ 4,015 ​ ​ - ​ - Total ​ ​ $ 16,647 ​ $ (1,340) ​ $ (19,121) ​ 71 71 **Current (2025):** The Company's financial instruments include cash and cash equivalents, available for sale investments, accounts receivable, accounts payable, contingent consideration obligations, derivative instruments, and long-term debt. Fair value is defined as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. This standard also establishes a hierarchy for inputs used in measuring fair value. This standard maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability based on market data obtained from independent sources. Unobservable inputs are inputs that reflect our assumptions about the factors market participants would use in valuing the asset or liability based upon the best information available in the circumstances. The categorization of financial assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy is broken down into three levels. Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable for the asset or liability and their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. Level 3 may also include certain investment securities for which there is limited market activity or a decrease in the observability of market pricing for the investments, such that the determination of fair value requires significant judgment or estimation. The following tables provide information by level for financial assets and liabilities that are measured at fair value on a recurring basis (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ carrying ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ value as of ​ Fair Value Measurements Using ​ Balance Sheet Location ​ June 30, ​ Inputs Considered as ​ ​ ​ 2025 ​ Level 1 ​ Level 2 ​ Level 3 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Assets ​ ​ ​ ​ ​ Derivatives designated as hedging instruments - cash flow hedges Other current assets ​ $ 2,843 ​ $ - ​ $ 2,843 ​ $ - Total assets ​ ​ $ 2,843 ​ $ - ​ $ 2,843 ​ $ - ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities ​ ​ ​ ​ ​ Derivatives designated as hedging instruments - net investment hedge Other long-term liabilities ​ $ 18,034 ​ $ - ​ $ 18,034 ​ $ - Total liabilities ​ ​ $ 18,034 ​ $ - ​ $ 18,034 ​ $ - ​ 67 67 Table of Contents​​​​​​​​​​​​​​​​ Total ​​​​​​​​​​​ carrying ​​​​​​​​​​​​value as of​Fair Value Measurements Using ​Balance Sheet Location​June 30,​Inputs Considered as​​ 2024 Level 1 Level 2 Level 3​​​​​​​​​​​​​​Assets​ ​ ​ ​ ​ Certificates of deposit(1)Short-term available-for-sale investments​$ 1,072​$ 1,072​$ - ​$ - Derivatives designated as hedging instruments - cash flow hedgesOther current assets​​ 805​​ - ​​805​​ - Derivatives designated as hedging instruments - cash flow hedgesOther assets​ 9,813​ - ​ 9,813​ - Total assets​​$ 11,690​$ 1,072​$ 10,618​$ - ​​​​​​​​​​​​​​Liabilities​​ ​ ​ ​ Derivatives designated as hedging instruments - net investment hedgeOther long-term liabilities​$ 2,051​$ - ​$ 2,051​$ - Total liabilities​​$ 2,051​$ - ​$ 2,051​$ - (1)The certificates of deposit have contractual maturity dates within one year.​Fair value measurements of available for sale securitiesAvailable for sale securities are measured at fair value using quoted market prices in active markets for identical assets and are therefore classified as Level 1 assets. Fair value measurements of derivative instrumentsThe Company utilizes forward starting swaps designated as a cash flow hedge on forecasted debt. The forward starting swaps reduce the variability of cash flow payments for the Company by converting the variable interest rate on the Company's forecasted variable interest long-term debt to that of a fixed interest rate. Accordingly, as part of the forward starting swaps, the Company exchanges, at specified intervals, the difference between floating and fixed interest amounts based on a notional principal amount. The Company also uses a cross-currency swap contract to manage its exposure to foreign currency risk associated with the Company's net investment in its Swiss subsidiary.The following table presents the contractual amounts of the Company's outstanding instruments (in millions):​​​​​​​​​​​​ June 30, ​June 30, Instruments​Designation 2025​2024Forward starting swaps(1)​Cash flow hedge​$ 200​$300Cross-currency swap(2)​Net investment hedge​​ 140​​ 150(1)In May 2021, the Company entered into a forward starting swap designated as a cash flow hedge on forecasted debt based on $200 million of notional principal. The effective date of the swap was November 2022 with the full swap maturing in November 2025.(2)In July 2023, the Company entered into a pay-fixed rate, receive-fixed rate cross-currency swap contract with a total notional amount of $150 million that was designated as a hedge to lock in the Swiss franc (CHF) rate for a portion of the Company's CHF net investment in its Lunaphore subsidiary in Switzerland. The objective of the hedge is to protect the net investment in the Company's CHF-denominated operations against changes in the spot exchange rates, on a pre-tax basis. The hedging instrument has four interim settlement dates, which will reduce the notional on the hedging instrument by $10 million at each interim date, and will reduce the notional to $110 million at maturity. 68 Table of Contents Table of Contents Table of Contents ​​​​​​​​​​​​​​​​ Total ​​​​​​​​​​​ carrying ​​​​​​​​​​​​value as of​Fair Value Measurements Using ​Balance Sheet Location​June 30,​Inputs Considered as​​ 2024 Level 1 Level 2 Level 3​​​​​​​​​​​​​​Assets​ ​ ​ ​ ​ Certificates of deposit(1)Short-term available-for-sale investments​$ 1,072​$ 1,072​$ - ​$ - Derivatives designated as hedging instruments - cash flow hedgesOther current assets​​ 805​​ - ​​805​​ - Derivatives designated as hedging instruments - cash flow hedgesOther assets​ 9,813​ - ​ 9,813​ - Total assets​​$ 11,690​$ 1,072​$ 10,618​$ - ​​​​​​​​​​​​​​Liabilities​​ ​ ​ ​ Derivatives designated as hedging instruments - net investment hedgeOther long-term liabilities​$ 2,051​$ - ​$ 2,051​$ - Total liabilities​​$ 2,051​$ - ​$ 2,051​$ - (1)The certificates of deposit have contractual maturity dates within one year.​Fair value measurements of available for sale securitiesAvailable for sale securities are measured at fair value using quoted market prices in active markets for identical assets and are therefore classified as Level 1 assets. Fair value measurements of derivative instrumentsThe Company utilizes forward starting swaps designated as a cash flow hedge on forecasted debt. The forward starting swaps reduce the variability of cash flow payments for the Company by converting the variable interest rate on the Company's forecasted variable interest long-term debt to that of a fixed interest rate. Accordingly, as part of the forward starting swaps, the Company exchanges, at specified intervals, the difference between floating and fixed interest amounts based on a notional principal amount. The Company also uses a cross-currency swap contract to manage its exposure to foreign currency risk associated with the Company's net investment in its Swiss subsidiary.The following table presents the contractual amounts of the Company's outstanding instruments (in millions):​​​​​​​​​​​​ June 30, ​June 30, Instruments​Designation 2025​2024Forward starting swaps(1)​Cash flow hedge​$ 200​$300Cross-currency swap(2)​Net investment hedge​​ 140​​ 150(1)In May 2021, the Company entered into a forward starting swap designated as a cash flow hedge on forecasted debt based on $200 million of notional principal. The effective date of the swap was November 2022 with the full swap maturing in November 2025.(2)In July 2023, the Company entered into a pay-fixed rate, receive-fixed rate cross-currency swap contract with a total notional amount of $150 million that was designated as a hedge to lock in the Swiss franc (CHF) rate for a portion of the Company's CHF net investment in its Lunaphore subsidiary in Switzerland. The objective of the hedge is to protect the net investment in the Company's CHF-denominated operations against changes in the spot exchange rates, on a pre-tax basis. The hedging instrument has four interim settlement dates, which will reduce the notional on the hedging instrument by $10 million at each interim date, and will reduce the notional to $110 million at maturity. ​​​​​​​​​​​​​​​​ Total ​​​​​​​​​​​ carrying ​​​​​​​​​​​​value as of​Fair Value Measurements Using ​Balance Sheet Location​June 30,​Inputs Considered as​​ 2024 Level 1 Level 2 Level 3​​​​​​​​​​​​​​Assets​ ​ ​ ​ ​ Certificates of deposit(1)Short-term available-for-sale investments​$ 1,072​$ 1,072​$ - ​$ - Derivatives designated as hedging instruments - cash flow hedgesOther current assets​​ 805​​ - ​​805​​ - Derivatives designated as hedging instruments - cash flow hedgesOther assets​ 9,813​ - ​ 9,813​ - Total assets​​$ 11,690​$ 1,072​$ 10,618​$ - ​​​​​​​​​​​​​​Liabilities​​ ​ ​ ​ Derivatives designated as hedging instruments - net investment hedgeOther long-term liabilities​$ 2,051​$ - ​$ 2,051​$ - Total liabilities​​$ 2,051​$ - ​$ 2,051​$ - (1)The certificates of deposit have contractual maturity dates within one year.​Fair value measurements of available for sale securitiesAvailable for sale securities are measured at fair value using quoted market prices in active markets for identical assets and are therefore classified as Level 1 assets. Fair value measurements of derivative instrumentsThe Company utilizes forward starting swaps designated as a cash flow hedge on forecasted debt. The forward starting swaps reduce the variability of cash flow payments for the Company by converting the variable interest rate on the Company's forecasted variable interest long-term debt to that of a fixed interest rate. Accordingly, as part of the forward starting swaps, the Company exchanges, at specified intervals, the difference between floating and fixed interest amounts based on a notional principal amount. The Company also uses a cross-currency swap contract to manage its exposure to foreign currency risk associated with the Company's net investment in its Swiss subsidiary.The following table presents the contractual amounts of the Company's outstanding instruments (in millions):​​​​​​​​​​​​ June 30, ​June 30, Instruments​Designation 2025​2024Forward starting swaps(1)​Cash flow hedge​$ 200​$300Cross-currency swap(2)​Net investment hedge​​ 140​​ 150(1)In May 2021, the Company entered into a forward starting swap designated as a cash flow hedge on forecasted debt based on $200 million of notional principal. The effective date of the swap was November 2022 with the full swap maturing in November 2025.(2)In July 2023, the Company entered into a pay-fixed rate, receive-fixed rate cross-currency swap contract with a total notional amount of $150 million that was designated as a hedge to lock in the Swiss franc (CHF) rate for a portion of the Company's CHF net investment in its Lunaphore subsidiary in Switzerland. The objective of the hedge is to protect the net investment in the Company's CHF-denominated operations against changes in the spot exchange rates, on a pre-tax basis. The hedging instrument has four interim settlement dates, which will reduce the notional on the hedging instrument by $10 million at each interim date, and will reduce the notional to $110 million at maturity. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ carrying ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ value as of ​ Fair Value Measurements Using ​ Balance Sheet Location ​ June 30, ​ Inputs Considered as ​ ​ 2024 Level 1 Level 2 Level 3 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Assets ​ ​ ​ ​ ​ Certificates of deposit(1) Short-term available-for-sale investments ​ $ 1,072 ​ $ 1,072 ​ $ - ​ $ - Derivatives designated as hedging instruments - cash flow hedges Other current assets ​ ​ 805 ​ ​ - ​ ​ 805 ​ ​ - Derivatives designated as hedging instruments - cash flow hedges Other assets ​ 9,813 ​ - ​ 9,813 ​ - Total assets ​ ​ $ 11,690 ​ $ 1,072 ​ $ 10,618 ​ $ - ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities ​ ​ ​ ​ ​ Derivatives designated as hedging instruments - net investment hedge Other long-term liabilities ​ $ 2,051 ​ $ - ​ $ 2,051 ​ $ - Total liabilities ​ ​ $ 2,051 ​ $ - ​ $ 2,051 ​ $ - ​ Fair value measurements of available for sale securities Available for sale securities are measured at fair value using quoted market prices in active markets for identical assets and are therefore classified as Level 1 assets. Fair value measurements of derivative instruments The Company utilizes forward starting swaps designated as a cash flow hedge on forecasted debt. The forward starting swaps reduce the variability of cash flow payments for the Company by converting the variable interest rate on the Company's forecasted variable interest long-term debt to that of a fixed interest rate. Accordingly, as part of the forward starting swaps, the Company exchanges, at specified intervals, the difference between floating and fixed interest amounts based on a notional principal amount. The Company also uses a cross-currency swap contract to manage its exposure to foreign currency risk associated with the Company's net investment in its Swiss subsidiary. The following table presents the contractual amounts of the Company's outstanding instruments (in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ June 30, Instruments ​ Designation 2025 ​ 2024 Forward starting swaps(1) ​ Cash flow hedge ​ $ 200 ​ $ 300 Cross-currency swap(2) ​ Net investment hedge ​ ​ 140 ​ ​ 150 68 68 Table of ContentsThe pretax amount of the gains and losses on our hedging instruments and the classification of those gains and losses with our Consolidated Financial Statements for the years ended June 30, 2025, 2024 and 2023 were as follows (in thousands): ​​​​​​​​​​​​(Gain) Loss Recognized in Accumulated Other Comprehensive Loss​ Year Ended ​​June 30, ​ 2025​2024 2023Cash flow hedges​​​​​​​​​Forward starting swaps​$ 11,530​$ 12,632 $ (1,340)Net investment hedges​​​​​​​​​Cross-currency swap​​ 14,301​​ 4,015 ​ - Total​$ 25,831​$ 16,647​$ (1,340)​​​​​​​​​​​​​​​​​​​(Gain) Loss Reclassified into Income​​​​​​​ Year Ended ​​​​​​​​June 30, ​Income Statement​ 2025​2024 2023​ClassificationCash flow hedges​​​​​​​​​​​​​​​Forward starting swaps​$ (8,448)​$ (10,317) $ (4,526)​ Interest expenseNet investment hedges​​​​​​​​​​​​​​​Cross-currency swap​​ (2,761)​​ (3,210) ​ - ​ Interest expenseTotal​$ (11,209)​$ (13,527)​$ (4,526)​​​​​​​Gains or losses related to the net investment hedges are classified as foreign currency translation adjustments in the schedule of changes in Accumulated Other Comprehensive Income ("AOCI") in Note 8, as these items are attributable to the Company's hedges of its net investment in foreign operations. Gains or losses related to the cash flow hedges are classified as Unrealized gains (losses) on cash flow hedges in the schedule of changes in AOCI in Note 8.The instruments were valued using observable market inputs in active markets and therefore are classified as Level 2 liabilities.Fair value measurements of contingent considerationAs of December 31 2023, the Company's obligation for potential contingent consideration payments related to the Namocell and Asuragen acquisitions was relieved as the likelihood that the revenue thresholds and product milestones would be achieved in the timeframe established within the purchase agreement was remote. As a result, the Company reversed an accrual for the fair value of the contingent liabilities at the date of settlement during fiscal 2024, respectively. There was no contingent consideration throughout all of fiscal 2025.The following table presents a reconciliation of the liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (in thousands):​​​​​​​​​ ​​​​​​​​​June 30, ​​​2025​2024​​​​​​​​Fair value at the beginning of period​​$ - ​$ 3,500Purchase price contingent consideration (Note 4)​​ - ​ - Change in fair value of contingent consideration​​ - ​ (3,500)Payments​​ - ​ - Fair value at the end of period​​$ - ​$ - ​69 Table of Contents Table of Contents Table of Contents The pretax amount of the gains and losses on our hedging instruments and the classification of those gains and losses with our Consolidated Financial Statements for the years ended June 30, 2025, 2024 and 2023 were as follows (in thousands): ​​​​​​​​​​​​(Gain) Loss Recognized in Accumulated Other Comprehensive Loss​ Year Ended ​​June 30, ​ 2025​2024 2023Cash flow hedges​​​​​​​​​Forward starting swaps​$ 11,530​$ 12,632 $ (1,340)Net investment hedges​​​​​​​​​Cross-currency swap​​ 14,301​​ 4,015 ​ - Total​$ 25,831​$ 16,647​$ (1,340)​​​​​​​​​​​​​​​​​​​(Gain) Loss Reclassified into Income​​​​​​​ Year Ended ​​​​​​​​June 30, ​Income Statement​ 2025​2024 2023​ClassificationCash flow hedges​​​​​​​​​​​​​​​Forward starting swaps​$ (8,448)​$ (10,317) $ (4,526)​ Interest expenseNet investment hedges​​​​​​​​​​​​​​​Cross-currency swap​​ (2,761)​​ (3,210) ​ - ​ Interest expenseTotal​$ (11,209)​$ (13,527)​$ (4,526)​​​​​​​Gains or losses related to the net investment hedges are classified as foreign currency translation adjustments in the schedule of changes in Accumulated Other Comprehensive Income ("AOCI") in Note 8, as these items are attributable to the Company's hedges of its net investment in foreign operations. Gains or losses related to the cash flow hedges are classified as Unrealized gains (losses) on cash flow hedges in the schedule of changes in AOCI in Note 8.The instruments were valued using observable market inputs in active markets and therefore are classified as Level 2 liabilities.Fair value measurements of contingent considerationAs of December 31 2023, the Company's obligation for potential contingent consideration payments related to the Namocell and Asuragen acquisitions was relieved as the likelihood that the revenue thresholds and product milestones would be achieved in the timeframe established within the purchase agreement was remote. As a result, the Company reversed an accrual for the fair value of the contingent liabilities at the date of settlement during fiscal 2024, respectively. There was no contingent consideration throughout all of fiscal 2025.The following table presents a reconciliation of the liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (in thousands):​​​​​​​​​ ​​​​​​​​​June 30, ​​​2025​2024​​​​​​​​Fair value at the beginning of period​​$ - ​$ 3,500Purchase price contingent consideration (Note 4)​​ - ​ - Change in fair value of contingent consideration​​ - ​ (3,500)Payments​​ - ​ - Fair value at the end of period​​$ - ​$ - ​ The pretax amount of the gains and losses on our hedging instruments and the classification of those gains and losses with our Consolidated Financial Statements for the years ended June 30, 2025, 2024 and 2023 were as follows (in thousands): ​​​​​​​​​​​​(Gain) Loss Recognized in Accumulated Other Comprehensive Loss​ Year Ended ​​June 30, ​ 2025​2024 2023Cash flow hedges​​​​​​​​​Forward starting swaps​$ 11,530​$ 12,632 $ (1,340)Net investment hedges​​​​​​​​​Cross-currency swap​​ 14,301​​ 4,015 ​ - Total​$ 25,831​$ 16,647​$ (1,340)​​​​​​​​​​​​​​​​​​​(Gain) Loss Reclassified into Income​​​​​​​ Year Ended ​​​​​​​​June 30, ​Income Statement​ 2025​2024 2023​ClassificationCash flow hedges​​​​​​​​​​​​​​​Forward starting swaps​$ (8,448)​$ (10,317) $ (4,526)​ Interest expenseNet investment hedges​​​​​​​​​​​​​​​Cross-currency swap​​ (2,761)​​ (3,210) ​ - ​ Interest expenseTotal​$ (11,209)​$ (13,527)​$ (4,526)​​​​​​​Gains or losses related to the net investment hedges are classified as foreign currency translation adjustments in the schedule of changes in Accumulated Other Comprehensive Income ("AOCI") in Note 8, as these items are attributable to the Company's hedges of its net investment in foreign operations. Gains or losses related to the cash flow hedges are classified as Unrealized gains (losses) on cash flow hedges in the schedule of changes in AOCI in Note 8.The instruments were valued using observable market inputs in active markets and therefore are classified as Level 2 liabilities.Fair value measurements of contingent considerationAs of December 31 2023, the Company's obligation for potential contingent consideration payments related to the Namocell and Asuragen acquisitions was relieved as the likelihood that the revenue thresholds and product milestones would be achieved in the timeframe established within the purchase agreement was remote. As a result, the Company reversed an accrual for the fair value of the contingent liabilities at the date of settlement during fiscal 2024, respectively. There was no contingent consideration throughout all of fiscal 2025.The following table presents a reconciliation of the liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (in thousands):​​​​​​​​​ ​​​​​​​​​June 30, ​​​2025​2024​​​​​​​​Fair value at the beginning of period​​$ - ​$ 3,500Purchase price contingent consideration (Note 4)​​ - ​ - Change in fair value of contingent consideration​​ - ​ (3,500)Payments​​ - ​ - Fair value at the end of period​​$ - ​$ - ​ The pretax amount of the gains and losses on our hedging instruments and the classification of those gains and losses with our Consolidated Financial Statements for the years ended June 30, 2025, 2024 and 2023 were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Gain) Loss Recognized in Accumulated Other Comprehensive Loss ​ Year Ended ​ ​ June 30, ​ 2025 ​ 2024 2023 Cash flow hedges ​ ​ ​ ​ ​ ​ ​ ​ ​ Forward starting swaps ​ $ 11,530 ​ $ 12,632 $ (1,340) Net investment hedges ​ ​ ​ ​ ​ ​ ​ ​ ​ Cross-currency swap ​ ​ 14,301 ​ ​ 4,015 ​ - Total ​ $ 25,831 ​ $ 16,647 ​ $ (1,340) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Gain) Loss Reclassified into Income ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ Income Statement ​ 2025 ​ 2024 2023 ​ Classification Cash flow hedges ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Forward starting swaps ​ $ (8,448) ​ $ (10,317) $ (4,526) ​ Interest expense Net investment hedges ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cross-currency swap ​ ​ (2,761) ​ ​ (3,210) ​ - ​ Interest expense Total ​ $ (11,209) ​ $ (13,527) ​ $ (4,526) ​ ​ ​ ​ ​ ​ ​ Gains or losses related to the net investment hedges are classified as foreign currency translation adjustments in the schedule of changes in Accumulated Other Comprehensive Income ("AOCI") in Note 8, as these items are attributable to the Company's hedges of its net investment in foreign operations. Gains or losses related to the cash flow hedges are classified as Unrealized gains (losses) on cash flow hedges in the schedule of changes in AOCI in Note 8. The instruments were valued using observable market inputs in active markets and therefore are classified as Level 2 liabilities. Fair value measurements of contingent consideration As of December 31 2023, the Company's obligation for potential contingent consideration payments related to the Namocell and Asuragen acquisitions was relieved as the likelihood that the revenue thresholds and product milestones would be achieved in the timeframe established within the purchase agreement was remote. As a result, the Company reversed an accrual for the fair value of the contingent liabilities at the date of settlement during fiscal 2024, respectively. There was no contingent consideration throughout all of fiscal 2025. The following table presents a reconciliation of the liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ ​ 2025 ​ 2024 ​ ​ ​ ​ ​ ​ ​ ​ Fair value at the beginning of period ​ ​ $ - ​ $ 3,500 Purchase price contingent consideration (Note 4) ​ ​ - ​ - Change in fair value of contingent consideration Change in fair value of contingent consideration ​ ​ - ​ (3,500) Payments ​ ​ - ​ - Fair value at the end of period ​ ​ $ - ​ $ - ​ 69 69 Table of ContentsThe use of different assumptions, applying different judgment to matters that inherently are subjective and changes in future market conditions could result in different estimates of fair value of our securities or contingent consideration, currently and in the future. If market conditions deteriorate, we may incur impairment charges for securities in our investment portfolio.Fair value measurements of other financial instruments - The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it is practicable to estimate fair value.Cash and cash equivalents, certificates of deposit, accounts receivable, and accounts payable - The carrying amounts reported in the Consolidated Balance Sheets approximate fair value because of the short-term nature of these items.Long-term debt - The carrying amounts reported in the Consolidated Balance Sheets for the amount drawn on our line-of-credit facility and long-term debt approximates fair value because our interest rate is variable and reflects current market rates.​Note 6. Debt and Other Financing Arrangements:On August 31, 2022, the Company entered into a revolving line-of-credit and term loan by a Credit Agreement (the Credit Agreement). The Credit Agreement provides for a revolving credit facility of $1 billion, which can be increased by an additional $400 million subject to certain conditions. Borrowings under the Credit Agreement may be used for working capital and expenditures of the Company and its subsidiaries, including financing permitted acquisitions. Borrowings under the Credit Agreement bear interest at a variable rate. The current outstanding debt is based on the one-month Secured Overnight Financing Rate (SOFR) plus an applicable margin. The applicable margin is determined from the total leverage ratio of the Company and updated on a quarterly basis. The annualized fee for any unused portion of the credit facility is currently 10 basis points. The Credit Agreement matures on August 31, 2027 and contains customary restrictive and financial covenants and customary events of default. As of June 30, 2025 and 2024, the outstanding balance under the Credit Agreement was $346.0 million and $319.0 million, respectively.Note 7. Leases:As a lessee, the Company leases offices, labs, and manufacturing facilities, as well as vehicles, copiers, and other equipment. The Company determines whether a contract is a lease or contains a lease at inception date. Upon commencement date, operating lease right-of-use assets and liabilities are recognized based on the present value of lease payments over the lease term. The discount rate used to calculate present value is the Company's incremental borrowing rate or, if available, the rate implicit in the lease. The Company determines the incremental borrowing rate for each lease based primarily on its lease term and the economic environment of the applicable country or region. The Company recognizes operating lease expense on a straight-line basis over the lease term. Further, as part of our adoption of ASC 842, the Company also made the accounting policy elections to not capitalize short term leases (defined as a lease with a lease term that is less than 12 months) and to combine lease and non-lease components for all asset classes in determining the lease payments.70 Table of Contents Table of Contents Table of Contents The use of different assumptions, applying different judgment to matters that inherently are subjective and changes in future market conditions could result in different estimates of fair value of our securities or contingent consideration, currently and in the future. If market conditions deteriorate, we may incur impairment charges for securities in our investment portfolio.Fair value measurements of other financial instruments - The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it is practicable to estimate fair value.Cash and cash equivalents, certificates of deposit, accounts receivable, and accounts payable - The carrying amounts reported in the Consolidated Balance Sheets approximate fair value because of the short-term nature of these items.Long-term debt - The carrying amounts reported in the Consolidated Balance Sheets for the amount drawn on our line-of-credit facility and long-term debt approximates fair value because our interest rate is variable and reflects current market rates.​Note 6. Debt and Other Financing Arrangements:On August 31, 2022, the Company entered into a revolving line-of-credit and term loan by a Credit Agreement (the Credit Agreement). The Credit Agreement provides for a revolving credit facility of $1 billion, which can be increased by an additional $400 million subject to certain conditions. Borrowings under the Credit Agreement may be used for working capital and expenditures of the Company and its subsidiaries, including financing permitted acquisitions. Borrowings under the Credit Agreement bear interest at a variable rate. The current outstanding debt is based on the one-month Secured Overnight Financing Rate (SOFR) plus an applicable margin. The applicable margin is determined from the total leverage ratio of the Company and updated on a quarterly basis. The annualized fee for any unused portion of the credit facility is currently 10 basis points. The Credit Agreement matures on August 31, 2027 and contains customary restrictive and financial covenants and customary events of default. As of June 30, 2025 and 2024, the outstanding balance under the Credit Agreement was $346.0 million and $319.0 million, respectively.Note 7. Leases:As a lessee, the Company leases offices, labs, and manufacturing facilities, as well as vehicles, copiers, and other equipment. The Company determines whether a contract is a lease or contains a lease at inception date. Upon commencement date, operating lease right-of-use assets and liabilities are recognized based on the present value of lease payments over the lease term. The discount rate used to calculate present value is the Company's incremental borrowing rate or, if available, the rate implicit in the lease. The Company determines the incremental borrowing rate for each lease based primarily on its lease term and the economic environment of the applicable country or region. The Company recognizes operating lease expense on a straight-line basis over the lease term. Further, as part of our adoption of ASC 842, the Company also made the accounting policy elections to not capitalize short term leases (defined as a lease with a lease term that is less than 12 months) and to combine lease and non-lease components for all asset classes in determining the lease payments. The use of different assumptions, applying different judgment to matters that inherently are subjective and changes in future market conditions could result in different estimates of fair value of our securities or contingent consideration, currently and in the future. If market conditions deteriorate, we may incur impairment charges for securities in our investment portfolio.Fair value measurements of other financial instruments - The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it is practicable to estimate fair value.Cash and cash equivalents, certificates of deposit, accounts receivable, and accounts payable - The carrying amounts reported in the Consolidated Balance Sheets approximate fair value because of the short-term nature of these items.Long-term debt - The carrying amounts reported in the Consolidated Balance Sheets for the amount drawn on our line-of-credit facility and long-term debt approximates fair value because our interest rate is variable and reflects current market rates.​Note 6. Debt and Other Financing Arrangements:On August 31, 2022, the Company entered into a revolving line-of-credit and term loan by a Credit Agreement (the Credit Agreement). The Credit Agreement provides for a revolving credit facility of $1 billion, which can be increased by an additional $400 million subject to certain conditions. Borrowings under the Credit Agreement may be used for working capital and expenditures of the Company and its subsidiaries, including financing permitted acquisitions. Borrowings under the Credit Agreement bear interest at a variable rate. The current outstanding debt is based on the one-month Secured Overnight Financing Rate (SOFR) plus an applicable margin. The applicable margin is determined from the total leverage ratio of the Company and updated on a quarterly basis. The annualized fee for any unused portion of the credit facility is currently 10 basis points. The Credit Agreement matures on August 31, 2027 and contains customary restrictive and financial covenants and customary events of default. As of June 30, 2025 and 2024, the outstanding balance under the Credit Agreement was $346.0 million and $319.0 million, respectively.Note 7. Leases:As a lessee, the Company leases offices, labs, and manufacturing facilities, as well as vehicles, copiers, and other equipment. The Company determines whether a contract is a lease or contains a lease at inception date. Upon commencement date, operating lease right-of-use assets and liabilities are recognized based on the present value of lease payments over the lease term. The discount rate used to calculate present value is the Company's incremental borrowing rate or, if available, the rate implicit in the lease. The Company determines the incremental borrowing rate for each lease based primarily on its lease term and the economic environment of the applicable country or region. The Company recognizes operating lease expense on a straight-line basis over the lease term. Further, as part of our adoption of ASC 842, the Company also made the accounting policy elections to not capitalize short term leases (defined as a lease with a lease term that is less than 12 months) and to combine lease and non-lease components for all asset classes in determining the lease payments. The use of different assumptions, applying different judgment to matters that inherently are subjective and changes in future market conditions could result in different estimates of fair value of our securities or contingent consideration, currently and in the future. If market conditions deteriorate, we may incur impairment charges for securities in our investment portfolio. Fair value measurements of other financial instruments - The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it is practicable to estimate fair value. Cash and cash equivalents, certificates of deposit, accounts receivable, and accounts payable - The carrying amounts reported in the Consolidated Balance Sheets approximate fair value because of the short-term nature of these items. Long-term debt - The carrying amounts reported in the Consolidated Balance Sheets for the amount drawn on our line-of-credit facility and long-term debt approximates fair value because our interest rate is variable and reflects current market rates. ​ --- ## Modified: Impairment of Goodwill **Key changes:** - Reworded sentence: "Goodwill Goodwill was $980.9 million as of June 30, 2025, which represented 38% of total assets." - Reworded sentence: "The qualitative evaluation for goodwill is an assessment of factors including reporting unit specific operating results as well as industry and market conditions, overall financial performance, and other relevant events and factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill." - Reworded sentence: "For fiscal 2025, we elected to perform a quantitative analysis for all five reporting units." - Reworded sentence: "During the second quarter of fiscal 2024, as part of restructuring actions, certain assets and liabilities associated with a disposal group in our Protein Sciences segment were classified as held-for-sale as of December 31, 2023." - Reworded sentence: "The impairment test resulted in a total impairment charge of $22.0 million, which includes the allocated goodwill, which we have further described within Note 14." **Prior (2024):** Goodwill Goodwill was $972.7 million as of June 30, 2024, which represented 36% 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. To analyze goodwill for impairment, we must assign our goodwill to individual reporting units. Identification of reporting units includes an analysis of the components that comprise each of our operating segments, which considers, among other things, the manner in which we operate our business and the availability of discrete financial information. Components of an operating segment are aggregated to form one reporting unit if the components have similar economic characteristics. We periodically review our reporting units to ensure that they continue to reflect the manner in which we operate our business. The Company tests goodwill for impairment by either performing a qualitative evaluation or a quantitative test. The qualitative evaluation for goodwill is an assessment of factors including reporting unit specific operating results as well as industry and market conditions, overall financial performance, and other relevant events and factors to determine whether it is more likely than not that the fair values of a reporting unit is less than its carrying amount, including goodwill. The Company may elect to bypass the qualitative assessment for its reporting units and perform a quantitative test. The quantitative impairment test requires us to estimate the fair value of our reporting units based on the income approach. The income approach is a valuation technique under which we estimate future cash flows using the reporting unit's financial forecast from the perspective of an unrelated market participant. Using historical trending and internal forecasting techniques, we project revenue and apply our fixed and variable cost experience rate to the projected revenue to arrive at the future cash flows. A terminal value is then applied to the projected cash flow stream. Future estimated cash flows are discounted to their present value to calculate the estimated fair value. The discount rate used is the value-weighted average of our estimated cost of capital derived using both known and estimated customary market metrics. In determining the estimated fair value of a reporting unit, we are required to estimate a number of factors, including projected operating results, terminal growth rates, economic conditions, anticipated future cash flows, the discount rate and the allocation of shared or corporate items. For fiscal 2024, we elected to perform a qualitative analysis for all five reporting units. The Company determined, after performing the qualitative analysis, there was no evidence that it is more likely than not that the fair value was less than the carrying amounts, therefore, it was not necessary to perform a quantitative impairment test in fiscal 2024. During the 45 45 Table of Contentssecond quarter of fiscal 2024, as part of restructuring actions, certain assets and liabilities associated with a disposal group in our Protein Sciences segment were classified as held-for-sale as of December 31, 2023. Given the upcoming divestiture, the Company identified a triggering event and performed impairment testing during the second half of fiscal 2024. The impairment test resulted in a total impairment charge of $22.0 million, which includes the allocated goodwill, which we have further described within Note 1. The Company did not identify any triggering events after our annual goodwill impairment analysis through June 30, 2024, the date of our consolidated balance sheet, that would require an additional goodwill impairment assessment to be performed.For fiscal 2023, we elected to perform a qualitative analysis for all five reporting units. The Company determined, after performing the qualitative analysis, there was no evidence that it was more likely than not that the fair value was less than the carrying amounts, therefore, it was not necessary to perform a quantitative impairment test in fiscal 2023. The Company did not identify any triggering events after our annual goodwill impairment analysis through June 30, 2023, the date of our consolidated balance sheet, that would require an additional goodwill impairment assessment to be performed.In the first quarter of fiscal 2022, the Company combined the management of the Exosome Diagnostics and Asuragen reporting units, both of which were included in the Diagnostics and Genomics operating segment. In conjunction with the combination of the reporting units, a qualitative goodwill impairment assessment was performed. The qualitative assessment identified no indicators of impairment.In the second quarter of fiscal 2022 Eminence notified the Company of its need for additional capital to execute its growth plan. The Company first attempted to find outside equity financing support for the Eminence investment but was unable to do so. The Company then reviewed the additional financing needs required to successfully ramp Eminence's business, which ultimately did not meet the Company's return on capital requirements. Therefore, the Company did not provide additional funding to Eminence. As a result of not obtaining additional financing, Eminence notified the Company of its plans to cease operations and liquidate its business.Given the upcoming liquidation process to dispose of the Eminence assets, the Company identified a triggering event and performed impairment testing during the second quarter of fiscal 2022. The impairment testing resulted in a full impairment of the Eminence goodwill and intangible assets, which resulted in charges of $8.3 million and $8.6 million, respectively, for the year ended June 30, 2022. The Company also recognized inventory and fixed asset impairment charges of $0.9 million and $0.9 million, respectively. The Company recorded the impairment charges within the General and Administrative line in the Consolidated Income Statement. The impairment charges recorded within Net Earnings Attributable to Bio-Techne were reduced by approximately $8 million recorded within Net Earnings Attributable to Noncontrolling Interests. The remaining net tangible assets of Eminence included in our Consolidated Balance Sheet as of June 30 2022, were $4.3 million and primarily consisted of fixed assets and related deposits of $3.1 million, inventory of $0.6 million, receivables of $0.4 million, and other current assets of $0.1 million. The Company also had $4.5 million related to current liabilities. The Company held a financial interest of approximately 57.4% in those tangible assets in the liquidation process. As described in Note 1, in the fourth quarter of fiscal 2022, Eminence was able to secure cash deposits on future orders to provide funding for their operations. This delay in liquidation allowed time for securing of additional investor financing which coincided with the sale of the Company's equity shares of Eminence in the first quarter of fiscal 2023. In the first quarter of fiscal 2022, the Company combined the management of the Exosome Diagnostics and Asuragen reporting units, both of which are included in the Diagnostics and Genomics operating segment. In conjunction with the combination of the reporting units, a qualitative goodwill impairment assessment was performed. The qualitative assessment identified no indicators of impairment.In our fiscal 2022 annual goodwill impairment analysis, we elected to perform a quantitative assessment for all five of our reporting units. The result of our quantitative assessment indicated that all of the reporting units had a substantial amount of headroom as of April 1, 2022. The Company did not identify any triggering events after our annual goodwill impairment through June 30, 2022, the date of our consolidated balance sheet, that would require an additional goodwill impairment assessment to be performed.46 Table of Contents Table of Contents Table of Contents second quarter of fiscal 2024, as part of restructuring actions, certain assets and liabilities associated with a disposal group in our Protein Sciences segment were classified as held-for-sale as of December 31, 2023. Given the upcoming divestiture, the Company identified a triggering event and performed impairment testing during the second half of fiscal 2024. The impairment test resulted in a total impairment charge of $22.0 million, which includes the allocated goodwill, which we have further described within Note 1. The Company did not identify any triggering events after our annual goodwill impairment analysis through June 30, 2024, the date of our consolidated balance sheet, that would require an additional goodwill impairment assessment to be performed.For fiscal 2023, we elected to perform a qualitative analysis for all five reporting units. The Company determined, after performing the qualitative analysis, there was no evidence that it was more likely than not that the fair value was less than the carrying amounts, therefore, it was not necessary to perform a quantitative impairment test in fiscal 2023. The Company did not identify any triggering events after our annual goodwill impairment analysis through June 30, 2023, the date of our consolidated balance sheet, that would require an additional goodwill impairment assessment to be performed.In the first quarter of fiscal 2022, the Company combined the management of the Exosome Diagnostics and Asuragen reporting units, both of which were included in the Diagnostics and Genomics operating segment. In conjunction with the combination of the reporting units, a qualitative goodwill impairment assessment was performed. The qualitative assessment identified no indicators of impairment.In the second quarter of fiscal 2022 Eminence notified the Company of its need for additional capital to execute its growth plan. The Company first attempted to find outside equity financing support for the Eminence investment but was unable to do so. The Company then reviewed the additional financing needs required to successfully ramp Eminence's business, which ultimately did not meet the Company's return on capital requirements. Therefore, the Company did not provide additional funding to Eminence. As a result of not obtaining additional financing, Eminence notified the Company of its plans to cease operations and liquidate its business.Given the upcoming liquidation process to dispose of the Eminence assets, the Company identified a triggering event and performed impairment testing during the second quarter of fiscal 2022. The impairment testing resulted in a full impairment of the Eminence goodwill and intangible assets, which resulted in charges of $8.3 million and $8.6 million, respectively, for the year ended June 30, 2022. The Company also recognized inventory and fixed asset impairment charges of $0.9 million and $0.9 million, respectively. The Company recorded the impairment charges within the General and Administrative line in the Consolidated Income Statement. The impairment charges recorded within Net Earnings Attributable to Bio-Techne were reduced by approximately $8 million recorded within Net Earnings Attributable to Noncontrolling Interests. The remaining net tangible assets of Eminence included in our Consolidated Balance Sheet as of June 30 2022, were $4.3 million and primarily consisted of fixed assets and related deposits of $3.1 million, inventory of $0.6 million, receivables of $0.4 million, and other current assets of $0.1 million. The Company also had $4.5 million related to current liabilities. The Company held a financial interest of approximately 57.4% in those tangible assets in the liquidation process. As described in Note 1, in the fourth quarter of fiscal 2022, Eminence was able to secure cash deposits on future orders to provide funding for their operations. This delay in liquidation allowed time for securing of additional investor financing which coincided with the sale of the Company's equity shares of Eminence in the first quarter of fiscal 2023. In the first quarter of fiscal 2022, the Company combined the management of the Exosome Diagnostics and Asuragen reporting units, both of which are included in the Diagnostics and Genomics operating segment. In conjunction with the combination of the reporting units, a qualitative goodwill impairment assessment was performed. The qualitative assessment identified no indicators of impairment.In our fiscal 2022 annual goodwill impairment analysis, we elected to perform a quantitative assessment for all five of our reporting units. The result of our quantitative assessment indicated that all of the reporting units had a substantial amount of headroom as of April 1, 2022. The Company did not identify any triggering events after our annual goodwill impairment through June 30, 2022, the date of our consolidated balance sheet, that would require an additional goodwill impairment assessment to be performed. second quarter of fiscal 2024, as part of restructuring actions, certain assets and liabilities associated with a disposal group in our Protein Sciences segment were classified as held-for-sale as of December 31, 2023. Given the upcoming divestiture, the Company identified a triggering event and performed impairment testing during the second half of fiscal 2024. The impairment test resulted in a total impairment charge of $22.0 million, which includes the allocated goodwill, which we have further described within Note 1. The Company did not identify any triggering events after our annual goodwill impairment analysis through June 30, 2024, the date of our consolidated balance sheet, that would require an additional goodwill impairment assessment to be performed. For fiscal 2023, we elected to perform a qualitative analysis for all five reporting units. The Company determined, after performing the qualitative analysis, there was no evidence that it was more likely than not that the fair value was less than the carrying amounts, therefore, it was not necessary to perform a quantitative impairment test in fiscal 2023. The Company did not identify any triggering events after our annual goodwill impairment analysis through June 30, 2023, the date of our consolidated balance sheet, that would require an additional goodwill impairment assessment to be performed. In the first quarter of fiscal 2022, the Company combined the management of the Exosome Diagnostics and Asuragen reporting units, both of which were included in the Diagnostics and Genomics operating segment. In conjunction with the combination of the reporting units, a qualitative goodwill impairment assessment was performed. The qualitative assessment identified no indicators of impairment. In the second quarter of fiscal 2022 Eminence notified the Company of its need for additional capital to execute its growth plan. The Company first attempted to find outside equity financing support for the Eminence investment but was unable to do so. The Company then reviewed the additional financing needs required to successfully ramp Eminence's business, which ultimately did not meet the Company's return on capital requirements. Therefore, the Company did not provide additional funding to Eminence. As a result of not obtaining additional financing, Eminence notified the Company of its plans to cease operations and liquidate its business. Given the upcoming liquidation process to dispose of the Eminence assets, the Company identified a triggering event and performed impairment testing during the second quarter of fiscal 2022. The impairment testing resulted in a full impairment of the Eminence goodwill and intangible assets, which resulted in charges of $8.3 million and $8.6 million, respectively, for the year ended June 30, 2022. The Company also recognized inventory and fixed asset impairment charges of $0.9 million and $0.9 million, respectively. The Company recorded the impairment charges within the General and Administrative line in the Consolidated Income Statement. The impairment charges recorded within Net Earnings Attributable to Bio-Techne were reduced by approximately $8 million recorded within Net Earnings Attributable to Noncontrolling Interests. The remaining net tangible assets of Eminence included in our Consolidated Balance Sheet as of June 30 2022, were $4.3 million and primarily consisted of fixed assets and related deposits of $3.1 million, inventory of $0.6 million, receivables of $0.4 million, and other current assets of $0.1 million. The Company also had $4.5 million related to current liabilities. The Company held a financial interest of approximately 57.4% in those tangible assets in the liquidation process. As described in Note 1, in the fourth quarter of fiscal 2022, Eminence was able to secure cash deposits on future orders to provide funding for their operations. This delay in liquidation allowed time for securing of additional investor financing which coincided with the sale of the Company's equity shares of Eminence in the first quarter of fiscal 2023. In the first quarter of fiscal 2022, the Company combined the management of the Exosome Diagnostics and Asuragen reporting units, both of which are included in the Diagnostics and Genomics operating segment. In conjunction with the combination of the reporting units, a qualitative goodwill impairment assessment was performed. The qualitative assessment identified no indicators of impairment. In our fiscal 2022 annual goodwill impairment analysis, we elected to perform a quantitative assessment for all five of our reporting units. The result of our quantitative assessment indicated that all of the reporting units had a substantial amount of headroom as of April 1, 2022. The Company did not identify any triggering events after our annual goodwill impairment through June 30, 2022, the date of our consolidated balance sheet, that would require an additional goodwill impairment assessment to be performed. 46 46 Table of ContentsNEW ACCOUNTING PRONOUNCEMENTSInformation regarding the accounting policies adopted during fiscal 2024 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 appear in Item 8 of this report.SUBSEQUENT EVENTSOn July 23, 2024, the Company invested $15 million in Spear Bio, an innovative leader in the development and manufacture of ultra-sensitive immunoassays capable of measuring protein biomarkers at attomolar level from sub-microliter sample volume. NON-GAAP FINANCIAL MEASURESThis 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). These non-GAAP measures include:●Organic growth●Adjusted gross margin●Adjusted operating margin●Adjusted net earnings●Adjusted effective tax rate​We provide these measures as additional information regarding our operating results. We use these non-GAAP measures internally to evaluate our performance and in making financial and operational decisions, including with respect to incentive compensation. We believe that our presentation of these measures provides investors with greater transparency with respect to our results of operations and that these measures are useful for period-to-period comparison of results.47 Table of Contents Table of Contents Table of Contents NEW ACCOUNTING PRONOUNCEMENTSInformation regarding the accounting policies adopted during fiscal 2024 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 appear in Item 8 of this report.SUBSEQUENT EVENTSOn July 23, 2024, the Company invested $15 million in Spear Bio, an innovative leader in the development and manufacture of ultra-sensitive immunoassays capable of measuring protein biomarkers at attomolar level from sub-microliter sample volume. NON-GAAP FINANCIAL MEASURESThis 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). These non-GAAP measures include:●Organic growth●Adjusted gross margin●Adjusted operating margin●Adjusted net earnings●Adjusted effective tax rate​We provide these measures as additional information regarding our operating results. We use these non-GAAP measures internally to evaluate our performance and in making financial and operational decisions, including with respect to incentive compensation. We believe that our presentation of these measures provides investors with greater transparency with respect to our results of operations and that these measures are useful for period-to-period comparison of results. **Current (2025):** Goodwill Goodwill was $980.9 million as of June 30, 2025, which represented 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. To analyze goodwill for impairment, we must assign our goodwill to individual reporting units. Identification of reporting units includes an analysis of the components that comprise each of our operating segments, which considers, among other things, the manner in which we operate our business and the availability of discrete financial information. Components of an operating segment are aggregated to form one reporting unit if the components have similar economic characteristics. We periodically review our reporting units to ensure that they continue to reflect the manner in which we operate our business. The Company tests goodwill for impairment by either performing a qualitative evaluation or a quantitative test. The qualitative evaluation for goodwill is an assessment of factors including reporting unit specific operating results as well as industry and market conditions, overall financial performance, and other relevant events and factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. The Company may elect to bypass the qualitative assessment for its reporting units and perform a quantitative test. The quantitative impairment test requires us to estimate the fair value of our reporting units based on the income approach. The income approach is a valuation technique under which we estimate future cash flows using the reporting unit's financial forecast from the perspective of an unrelated market participant. Using historical trending and internal forecasting techniques, we project revenue and apply our fixed and variable cost experience rate to the projected revenue to arrive at the future cash flows. A terminal value is then applied to the projected cash flow stream. Future estimated cash flows are discounted to their present value to calculate the estimated fair value. The discount rate used is the value-weighted average of our estimated cost of capital derived using both known and estimated customary market metrics. In determining the estimated fair value of a reporting unit, we are required to estimate a number of factors, including projected operating results, terminal growth rates, economic conditions, anticipated future cash flows, the discount rate and the allocation of shared or corporate items. For fiscal 2025, we elected to perform a quantitative analysis for all five reporting units. The Company determined, after performing the quantitative analysis, there was no evidence that it is more likely than not that the fair value was less than the carrying amounts. During the fourth quarter of fiscal 2025, as part of restructuring actions, certain assets and liabilities associated with a disposal group in our Diagnostics and Spatial Biology segment were classified as held-for-sale as of May 31, 2025. Given the upcoming divestiture, the Company identified a triggering event and performed impairment testing during May 2025. The impairment test resulted in a total impairment charge of $83.1 million, which includes the allocated goodwill, which we have further described within Note 14. The Company did not identify any additional triggering events 43 43 Table of Contentsafter our annual goodwill impairment analysis through June 30, 2025, the date of our Consolidated Balance Sheets, that would require an additional goodwill impairment assessment to be performed.For fiscal 2024, we elected to perform a qualitative analysis for all five reporting units. The Company determined, after performing the qualitative analysis, there was no evidence that it is more likely than not that the fair value was less than the carrying amounts, therefore, it was not necessary to perform a quantitative impairment test in fiscal 2024. During the second quarter of fiscal 2024, as part of restructuring actions, certain assets and liabilities associated with a disposal group in our Protein Sciences segment were classified as held-for-sale as of December 31, 2023. Given the upcoming divestiture, the Company identified a triggering event and performed impairment testing during the second half of fiscal 2024. The impairment test resulted in a total impairment charge of $22.0 million, which includes the allocated goodwill, which we have further described within Note 14. The Company did not identify any triggering events after our annual goodwill impairment analysis through June 30, 2024, the date of our Consolidated Balance Sheets, that would require an additional goodwill impairment assessment to be performed.For fiscal 2023, we elected to perform a qualitative analysis for all five reporting units. The Company determined, after performing the qualitative analysis, there was no evidence that it was more likely than not that the fair value was less than the carrying amounts, therefore, it was not necessary to perform a quantitative impairment test in fiscal 2023. The Company did not identify any triggering events after our annual goodwill impairment analysis through June 30, 2023, the date of our Consolidated Balance Sheets, that would require an additional goodwill impairment assessment to be performed.NEW ACCOUNTING PRONOUNCEMENTSInformation regarding the accounting policies adopted during fiscal 2025 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 appear in Item 8 of this report.SUBSEQUENT EVENTSOn August 5, 2025, the Company announced the execution of a definitive agreement to sell the Exosome Diagnostics business for $15 million including $5 million of stock of the acquiring company at closing with the remainder received over the following four years. The transaction is expected to close during the first quarter of fiscal 2026.NON-GAAP FINANCIAL MEASURESThis 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). These non-GAAP measures include:●Organic growth●Adjusted gross margin●Adjusted operating margin●Adjusted net earnings●Adjusted effective tax rate​We provide these measures as additional information regarding our operating results. We use these non-GAAP measures internally to evaluate our performance and in making financial and operational decisions, including with respect to incentive compensation. We believe that our presentation of these measures provides investors with greater transparency with respect to our results of operations and that these measures are useful for period-to-period comparison of results.44 Table of Contents Table of Contents Table of Contents after our annual goodwill impairment analysis through June 30, 2025, the date of our Consolidated Balance Sheets, that would require an additional goodwill impairment assessment to be performed.For fiscal 2024, we elected to perform a qualitative analysis for all five reporting units. The Company determined, after performing the qualitative analysis, there was no evidence that it is more likely than not that the fair value was less than the carrying amounts, therefore, it was not necessary to perform a quantitative impairment test in fiscal 2024. During the second quarter of fiscal 2024, as part of restructuring actions, certain assets and liabilities associated with a disposal group in our Protein Sciences segment were classified as held-for-sale as of December 31, 2023. Given the upcoming divestiture, the Company identified a triggering event and performed impairment testing during the second half of fiscal 2024. The impairment test resulted in a total impairment charge of $22.0 million, which includes the allocated goodwill, which we have further described within Note 14. The Company did not identify any triggering events after our annual goodwill impairment analysis through June 30, 2024, the date of our Consolidated Balance Sheets, that would require an additional goodwill impairment assessment to be performed.For fiscal 2023, we elected to perform a qualitative analysis for all five reporting units. The Company determined, after performing the qualitative analysis, there was no evidence that it was more likely than not that the fair value was less than the carrying amounts, therefore, it was not necessary to perform a quantitative impairment test in fiscal 2023. The Company did not identify any triggering events after our annual goodwill impairment analysis through June 30, 2023, the date of our Consolidated Balance Sheets, that would require an additional goodwill impairment assessment to be performed.NEW ACCOUNTING PRONOUNCEMENTSInformation regarding the accounting policies adopted during fiscal 2025 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 appear in Item 8 of this report.SUBSEQUENT EVENTSOn August 5, 2025, the Company announced the execution of a definitive agreement to sell the Exosome Diagnostics business for $15 million including $5 million of stock of the acquiring company at closing with the remainder received over the following four years. The transaction is expected to close during the first quarter of fiscal 2026.NON-GAAP FINANCIAL MEASURESThis 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). These non-GAAP measures include:●Organic growth●Adjusted gross margin●Adjusted operating margin●Adjusted net earnings●Adjusted effective tax rate​We provide these measures as additional information regarding our operating results. We use these non-GAAP measures internally to evaluate our performance and in making financial and operational decisions, including with respect to incentive compensation. We believe that our presentation of these measures provides investors with greater transparency with respect to our results of operations and that these measures are useful for period-to-period comparison of results. after our annual goodwill impairment analysis through June 30, 2025, the date of our Consolidated Balance Sheets, that would require an additional goodwill impairment assessment to be performed.For fiscal 2024, we elected to perform a qualitative analysis for all five reporting units. The Company determined, after performing the qualitative analysis, there was no evidence that it is more likely than not that the fair value was less than the carrying amounts, therefore, it was not necessary to perform a quantitative impairment test in fiscal 2024. During the second quarter of fiscal 2024, as part of restructuring actions, certain assets and liabilities associated with a disposal group in our Protein Sciences segment were classified as held-for-sale as of December 31, 2023. Given the upcoming divestiture, the Company identified a triggering event and performed impairment testing during the second half of fiscal 2024. The impairment test resulted in a total impairment charge of $22.0 million, which includes the allocated goodwill, which we have further described within Note 14. The Company did not identify any triggering events after our annual goodwill impairment analysis through June 30, 2024, the date of our Consolidated Balance Sheets, that would require an additional goodwill impairment assessment to be performed.For fiscal 2023, we elected to perform a qualitative analysis for all five reporting units. The Company determined, after performing the qualitative analysis, there was no evidence that it was more likely than not that the fair value was less than the carrying amounts, therefore, it was not necessary to perform a quantitative impairment test in fiscal 2023. The Company did not identify any triggering events after our annual goodwill impairment analysis through June 30, 2023, the date of our Consolidated Balance Sheets, that would require an additional goodwill impairment assessment to be performed.NEW ACCOUNTING PRONOUNCEMENTSInformation regarding the accounting policies adopted during fiscal 2025 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 appear in Item 8 of this report.SUBSEQUENT EVENTSOn August 5, 2025, the Company announced the execution of a definitive agreement to sell the Exosome Diagnostics business for $15 million including $5 million of stock of the acquiring company at closing with the remainder received over the following four years. The transaction is expected to close during the first quarter of fiscal 2026.NON-GAAP FINANCIAL MEASURESThis 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). These non-GAAP measures include:●Organic growth●Adjusted gross margin●Adjusted operating margin●Adjusted net earnings●Adjusted effective tax rate​We provide these measures as additional information regarding our operating results. We use these non-GAAP measures internally to evaluate our performance and in making financial and operational decisions, including with respect to incentive compensation. We believe that our presentation of these measures provides investors with greater transparency with respect to our results of operations and that these measures are useful for period-to-period comparison of results. after our annual goodwill impairment analysis through June 30, 2025, the date of our Consolidated Balance Sheets, that would require an additional goodwill impairment assessment to be performed. For fiscal 2024, we elected to perform a qualitative analysis for all five reporting units. The Company determined, after performing the qualitative analysis, there was no evidence that it is more likely than not that the fair value was less than the carrying amounts, therefore, it was not necessary to perform a quantitative impairment test in fiscal 2024. During the second quarter of fiscal 2024, as part of restructuring actions, certain assets and liabilities associated with a disposal group in our Protein Sciences segment were classified as held-for-sale as of December 31, 2023. Given the upcoming divestiture, the Company identified a triggering event and performed impairment testing during the second half of fiscal 2024. The impairment test resulted in a total impairment charge of $22.0 million, which includes the allocated goodwill, which we have further described within Note 14. The Company did not identify any triggering events after our annual goodwill impairment analysis through June 30, 2024, the date of our Consolidated Balance Sheets, that would require an additional goodwill impairment assessment to be performed. For fiscal 2023, we elected to perform a qualitative analysis for all five reporting units. The Company determined, after performing the qualitative analysis, there was no evidence that it was more likely than not that the fair value was less than the carrying amounts, therefore, it was not necessary to perform a quantitative impairment test in fiscal 2023. The Company did not identify any triggering events after our annual goodwill impairment analysis through June 30, 2023, the date of our Consolidated Balance Sheets, that would require an additional goodwill impairment assessment to be performed. --- ## Modified: Note 2. Revenue Recognition: **Key changes:** - Reworded sentence: "The Company's unfulfilled performance obligations for contracts with an original length greater than one year were not material as of June 30, 2025 and 2024." - Reworded sentence: "Contract assets are included within Other current assets in the accompanying Consolidated Balance Sheets as the amount of time expected to lapse until the Company's right to consideration becomes unconditional is less than one year." - Reworded sentence: "Contract assets as of June 30, 2025 and 2024 are not material." - Reworded sentence: "Contract liabilities as of June 30, 2025 and 2024 were approximately $35.3 million and $30.2 million, respectively." - Reworded sentence: "We elected the practical expedient that allows us to account for shipping and handling activities that occur after the customer has obtained control of a good as a fulfillment cost, and we accrue costs of shipping and handling when the related revenue is recognized." **Prior (2024):** Consumables revenues consist of specialized proteins, immunoassays, antibodies, reagents, blood chemistry and blood gas quality controls, and hematology instrument controls that are typically single-use products recognized at a point in time following the transfer of control of such products to the customer, which generally occurs upon shipment. Instruments revenues typically consist of longer lived assets that, for the substantial majority of sales, are recognized at a point in time in a manner similar to consumables. Service revenues consist of extended warranty contracts, post contract support, and custom development projects that are recognized over time as either the customers receive and consume the benefits of such services simultaneously or the underlying asset being developed has no alternative use for the Company at contract inception and the Company has an enforceable right to payment for the portion of the performance completed. Service revenues also include laboratory services recognized at point in time. We recognize royalty revenues in the period the sales occur using third party evidence. The Company elected the "right to invoice" practical expedient based on the Company's right to invoice a customer at an amount that approximates the value to the customer and the performance completed to date. The Company elected the exemption to not disclose the unfulfilled performance obligations for contracts with an original length of one year or less and the exemption to exclude future performance obligations that are accounted under the sales-based or usage-based royalty guidance. The Company's unfulfilled performance obligations for contracts with an original length greater than one year were not material as of June 30, 2024. Contracts with customers that contain instruments may include multiple performance obligations. For these contracts, the Company allocates the contract's transaction price to each performance obligation on a relative standalone selling price basis. Allocation of the transaction price is determined at the contracts' inception. Payment terms for shipments to end-users are generally net 30 days. Payment terms for distributor shipments may range from 30 to 90 days. Service arrangements commonly call for payments in advance of performing the work (e.g. extended warranty and service contracts), upon completion of the service (e.g. custom development manufacturing) or a mix of both. Contract assets include revenues recognized in advance of billings. Contract assets are included within other current assets in the accompanying balance sheet as the amount of time expected to lapse until the company's right to consideration becomes unconditional is less than one year. We elected the practical expedient allowing us to expense contract costs that would otherwise be capitalized and amortized over a period of less than one year. Contract assets as of June 30, 2024 are not material. Contract liabilities include billings in excess of revenues recognized, such as those resulting from customer advances and deposits and unearned revenue on warranty contracts. Contract liabilities as of June 30, 2024 and June 30, 2023 were approximately $30.2 million and $24.6 million, respectively. Contract liabilities as of June 30, 2023 subsequently recognized as revenue during the year ended June 30, 2024 were approximately $20.9 million. Contract liabilities as of June 30, 2022 subsequently recognized as revenue during the year ended June 30, 2023 were approximately $21.5 million. Contract liabilities in excess of one year are included in Other long-term liabilities on the consolidated balance sheet. Any claims for credit or return of goods must be made within 10 days of receipt. Revenues are reduced to reflect estimated credits and returns. Although the amounts recorded for these revenue deductions are dependent on estimates and assumptions, historically our adjustments to actual results have not been material. Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenue. Amounts billed to customers for shipping and handling are included in revenue, while the related shipping and handling costs are reflected in cost of products. We elected the practical expedient that allows us to account for shipping 63 63 Table of Contentsand handling activities that occur after the customer has obtained control of a good as a fulfillment cost, and we accrue costs of shipping and handling when the related revenue is recognized. The following tables present our disaggregated revenue for the periods presented.Revenue by type is as follows (in thousands):​​​​​​​​​​​​​​​​​​​​​​​Year ended June 30, ​​2024 2023 2022Consumables​$ 928,180​$ 917,733​$ 890,874Instruments​ 108,270​ 112,085​ 120,758Services​ 99,265​ 85,784​ 71,988Total product and services revenue, net​ 1,135,715​$ 1,115,602​ 1,083,620Royalty revenues​ 23,345​ 21,100​ 21,979Total revenues, net​$ 1,159,060​$ 1,136,702​$ 1,105,599​​Revenue by geography (in thousands):​​​​​​​​​​​​​​​​​​​​​​Year Ended June 30, ​​2024 2023 2022​​​ ​ ​ United States​$ 657,747​$ 642,465​$ 614,107EMEA, excluding United Kingdom​ 241,432​ 220,230​ 219,055United Kingdom​ 50,012​ 49,457​ 48,637APAC, excluding Greater China​ 73,904​ 73,190​ 76,139Greater China​ 99,467​ 113,868​ 112,438Rest of World​ 36,498​ 37,492​ 35,223Net sales​$ 1,159,060​$ 1,136,702​$ 1,105,599​​Note 3. Supplemental Balance Sheet and Cash Flow Information:Inventories:Inventories consist of (in thousands):​​​​​​​​​June 30, ​​2024 2023​​​​​​​Raw materials​$ 79,377​$ 84,551Finished goods(1)​ 106,072​ 92,474Inventories, net​$ 185,449​$ 177,025(1)Finished goods inventory of $5,718 and $5,387 is included within Other assets in the June 30, 2024 and June 30, 2023 Balance Sheets, respectively, as it is forecasted to be sold after the 12 months subsequent to the consolidated balance sheet date.64 Table of Contents Table of Contents Table of Contents and handling activities that occur after the customer has obtained control of a good as a fulfillment cost, and we accrue costs of shipping and handling when the related revenue is recognized. The following tables present our disaggregated revenue for the periods presented.Revenue by type is as follows (in thousands):​​​​​​​​​​​​​​​​​​​​​​​Year ended June 30, ​​2024 2023 2022Consumables​$ 928,180​$ 917,733​$ 890,874Instruments​ 108,270​ 112,085​ 120,758Services​ 99,265​ 85,784​ 71,988Total product and services revenue, net​ 1,135,715​$ 1,115,602​ 1,083,620Royalty revenues​ 23,345​ 21,100​ 21,979Total revenues, net​$ 1,159,060​$ 1,136,702​$ 1,105,599​​Revenue by geography (in thousands):​​​​​​​​​​​​​​​​​​​​​​Year Ended June 30, ​​2024 2023 2022​​​ ​ ​ United States​$ 657,747​$ 642,465​$ 614,107EMEA, excluding United Kingdom​ 241,432​ 220,230​ 219,055United Kingdom​ 50,012​ 49,457​ 48,637APAC, excluding Greater China​ 73,904​ 73,190​ 76,139Greater China​ 99,467​ 113,868​ 112,438Rest of World​ 36,498​ 37,492​ 35,223Net sales​$ 1,159,060​$ 1,136,702​$ 1,105,599​​Note 3. Supplemental Balance Sheet and Cash Flow Information:Inventories:Inventories consist of (in thousands):​​​​​​​​​June 30, ​​2024 2023​​​​​​​Raw materials​$ 79,377​$ 84,551Finished goods(1)​ 106,072​ 92,474Inventories, net​$ 185,449​$ 177,025(1)Finished goods inventory of $5,718 and $5,387 is included within Other assets in the June 30, 2024 and June 30, 2023 Balance Sheets, respectively, as it is forecasted to be sold after the 12 months subsequent to the consolidated balance sheet date. and handling activities that occur after the customer has obtained control of a good as a fulfillment cost, and we accrue costs of shipping and handling when the related revenue is recognized. The following tables present our disaggregated revenue for the periods presented. Revenue by type is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ **Current (2025):** Consumables revenues consist of specialized proteins, immunoassays, antibodies, reagents, blood chemistry and blood gas quality controls, and hematology instrument controls that are typically single-use products recognized at a point in time following the transfer of control of such products to the customer, which generally occurs upon shipment. Instruments revenues typically consist of longer lived assets that, for the substantial majority of sales, are recognized at a point in time in a manner similar to consumables. Service revenues consist of extended warranty contracts, post contract support, and custom development projects that are recognized over time as either the customers receive and consume the benefits of such services simultaneously or the underlying asset being developed has no alternative use for the Company at contract inception and the Company has an enforceable right to payment for the portion of the performance completed. Service revenues also include laboratory services recognized at point in time. We recognize royalty revenues in the period the sales occur using third party evidence. The Company elected the "right to invoice" practical expedient based on the Company's right to invoice a customer at an amount that approximates the value to the customer and the performance completed to date. The Company elected the exemption to not disclose the unfulfilled performance obligations for contracts with an original length of one year or less and the exemption to exclude future performance obligations that are accounted under the sales-based or usage-based royalty guidance. The Company's unfulfilled performance obligations for contracts with an original length greater than one year were not material as of June 30, 2025 and 2024. Contracts with customers that contain instruments may include multiple performance obligations. For these contracts, the Company allocates the contract's transaction price to each performance obligation on a relative standalone selling price basis. Allocation of the transaction price is determined at the contracts' inception. Payment terms for shipments to end-users are generally net 30 days. Payment terms for distributor shipments may range from 30 to 90 days. Service arrangements commonly call for payments in advance of performing the work (e.g. extended warranty and service contracts), upon completion of the service (e.g. custom development manufacturing) or a mix of both. Contract assets include revenues recognized in advance of billings. Contract assets are included within Other current assets in the accompanying Consolidated Balance Sheets as the amount of time expected to lapse until the Company's right to consideration becomes unconditional is less than one year. We elected the practical expedient allowing us to expense contract costs that would otherwise be capitalized and amortized over a period of less than one year. Contract assets as of June 30, 2025 and 2024 are not material. Contract liabilities include billings in excess of revenues recognized, such as those resulting from customer advances and deposits and unearned revenue on warranty contracts. Contract liabilities as of June 30, 2025 and 2024 were approximately $35.3 million and $30.2 million, respectively. Contract liabilities as of June 30, 2024 subsequently recognized as revenue in fiscal 2025 were approximately $26.2 million. Contract liabilities as of June 30, 2023 subsequently recognized as revenue in fiscal 2024 were approximately $20.9 million. Contract liabilities in excess of one year are included in Other long-term liabilities on the Consolidated Balance Sheets. 61 61 Table of ContentsAny claims for credit or return of goods must be made within 10 days of receipt. Revenues are reduced to reflect estimated credits and returns. Although the amounts recorded for these revenue deductions are dependent on estimates and assumptions, historically our adjustments to actual results have not been material.Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenue. Amounts billed to customers for shipping and handling are included in revenue, while the related shipping and handling costs are reflected in cost of products. We elected the practical expedient that allows us to account for shipping and handling activities that occur after the customer has obtained control of a good as a fulfillment cost, and we accrue costs of shipping and handling when the related revenue is recognized. The following tables present our disaggregated revenue for the periods presented.Revenue by type is as follows (in thousands):​​​​​​​​​​​​​​​​​​​​​​​Year ended June 30, ​​2025 2024 2023Consumables​$ 972,286​$ 928,180​$ 917,733Instruments​ 112,086​ 108,270​ 112,085Services​ 111,570​ 99,265​ 85,784Total product and services revenue, net​ 1,195,942​​ 1,135,715​ 1,115,602Royalty revenues​ 23,693​ 23,345​ 21,100Total revenues, net​$ 1,219,635​$ 1,159,060​$ 1,136,702​​Revenue by geography is as follows (in thousands):​​​​​​​​​​​​​​​​​​​​​​​Year Ended June 30, ​​2025 2024 2023​​​ ​ ​ United States​$ 683,230​$ 657,747​$ 642,465EMEA, excluding United Kingdom​ 266,305​ 241,432​ 220,230United Kingdom​ 54,827​ 50,012​ 49,457APAC, excluding Greater China​ 77,263​ 73,904​ 73,190Greater China​ 100,463​ 99,467​ 113,868Rest of World​ 37,547​ 36,498​ 37,492Net sales​$ 1,219,635​$ 1,159,060​$ 1,136,702​​Note 3. Supplemental Balance Sheet and Cash Flow Information:Inventories:Inventories consist of (in thousands):​​​​​​​​​June 30, ​​2025 2024​​​​​​​Raw materials​$ 89,080​$ 79,377Finished goods(1)​ 106,188​ 106,072Inventories, net​$ 195,268​$ 185,449(1)Finished goods inventory of $5,822 and $5,718 is included within Other assets in the June 30, 2025 and 2024 Consolidated Balance Sheets, respectively, as it is forecasted to be sold after the 12 months subsequent to the Consolidated Balance Sheets dates.62 Table of Contents Table of Contents Table of Contents Any claims for credit or return of goods must be made within 10 days of receipt. Revenues are reduced to reflect estimated credits and returns. Although the amounts recorded for these revenue deductions are dependent on estimates and assumptions, historically our adjustments to actual results have not been material.Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenue. Amounts billed to customers for shipping and handling are included in revenue, while the related shipping and handling costs are reflected in cost of products. We elected the practical expedient that allows us to account for shipping and handling activities that occur after the customer has obtained control of a good as a fulfillment cost, and we accrue costs of shipping and handling when the related revenue is recognized. The following tables present our disaggregated revenue for the periods presented.Revenue by type is as follows (in thousands):​​​​​​​​​​​​​​​​​​​​​​​Year ended June 30, ​​2025 2024 2023Consumables​$ 972,286​$ 928,180​$ 917,733Instruments​ 112,086​ 108,270​ 112,085Services​ 111,570​ 99,265​ 85,784Total product and services revenue, net​ 1,195,942​​ 1,135,715​ 1,115,602Royalty revenues​ 23,693​ 23,345​ 21,100Total revenues, net​$ 1,219,635​$ 1,159,060​$ 1,136,702​​Revenue by geography is as follows (in thousands):​​​​​​​​​​​​​​​​​​​​​​​Year Ended June 30, ​​2025 2024 2023​​​ ​ ​ United States​$ 683,230​$ 657,747​$ 642,465EMEA, excluding United Kingdom​ 266,305​ 241,432​ 220,230United Kingdom​ 54,827​ 50,012​ 49,457APAC, excluding Greater China​ 77,263​ 73,904​ 73,190Greater China​ 100,463​ 99,467​ 113,868Rest of World​ 37,547​ 36,498​ 37,492Net sales​$ 1,219,635​$ 1,159,060​$ 1,136,702​​Note 3. Supplemental Balance Sheet and Cash Flow Information:Inventories:Inventories consist of (in thousands):​​​​​​​​​June 30, ​​2025 2024​​​​​​​Raw materials​$ 89,080​$ 79,377Finished goods(1)​ 106,188​ 106,072Inventories, net​$ 195,268​$ 185,449(1)Finished goods inventory of $5,822 and $5,718 is included within Other assets in the June 30, 2025 and 2024 Consolidated Balance Sheets, respectively, as it is forecasted to be sold after the 12 months subsequent to the Consolidated Balance Sheets dates. Any claims for credit or return of goods must be made within 10 days of receipt. Revenues are reduced to reflect estimated credits and returns. Although the amounts recorded for these revenue deductions are dependent on estimates and assumptions, historically our adjustments to actual results have not been material.Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenue. Amounts billed to customers for shipping and handling are included in revenue, while the related shipping and handling costs are reflected in cost of products. We elected the practical expedient that allows us to account for shipping and handling activities that occur after the customer has obtained control of a good as a fulfillment cost, and we accrue costs of shipping and handling when the related revenue is recognized. The following tables present our disaggregated revenue for the periods presented.Revenue by type is as follows (in thousands):​​​​​​​​​​​​​​​​​​​​​​​Year ended June 30, ​​2025 2024 2023Consumables​$ 972,286​$ 928,180​$ 917,733Instruments​ 112,086​ 108,270​ 112,085Services​ 111,570​ 99,265​ 85,784Total product and services revenue, net​ 1,195,942​​ 1,135,715​ 1,115,602Royalty revenues​ 23,693​ 23,345​ 21,100Total revenues, net​$ 1,219,635​$ 1,159,060​$ 1,136,702​​Revenue by geography is as follows (in thousands):​​​​​​​​​​​​​​​​​​​​​​​Year Ended June 30, ​​2025 2024 2023​​​ ​ ​ United States​$ 683,230​$ 657,747​$ 642,465EMEA, excluding United Kingdom​ 266,305​ 241,432​ 220,230United Kingdom​ 54,827​ 50,012​ 49,457APAC, excluding Greater China​ 77,263​ 73,904​ 73,190Greater China​ 100,463​ 99,467​ 113,868Rest of World​ 37,547​ 36,498​ 37,492Net sales​$ 1,219,635​$ 1,159,060​$ 1,136,702​​Note 3. Supplemental Balance Sheet and Cash Flow Information:Inventories:Inventories consist of (in thousands):​​​​​​​​​June 30, ​​2025 2024​​​​​​​Raw materials​$ 89,080​$ 79,377Finished goods(1)​ 106,188​ 106,072Inventories, net​$ 195,268​$ 185,449(1)Finished goods inventory of $5,822 and $5,718 is included within Other assets in the June 30, 2025 and 2024 Consolidated Balance Sheets, respectively, as it is forecasted to be sold after the 12 months subsequent to the Consolidated Balance Sheets dates. Any claims for credit or return of goods must be made within 10 days of receipt. Revenues are reduced to reflect estimated credits and returns. Although the amounts recorded for these revenue deductions are dependent on estimates and assumptions, historically our adjustments to actual results have not been material. Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenue. Amounts billed to customers for shipping and handling are included in revenue, while the related shipping and handling costs are reflected in cost of products. We elected the practical expedient that allows us to account for shipping and handling activities that occur after the customer has obtained control of a good as a fulfillment cost, and we accrue costs of shipping and handling when the related revenue is recognized. The following tables present our disaggregated revenue for the periods presented. Revenue by type is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## Modified: Year Ended June 30, **Key changes:** - Reworded sentence: "​ 2025 2024 2023 Protein Sciences ​ $ 870,245 ​ $ 830,902 ​ $ 845,747 Diagnostics and Spatial Biology ​ 346,263 ​ 326,392 ​ 292,602 Other revenue(1) ​ ​ 4,152 ​ ​ 4,153 ​ ​ - Intersegment ​ (1,025) ​ (2,387) ​ (1,647) Consolidated net sales ​ $ 1,219,635 ​ $ 1,159,060 ​ $ 1,136,702 ​ In fiscal 2025, Protein Sciences segment net sales increased 5% compared to fiscal 2024." - Reworded sentence: "The exclusion of fiscal 2025 sales related to the held-for-sale business did not have a material impact on sales." - Reworded sentence: "Fiscal 2023 consolidated gross margin was unfavorably impacted by foreign currency exchange and strategic growth investments including the Namocell acquisition.35 Table of Contents Table of Contents Table of Contents fiscal year, and foreign currency exchange did not have a material impact on revenue growth." - Reworded sentence: "Fiscal 2023 consolidated gross margin was unfavorably impacted by foreign currency exchange and strategic growth investments including the Namocell acquisition." - Reworded sentence: "In fiscal 2024, Diagnostics and Spatial Biology segment net sales increased 12% compared to fiscal 2023." **Prior (2024):** ​ 2024 2023 2022 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 1 % 5 % 17 % Acquisitions sales growth 1 % 0 % 3 % Impact of foreign currency fluctuations 0 % (2) % (1) % Impact of business held for sale ​ 0 % - % - % Consolidated net sales growth 2 % 3 % 19 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ **Current (2025):** ​ 2025 2024 2023 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 5 % 1 % 5 % Acquisitions sales growth 0 % 1 % 0 % Impact of foreign currency fluctuations 0 % 0 % (2) % Impact of business held for sale ​ 0 % 0 % - % Consolidated net sales growth 5 % 2 % 3 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## Modified: Income (Loss) **Key changes:** - Reworded sentence: "​ Interest ​ Total Balances at June 30, 2022 156,644 ​ $ 1,566 ​ $ 652,467 ​ $ 1,122,937 ​ $ (75,200) ​ $ (759) ​ $ 1,701,011 Reclassification of cumulative translation adjustment for Eminence to non-operating income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 152 ​ ​ (33) ​ ​ 119 Elimination of noncontrolling equity interest from sale of Eminence ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 613 ​ ​ 613 Net earnings ​ ​ ​ ​ ​ ​ ​ ​ 285,263 ​ ​ ​ ​ 179 ​ 285,442 Other comprehensive income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 8,984 ​ ​ ​ 8,984 Share repurchases (222) ​ (2) ​ ​ ​ (19,560) ​ ​ ​ ​ ​ ​ (19,562) Common stock issued for exercise of options 1,083 ​ 10 ​ 24,942 ​ (22,163) ​ ​ ​ ​ ​ ​ 2,789 Common stock issued for restricted stock awards 63 ​ 1 ​ (1) ​ (6,731) ​ ​ ​ ​ ​ ​ (6,731) Cash dividends ​ ​ ​ ​ ​ ​ ​ ​ (50,285) ​ ​ ​ ​ ​ ​ (50,285) Stock-based compensation expense ​ ​ ​ ​ ​ 38,315 ​ ​ ​ ​ ​ ​ ​ ​ 38,315 Common stock issued to employee stock purchase plan 74 ​ 1 ​ 4,905 ​ ​ ​ ​ ​ ​ ​ ​ 4,906 Employee stock purchase plan expense ​ ​ ​ ​ ​ 915 ​ ​ ​ ​ ​ ​ ​ ​ 915 Balances at June 30, 2023 157,642 ​ $ 1,576 ​ $ 721,543 ​ $ 1,309,461 ​ $ (66,064) ​ $ - ​ $ 1,966,516 Net earnings ​ ​ ​ ​ ​ ​ ​ ​ ​ 168,105 ​ ​ ​ ​ ​ ​ ​ 168,105 Other comprehensive loss ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (12,252) ​ ​ ​ ​ (12,252) Share repurchases (1,397) ​ ​ (14) ​ ​ ​ ​ ​ (80,028) ​ ​ ​ ​ ​ ​ ​ (80,042) Common stock issued for exercise of options 1,811 ​ ​ 18 ​ ​ 56,409 ​ ​ (16,534) ​ ​ ​ ​ ​ ​ ​ 39,893 Common stock issued for restricted stock awards 91 ​ ​ 1 ​ ​ (1) ​ ​ (5,338) ​ ​ ​ ​ ​ ​ ​ (5,338) Cash dividends ​ ​ ​ ​ ​ ​ ​ ​ ​ (50,419) ​ ​ ​ ​ ​ ​ ​ (50,419) Stock-based compensation expense ​ ​ ​ ​ ​ ​ 37,136 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 37,136 Common stock issued to employee stock purchase plan 69 ​ ​ 1 ​ ​ 4,344 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4,345 Employee stock purchase plan expense ​ ​ ​ ​ ​ ​ 906 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 906 Balances at June 30, 2024 158,216 ​ $ 1,582 ​ $ 820,337 ​ $ 1,325,247 ​ $ (78,316) ​ $ - ​ $ 2,068,850 Net earnings ​ ​ ​ ​ ​ ​ ​ ​ ​ 73,400 ​ ​ ​ ​ ​ ​ ​ ​ 73,400 Other comprehensive income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 18,436 ​ ​ ​ ​ ​ 18,436 Share repurchases (4,550) ​ ​ (45) ​ ​ (1,807) ​ ​ (275,686) ​ ​ ​ ​ ​ ​ ​ ​ (277,538) Common stock issued for exercise of options 1,138 ​ ​ 11 ​ ​ 47,258 ​ ​ (2,358) ​ ​ ​ ​ ​ ​ ​ ​ 44,911 Common stock issued for restricted stock awards 90 ​ ​ 1 ​ ​ (1) ​ ​ (4,163) ​ ​ ​ ​ ​ ​ ​ ​ (4,163) Cash dividends ​ ​ ​ ​ ​ ​ ​ ​ ​ (50,391) ​ ​ ​ ​ ​ ​ ​ ​ (50,391) Stock-based compensation expense ​ ​ ​ ​ ​ ​ 40,008 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 40,008 Common stock issued to employee stock purchase plan 78 ​ ​ 1 ​ ​ 4,469 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4,470 Employee stock purchase plan expense ​ ​ ​ ​ ​ ​ 825 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 825 Balances at June 30, 2025 154,972 ​ $ 1,550 ​ $ 911,089 ​ $ 1,066,049 ​ $ (59,880) ​ $ - ​ $ 1,918,808 ​ See Notes to Consolidated Financial Statements." **Prior (2024):** ​ Interest ​ Total Balances at June 30, 2021 155,822 ​ $ 1,558 ​ $ 533,239 ​ $ 1,085,465 ​ $ (57,291) ​ $ 8,263 ​ $ 1,571,234 Net earnings ​ ​ ​ ​ ​ ​ ​ ​ 272,051 ​ ​ ​ ​ (8,952) ​ 263,099 Other comprehensive income (loss) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (17,909) ​ (70) ​ (17,979) Share repurchases (1,577) ​ (16) ​ ​ ​ (160,934) ​ ​ ​ ​ ​ ​ (160,950) Common stock issued for exercise of options 2,282 ​ 23 ​ 74,354 ​ (13,482) ​ ​ ​ ​ ​ ​ 60,895 Common stock issued for restricted stock awards 89 ​ 1 ​ (1) ​ (9,978) ​ ​ ​ ​ ​ ​ (9,978) Cash dividends ​ ​ ​ ​ ​ ​ ​ ​ (50,185) ​ ​ ​ ​ ​ ​ (50,185) Stock-based compensation expense ​ ​ ​ ​ ​ 41,208 ​ ​ ​ ​ ​ ​ ​ ​ 41,208 Common stock issued to employee stock purchase plan 28 ​ 0 ​ 2,694 ​ ​ ​ ​ ​ ​ ​ ​ 2,694 Employee stock purchase plan expense ​ ​ ​ ​ ​ 973 ​ ​ ​ ​ ​ ​ ​ ​ 973 Balances at June 30, 2022 156,644 ​ $ 1,566 ​ $ 652,467 ​ $ 1,122,937 ​ $ (75,200) ​ $ (759) ​ $ 1,701,011 Reclassification of cumulative translation adjustment for Eminence to non-operating income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 152 ​ ​ (33) ​ 119 Elimination of noncontrolling equity interest from sale of Eminence ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 613 ​ 613 Net earnings ​ ​ ​ ​ ​ ​ ​ ​ ​ 285,263 ​ ​ ​ ​ ​ 179 ​ 285,442 Other comprehensive income (loss) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 8,984 ​ ​ ​ ​ 8,984 Share repurchases (222) ​ ​ (2) ​ ​ ​ ​ ​ (19,560) ​ ​ ​ ​ ​ ​ ​ (19,562) Common stock issued for exercise of options 1,083 ​ ​ 10 ​ ​ 24,942 ​ ​ (22,163) ​ ​ ​ ​ ​ ​ ​ 2,789 Common stock issued for restricted stock awards 63 ​ ​ 1 ​ ​ (1) ​ ​ (6,731) ​ ​ ​ ​ ​ ​ ​ (6,731) Cash dividends ​ ​ ​ ​ ​ ​ ​ ​ ​ (50,285) ​ ​ ​ ​ ​ ​ ​ (50,285) Stock-based compensation expense ​ ​ ​ ​ ​ ​ 38,315 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 38,315 Common stock issued to employee stock purchase plan 74 ​ ​ 1 ​ ​ 4,905 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4,906 Employee stock purchase plan expense ​ ​ ​ ​ ​ ​ 915 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 915 Balances at June 30, 2023 157,642 ​ $ 1,576 ​ $ 721,543 ​ $ 1,309,461 ​ $ (66,064) ​ $ - ​ $ 1,966,516 Net earnings ​ ​ ​ ​ ​ ​ ​ ​ ​ 168,105 ​ ​ ​ ​ ​ ​ ​ ​ 168,105 Other comprehensive income (loss) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (12,252) ​ ​ ​ ​ ​ (12,252) Share repurchases (1,397) ​ ​ (14) ​ ​ ​ ​ ​ (80,028) ​ ​ ​ ​ ​ ​ ​ ​ (80,042) Common stock issued for exercise of options 1,811 ​ ​ 18 ​ ​ 56,409 ​ ​ (16,534) ​ ​ ​ ​ ​ ​ ​ ​ 39,893 Common stock issued for restricted stock awards 91 ​ ​ 1 ​ ​ (1) ​ ​ (5,338) ​ ​ ​ ​ ​ ​ ​ ​ (5,338) Cash dividends ​ ​ ​ ​ ​ ​ ​ ​ ​ (50,419) ​ ​ ​ ​ ​ ​ ​ ​ (50,419) Stock-based compensation expense ​ ​ ​ ​ ​ ​ 37,136 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 37,136 Common stock issued to employee stock purchase plan 69 ​ ​ 1 ​ ​ 4,344 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4,345 Employee stock purchase plan expense ​ ​ ​ ​ ​ ​ 906 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 906 Balances at June 30, 2024 158,216 ​ $ 1,582 ​ $ 820,337 ​ $ 1,325,247 ​ $ (78,316) ​ $ - ​ $ 2,068,850 ​ See Notes to Consolidated Financial Statements. ​ 52 52 Table of ContentsCONSOLIDATED STATEMENTS OF CASH FLOWSBio-Techne Corporation and Subsidiaries(in thousands)​​​​​​​​​​​​​​​​​​Year Ended June 30, ​​202420232022CASH FLOWS FROM OPERATING ACTIVITIES:​​ ​ ​ Net earnings, including noncontrolling interest​$ 168,105$ 285,442$ 263,099Adjustments to reconcile net earnings to net cash provided by operating activities:​ ​ Depreciation and amortization​ 111,711 107,238 101,069Costs recognized on sale of acquired inventory​ 729 400 1,596Deferred income taxes​ (39,447) (29,567) 6,816Stock-based compensation expense​ 38,042 39,230 42,183Fair value adjustment to contingent consideration payable​ (3,500) (12,100) (20,400)Contingent consideration payments - operating​​ - ​ - ​ (3,300)Gain on sale of CCXI investment​ - (37,176) - Fair value adjustment on available-for-sale investments​ (283) (472) (15,002)Loss on equity method investment​​ 6,841​ 1,143​ - Asset impairment restructuring​​ 2,634​ - ​ 546Eminence impairment​​ - ​ - ​ 18,715Gain on sale of Eminence​​ - ​ (11,682)​ - Leases, net​ 1,708 2,059 (1,201)Impairment of assets held-for-sale​​ 21,963​ - ​ - Other operating activity​ 584 455 668Change in operating assets and operating liabilities, net of acquisition:​ ​ ​Trade accounts and other receivables, net​ (20,533) (20,867) (57,596)Inventories​ (14,215) (30,167) (32,007)Prepaid expenses​ (3,146) (4,585) (3,082)Trade accounts payable, accrued expenses, contract liabilities, and other​ 25,769 (7,908) 12,741Salaries, wages and related accruals​ 12,618 (24,558) 7,760Income taxes payable​ (10,599) (2,492) 2,667Net cash provided by (used in) operating activities​ 298,981 254,393 325,272​​​​​​​​CASH FLOWS FROM INVESTING ACTIVITIES:​ ​ Proceeds from sale of available-for-sale investments​ 28,083 35,236 26,055Purchases of available-for-sale investments​ (5,526) (20,500) (52,998)Proceeds from sale of CCXI investment​​ - ​ 73,219​ - Additions to property and equipment​ (62,877) (38,244) (44,908)Acquisitions, net of cash acquired​ (169,707) (101,184) - Distributions from (Investments in) Wilson Wolf​​ 6,997​ (232,000) - Proceeds from sale of Eminence​ - 17,824​ - Investment of forward purchase contract​​ - ​ - ​ (25,000)Net cash provided by (used in) investing activities​ (203,030) (265,649) (96,851)​​​​​​​​CASH FLOWS FROM FINANCING ACTIVITIES:​ Cash dividends​ (50,419) (50,285) (50,185)Proceeds from stock option exercises​ 60,935 29,813 77,155Re-purchases of common stock​ (80,042) (19,562) (160,950)Borrowings under line-of-credit agreement​ 225,000 619,661 90,000Repayments of long-term debt​ (256,000) (525,661) (175,500)Contingent consideration payments - financing​​ - ​ - ​ (700)Taxes paid on RSUs and net share settlements​​ (21,872)​ (28,893)​ (23,461)Other financing activity​ - (2,457) 788Net cash provided by (used in) financing activities​ (122,398) 22,616 (242,853)​​​​​​​​Effect of exchange rate changes on cash and cash equivalents​ (2,333) (3,356) (12,092)Net change in cash and cash equivalents​ (28,780) 8,004 (26,524)Cash and cash equivalents at beginning of period​ 180,571 172,567 199,091Cash and cash equivalents at end of period​$ 151,791$ 180,571$ 172,567​See Notes to Consolidated Financial Statements.53 Table of Contents Table of Contents Table of Contents CONSOLIDATED STATEMENTS OF CASH FLOWSBio-Techne Corporation and Subsidiaries(in thousands)​​​​​​​​​​​​​​​​​​Year Ended June 30, ​​202420232022CASH FLOWS FROM OPERATING ACTIVITIES:​​ ​ ​ Net earnings, including noncontrolling interest​$ 168,105$ 285,442$ 263,099Adjustments to reconcile net earnings to net cash provided by operating activities:​ ​ Depreciation and amortization​ 111,711 107,238 101,069Costs recognized on sale of acquired inventory​ 729 400 1,596Deferred income taxes​ (39,447) (29,567) 6,816Stock-based compensation expense​ 38,042 39,230 42,183Fair value adjustment to contingent consideration payable​ (3,500) (12,100) (20,400)Contingent consideration payments - operating​​ - ​ - ​ (3,300)Gain on sale of CCXI investment​ - (37,176) - Fair value adjustment on available-for-sale investments​ (283) (472) (15,002)Loss on equity method investment​​ 6,841​ 1,143​ - Asset impairment restructuring​​ 2,634​ - ​ 546Eminence impairment​​ - ​ - ​ 18,715Gain on sale of Eminence​​ - ​ (11,682)​ - Leases, net​ 1,708 2,059 (1,201)Impairment of assets held-for-sale​​ 21,963​ - ​ - Other operating activity​ 584 455 668Change in operating assets and operating liabilities, net of acquisition:​ ​ ​Trade accounts and other receivables, net​ (20,533) (20,867) (57,596)Inventories​ (14,215) (30,167) (32,007)Prepaid expenses​ (3,146) (4,585) (3,082)Trade accounts payable, accrued expenses, contract liabilities, and other​ 25,769 (7,908) 12,741Salaries, wages and related accruals​ 12,618 (24,558) 7,760Income taxes payable​ (10,599) (2,492) 2,667Net cash provided by (used in) operating activities​ 298,981 254,393 325,272​​​​​​​​CASH FLOWS FROM INVESTING ACTIVITIES:​ ​ Proceeds from sale of available-for-sale investments​ 28,083 35,236 26,055Purchases of available-for-sale investments​ (5,526) (20,500) (52,998)Proceeds from sale of CCXI investment​​ - ​ 73,219​ - Additions to property and equipment​ (62,877) (38,244) (44,908)Acquisitions, net of cash acquired​ (169,707) (101,184) - Distributions from (Investments in) Wilson Wolf​​ 6,997​ (232,000) - Proceeds from sale of Eminence​ - 17,824​ - Investment of forward purchase contract​​ - ​ - ​ (25,000)Net cash provided by (used in) investing activities​ (203,030) (265,649) (96,851)​​​​​​​​CASH FLOWS FROM FINANCING ACTIVITIES:​ Cash dividends​ (50,419) (50,285) (50,185)Proceeds from stock option exercises​ 60,935 29,813 77,155Re-purchases of common stock​ (80,042) (19,562) (160,950)Borrowings under line-of-credit agreement​ 225,000 619,661 90,000Repayments of long-term debt​ (256,000) (525,661) (175,500)Contingent consideration payments - financing​​ - ​ - ​ (700)Taxes paid on RSUs and net share settlements​​ (21,872)​ (28,893)​ (23,461)Other financing activity​ - (2,457) 788Net cash provided by (used in) financing activities​ (122,398) 22,616 (242,853)​​​​​​​​Effect of exchange rate changes on cash and cash equivalents​ (2,333) (3,356) (12,092)Net change in cash and cash equivalents​ (28,780) 8,004 (26,524)Cash and cash equivalents at beginning of period​ 180,571 172,567 199,091Cash and cash equivalents at end of period​$ 151,791$ 180,571$ 172,567​See Notes to Consolidated Financial Statements. **Current (2025):** ​ Interest ​ Total Balances at June 30, 2022 156,644 ​ $ 1,566 ​ $ 652,467 ​ $ 1,122,937 ​ $ (75,200) ​ $ (759) ​ $ 1,701,011 Reclassification of cumulative translation adjustment for Eminence to non-operating income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 152 ​ ​ (33) ​ ​ 119 Elimination of noncontrolling equity interest from sale of Eminence ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 613 ​ ​ 613 Net earnings ​ ​ ​ ​ ​ ​ ​ ​ 285,263 ​ ​ ​ ​ 179 ​ 285,442 Other comprehensive income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 8,984 ​ ​ ​ 8,984 Share repurchases (222) ​ (2) ​ ​ ​ (19,560) ​ ​ ​ ​ ​ ​ (19,562) Common stock issued for exercise of options 1,083 ​ 10 ​ 24,942 ​ (22,163) ​ ​ ​ ​ ​ ​ 2,789 Common stock issued for restricted stock awards 63 ​ 1 ​ (1) ​ (6,731) ​ ​ ​ ​ ​ ​ (6,731) Cash dividends ​ ​ ​ ​ ​ ​ ​ ​ (50,285) ​ ​ ​ ​ ​ ​ (50,285) Stock-based compensation expense ​ ​ ​ ​ ​ 38,315 ​ ​ ​ ​ ​ ​ ​ ​ 38,315 Common stock issued to employee stock purchase plan 74 ​ 1 ​ 4,905 ​ ​ ​ ​ ​ ​ ​ ​ 4,906 Employee stock purchase plan expense ​ ​ ​ ​ ​ 915 ​ ​ ​ ​ ​ ​ ​ ​ 915 Balances at June 30, 2023 157,642 ​ $ 1,576 ​ $ 721,543 ​ $ 1,309,461 ​ $ (66,064) ​ $ - ​ $ 1,966,516 Net earnings ​ ​ ​ ​ ​ ​ ​ ​ ​ 168,105 ​ ​ ​ ​ ​ ​ ​ 168,105 Other comprehensive loss ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (12,252) ​ ​ ​ ​ (12,252) Share repurchases (1,397) ​ ​ (14) ​ ​ ​ ​ ​ (80,028) ​ ​ ​ ​ ​ ​ ​ (80,042) Common stock issued for exercise of options 1,811 ​ ​ 18 ​ ​ 56,409 ​ ​ (16,534) ​ ​ ​ ​ ​ ​ ​ 39,893 Common stock issued for restricted stock awards 91 ​ ​ 1 ​ ​ (1) ​ ​ (5,338) ​ ​ ​ ​ ​ ​ ​ (5,338) Cash dividends ​ ​ ​ ​ ​ ​ ​ ​ ​ (50,419) ​ ​ ​ ​ ​ ​ ​ (50,419) Stock-based compensation expense ​ ​ ​ ​ ​ ​ 37,136 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 37,136 Common stock issued to employee stock purchase plan 69 ​ ​ 1 ​ ​ 4,344 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4,345 Employee stock purchase plan expense ​ ​ ​ ​ ​ ​ 906 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 906 Balances at June 30, 2024 158,216 ​ $ 1,582 ​ $ 820,337 ​ $ 1,325,247 ​ $ (78,316) ​ $ - ​ $ 2,068,850 Net earnings ​ ​ ​ ​ ​ ​ ​ ​ ​ 73,400 ​ ​ ​ ​ ​ ​ ​ ​ 73,400 Other comprehensive income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 18,436 ​ ​ ​ ​ ​ 18,436 Share repurchases (4,550) ​ ​ (45) ​ ​ (1,807) ​ ​ (275,686) ​ ​ ​ ​ ​ ​ ​ ​ (277,538) Common stock issued for exercise of options 1,138 ​ ​ 11 ​ ​ 47,258 ​ ​ (2,358) ​ ​ ​ ​ ​ ​ ​ ​ 44,911 Common stock issued for restricted stock awards 90 ​ ​ 1 ​ ​ (1) ​ ​ (4,163) ​ ​ ​ ​ ​ ​ ​ ​ (4,163) Cash dividends ​ ​ ​ ​ ​ ​ ​ ​ ​ (50,391) ​ ​ ​ ​ ​ ​ ​ ​ (50,391) Stock-based compensation expense ​ ​ ​ ​ ​ ​ 40,008 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 40,008 Common stock issued to employee stock purchase plan 78 ​ ​ 1 ​ ​ 4,469 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4,470 Employee stock purchase plan expense ​ ​ ​ ​ ​ ​ 825 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 825 Balances at June 30, 2025 154,972 ​ $ 1,550 ​ $ 911,089 ​ $ 1,066,049 ​ $ (59,880) ​ $ - ​ $ 1,918,808 ​ See Notes to Consolidated Financial Statements. ​ 53 53 Table of ContentsCONSOLIDATED STATEMENTS OF CASH FLOWSBio-Techne Corporation and Subsidiaries(in thousands)​​​​​​​​​​​​​​​​​​Year Ended June 30, ​​202520242023CASH FLOWS FROM OPERATING ACTIVITIES:​​ ​ ​ Net earnings​$ 73,400$ 168,105$ 285,442Adjustments to reconcile net earnings to net cash provided by operating activities:​ ​ Depreciation and amortization​ 109,903 111,711 107,238Costs recognized on sale of acquired inventory​ 751 729 400Deferred income taxes​ (51,107) (39,447) (29,567)Stock-based compensation expense​ 40,833 38,042 39,230Fair value adjustment to contingent consideration payable​ - (3,500) (12,100)Gain on sale of CCXI investment​ - - (37,176)(Gain) Loss on equity method investment​​ (938)​ 6,841​ 1,143Asset impairment restructuring​​ 21,312​ 2,634​ - Gain on sale of Eminence​​ - ​ - ​ (11,682)Leases, net​ 685 1,708 2,059Impairment of assets held-for-sale​​ 80,503​ 21,963​ - Other operating activity​ 675 301 (17)Change in operating assets and operating liabilities, net of acquisition:​ ​ ​Trade accounts and other receivables, net​ 34,132 (20,533) (20,867)Inventories​ (18,144) (14,215) (30,167)Prepaid expenses​ (14,372) (3,146) (4,585)Trade accounts payable, accrued expenses, contract liabilities, and other​ (13,954) 25,769 (7,908)Salaries, wages and related accruals​ 15,408 12,618 (24,558)Income taxes receivable​ 8,469 (10,599) (2,492)Net cash provided by (used in) operating activities​ 287,556 298,981 254,393​​​​​​​​CASH FLOWS FROM INVESTING ACTIVITIES:​ ​ Proceeds from sale of available-for-sale investments​ 1,085 28,083 35,236Purchases of available-for-sale investments​ - (5,526) (20,500)Proceeds from sale of CCXI investment​​ - ​ - ​ 73,219Additions to property and equipment​ (31,006) (62,877) (38,244)Acquisitions, net of cash acquired​ - (169,707) (101,184)Distributions from (Investments in) Wilson Wolf​​ 7,291​ 6,997 (232,000)Proceeds from sale of Eminence​​ - ​ - ​ 17,824Investment in Spear Bio​​ (15,000)​ - ​ - Proceeds from sale of assets held-for-sale​​ 2,447​ - ​ - Net cash provided by (used in) investing activities​ (35,183) (203,030) (265,649)​​​​​​​​CASH FLOWS FROM FINANCING ACTIVITIES:​ Cash dividends​ (50,391) (50,419) (50,285)Proceeds from stock option exercises​ 51,739 60,935 29,813Re-purchases of common stock​ (275,731) (80,042) (19,562)Borrowings under line-of-credit agreement​ 104,000 225,000 619,661Repayments of long-term debt​ (77,000) (256,000) (525,661)Taxes paid on RSUs and net share settlements​​ (6,522)​ (21,872)​ (28,893)Other financing activity​​ - ​ - ​ (2,457)Net cash provided by (used in) financing activities​ (253,905) (122,398) 22,616​​​​​​​​Effect of exchange rate changes on cash and cash equivalents​ 11,927 (2,333) (3,356)Net change in cash and cash equivalents​ 10,395 (28,780) 8,004Cash and cash equivalents at beginning of period​ 151,791 180,571 172,567Cash and cash equivalents at end of period​$ 162,186$ 151,791$ 180,571​See Notes to Consolidated Financial Statements.54 Table of Contents Table of Contents Table of Contents CONSOLIDATED STATEMENTS OF CASH FLOWSBio-Techne Corporation and Subsidiaries(in thousands)​​​​​​​​​​​​​​​​​​Year Ended June 30, ​​202520242023CASH FLOWS FROM OPERATING ACTIVITIES:​​ ​ ​ Net earnings​$ 73,400$ 168,105$ 285,442Adjustments to reconcile net earnings to net cash provided by operating activities:​ ​ Depreciation and amortization​ 109,903 111,711 107,238Costs recognized on sale of acquired inventory​ 751 729 400Deferred income taxes​ (51,107) (39,447) (29,567)Stock-based compensation expense​ 40,833 38,042 39,230Fair value adjustment to contingent consideration payable​ - (3,500) (12,100)Gain on sale of CCXI investment​ - - (37,176)(Gain) Loss on equity method investment​​ (938)​ 6,841​ 1,143Asset impairment restructuring​​ 21,312​ 2,634​ - Gain on sale of Eminence​​ - ​ - ​ (11,682)Leases, net​ 685 1,708 2,059Impairment of assets held-for-sale​​ 80,503​ 21,963​ - Other operating activity​ 675 301 (17)Change in operating assets and operating liabilities, net of acquisition:​ ​ ​Trade accounts and other receivables, net​ 34,132 (20,533) (20,867)Inventories​ (18,144) (14,215) (30,167)Prepaid expenses​ (14,372) (3,146) (4,585)Trade accounts payable, accrued expenses, contract liabilities, and other​ (13,954) 25,769 (7,908)Salaries, wages and related accruals​ 15,408 12,618 (24,558)Income taxes receivable​ 8,469 (10,599) (2,492)Net cash provided by (used in) operating activities​ 287,556 298,981 254,393​​​​​​​​CASH FLOWS FROM INVESTING ACTIVITIES:​ ​ Proceeds from sale of available-for-sale investments​ 1,085 28,083 35,236Purchases of available-for-sale investments​ - (5,526) (20,500)Proceeds from sale of CCXI investment​​ - ​ - ​ 73,219Additions to property and equipment​ (31,006) (62,877) (38,244)Acquisitions, net of cash acquired​ - (169,707) (101,184)Distributions from (Investments in) Wilson Wolf​​ 7,291​ 6,997 (232,000)Proceeds from sale of Eminence​​ - ​ - ​ 17,824Investment in Spear Bio​​ (15,000)​ - ​ - Proceeds from sale of assets held-for-sale​​ 2,447​ - ​ - Net cash provided by (used in) investing activities​ (35,183) (203,030) (265,649)​​​​​​​​CASH FLOWS FROM FINANCING ACTIVITIES:​ Cash dividends​ (50,391) (50,419) (50,285)Proceeds from stock option exercises​ 51,739 60,935 29,813Re-purchases of common stock​ (275,731) (80,042) (19,562)Borrowings under line-of-credit agreement​ 104,000 225,000 619,661Repayments of long-term debt​ (77,000) (256,000) (525,661)Taxes paid on RSUs and net share settlements​​ (6,522)​ (21,872)​ (28,893)Other financing activity​​ - ​ - ​ (2,457)Net cash provided by (used in) financing activities​ (253,905) (122,398) 22,616​​​​​​​​Effect of exchange rate changes on cash and cash equivalents​ 11,927 (2,333) (3,356)Net change in cash and cash equivalents​ 10,395 (28,780) 8,004Cash and cash equivalents at beginning of period​ 151,791 180,571 172,567Cash and cash equivalents at end of period​$ 162,186$ 151,791$ 180,571​See Notes to Consolidated Financial Statements. CONSOLIDATED STATEMENTS OF CASH FLOWSBio-Techne Corporation and Subsidiaries(in thousands)​​​​​​​​​​​​​​​​​​Year Ended June 30, ​​202520242023CASH FLOWS FROM OPERATING ACTIVITIES:​​ ​ ​ Net earnings​$ 73,400$ 168,105$ 285,442Adjustments to reconcile net earnings to net cash provided by operating activities:​ ​ Depreciation and amortization​ 109,903 111,711 107,238Costs recognized on sale of acquired inventory​ 751 729 400Deferred income taxes​ (51,107) (39,447) (29,567)Stock-based compensation expense​ 40,833 38,042 39,230Fair value adjustment to contingent consideration payable​ - (3,500) (12,100)Gain on sale of CCXI investment​ - - (37,176)(Gain) Loss on equity method investment​​ (938)​ 6,841​ 1,143Asset impairment restructuring​​ 21,312​ 2,634​ - Gain on sale of Eminence​​ - ​ - ​ (11,682)Leases, net​ 685 1,708 2,059Impairment of assets held-for-sale​​ 80,503​ 21,963​ - Other operating activity​ 675 301 (17)Change in operating assets and operating liabilities, net of acquisition:​ ​ ​Trade accounts and other receivables, net​ 34,132 (20,533) (20,867)Inventories​ (18,144) (14,215) (30,167)Prepaid expenses​ (14,372) (3,146) (4,585)Trade accounts payable, accrued expenses, contract liabilities, and other​ (13,954) 25,769 (7,908)Salaries, wages and related accruals​ 15,408 12,618 (24,558)Income taxes receivable​ 8,469 (10,599) (2,492)Net cash provided by (used in) operating activities​ 287,556 298,981 254,393​​​​​​​​CASH FLOWS FROM INVESTING ACTIVITIES:​ ​ Proceeds from sale of available-for-sale investments​ 1,085 28,083 35,236Purchases of available-for-sale investments​ - (5,526) (20,500)Proceeds from sale of CCXI investment​​ - ​ - ​ 73,219Additions to property and equipment​ (31,006) (62,877) (38,244)Acquisitions, net of cash acquired​ - (169,707) (101,184)Distributions from (Investments in) Wilson Wolf​​ 7,291​ 6,997 (232,000)Proceeds from sale of Eminence​​ - ​ - ​ 17,824Investment in Spear Bio​​ (15,000)​ - ​ - Proceeds from sale of assets held-for-sale​​ 2,447​ - ​ - Net cash provided by (used in) investing activities​ (35,183) (203,030) (265,649)​​​​​​​​CASH FLOWS FROM FINANCING ACTIVITIES:​ Cash dividends​ (50,391) (50,419) (50,285)Proceeds from stock option exercises​ 51,739 60,935 29,813Re-purchases of common stock​ (275,731) (80,042) (19,562)Borrowings under line-of-credit agreement​ 104,000 225,000 619,661Repayments of long-term debt​ (77,000) (256,000) (525,661)Taxes paid on RSUs and net share settlements​​ (6,522)​ (21,872)​ (28,893)Other financing activity​​ - ​ - ​ (2,457)Net cash provided by (used in) financing activities​ (253,905) (122,398) 22,616​​​​​​​​Effect of exchange rate changes on cash and cash equivalents​ 11,927 (2,333) (3,356)Net change in cash and cash equivalents​ 10,395 (28,780) 8,004Cash and cash equivalents at beginning of period​ 151,791 180,571 172,567Cash and cash equivalents at end of period​$ 162,186$ 151,791$ 180,571​See Notes to Consolidated Financial Statements. --- ## Modified: Year Ended June 30, **Key changes:** - Added sentence: "​ ​ 2025 2024 2023 ​ ​ ​ ​ ​ ​ ​ ​ Protein Sciences 75.6 % 75.7 % 75.3 % Diagnostics and Spatial Biology 57.3 % 58.7 % 61.2 % ​ The decrease in the Protein Sciences segment's gross margin percentage for fiscal 2025 as compared to fiscal 2024 was primarily attributable to the mix of product sales within the segment." - Added sentence: "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." - Added sentence: "The decrease 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." - Added sentence: "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." - Added sentence: "36 36 Table of ContentsSelling, General and Administrative ExpensesSelling, general and administrative expenses increased $122.1 million (26%) in fiscal 2025 when compared to fiscal 2024." **Prior (2024):** Selling, general and administrative expenses increased $88.0 million (23%) in fiscal 2024 when compared to fiscal 2023. Selling, general, and administrative expenses increased primarily due to the Lunaphore acquisition, impairment of assets held-for-sale, certain litigation charges, restructuring and restructuring-related charges, and CEO transition charges. Selling, general and administrative expenses increased $5.6 million (2%) in fiscal 2023 when compared to fiscal 2022. Selling, general, and administrative expenses increased primarily due to strategic investments made in the business to support future growth including the Namocell acquisition. 38 38 Table of ContentsConsolidated selling, general and administrative expenses were composed of the following (in thousands):​​​​​​​​​​​ Year Ended June 30, ​​2024​2023​2022​​​​​​​​​​Protein Sciences​$ 217,595​$ 203,834​$ 195,328Diagnostics and Genomics​ 127,131​ 101,805​ 93,578Total segment expenses​ 344,726​ 305,639​ 288,906Amortization of intangibles​ 31,710​ 32,076​ 32,492Acquisition related expenses​ 6,980​ (9,965)​ (19,082)Eminence impairment(1)​​ - ​​ - ​​ 18,715Legal fees​​ 3,506​​ - ​​ - Restructuring and restructuring-related costs​ 8,896​ 3,829​ 1,640Stock-based compensation​ 39,452​ 40,269​ 45,085Impairment of assets held-for-sale​​ 21,963​​ - ​​ - Corporate selling, general and administrative expenses​ 9,142​ 6,530​ 5,010Total selling, general and administrative expenses​$ 466,375​$ 378,378​$ 372,766​(1)Refer to the Goodwill Impairment section within the Critical Accounting Policies for further details on the Eminence impairment. ​Research and Development ExpensesResearch and development expenses increased $4.2 million (5%) and $5.4 million (6%) in fiscal 2024 and 2023, respectively, as compared to prior year periods. The increase in research and development expenses in fiscal 2024 and fiscal 2023 compared to the prior periods was primarily attributable to strategic growth investments including the acquisitions of Lunaphore and Namocell in fiscal 2024 and fiscal 2023, respectively. Consolidated research and development expenses were composed of the following (in thousands):​​​​​​​​​​​ Year Ended June 30, ​​2024​2023​2022​​​​​​​​​​Protein Sciences​$ 56,911​$ 58,251​$ 56,370Diagnostics and Genomics​ 39,753​ 34,242​ 30,770Total research and development expenses​$ 96,664​$ 92,493​$ 87,140​Net Interest Income / (Expense)Net interest income/(expense) for fiscal 2024, 2023, and 2022 was ($12.4) million, $(7.8) million, and $(10.5) million, respectively. During fiscal 2024, average monthly outstanding debt was higher than fiscal 2023 leading to increased interest expense compared to fiscal 2023. Net interest expense in fiscal 2023 decreased when compared to fiscal 2022 due to a favorable rate on a forward starting interest rate swap as disclosed in Note 5 that went into effect in fiscal year 2023. 39 Table of Contents Table of Contents Table of Contents Consolidated selling, general and administrative expenses were composed of the following (in thousands):​​​​​​​​​​​ Year Ended June 30, ​​2024​2023​2022​​​​​​​​​​Protein Sciences​$ 217,595​$ 203,834​$ 195,328Diagnostics and Genomics​ 127,131​ 101,805​ 93,578Total segment expenses​ 344,726​ 305,639​ 288,906Amortization of intangibles​ 31,710​ 32,076​ 32,492Acquisition related expenses​ 6,980​ (9,965)​ (19,082)Eminence impairment(1)​​ - ​​ - ​​ 18,715Legal fees​​ 3,506​​ - ​​ - Restructuring and restructuring-related costs​ 8,896​ 3,829​ 1,640Stock-based compensation​ 39,452​ 40,269​ 45,085Impairment of assets held-for-sale​​ 21,963​​ - ​​ - Corporate selling, general and administrative expenses​ 9,142​ 6,530​ 5,010Total selling, general and administrative expenses​$ 466,375​$ 378,378​$ 372,766​(1)Refer to the Goodwill Impairment section within the Critical Accounting Policies for further details on the Eminence impairment. ​Research and Development ExpensesResearch and development expenses increased $4.2 million (5%) and $5.4 million (6%) in fiscal 2024 and 2023, respectively, as compared to prior year periods. The increase in research and development expenses in fiscal 2024 and fiscal 2023 compared to the prior periods was primarily attributable to strategic growth investments including the acquisitions of Lunaphore and Namocell in fiscal 2024 and fiscal 2023, respectively. Consolidated research and development expenses were composed of the following (in thousands):​​​​​​​​​​​ Year Ended June 30, ​​2024​2023​2022​​​​​​​​​​Protein Sciences​$ 56,911​$ 58,251​$ 56,370Diagnostics and Genomics​ 39,753​ 34,242​ 30,770Total research and development expenses​$ 96,664​$ 92,493​$ 87,140​Net Interest Income / (Expense)Net interest income/(expense) for fiscal 2024, 2023, and 2022 was ($12.4) million, $(7.8) million, and $(10.5) million, respectively. During fiscal 2024, average monthly outstanding debt was higher than fiscal 2023 leading to increased interest expense compared to fiscal 2023. Net interest expense in fiscal 2023 decreased when compared to fiscal 2022 due to a favorable rate on a forward starting interest rate swap as disclosed in Note 5 that went into effect in fiscal year 2023. Consolidated selling, general and administrative expenses were composed of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ **Current (2025):** ​ 2025 2024 2023 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 5 % 1 % 5 % Acquisitions sales growth 0 % 1 % 0 % Impact of foreign currency fluctuations 0 % 0 % (2) % Impact of business held for sale ​ 0 % 0 % - % Consolidated net sales growth 5 % 2 % 3 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## Modified: OVERALL RESULTS **Key changes:** - Reworded sentence: "Operational Update For fiscal 2025, consolidated net sales increased 5% to $1.2 billion as compared to fiscal 2024." - Reworded sentence: "Foreign currency translation and a business held-for-sale did not have a material impact." - Reworded sentence: "The exclusion of fiscal 2025 sales related to the held-for-sale business did not have a material impact on sales." - Reworded sentence: "The exclusion of fiscal 2025 sales related to the held-for-sale business did not have a material impact on sales." **Prior (2024):** Operational Update For fiscal 2024, consolidated net sales increased 2% to $1.2 billion as compared to fiscal 2023. Organic growth was 1%, with acquisitions having a favorable impact of 1%. Foreign currency translation and a business held-for sale did not have a material impact. Organic revenue growth was primarily driven by strong commercial execution in our Diagnostics and Genomics segment. ​ Consolidated net earnings, including non-controlling interest, decreased 41% compared to fiscal 2023. The decrease in earnings was driven by a non-recurring gain on the sale of our ChemoCentryx investment, a non-recurring gain on the sale of our investment in Changzhou Eminence Biotechnology Co., Ltd. (Eminence), and a non-recurring benefit related to the fair value of contingent consideration during fiscal 2023. The decrease in fiscal 2024 was also impacted by impairment of assets held-for-sale, restructuring charges, and CEO transition related charges. After adjusting for cost recognized upon 35 35 Table of Contentssale of acquired inventory, intangibles amortization, acquisition-related costs, certain litigation charges, gain on sale of investments, stock-based compensation, restructuring and restructuring-related costs, impairment of assets held-for-sale, impact of business held-for-sale, and impact from partially-owned consolidated subsidiaries, adjusted net earnings attributable to Bio-Techne decreased 11% in fiscal 2024 as compared to fiscal 2023. Adjusted net earnings attributable to Bio-Techne was primarily impacted by the acquisition of Lunaphore and unfavorable volume leverage within Protein Sciences. For fiscal 2023, consolidated net sales increased 3% as compared to fiscal 2022. Organic growth was 5%, with foreign currency translation having an unfavorable impact of 2% and acquisitions having an immaterial impact. Organic revenue growth was primarily driven by consumable growth in both our Diagnostics and Genomics and Protein Sciences segments. Consolidated earnings, including non-controlling interest, increased 8% compared to fiscal 2022. The increase in earnings was driven by a gain on the sale of our ChemoCentryx investment and a gain on the sale of our investment in Eminence. After adjusting for acquisition related costs, intangibles amortization, stock-based compensation, restructuring costs, gain on investments, and impact from partially-owned consolidated subsidiaries, adjusted net earnings attributable to Bio-Techne decreased 1% in fiscal 2023 as compared to fiscal 2022. Adjusted net earnings attributable to Bio-Techne was primarily impacted by foreign currency exchange and strategic growth investments including the Namocell acquisition.​RESULTS OF OPERATIONSNet SalesConsolidated organic net sales exclude the impact of companies acquired during the first 12 months post-acquisition and the effect of the change from the prior year in exchange rates used to convert sales in foreign currencies (primarily the euro, British pound sterling, Chinese yuan, and Swiss franc) into U.S. dollars.​Consolidated net sales growth was as follows:​​​​​​​​​ Year Ended June 30, ​ 2024 2023 2022 ​​​​​​​​Organic sales growth 1% 5% 17% Acquisitions sales growth 1% 0% 3% Impact of foreign currency fluctuations 0% (2)% (1)% Impact of business held for sale​0% - % - % Consolidated net sales growth 2% 3% 19%​Consolidated net sales by segment were as follows (in thousands):​​​​​​​​​​​ Year Ended June 30, ​ 2024 2023 2022Protein Sciences​$ 830,902​$ 845,747​$ 832,311Diagnostics and Genomics​ 326,392​ 292,602​ 274,843Other revenue(1)​​ 4,153​​ - ​​ - Intersegment​ (2,387)​ (1,647)​ (1,555)Consolidated net sales​$ 1,159,060​$ 1,136,702​$ 1,105,599​(1) Since December 31, 2023, the Company has a business that has met the held-for-sale criteria. The year ended June 30, 2024 includes the six-month results of this business held-for-sale for the period starting December 31, 2023 through June 30, 2024 while the business has met the held-for-sale criteria.​In fiscal 2024, Protein Sciences segment net sales decreased 2% compared to fiscal 2023. A business within the Protein Sciences Segment met the criteria as held-for-sale since December 31, 2023. The exclusion of third and fourth quarter of 36 Table of Contents Table of Contents Table of Contents sale of acquired inventory, intangibles amortization, acquisition-related costs, certain litigation charges, gain on sale of investments, stock-based compensation, restructuring and restructuring-related costs, impairment of assets held-for-sale, impact of business held-for-sale, and impact from partially-owned consolidated subsidiaries, adjusted net earnings attributable to Bio-Techne decreased 11% in fiscal 2024 as compared to fiscal 2023. Adjusted net earnings attributable to Bio-Techne was primarily impacted by the acquisition of Lunaphore and unfavorable volume leverage within Protein Sciences. For fiscal 2023, consolidated net sales increased 3% as compared to fiscal 2022. Organic growth was 5%, with foreign currency translation having an unfavorable impact of 2% and acquisitions having an immaterial impact. Organic revenue growth was primarily driven by consumable growth in both our Diagnostics and Genomics and Protein Sciences segments. Consolidated earnings, including non-controlling interest, increased 8% compared to fiscal 2022. The increase in earnings was driven by a gain on the sale of our ChemoCentryx investment and a gain on the sale of our investment in Eminence. After adjusting for acquisition related costs, intangibles amortization, stock-based compensation, restructuring costs, gain on investments, and impact from partially-owned consolidated subsidiaries, adjusted net earnings attributable to Bio-Techne decreased 1% in fiscal 2023 as compared to fiscal 2022. Adjusted net earnings attributable to Bio-Techne was primarily impacted by foreign currency exchange and strategic growth investments including the Namocell acquisition.​RESULTS OF OPERATIONSNet SalesConsolidated organic net sales exclude the impact of companies acquired during the first 12 months post-acquisition and the effect of the change from the prior year in exchange rates used to convert sales in foreign currencies (primarily the euro, British pound sterling, Chinese yuan, and Swiss franc) into U.S. dollars.​Consolidated net sales growth was as follows:​​​​​​​​​ Year Ended June 30, ​ 2024 2023 2022 ​​​​​​​​Organic sales growth 1% 5% 17% Acquisitions sales growth 1% 0% 3% Impact of foreign currency fluctuations 0% (2)% (1)% Impact of business held for sale​0% - % - % Consolidated net sales growth 2% 3% 19%​Consolidated net sales by segment were as follows (in thousands):​​​​​​​​​​​ Year Ended June 30, ​ 2024 2023 2022Protein Sciences​$ 830,902​$ 845,747​$ 832,311Diagnostics and Genomics​ 326,392​ 292,602​ 274,843Other revenue(1)​​ 4,153​​ - ​​ - Intersegment​ (2,387)​ (1,647)​ (1,555)Consolidated net sales​$ 1,159,060​$ 1,136,702​$ 1,105,599​(1) Since December 31, 2023, the Company has a business that has met the held-for-sale criteria. The year ended June 30, 2024 includes the six-month results of this business held-for-sale for the period starting December 31, 2023 through June 30, 2024 while the business has met the held-for-sale criteria.​In fiscal 2024, Protein Sciences segment net sales decreased 2% compared to fiscal 2023. A business within the Protein Sciences Segment met the criteria as held-for-sale since December 31, 2023. The exclusion of third and fourth quarter of sale of acquired inventory, intangibles amortization, acquisition-related costs, certain litigation charges, gain on sale of investments, stock-based compensation, restructuring and restructuring-related costs, impairment of assets held-for-sale, impact of business held-for-sale, and impact from partially-owned consolidated subsidiaries, adjusted net earnings attributable to Bio-Techne decreased 11% in fiscal 2024 as compared to fiscal 2023. Adjusted net earnings attributable to Bio-Techne was primarily impacted by the acquisition of Lunaphore and unfavorable volume leverage within Protein Sciences. For fiscal 2023, consolidated net sales increased 3% as compared to fiscal 2022. Organic growth was 5%, with foreign currency translation having an unfavorable impact of 2% and acquisitions having an immaterial impact. Organic revenue growth was primarily driven by consumable growth in both our Diagnostics and Genomics and Protein Sciences segments. Consolidated earnings, including non-controlling interest, increased 8% compared to fiscal 2022. The increase in earnings was driven by a gain on the sale of our ChemoCentryx investment and a gain on the sale of our investment in Eminence. After adjusting for acquisition related costs, intangibles amortization, stock-based compensation, restructuring costs, gain on investments, and impact from partially-owned consolidated subsidiaries, adjusted net earnings attributable to Bio-Techne decreased 1% in fiscal 2023 as compared to fiscal 2022. Adjusted net earnings attributable to Bio-Techne was primarily impacted by foreign currency exchange and strategic growth investments including the Namocell acquisition. ​ **Current (2025):** Operational Update For fiscal 2025, consolidated net sales increased 5% to $1.2 billion as compared to fiscal 2024. Organic growth was 5%, and foreign currency translation and a business held-for-sale did not have a material impact. Organic revenue growth was primarily driven by strong commercial execution in our Protein Sciences segment. ​ Consolidated net earnings for fiscal 2025 decreased 56% compared to fiscal 2024. The decrease in earnings was impacted by a non-recurring loss on an arbitration award, impairment of assets held-for-sale, and restructuring and restructuring-related charges. After adjusting for cost recognized upon sale of acquired inventory, intangibles amortization, acquisition-related costs, certain litigation charges, gain on sale of investments, stock-based compensation, restructuring and restructuring-related costs, impairment of assets held-for-sale, and impact of business held-for-sale, adjusted net earnings 33 33 Table of Contentsincreased 8% in fiscal 2025 as compared to fiscal 2024. Adjusted net earnings was primarily impacted by favorable volume leverage within Protein Sciences. For fiscal 2024, consolidated net sales increased 2% as compared to fiscal 2023. Organic growth was 1%, with acquisitions having a favorable impact of 1%. Foreign currency translation and a business held-for-sale did not have a material impact. Organic revenue growth was primarily driven by strong commercial execution in our Diagnostics and Spatial Biology segment. Consolidated net earnings for fiscal 2024, including non-controlling interest, decreased 41% compared to fiscal 2023. The decrease in earnings was driven by a non-recurring gain on the sale of our ChemoCentryx, Inc. (CCXI) investment, a non-recurring gain on the sale of our investment in Eminence, and a non-recurring benefit related to the fair value of contingent consideration during fiscal 2023.​RESULTS OF OPERATIONSNet SalesConsolidated organic net sales exclude the impact of companies acquired during the first 12 months post-acquisition and the effect of the change from the prior year in exchange rates used to convert sales in foreign currencies (primarily the euro, British pound sterling, Chinese yuan, and Swiss franc) into U.S. dollars.​Consolidated net sales growth was as follows:​​​​​​​​​ Year Ended June 30, ​ 2025 2024 2023 ​​​​​​​​Organic sales growth 5% 1% 5% Acquisitions sales growth 0% 1% 0% Impact of foreign currency fluctuations 0% 0% (2)% Impact of business held for sale​0% 0% - % Consolidated net sales growth 5% 2% 3%​Consolidated net sales by segment were as follows (in thousands):​​​​​​​​​​​ Year Ended June 30, ​ 2025 2024 2023Protein Sciences​$ 870,245​$ 830,902​$ 845,747Diagnostics and Spatial Biology​ 346,263​ 326,392​ 292,602Other revenue(1)​​ 4,152​​ 4,153​​ - Intersegment​ (1,025)​ (2,387)​ (1,647)Consolidated net sales​$ 1,219,635​$ 1,159,060​$ 1,136,702(1)Since December 31, 2023, the Company has a business that has met the held-for-sale criteria. The years ended June 30, 2025 and 2024 include the twelve and six month results, respectively, while the business has met the held-for-sale criteria.​In fiscal 2025, Protein Sciences segment net sales increased 5% 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. Organic revenue for the segment increased 5% for the 34 Table of Contents Table of Contents Table of Contents increased 8% in fiscal 2025 as compared to fiscal 2024. Adjusted net earnings was primarily impacted by favorable volume leverage within Protein Sciences. For fiscal 2024, consolidated net sales increased 2% as compared to fiscal 2023. Organic growth was 1%, with acquisitions having a favorable impact of 1%. Foreign currency translation and a business held-for-sale did not have a material impact. Organic revenue growth was primarily driven by strong commercial execution in our Diagnostics and Spatial Biology segment. Consolidated net earnings for fiscal 2024, including non-controlling interest, decreased 41% compared to fiscal 2023. The decrease in earnings was driven by a non-recurring gain on the sale of our ChemoCentryx, Inc. (CCXI) investment, a non-recurring gain on the sale of our investment in Eminence, and a non-recurring benefit related to the fair value of contingent consideration during fiscal 2023.​RESULTS OF OPERATIONSNet SalesConsolidated organic net sales exclude the impact of companies acquired during the first 12 months post-acquisition and the effect of the change from the prior year in exchange rates used to convert sales in foreign currencies (primarily the euro, British pound sterling, Chinese yuan, and Swiss franc) into U.S. dollars.​Consolidated net sales growth was as follows:​​​​​​​​​ Year Ended June 30, ​ 2025 2024 2023 ​​​​​​​​Organic sales growth 5% 1% 5% Acquisitions sales growth 0% 1% 0% Impact of foreign currency fluctuations 0% 0% (2)% Impact of business held for sale​0% 0% - % Consolidated net sales growth 5% 2% 3%​Consolidated net sales by segment were as follows (in thousands):​​​​​​​​​​​ Year Ended June 30, ​ 2025 2024 2023Protein Sciences​$ 870,245​$ 830,902​$ 845,747Diagnostics and Spatial Biology​ 346,263​ 326,392​ 292,602Other revenue(1)​​ 4,152​​ 4,153​​ - Intersegment​ (1,025)​ (2,387)​ (1,647)Consolidated net sales​$ 1,219,635​$ 1,159,060​$ 1,136,702(1)Since December 31, 2023, the Company has a business that has met the held-for-sale criteria. The years ended June 30, 2025 and 2024 include the twelve and six month results, respectively, while the business has met the held-for-sale criteria.​In fiscal 2025, Protein Sciences segment net sales increased 5% 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. Organic revenue for the segment increased 5% for the increased 8% in fiscal 2025 as compared to fiscal 2024. Adjusted net earnings was primarily impacted by favorable volume leverage within Protein Sciences. For fiscal 2024, consolidated net sales increased 2% as compared to fiscal 2023. Organic growth was 1%, with acquisitions having a favorable impact of 1%. Foreign currency translation and a business held-for-sale did not have a material impact. Organic revenue growth was primarily driven by strong commercial execution in our Diagnostics and Spatial Biology segment. Consolidated net earnings for fiscal 2024, including non-controlling interest, decreased 41% compared to fiscal 2023. The decrease in earnings was driven by a non-recurring gain on the sale of our ChemoCentryx, Inc. (CCXI) investment, a non-recurring gain on the sale of our investment in Eminence, and a non-recurring benefit related to the fair value of contingent consideration during fiscal 2023.​RESULTS OF OPERATIONSNet SalesConsolidated organic net sales exclude the impact of companies acquired during the first 12 months post-acquisition and the effect of the change from the prior year in exchange rates used to convert sales in foreign currencies (primarily the euro, British pound sterling, Chinese yuan, and Swiss franc) into U.S. dollars.​Consolidated net sales growth was as follows:​​​​​​​​​ Year Ended June 30, ​ 2025 2024 2023 ​​​​​​​​Organic sales growth 5% 1% 5% Acquisitions sales growth 0% 1% 0% Impact of foreign currency fluctuations 0% 0% (2)% Impact of business held for sale​0% 0% - % Consolidated net sales growth 5% 2% 3%​Consolidated net sales by segment were as follows (in thousands):​​​​​​​​​​​ Year Ended June 30, ​ 2025 2024 2023Protein Sciences​$ 870,245​$ 830,902​$ 845,747Diagnostics and Spatial Biology​ 346,263​ 326,392​ 292,602Other revenue(1)​​ 4,152​​ 4,153​​ - Intersegment​ (1,025)​ (2,387)​ (1,647)Consolidated net sales​$ 1,219,635​$ 1,159,060​$ 1,136,702(1)Since December 31, 2023, the Company has a business that has met the held-for-sale criteria. The years ended June 30, 2025 and 2024 include the twelve and six month results, respectively, while the business has met the held-for-sale criteria.​In fiscal 2025, Protein Sciences segment net sales increased 5% 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. Organic revenue for the segment increased 5% for the increased 8% in fiscal 2025 as compared to fiscal 2024. Adjusted net earnings was primarily impacted by favorable volume leverage within Protein Sciences. For fiscal 2024, consolidated net sales increased 2% as compared to fiscal 2023. Organic growth was 1%, with acquisitions having a favorable impact of 1%. Foreign currency translation and a business held-for-sale did not have a material impact. Organic revenue growth was primarily driven by strong commercial execution in our Diagnostics and Spatial Biology segment. Consolidated net earnings for fiscal 2024, including non-controlling interest, decreased 41% compared to fiscal 2023. The decrease in earnings was driven by a non-recurring gain on the sale of our ChemoCentryx, Inc. (CCXI) investment, a non-recurring gain on the sale of our investment in Eminence, and a non-recurring benefit related to the fair value of contingent consideration during fiscal 2023. ​ --- ## Modified: Issuer Purchases of Equity Securities **Key changes:** - Reworded sentence: "The plan authorized the Company to purchase up to $400 million in stock." - Reworded sentence: "​​​32 Table of Contents Table of Contents Table of Contents Stock Performance GraphThe following chart compares the cumulative total shareholder return on the Company's common stock with the S&P 500 Index and the S&P 500 Life Sciences Tools and Services Index." - Added sentence: "​​​ Stock Performance GraphThe following chart compares the cumulative total shareholder return on the Company's common stock with the S&P 500 Index and the S&P 500 Life Sciences Tools and Services Index." - Added sentence: "The comparison assumes $100 was invested on the last trading day before July 1, 2019 in the Company's common stock and in each of the foregoing indices and assumes reinvestment of dividends." - Added sentence: "The Company became part of the S&P 500 Index during fiscal 2022." **Prior (2024):** The Company's repurchase plan approved by the Board on February 2, 2022, granted management the discretion to mitigate the dilutive effect of stock option exercises. The plan authorizes the Company to purchase up to $400 million in stock. The table below sets forth certain information regarding our purchases of common stock in open market transactions during fiscal year 2024. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Period ​ Total Number of Shares Purchased ​ ​ Average Price Paid per Share ​ Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs ​ ​ Maximum Dollar Amount of Shares that May Yet Be Purchased Under the Plans or Programs July 1 - July 31, 2023 ​ - ​ $ - ​ - ​ $ 260,780,968 August 1 - August 31, 2023 ​ - ​ ​ - ​ - ​ ​ 260,780,968 September 1 - September 30, 2023 ​ - ​ ​ - ​ - ​ ​ 260,780,968 July 1 - September 30, 2023 ​ - ​ ​ - ​ - ​ ​ ​ October 1 - 31, 2023 ​ - ​ ​ - ​ - ​ ​ 260,780,968 November 1 - 30, 2023 1,397,471 ​ ​ 57.28 ​ 1,397,471 ​ ​ 180,739,094 December 1 - 31, 2023 ​ - ​ ​ - ​ - ​ ​ 180,739,094 October 1 - December 31, 2023 ​ 1,397,471 ​ ​ 57.28 ​ 1,397,471 ​ ​ ​ January 1 - 31, 2024 ​ - ​ ​ - ​ - ​ ​ 180,739,094 February 1 - 29, 2024 - ​ ​ - ​ - ​ ​ 180,739,094 March 1 - 31, 2024 ​ - ​ ​ - ​ - ​ ​ 180,739,094 January 1 - March 31, 2024 ​ - ​ ​ - ​ - ​ ​ ​ April 1 - 30, 2024 ​ - ​ ​ - ​ - ​ ​ 180,739,094 May 1 - 31, 2024 ​ - ​ ​ - ​ - ​ ​ 180,739,094 June 1 - 30, 2024 ​ - ​ ​ - ​ - ​ ​ 180,739,094 April 1 - June 30, 2024 ​ - ​ ​ - ​ - ​ ​ ​ July 1, 2023 - June 30, 2024 ​ 1,397,471 ​ ​ 57.28 ​ 1,397,471 ​ ​ ​ ​ ​ 33 33 Table of ContentsStock Performance GraphThe following chart compares the cumulative total shareholder return on the Company's common stock with the S&P 500 Index and the S&P 500 Life Sciences Tools and Services Index. The comparison assumes $100 was invested on the last trading day before July 1, 2018 in the Company's common stock and in each of the foregoing indices and assumes reinvestment of dividends. The Company became part of the S&P 500 Index during fiscal 2022. ​​​​34 Table of Contents Table of Contents Table of Contents Stock Performance GraphThe following chart compares the cumulative total shareholder return on the Company's common stock with the S&P 500 Index and the S&P 500 Life Sciences Tools and Services Index. The comparison assumes $100 was invested on the last trading day before July 1, 2018 in the Company's common stock and in each of the foregoing indices and assumes reinvestment of dividends. The Company became part of the S&P 500 Index during fiscal 2022. ​​​​ **Current (2025):** The Company's repurchase plan approved by the Board on February 2, 2022, granted management the discretion to mitigate the dilutive effect of stock option exercises. The plan authorized the Company to purchase up to $400 million in stock. Additionally, the Board approved a new share repurchase plan on April 30, 2025, to replace the previous share repurchase plan, that authorizes the Company to purchase up to $500 million of the Company's stock. The table below sets forth certain information regarding our purchases of common stock in open market transactions during fiscal 2025. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Period ​ Total Number of Shares Purchased ​ ​ Average Price Paid per Share ​ Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs ​ ​ Maximum Dollar Amount of Shares that May Yet Be Purchased Under the Plans or Programs July 1 - July 31, 2024 ​ - ​ $ - ​ - ​ $ 180,739,094 August 1 - August 31, 2024 ​ - ​ ​ - ​ - ​ ​ 180,739,094 September 1 - September 30, 2024 ​ - ​ ​ - ​ - ​ ​ 180,739,094 July 1 - September 30, 2024 ​ - ​ ​ - ​ - ​ ​ ​ October 1 - 31, 2024 ​ - ​ ​ - ​ - ​ ​ 180,739,094 November 1 - 30, 2024 1,118,492 ​ ​ 67.62 ​ 1,118,492 ​ ​ 105,110,738 December 1 - 31, 2024 ​ - ​ ​ - ​ - ​ ​ 105,110,738 October 1 - December 31, 2024 ​ 1,118,492 ​ ​ 67.62 ​ 1,118,492 ​ ​ ​ January 1 - 31, 2025 ​ - ​ ​ - ​ - ​ ​ 105,110,738 February 1 - 29, 2025 1,488,563 ​ ​ 67.21 ​ 1,488,563 ​ ​ 5,066,126 March 1 - 31, 2025 ​ - ​ ​ - ​ - ​ ​ 5,066,126 January 1 - March 31, 2025 ​ 1,488,563 ​ ​ 67.21 ​ 1,488,563 ​ ​ ​ April 1 - 30, 2025 ​ - ​ ​ - ​ - ​ ​ 505,066,126 May 1 - 31, 2025 ​ 1,943,140 ​ ​ 51.49 ​ 1,943,140 ​ ​ 405,007,867 June 1 - 30, 2025 ​ - ​ ​ - ​ - ​ ​ 405,007,867 April 1 - June 30, 2025 ​ 1,943,140 ​ ​ 51.49 ​ 1,943,140 ​ ​ ​ July 1, 2024 - June 30, 2025 ​ 4,550,195 ​ ​ 60.60 ​ 4,550,195 ​ ​ ​ ​ ​ 31 31 Table of ContentsStock Performance GraphThe following chart compares the cumulative total shareholder return on the Company's common stock with the S&P 500 Index and the S&P 500 Life Sciences Tools and Services Index. The comparison assumes $100 was invested on the last trading day before July 1, 2019 in the Company's common stock and in each of the foregoing indices and assumes reinvestment of dividends. The Company became part of the S&P 500 Index during fiscal 2022. ​​​32 Table of Contents Table of Contents Table of Contents Stock Performance GraphThe following chart compares the cumulative total shareholder return on the Company's common stock with the S&P 500 Index and the S&P 500 Life Sciences Tools and Services Index. The comparison assumes $100 was invested on the last trading day before July 1, 2019 in the Company's common stock and in each of the foregoing indices and assumes reinvestment of dividends. The Company became part of the S&P 500 Index during fiscal 2022. ​​​ Stock Performance GraphThe following chart compares the cumulative total shareholder return on the Company's common stock with the S&P 500 Index and the S&P 500 Life Sciences Tools and Services Index. The comparison assumes $100 was invested on the last trading day before July 1, 2019 in the Company's common stock and in each of the foregoing indices and assumes reinvestment of dividends. The Company became part of the S&P 500 Index during fiscal 2022. ​​​ --- ## Modified: Gross Margins **Key changes:** - Reworded sentence: "Consolidated gross margins were 64.8%, 66.4%, and 67.7% in fiscal 2025, 2024, and 2023." - Reworded sentence: "Segment gross margins, as a percentage of net sales, were as follows:​​​​​​​​​​ Year Ended June 30, ​​2025 2024 2023 ​​​​​​​​Protein Sciences 75.6% 75.7% 75.3%Diagnostics and Spatial Biology 57.3% 58.7% 61.2%​The decrease in the Protein Sciences segment's gross margin percentage for fiscal 2025 as compared to fiscal 2024 was primarily attributable to the mix of product sales within the segment." - Reworded sentence: "Segment gross margins, as a percentage of net sales, were as follows:​​​​​​​​​​ Year Ended June 30, ​​2025 2024 2023 ​​​​​​​​Protein Sciences 75.6% 75.7% 75.3%Diagnostics and Spatial Biology 57.3% 58.7% 61.2%​The decrease in the Protein Sciences segment's gross margin percentage for fiscal 2025 as compared to fiscal 2024 was primarily attributable to the mix of product sales within the segment." **Prior (2024):** ​ 2024 2023 2022 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 1 % 5 % 17 % Acquisitions sales growth 1 % 0 % 3 % Impact of foreign currency fluctuations 0 % (2) % (1) % Impact of business held for sale ​ 0 % - % - % Consolidated net sales growth 2 % 3 % 19 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ **Current (2025):** Consolidated gross margins were 64.8%, 66.4%, and 67.7% in fiscal 2025, 2024, and 2023. Consolidated gross margin in fiscal year 2025 was impacted by the reinstatement of incentive accruals and product mix. 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-owned consolidated subsidiaries, adjusted gross margins were 70.4%, 71.0%, and 71.7% in fiscal 2025, 2024, and 2023, respectively. Fiscal 2025 consolidated gross margin was impacted by the resinstatement 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. 35 35 Table of ContentsA reconciliation of the reported consolidated gross margin percentages, adjusted for acquired inventory sold, intangible amortization included in Cost of sales, restructuring and restructuring-related expenses, and impact of business held-for-sale is as follows:​​​​​​​​​​​​ ​​​​​​​​ ​​​Year Ended June 30, ​​ ​2025 ​2024 ​2023 Total consolidated net sales $ 1,219,635​$ 1,159,060​$ 1,136,702​Business held-for-sale(2) ​ 4,152​​ 4,153​​ - ​Revenue from recurring operations $ 1,215,483​$ 1,154,907​$ 1,136,702​​ ​​​​​​​​​Gross margin - GAAP​$ 790,272​$ 769,725​$ 769,815​Gross margin percentage - GAAP​​ 64.8%​ 66.4%​ 67.7%​​​​​​​​​​​Identified adjustments:​​ ​​ ​​ ​Costs recognized upon sale of acquired inventory $ 751​$ 729​$ 400​Amortization of intangibles​​ 44,035​​ 46,609​​ 44,337​Stock-based compensation, inclusive of employer taxes​​ 1,298​​ 825​​ 948​Restructuring and restructuring-related costs​​ 20,094​​ 3,348​​ - ​Impact of partially-owned consolidated subsidiaries(1)​​ - ​​ - ​​ (1,457)​Impact of business held-for-sale(2)​​ (147)​​ (943)​​ - ​Adjusted gross margin​$ 856,303​$ 820,293​$ 814,043​Adjusted gross margin percentage(3)​​ 70.4%​ 71.0%​ 71.7%(1)Includes the quarterly results of the partially-owned consolidated subsidiary prior to the sale of this partially-owned consolidated subsidiary to a third party in the first fiscal quarter of 2023.​(2)Since December 31, 2023, the Company has a business that has met the held-for-sale criteria. The years ended June 30, 2025 and 2024 include the twelve and six month results, respectively, while the business has met the held-for-sale criteria.​(3)Adjusted gross margin percentage excludes the revenue and the gross margin of the business held-for-sale. ​Fluctuations in adjusted gross margins, as a percentage of net sales, have primarily resulted from changes in foreign currency exchange rates and 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 as well as future acquisitions.Management uses adjusted operating results to monitor and evaluate performance of the Company's two segments. Segment gross margins, as a percentage of net sales, were as follows:​​​​​​​​​​ Year Ended June 30, ​​2025 2024 2023 ​​​​​​​​Protein Sciences 75.6% 75.7% 75.3%Diagnostics and Spatial Biology 57.3% 58.7% 61.2%​The decrease in the Protein Sciences segment's gross margin percentage for fiscal 2025 as 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 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. 36 Table of Contents Table of Contents Table of Contents A reconciliation of the reported consolidated gross margin percentages, adjusted for acquired inventory sold, intangible amortization included in Cost of sales, restructuring and restructuring-related expenses, and impact of business held-for-sale is as follows:​​​​​​​​​​​​ ​​​​​​​​ ​​​Year Ended June 30, ​​ ​2025 ​2024 ​2023 Total consolidated net sales $ 1,219,635​$ 1,159,060​$ 1,136,702​Business held-for-sale(2) ​ 4,152​​ 4,153​​ - ​Revenue from recurring operations $ 1,215,483​$ 1,154,907​$ 1,136,702​​ ​​​​​​​​​Gross margin - GAAP​$ 790,272​$ 769,725​$ 769,815​Gross margin percentage - GAAP​​ 64.8%​ 66.4%​ 67.7%​​​​​​​​​​​Identified adjustments:​​ ​​ ​​ ​Costs recognized upon sale of acquired inventory $ 751​$ 729​$ 400​Amortization of intangibles​​ 44,035​​ 46,609​​ 44,337​Stock-based compensation, inclusive of employer taxes​​ 1,298​​ 825​​ 948​Restructuring and restructuring-related costs​​ 20,094​​ 3,348​​ - ​Impact of partially-owned consolidated subsidiaries(1)​​ - ​​ - ​​ (1,457)​Impact of business held-for-sale(2)​​ (147)​​ (943)​​ - ​Adjusted gross margin​$ 856,303​$ 820,293​$ 814,043​Adjusted gross margin percentage(3)​​ 70.4%​ 71.0%​ 71.7%(1)Includes the quarterly results of the partially-owned consolidated subsidiary prior to the sale of this partially-owned consolidated subsidiary to a third party in the first fiscal quarter of 2023.​(2)Since December 31, 2023, the Company has a business that has met the held-for-sale criteria. The years ended June 30, 2025 and 2024 include the twelve and six month results, respectively, while the business has met the held-for-sale criteria.​(3)Adjusted gross margin percentage excludes the revenue and the gross margin of the business held-for-sale. ​Fluctuations in adjusted gross margins, as a percentage of net sales, have primarily resulted from changes in foreign currency exchange rates and 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 as well as future acquisitions.Management uses adjusted operating results to monitor and evaluate performance of the Company's two segments. Segment gross margins, as a percentage of net sales, were as follows:​​​​​​​​​​ Year Ended June 30, ​​2025 2024 2023 ​​​​​​​​Protein Sciences 75.6% 75.7% 75.3%Diagnostics and Spatial Biology 57.3% 58.7% 61.2%​The decrease in the Protein Sciences segment's gross margin percentage for fiscal 2025 as 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 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. A reconciliation of the reported consolidated gross margin percentages, adjusted for acquired inventory sold, intangible amortization included in Cost of sales, restructuring and restructuring-related expenses, and impact of business held-for-sale is as follows:​​​​​​​​​​​​ ​​​​​​​​ ​​​Year Ended June 30, ​​ ​2025 ​2024 ​2023 Total consolidated net sales $ 1,219,635​$ 1,159,060​$ 1,136,702​Business held-for-sale(2) ​ 4,152​​ 4,153​​ - ​Revenue from recurring operations $ 1,215,483​$ 1,154,907​$ 1,136,702​​ ​​​​​​​​​Gross margin - GAAP​$ 790,272​$ 769,725​$ 769,815​Gross margin percentage - GAAP​​ 64.8%​ 66.4%​ 67.7%​​​​​​​​​​​Identified adjustments:​​ ​​ ​​ ​Costs recognized upon sale of acquired inventory $ 751​$ 729​$ 400​Amortization of intangibles​​ 44,035​​ 46,609​​ 44,337​Stock-based compensation, inclusive of employer taxes​​ 1,298​​ 825​​ 948​Restructuring and restructuring-related costs​​ 20,094​​ 3,348​​ - ​Impact of partially-owned consolidated subsidiaries(1)​​ - ​​ - ​​ (1,457)​Impact of business held-for-sale(2)​​ (147)​​ (943)​​ - ​Adjusted gross margin​$ 856,303​$ 820,293​$ 814,043​Adjusted gross margin percentage(3)​​ 70.4%​ 71.0%​ 71.7%(1)Includes the quarterly results of the partially-owned consolidated subsidiary prior to the sale of this partially-owned consolidated subsidiary to a third party in the first fiscal quarter of 2023.​(2)Since December 31, 2023, the Company has a business that has met the held-for-sale criteria. The years ended June 30, 2025 and 2024 include the twelve and six month results, respectively, while the business has met the held-for-sale criteria.​(3)Adjusted gross margin percentage excludes the revenue and the gross margin of the business held-for-sale. ​Fluctuations in adjusted gross margins, as a percentage of net sales, have primarily resulted from changes in foreign currency exchange rates and 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 as well as future acquisitions.Management uses adjusted operating results to monitor and evaluate performance of the Company's two segments. Segment gross margins, as a percentage of net sales, were as follows:​​​​​​​​​​ Year Ended June 30, ​​2025 2024 2023 ​​​​​​​​Protein Sciences 75.6% 75.7% 75.3%Diagnostics and Spatial Biology 57.3% 58.7% 61.2%​The decrease in the Protein Sciences segment's gross margin percentage for fiscal 2025 as 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 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. A reconciliation of the reported consolidated gross margin percentages, adjusted for acquired inventory sold, intangible amortization included in Cost of sales, restructuring and restructuring-related expenses, and impact of business held-for-sale is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## Modified: Year Ended June 30, **Key changes:** - Reworded sentence: "​ ​ 2025 2024 2023 ​ ​ ​ ​ ​ United States ​ $ 683,230 ​ $ 657,747 ​ $ 642,465 EMEA, excluding United Kingdom ​ 266,305 ​ 241,432 ​ 220,230 United Kingdom ​ 54,827 ​ 50,012 ​ 49,457 APAC, excluding Greater China ​ 77,263 ​ 73,904 ​ 73,190 Greater China ​ 100,463 ​ 99,467 ​ 113,868 Rest of World ​ 37,547 ​ 36,498 ​ 37,492 Net sales ​ $ 1,219,635 ​ $ 1,159,060 ​ $ 1,136,702 ​ ​" **Prior (2024):** ​ 2024 2023 2022 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 1 % 5 % 17 % Acquisitions sales growth 1 % 0 % 3 % Impact of foreign currency fluctuations 0 % (2) % (1) % Impact of business held for sale ​ 0 % - % - % Consolidated net sales growth 2 % 3 % 19 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ **Current (2025):** ​ 2025 2024 2023 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 5 % 1 % 5 % Acquisitions sales growth 0 % 1 % 0 % Impact of foreign currency fluctuations 0 % 0 % (2) % Impact of business held for sale ​ 0 % 0 % - % Consolidated net sales growth 5 % 2 % 3 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## Modified: Year Ended June 30, **Key changes:** - Reworded sentence: "​ ​ 2025 ​ 2024 ​ 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Protein Sciences ​ $ 58,607 ​ $ 56,911 ​ $ 58,251 Diagnostics and Spatial Biology ​ 40,889 ​ 39,753 ​ 34,242 Total research and development expenses ​ $ 99,496 ​ $ 96,664 ​ $ 92,493 ​" **Prior (2024):** ​ 2024 2023 2022 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 1 % 5 % 17 % Acquisitions sales growth 1 % 0 % 3 % Impact of foreign currency fluctuations 0 % (2) % (1) % Impact of business held for sale ​ 0 % - % - % Consolidated net sales growth 2 % 3 % 19 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ **Current (2025):** ​ 2025 2024 2023 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 5 % 1 % 5 % Acquisitions sales growth 0 % 1 % 0 % Impact of foreign currency fluctuations 0 % 0 % (2) % Impact of business held for sale ​ 0 % 0 % - % Consolidated net sales growth 5 % 2 % 3 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## Modified: Year ended June 30, **Key changes:** - Reworded sentence: "​ ​ 2025 2024 2023 Consumables ​ $ 972,286 ​ $ 928,180 ​ $ 917,733 Instruments ​ 112,086 ​ 108,270 ​ 112,085 Services ​ 111,570 ​ 99,265 ​ 85,784 Total product and services revenue, net ​ 1,195,942 ​ ​ 1,135,715 ​ 1,115,602 Royalty revenues ​ 23,693 ​ 23,345 ​ 21,100 Total revenues, net ​ $ 1,219,635 ​ $ 1,159,060 ​ $ 1,136,702 ​ ​ Revenue by geography is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​" **Prior (2024):** ​ ​ 2024 2023 2022 Consumables ​ $ 928,180 ​ $ 917,733 ​ $ 890,874 Instruments ​ 108,270 ​ 112,085 ​ 120,758 Services ​ 99,265 ​ 85,784 ​ 71,988 Total product and services revenue, net ​ 1,135,715 ​ $ 1,115,602 ​ 1,083,620 Royalty revenues ​ 23,345 ​ 21,100 ​ 21,979 Total revenues, net ​ $ 1,159,060 ​ $ 1,136,702 ​ $ 1,105,599 ​ ​ Revenue by geography (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ **Current (2025):** ​ ​ 2025 2024 2023 Consumables ​ $ 972,286 ​ $ 928,180 ​ $ 917,733 Instruments ​ 112,086 ​ 108,270 ​ 112,085 Services ​ 111,570 ​ 99,265 ​ 85,784 Total product and services revenue, net ​ 1,195,942 ​ ​ 1,135,715 ​ 1,115,602 Royalty revenues ​ 23,693 ​ 23,345 ​ 21,100 Total revenues, net ​ $ 1,219,635 ​ $ 1,159,060 ​ $ 1,136,702 ​ ​ Revenue by geography is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## Modified: Significant developments or changes in U.S. laws or policies, including changes in U.S. trade policies and tariffs and the reaction of other countries thereto, can have an adverse effect on our business and financial results. **Key changes:** - Reworded sentence: "Significant developments or changes in U.S." - Reworded sentence: "Failure to meet these requirements may adversely impact our business and financial results in the applicable geographies.​26 Table of Contents Table of Contents Table of Contents In addition, changes to laws or regulations pertraining to laboratory developed tests may adversely affect our business and financial results." **Prior (2024):** Certain of our products are medical devices, diagnostics tests and other products that are subject to regulation by the U.S. FDA or state CLIA regulations, by other federal and state governmental agencies, by comparable agencies of other countries and regions and by regulations governing hazardous materials and drugs-of abuse, or the manufacture and sale of products containing any such materials. The global regulatory environment has become increasingly stringent and unpredictable. Several countries that did not have regulatory requirements for medical devices have established such requirements in recent years, and other countries have expanded, or plan to expand, their existing regulations, including implementation of IVDR regulations in Europe. Failure to meet these requirements may adversely impact our business and financial results in the applicable geographies. Government authorities may conclude that our business practices do not comply with current or future statutes, regulations, agency guidance or case law. Failure to obtain required regulatory clearances before marketing our products (or before implementing modifications to or promoting additional indications or uses of our products), other violations of laws or regulations, failure to remediate inspectional observations to the satisfaction of these regulatory authorities, real or perceived efficacy or safety concerns or trends of adverse events with respect to our products (even after obtaining clearance for distribution) and unfavorable or inconsistent clinical data from existing or future clinical trials can lead to FDA Form 483 Inspectional Observations, warning letters, notices to customers, declining sales, loss of customers, loss of market share, remediation and increased compliance costs, recalls, seizures of adulterated or misbranded products, fines, expenses, injunctions, civil penalties, criminal penalties, consent decrees, administrative detentions, refusals to permit importations, partial or total shutdown of production facilities or the implementation of operating restrictions, narrowing of permitted uses for a product, refusal of the government to grant 510(k) clearance, suspension or withdrawal of approvals, pre-market notification rescissions and other adverse effects. Further, defending against any such actions can be costly and time-consuming and may require significant personnel resources. Therefore, even if we are successful in defending against any such actions brought against us, our business may be impaired. Ensuring that our internal operations and business arrangements with third parties comply with applicable laws and regulations also involves substantial costs. More specifically, as a healthcare provider, the Company's Exosome Diagnostics' ExoDx Prostate business is subject to extensive regulation at the federal, state, and local levels in the U.S. and other countries where it operates. The Company's failure to meet governmental requirements under these regulations, including those relating to billing practices and financial relationships with physicians, hospitals, and health systems, could lead to civil and criminal penalties, exclusion from participation in Medicare and Medicaid, and possibly prohibitions or restrictions on the use of its laboratories. While the Company believes that it is in material compliance with all statutory and regulatory requirements, there is a risk that government authorities might take a contrary position. Such occurrences, regardless of their outcome, could damage the Company's reputation and adversely affect important business relationships it has with third parties. **Current (2025):** 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, can adversely affect our business and financial statements. The U.S. has announced and/or implemented new tariffs on imports from a wide range of countries, which has 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. 25 25 Table of ContentsIn addition, changes to laws or regulations pertraining 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.Our business and financial results can be impaired by improper conduct by any of our employees, agents or business partners.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 States 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.Certain of our businesses are subject to extensive regulation by the U.S. FDA and by comparable agencies of other countries, as well as laws regulating fraud and abuse in the healthcare industry and the privacy and security of health information. Failure to comply with those regulations could adversely affect our business and financial results.Certain of our products are medical devices, diagnostics tests and other products that are subject to regulation by the U.S. FDA or state CLIA regulations, by other federal and state governmental agencies, by comparable agencies of other countries and regions and by regulations governing hazardous materials and drugs-of abuse, or the manufacture and sale of products containing any such materials. The global regulatory environment has become increasingly stringent and unpredictable. Several countries that did not have regulatory requirements for medical devices have established such requirements in recent years, and other countries have expanded, or plan to expand, their existing regulations, including implementation of IVDR regulations in Europe. Failure to meet these requirements may adversely impact our business and financial results in the applicable geographies.​26 Table of Contents Table of Contents Table of Contents In addition, changes to laws or regulations pertraining 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.Our business and financial results can be impaired by improper conduct by any of our employees, agents or business partners.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 States 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.Certain of our businesses are subject to extensive regulation by the U.S. FDA and by comparable agencies of other countries, as well as laws regulating fraud and abuse in the healthcare industry and the privacy and security of health information. Failure to comply with those regulations could adversely affect our business and financial results.Certain of our products are medical devices, diagnostics tests and other products that are subject to regulation by the U.S. FDA or state CLIA regulations, by other federal and state governmental agencies, by comparable agencies of other countries and regions and by regulations governing hazardous materials and drugs-of abuse, or the manufacture and sale of products containing any such materials. The global regulatory environment has become increasingly stringent and unpredictable. Several countries that did not have regulatory requirements for medical devices have established such requirements in recent years, and other countries have expanded, or plan to expand, their existing regulations, including implementation of IVDR regulations in Europe. Failure to meet these requirements may adversely impact our business and financial results in the applicable geographies.​ In addition, changes to laws or regulations pertraining 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.Our business and financial results can be impaired by improper conduct by any of our employees, agents or business partners.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 States 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.Certain of our businesses are subject to extensive regulation by the U.S. FDA and by comparable agencies of other countries, as well as laws regulating fraud and abuse in the healthcare industry and the privacy and security of health information. Failure to comply with those regulations could adversely affect our business and financial results.Certain of our products are medical devices, diagnostics tests and other products that are subject to regulation by the U.S. FDA or state CLIA regulations, by other federal and state governmental agencies, by comparable agencies of other countries and regions and by regulations governing hazardous materials and drugs-of abuse, or the manufacture and sale of products containing any such materials. The global regulatory environment has become increasingly stringent and unpredictable. Several countries that did not have regulatory requirements for medical devices have established such requirements in recent years, and other countries have expanded, or plan to expand, their existing regulations, including implementation of IVDR regulations in Europe. Failure to meet these requirements may adversely impact our business and financial results in the applicable geographies.​ In addition, changes to laws or regulations pertraining 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. --- ## Modified: Useful Life **Key changes:** - Reworded sentence: "​ June 30, ​ ​ (years) ​ 2025 ​ 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ Developed technology 9 - 15 ​ $ 620,062 ​ $ 675,674 Trade names 2 - 15 ​ 152,648 ​ 151,561 Customer relationships 7 - 16 ​ 212,800 ​ 211,276 Patents 10 ​ 4,967 ​ 4,343 Other intangibles 5 - 15 ​ 7,174 ​ 12,006 Definite-lived intangible assets ​ ​ ​ 997,651 ​ 1,054,860 Accumulated amortization ​ ​ ​ (632,052) ​ (547,779) Total intangible assets, net ​ ​ ​ $ 365,599 ​ $ 507,081 ​ Changes to the carrying amount of net intangible assets consist of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ 2025 ​ 2024 ​ ​ ​ ​ ​ ​ ​ Beginning balance ​ $ 507,081 ​ $ 534,645 Acquisitons ​ ​ - ​ ​ 66,400 Other additions ​ 547 ​ 950 Amortization expense ​ (76,043) ​ (79,854) Restructuring impairment(1) Restructuring impairment ​ ​ (73,350) ​ ​ (14,323) Currency translation ​ ​ 7,364 ​ ​ (737) Ending balance ​ $ 365,599 ​ $ 507,081 Amortization expense related to developed technologies included in Cost of sales was $44.0 million, $46.6 million, and $44.3 million in fiscal 2025, 2024, and 2023, respectively." **Prior (2024):** ​ June 30, ​ ​ (years) ​ 2024 ​ 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ Developed technology 9 - 15 ​ $ 675,674 ​ $ 616,311 Tradenames 2 - 20 ​ 151,561 ​ 146,945 Customer relationships 7 - 16 ​ 211,276 ​ 213,878 Patents 10 ​ 4,343 ​ 3,815 Other intangibles 5 - 15 ​ 12,006 ​ 11,566 Definite-lived intangible assets ​ ​ ​ 1,054,860 ​ 992,515 Accumulated amortization ​ ​ ​ (547,779) ​ (480,570) Definite-lived intangibles assets, net ​ ​ ​ 507,081 ​ 511,945 In process research and development(1) ​ ​ ​ - ​ 22,700 Total intangible assets, net ​ ​ ​ $ 507,081 ​ $ 534,645 ​ (1)The in process research and development has been placed into service and is included within Developed technology. The amortization period for this developed technology asset is estimated to be 14 years. Changes to the carrying amount of net intangible assets consist of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ 2024 ​ 2023 ​ ​ ​ ​ ​ ​ ​ Beginning balance ​ $ 534,645 ​ $ 531,522 Acquisitions ​ 66,400 ​ 75,600 Other additions(1) ​ 950 ​ 5,710 Held-for-sale intangibles(2) ​ ​ (14,323) ​ ​ - Amortization expense ​ (79,854) ​ (77,491) Currency translation ​ ​ (737) ​ ​ (696) Ending balance ​ $ 507,081 ​ $ 534,645 ​ (1)Includes the purchase of a $4.6 million intangible asset from Wilson Wolf, an equity method investee of the Company during the year-ended June 30, 2023. This asset will be amortized over a life of 10 years. (2)Refer to Note 1 for further detail on held-for-sale intangibles. Amortization expense related to developed technologies included in cost of sales was $46.6 million, $44.3 million, and $40.6 million in fiscal 2024, 2023, and 2022, respectively. Amortization expense related to trade names, customer 65 65 Table of Contentsrelationships, non-compete agreements, and patents included in selling, general and administrative expense was $33.2 million, $33.2 million, and $33.5 million, in fiscal 2024, 2023, and 2022 respectively.The estimated future amortization expense for intangible assets as of June 30, 2024 is as follows (in thousands):​​​​2025 $ 77,2592026​ 73,2972027​ 63,1382028​ 59,4912029​ 46,923Thereafter​ 186,973Total​$ 507,081​Goodwill:​Changes in goodwill by segment and in total consist of (in thousands):​​​​​​​​​​​ ​ Diagnostics and ​​​Protein Sciences​ Genomics​TotalJune 30, 2022 $ 376,493​$ 445,608​$ 822,101Acquisitions​ 51,257​​ - ​ 51,257Currency translation​ (723)​​ 102​ (621)June 30, 2023​$ 427,027​$ 445,710​$ 872,737Acquisitions​ - ​​ 104,650​​ 104,650Held-for-sale goodwill(1)​​ (1,400)​​ - ​​ (1,400)Currency translation​ (2,178)​​ (1,146)​​ (3,324)June 30, 2024​$ 423,449​$ 549,214​$ 972,663​(1) Refer to Note 1 for further detail on goodwill reclassified to current assets held-for-sale. Other Assets:​Other assets consist of (in thousands): ​​​​​​​​ June 30, ​ 2024​2023​​​​​​​Equity method investment in Wilson Wolf​$ 242,337​$ 255,857Derivative instruments​​ 9,813​​ 16,857Long-term inventory​​ 5,718​​ 5,387Other​ 6,397​ 7,201Other assets​$ 264,265​$ 285,302​Supplemental Cash Flow Information:Supplemental cash flow information was as follows (in thousands):​​​​​​​​​​​ Year Ended June 30, ​ 2024 2023 2022Income taxes paid​$ 65,254​$ 88,428​$ 30,341Interest paid​ 14,502​ 8,368​ 11,027​​66 Table of Contents Table of Contents Table of Contents relationships, non-compete agreements, and patents included in selling, general and administrative expense was $33.2 million, $33.2 million, and $33.5 million, in fiscal 2024, 2023, and 2022 respectively.The estimated future amortization expense for intangible assets as of June 30, 2024 is as follows (in thousands):​​​​2025 $ 77,2592026​ 73,2972027​ 63,1382028​ 59,4912029​ 46,923Thereafter​ 186,973Total​$ 507,081​Goodwill:​Changes in goodwill by segment and in total consist of (in thousands):​​​​​​​​​​​ ​ Diagnostics and ​​​Protein Sciences​ Genomics​TotalJune 30, 2022 $ 376,493​$ 445,608​$ 822,101Acquisitions​ 51,257​​ - ​ 51,257Currency translation​ (723)​​ 102​ (621)June 30, 2023​$ 427,027​$ 445,710​$ 872,737Acquisitions​ - ​​ 104,650​​ 104,650Held-for-sale goodwill(1)​​ (1,400)​​ - ​​ (1,400)Currency translation​ (2,178)​​ (1,146)​​ (3,324)June 30, 2024​$ 423,449​$ 549,214​$ 972,663​(1) Refer to Note 1 for further detail on goodwill reclassified to current assets held-for-sale. Other Assets:​Other assets consist of (in thousands): ​​​​​​​​ June 30, ​ 2024​2023​​​​​​​Equity method investment in Wilson Wolf​$ 242,337​$ 255,857Derivative instruments​​ 9,813​​ 16,857Long-term inventory​​ 5,718​​ 5,387Other​ 6,397​ 7,201Other assets​$ 264,265​$ 285,302​Supplemental Cash Flow Information:Supplemental cash flow information was as follows (in thousands):​​​​​​​​​​​ Year Ended June 30, ​ 2024 2023 2022Income taxes paid​$ 65,254​$ 88,428​$ 30,341Interest paid​ 14,502​ 8,368​ 11,027​​ relationships, non-compete agreements, and patents included in selling, general and administrative expense was $33.2 million, $33.2 million, and $33.5 million, in fiscal 2024, 2023, and 2022 respectively. The estimated future amortization expense for intangible assets as of June 30, 2024 is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 $ 77,259 2026 ​ 73,297 2027 ​ 63,138 2028 ​ 59,491 2029 ​ 46,923 Thereafter ​ 186,973 Total ​ $ 507,081 ​ Goodwill: ​ Changes in goodwill by segment and in total consist of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diagnostics and ​ ​ ​ Protein Sciences ​ Genomics ​ Total June 30, 2022 $ 376,493 ​ $ 445,608 ​ $ 822,101 Acquisitions ​ 51,257 ​ ​ - ​ 51,257 Currency translation ​ (723) ​ ​ 102 ​ (621) June 30, 2023 ​ $ 427,027 ​ $ 445,710 ​ $ 872,737 Acquisitions ​ - ​ ​ 104,650 ​ ​ 104,650 Held-for-sale goodwill(1) ​ ​ (1,400) ​ ​ - ​ ​ (1,400) Currency translation ​ (2,178) ​ ​ (1,146) ​ ​ (3,324) June 30, 2024 ​ $ 423,449 ​ $ 549,214 ​ $ 972,663 ​(1) Refer to Note 1 for further detail on goodwill reclassified to current assets held-for-sale. ​ Other Assets: ​ Other assets consist of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ 2024 ​ 2023 ​ ​ ​ ​ ​ ​ ​ Equity method investment in Wilson Wolf ​ $ 242,337 ​ $ 255,857 Derivative instruments Derivative instruments ​ ​ 9,813 ​ ​ 16,857 Long-term inventory ​ ​ 5,718 ​ ​ 5,387 Other ​ 6,397 ​ 7,201 Other assets ​ $ 264,265 ​ $ 285,302 ​ Supplemental Cash Flow Information: Supplemental cash flow information was as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ **Current (2025):** ​ June 30, ​ ​ (years) ​ 2025 ​ 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ Developed technology 9 - 15 ​ $ 620,062 ​ $ 675,674 Trade names 2 - 15 ​ 152,648 ​ 151,561 Customer relationships 7 - 16 ​ 212,800 ​ 211,276 Patents 10 ​ 4,967 ​ 4,343 Other intangibles 5 - 15 ​ 7,174 ​ 12,006 Definite-lived intangible assets ​ ​ ​ 997,651 ​ 1,054,860 Accumulated amortization ​ ​ ​ (632,052) ​ (547,779) Total intangible assets, net ​ ​ ​ $ 365,599 ​ $ 507,081 ​ Changes to the carrying amount of net intangible assets consist of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ 2025 ​ 2024 ​ ​ ​ ​ ​ ​ ​ Beginning balance ​ $ 507,081 ​ $ 534,645 Acquisitons ​ ​ - ​ ​ 66,400 Other additions ​ 547 ​ 950 Amortization expense ​ (76,043) ​ (79,854) Restructuring impairment(1) Restructuring impairment ​ ​ (73,350) ​ ​ (14,323) Currency translation ​ ​ 7,364 ​ ​ (737) Ending balance ​ $ 365,599 ​ $ 507,081 Amortization expense related to developed technologies included in Cost of sales was $44.0 million, $46.6 million, and $44.3 million in fiscal 2025, 2024, and 2023, respectively. Amortization expense related to trade names, customer relationships, non-compete agreements, and patents included in Selling, general and administrative expense was $31.3 million, $33.2 million, and $33.2 million, in fiscal 2025, 2024, and 2023, respectively. 63 63 Table of ContentsThe estimated future amortization expense for intangible assets as of June 30, 2025 is as follows (in thousands):​​​​2026 $ 61,7982027​ 58,7052028​ 54,9742029​ 40,8762030​ 26,917Thereafter​ 122,329Total​$ 365,599​Goodwill:​Changes in goodwill by segment and in total consist of (in thousands):​​​​​​​​​​​ ​ Diagnostics and ​​​Protein Sciences​ Spatial Biology​TotalJune 30, 2023 $ 427,027​$ 445,710​$ 872,737Acquisitions​ - ​​ 104,650​ 104,650Held-for-sale goodwill(1)​​ (1,400)​​ - ​​ (1,400)Currency translation​ (2,178)​​ (1,146)​ (3,324)June 30, 2024​$ 423,449​$ 549,214​$ 972,663Held-for-sale goodwill(1)​​ - ​​ (4,488)​​ (4,488)Currency translation​ 3,327​​ 9,433​​ 12,760June 30, 2025​$ 426,776​$ 554,159​$ 980,935(1)Refer to Note 14 for further detail on goodwill reclassified to current assets held-for-sale. Other Assets:​Other assets consist of (in thousands): ​​​​​​​​ June 30, ​ 2025​2024​​​​​​​Equity method investment in Wilson Wolf​$ 235,983​$ 242,337Derivative instruments​​ 2,843​​ 9,813Long-term inventory​​ 5,822​​ 5,718Investment in Spear Bio​​ 15,000​​ - Other​ 13,961​ 6,397Other assets​$ 273,609​$ 264,265​Supplemental Cash Flow Information:Supplemental cash flow information is as follows (in thousands):​​​​​​​​​​​ Year Ended June 30, ​ 2025 2024 2023Income taxes paid​$ 74,357​$ 65,254​$ 88,428Interest paid​ 18,955​ 14,502​ 8,368​​Note 4. Acquisitions:We periodically complete business combinations that align with our business strategy. Acquisitions are accounted for using the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed be recognized at fair value as of the acquisition date and that the results of operations of each acquired business be included 64 Table of Contents Table of Contents Table of Contents The estimated future amortization expense for intangible assets as of June 30, 2025 is as follows (in thousands):​​​​2026 $ 61,7982027​ 58,7052028​ 54,9742029​ 40,8762030​ 26,917Thereafter​ 122,329Total​$ 365,599​Goodwill:​Changes in goodwill by segment and in total consist of (in thousands):​​​​​​​​​​​ ​ Diagnostics and ​​​Protein Sciences​ Spatial Biology​TotalJune 30, 2023 $ 427,027​$ 445,710​$ 872,737Acquisitions​ - ​​ 104,650​ 104,650Held-for-sale goodwill(1)​​ (1,400)​​ - ​​ (1,400)Currency translation​ (2,178)​​ (1,146)​ (3,324)June 30, 2024​$ 423,449​$ 549,214​$ 972,663Held-for-sale goodwill(1)​​ - ​​ (4,488)​​ (4,488)Currency translation​ 3,327​​ 9,433​​ 12,760June 30, 2025​$ 426,776​$ 554,159​$ 980,935(1)Refer to Note 14 for further detail on goodwill reclassified to current assets held-for-sale. Other Assets:​Other assets consist of (in thousands): ​​​​​​​​ June 30, ​ 2025​2024​​​​​​​Equity method investment in Wilson Wolf​$ 235,983​$ 242,337Derivative instruments​​ 2,843​​ 9,813Long-term inventory​​ 5,822​​ 5,718Investment in Spear Bio​​ 15,000​​ - Other​ 13,961​ 6,397Other assets​$ 273,609​$ 264,265​Supplemental Cash Flow Information:Supplemental cash flow information is as follows (in thousands):​​​​​​​​​​​ Year Ended June 30, ​ 2025 2024 2023Income taxes paid​$ 74,357​$ 65,254​$ 88,428Interest paid​ 18,955​ 14,502​ 8,368​​Note 4. Acquisitions:We periodically complete business combinations that align with our business strategy. Acquisitions are accounted for using the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed be recognized at fair value as of the acquisition date and that the results of operations of each acquired business be included The estimated future amortization expense for intangible assets as of June 30, 2025 is as follows (in thousands):​​​​2026 $ 61,7982027​ 58,7052028​ 54,9742029​ 40,8762030​ 26,917Thereafter​ 122,329Total​$ 365,599​Goodwill:​Changes in goodwill by segment and in total consist of (in thousands):​​​​​​​​​​​ ​ Diagnostics and ​​​Protein Sciences​ Spatial Biology​TotalJune 30, 2023 $ 427,027​$ 445,710​$ 872,737Acquisitions​ - ​​ 104,650​ 104,650Held-for-sale goodwill(1)​​ (1,400)​​ - ​​ (1,400)Currency translation​ (2,178)​​ (1,146)​ (3,324)June 30, 2024​$ 423,449​$ 549,214​$ 972,663Held-for-sale goodwill(1)​​ - ​​ (4,488)​​ (4,488)Currency translation​ 3,327​​ 9,433​​ 12,760June 30, 2025​$ 426,776​$ 554,159​$ 980,935(1)Refer to Note 14 for further detail on goodwill reclassified to current assets held-for-sale. Other Assets:​Other assets consist of (in thousands): ​​​​​​​​ June 30, ​ 2025​2024​​​​​​​Equity method investment in Wilson Wolf​$ 235,983​$ 242,337Derivative instruments​​ 2,843​​ 9,813Long-term inventory​​ 5,822​​ 5,718Investment in Spear Bio​​ 15,000​​ - Other​ 13,961​ 6,397Other assets​$ 273,609​$ 264,265​Supplemental Cash Flow Information:Supplemental cash flow information is as follows (in thousands):​​​​​​​​​​​ Year Ended June 30, ​ 2025 2024 2023Income taxes paid​$ 74,357​$ 65,254​$ 88,428Interest paid​ 18,955​ 14,502​ 8,368​​Note 4. Acquisitions:We periodically complete business combinations that align with our business strategy. Acquisitions are accounted for using the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed be recognized at fair value as of the acquisition date and that the results of operations of each acquired business be included The estimated future amortization expense for intangible assets as of June 30, 2025 is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2026 $ 61,798 2027 ​ 58,705 2028 ​ 54,974 2029 ​ 40,876 2030 ​ 26,917 Thereafter ​ 122,329 Total ​ $ 365,599 ​ Goodwill: ​ Changes in goodwill by segment and in total consist of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diagnostics and ​ ​ ​ Protein Sciences ​ Spatial Biology ​ Total June 30, 2023 $ 427,027 ​ $ 445,710 ​ $ 872,737 Acquisitions ​ - ​ ​ 104,650 ​ 104,650 Held-for-sale goodwill(1) ​ ​ (1,400) ​ ​ - ​ ​ (1,400) Currency translation ​ (2,178) ​ ​ (1,146) ​ (3,324) June 30, 2024 ​ $ 423,449 ​ $ 549,214 ​ $ 972,663 Held-for-sale goodwill(1) ​ ​ - ​ ​ (4,488) ​ ​ (4,488) Currency translation ​ 3,327 ​ ​ 9,433 ​ ​ 12,760 June 30, 2025 ​ $ 426,776 ​ $ 554,159 ​ $ 980,935 Other Assets: ​ Other assets consist of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ 2025 ​ 2024 ​ ​ ​ ​ ​ ​ ​ Equity method investment in Wilson Wolf ​ $ 235,983 ​ $ 242,337 Derivative instruments Derivative instruments ​ ​ 2,843 ​ ​ 9,813 Long-term inventory ​ ​ 5,822 ​ ​ 5,718 Investment in Spear Bio ​ ​ 15,000 ​ ​ - Other ​ 13,961 ​ 6,397 Other assets ​ $ 273,609 ​ $ 264,265 ​ Supplemental Cash Flow Information: Supplemental cash flow information is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## Modified: Year Ended June 30, **Key changes:** - Reworded sentence: "​ ​ 2025 ​ 2024 ​ 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Protein Sciences ​ $ 230,046 ​ $ 217,595 ​ $ 203,834 Diagnostics and Spatial Biology ​ 136,103 ​ 127,131 ​ 101,805 Total segment expenses ​ 366,149 ​ 344,726 ​ 305,639 Amortization of intangibles ​ 31,285 ​ 31,710 ​ 32,076 Acquisition related expenses ​ 11,672 ​ 6,980 ​ (9,965) Certain litigation charges ​ ​ 41,827 ​ ​ 3,506 ​ ​ - Restructuring and restructuring-related costs ​ 8,137 ​ 8,896 ​ 3,829 Stock-based compensation ​ 40,860 ​ 39,452 ​ 40,269 Impairment of assets held-for-sale ​ ​ 80,503 ​ ​ 21,963 ​ ​ - Corporate selling, general and administrative expenses ​ 8,088 ​ 9,142 ​ 6,530 Total selling, general and administrative expenses ​ $ 588,521 ​ $ 466,375 ​ $ 378,378 ​" **Prior (2024):** ​ 2024 2023 2022 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 1 % 5 % 17 % Acquisitions sales growth 1 % 0 % 3 % Impact of foreign currency fluctuations 0 % (2) % (1) % Impact of business held for sale ​ 0 % - % - % Consolidated net sales growth 2 % 3 % 19 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ **Current (2025):** ​ 2025 2024 2023 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 5 % 1 % 5 % Acquisitions sales growth 0 % 1 % 0 % Impact of foreign currency fluctuations 0 % 0 % (2) % Impact of business held for sale ​ 0 % 0 % - % Consolidated net sales growth 5 % 2 % 3 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## Modified: Holders of Common Stock and Dividends Paid **Key changes:** - Reworded sentence: "As of August 12, 2025, there were over 170,000 beneficial shareholders of the Company's common stock and over 110 shareholders of record." - Reworded sentence: "30 30 Table of ContentsIssuer Purchases of Equity SecuritiesThe Company's repurchase plan approved by the Board on February 2, 2022, granted management the discretion to mitigate the dilutive effect of stock option exercises." **Prior (2024):** As of August 16, 2024, there were over 160,000 beneficial shareholders of the Company's common stock and over 110 shareholders of record. The Company paid annual cash dividends totaling $50.4 million, $50.3 million, and $50.2 million in fiscal 2024, 2023, and 2022, respectively. The Board of Directors periodically considers the payment of cash dividends, and there is no guarantee that the Company will pay comparable cash dividends, or any cash dividends, in the future. On August 31, 2022, the Company entered into an amended and restated Credit Agreement that provides for a revolving credit facility of $1 billion, which can be increased by an additional $400 million subject to certain conditions. The credit facility is governed by a Credit Agreement dated August 31, 2022 and matures on August 31, 2027. The Credit Agreement that governs the revolving line of credit contains customary events of default and would prohibit payment of dividends to Company shareholders in the event of a default thereunder. 32 32 Table of ContentsIssuer Purchases of Equity SecuritiesThe Company's repurchase plan approved by the Board on February 2, 2022, granted management the discretion to mitigate the dilutive effect of stock option exercises. The plan authorizes the Company to purchase up to $400 million in stock. The table below sets forth certain information regarding our purchases of common stock in open market transactions during fiscal year 2024. ​​​​​​​​​​​Period​Total Number of Shares Purchased​​Average Price Paid per Share​Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs​​Maximum Dollar Amount of Shares that May Yet Be Purchased Under the Plans or ProgramsJuly 1 - July 31, 2023​ - ​$ - ​ - ​$ 260,780,968August 1 - August 31, 2023​ - ​​ - ​ - ​​ 260,780,968September 1 - September 30, 2023​ - ​​ - ​ - ​​ 260,780,968 July 1 - September 30, 2023​ - ​​ - ​ - ​​​October 1 - 31, 2023​ - ​​ - ​ - ​​ 260,780,968November 1 - 30, 2023 1,397,471​​ 57.28​ 1,397,471​​ 180,739,094December 1 - 31, 2023​ - ​​ - ​ - ​​ 180,739,094 October 1 - December 31, 2023​ 1,397,471​​ 57.28​ 1,397,471​​​January 1 - 31, 2024​ - ​​ - ​ - ​​ 180,739,094February 1 - 29, 2024 - ​​ - ​ - ​​ 180,739,094March 1 - 31, 2024​ - ​​ - ​ - ​​ 180,739,094 January 1 - March 31, 2024​ - ​​ - ​ - ​​​April 1 - 30, 2024​ - ​​ - ​ - ​​ 180,739,094May 1 - 31, 2024​ - ​​ - ​ - ​​ 180,739,094June 1 - 30, 2024​ - ​​ - ​ - ​​ 180,739,094 April 1 - June 30, 2024​ - ​​ - ​ - ​​​ July 1, 2023 - June 30, 2024​ 1,397,471​​ 57.28​ 1,397,471​​​​​33 Table of Contents Table of Contents Table of Contents Issuer Purchases of Equity SecuritiesThe Company's repurchase plan approved by the Board on February 2, 2022, granted management the discretion to mitigate the dilutive effect of stock option exercises. The plan authorizes the Company to purchase up to $400 million in stock. The table below sets forth certain information regarding our purchases of common stock in open market transactions during fiscal year 2024. ​​​​​​​​​​​Period​Total Number of Shares Purchased​​Average Price Paid per Share​Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs​​Maximum Dollar Amount of Shares that May Yet Be Purchased Under the Plans or ProgramsJuly 1 - July 31, 2023​ - ​$ - ​ - ​$ 260,780,968August 1 - August 31, 2023​ - ​​ - ​ - ​​ 260,780,968September 1 - September 30, 2023​ - ​​ - ​ - ​​ 260,780,968 July 1 - September 30, 2023​ - ​​ - ​ - ​​​October 1 - 31, 2023​ - ​​ - ​ - ​​ 260,780,968November 1 - 30, 2023 1,397,471​​ 57.28​ 1,397,471​​ 180,739,094December 1 - 31, 2023​ - ​​ - ​ - ​​ 180,739,094 October 1 - December 31, 2023​ 1,397,471​​ 57.28​ 1,397,471​​​January 1 - 31, 2024​ - ​​ - ​ - ​​ 180,739,094February 1 - 29, 2024 - ​​ - ​ - ​​ 180,739,094March 1 - 31, 2024​ - ​​ - ​ - ​​ 180,739,094 January 1 - March 31, 2024​ - ​​ - ​ - ​​​April 1 - 30, 2024​ - ​​ - ​ - ​​ 180,739,094May 1 - 31, 2024​ - ​​ - ​ - ​​ 180,739,094June 1 - 30, 2024​ - ​​ - ​ - ​​ 180,739,094 April 1 - June 30, 2024​ - ​​ - ​ - ​​​ July 1, 2023 - June 30, 2024​ 1,397,471​​ 57.28​ 1,397,471​​​​​ **Current (2025):** As of August 12, 2025, there were over 170,000 beneficial shareholders of the Company's common stock and over 110 shareholders of record. The Company paid annual cash dividends totaling $50.4 million, $50.4 million, and $50.3 million in fiscal 2025, 2024, and 2023, respectively. The Board of Directors periodically considers the payment of cash dividends, and there is no guarantee that the Company will pay comparable cash dividends, or any cash dividends, in the future. On August 31, 2022, the Company entered into an amended and restated Credit Agreement that provides for a revolving credit facility of $1 billion, which can be increased by an additional $400 million subject to certain conditions. The credit facility is governed by a Credit Agreement dated August 31, 2022 and matures on August 31, 2027. The Credit Agreement that governs the revolving line of credit contains customary events of default and would prohibit payment of dividends to Company shareholders in the event of a default thereunder. 30 30 Table of ContentsIssuer Purchases of Equity SecuritiesThe Company's repurchase plan approved by the Board on February 2, 2022, granted management the discretion to mitigate the dilutive effect of stock option exercises. The plan authorized the Company to purchase up to $400 million in stock. Additionally, the Board approved a new share repurchase plan on April 30, 2025, to replace the previous share repurchase plan, that authorizes the Company to purchase up to $500 million of the Company's stock. The table below sets forth certain information regarding our purchases of common stock in open market transactions during fiscal 2025. ​​​​​​​​​​​Period​Total Number of Shares Purchased​​Average Price Paid per Share​Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs​​Maximum Dollar Amount of Shares that May Yet Be Purchased Under the Plans or ProgramsJuly 1 - July 31, 2024​ - ​$ - ​ - ​$ 180,739,094August 1 - August 31, 2024​ - ​​ - ​ - ​​ 180,739,094September 1 - September 30, 2024​ - ​​ - ​ - ​​ 180,739,094 July 1 - September 30, 2024​ - ​​ - ​ - ​​​October 1 - 31, 2024​ - ​​ - ​ - ​​ 180,739,094November 1 - 30, 2024 1,118,492​​ 67.62​ 1,118,492​​ 105,110,738December 1 - 31, 2024​ - ​​ - ​ - ​​ 105,110,738 October 1 - December 31, 2024​ 1,118,492​​ 67.62​ 1,118,492​​​January 1 - 31, 2025​ - ​​ - ​ - ​​ 105,110,738February 1 - 29, 2025 1,488,563​​ 67.21​ 1,488,563​​ 5,066,126March 1 - 31, 2025​ - ​​ - ​ - ​​ 5,066,126 January 1 - March 31, 2025​ 1,488,563​​ 67.21​ 1,488,563​​​April 1 - 30, 2025​ - ​​ - ​ - ​​ 505,066,126May 1 - 31, 2025​ 1,943,140​​ 51.49​ 1,943,140​​ 405,007,867June 1 - 30, 2025​ - ​​ - ​ - ​​ 405,007,867 April 1 - June 30, 2025​ 1,943,140​​ 51.49​ 1,943,140​​​ July 1, 2024 - June 30, 2025​ 4,550,195​​ 60.60​ 4,550,195​​​​​31 Table of Contents Table of Contents Table of Contents Issuer Purchases of Equity SecuritiesThe Company's repurchase plan approved by the Board on February 2, 2022, granted management the discretion to mitigate the dilutive effect of stock option exercises. The plan authorized the Company to purchase up to $400 million in stock. Additionally, the Board approved a new share repurchase plan on April 30, 2025, to replace the previous share repurchase plan, that authorizes the Company to purchase up to $500 million of the Company's stock. The table below sets forth certain information regarding our purchases of common stock in open market transactions during fiscal 2025. ​​​​​​​​​​​Period​Total Number of Shares Purchased​​Average Price Paid per Share​Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs​​Maximum Dollar Amount of Shares that May Yet Be Purchased Under the Plans or ProgramsJuly 1 - July 31, 2024​ - ​$ - ​ - ​$ 180,739,094August 1 - August 31, 2024​ - ​​ - ​ - ​​ 180,739,094September 1 - September 30, 2024​ - ​​ - ​ - ​​ 180,739,094 July 1 - September 30, 2024​ - ​​ - ​ - ​​​October 1 - 31, 2024​ - ​​ - ​ - ​​ 180,739,094November 1 - 30, 2024 1,118,492​​ 67.62​ 1,118,492​​ 105,110,738December 1 - 31, 2024​ - ​​ - ​ - ​​ 105,110,738 October 1 - December 31, 2024​ 1,118,492​​ 67.62​ 1,118,492​​​January 1 - 31, 2025​ - ​​ - ​ - ​​ 105,110,738February 1 - 29, 2025 1,488,563​​ 67.21​ 1,488,563​​ 5,066,126March 1 - 31, 2025​ - ​​ - ​ - ​​ 5,066,126 January 1 - March 31, 2025​ 1,488,563​​ 67.21​ 1,488,563​​​April 1 - 30, 2025​ - ​​ - ​ - ​​ 505,066,126May 1 - 31, 2025​ 1,943,140​​ 51.49​ 1,943,140​​ 405,007,867June 1 - 30, 2025​ - ​​ - ​ - ​​ 405,007,867 April 1 - June 30, 2025​ 1,943,140​​ 51.49​ 1,943,140​​​ July 1, 2024 - June 30, 2025​ 4,550,195​​ 60.60​ 4,550,195​​​​​ Issuer Purchases of Equity SecuritiesThe Company's repurchase plan approved by the Board on February 2, 2022, granted management the discretion to mitigate the dilutive effect of stock option exercises. The plan authorized the Company to purchase up to $400 million in stock. Additionally, the Board approved a new share repurchase plan on April 30, 2025, to replace the previous share repurchase plan, that authorizes the Company to purchase up to $500 million of the Company's stock. The table below sets forth certain information regarding our purchases of common stock in open market transactions during fiscal 2025. ​​​​​​​​​​​Period​Total Number of Shares Purchased​​Average Price Paid per Share​Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs​​Maximum Dollar Amount of Shares that May Yet Be Purchased Under the Plans or ProgramsJuly 1 - July 31, 2024​ - ​$ - ​ - ​$ 180,739,094August 1 - August 31, 2024​ - ​​ - ​ - ​​ 180,739,094September 1 - September 30, 2024​ - ​​ - ​ - ​​ 180,739,094 July 1 - September 30, 2024​ - ​​ - ​ - ​​​October 1 - 31, 2024​ - ​​ - ​ - ​​ 180,739,094November 1 - 30, 2024 1,118,492​​ 67.62​ 1,118,492​​ 105,110,738December 1 - 31, 2024​ - ​​ - ​ - ​​ 105,110,738 October 1 - December 31, 2024​ 1,118,492​​ 67.62​ 1,118,492​​​January 1 - 31, 2025​ - ​​ - ​ - ​​ 105,110,738February 1 - 29, 2025 1,488,563​​ 67.21​ 1,488,563​​ 5,066,126March 1 - 31, 2025​ - ​​ - ​ - ​​ 5,066,126 January 1 - March 31, 2025​ 1,488,563​​ 67.21​ 1,488,563​​​April 1 - 30, 2025​ - ​​ - ​ - ​​ 505,066,126May 1 - 31, 2025​ 1,943,140​​ 51.49​ 1,943,140​​ 405,007,867June 1 - 30, 2025​ - ​​ - ​ - ​​ 405,007,867 April 1 - June 30, 2025​ 1,943,140​​ 51.49​ 1,943,140​​​ July 1, 2024 - June 30, 2025​ 4,550,195​​ 60.60​ 4,550,195​​​​​ --- ## Modified: Year Ended June 30, **Key changes:** - Reworded sentence: "​ ​ 2025 ​ 2024 ​ 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales ​ $ 1,219,635 ​ $ 1,159,060 ​ $ 1,136,702 Cost of sales ​ 429,363 ​ 389,335 ​ 366,887 Gross margin ​ 790,272 ​ 769,725 ​ 769,815 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating expenses: ​ ​ ​ Selling, general and administrative ​ 588,521 ​ 466,375 ​ 378,378 Research and development ​ 99,496 ​ 96,664 ​ 92,493 Total operating expenses ​ 688,017 ​ 563,039 ​ 470,871 Operating income ​ 102,255 ​ 206,686 ​ 298,944 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense) ​ ​ ​ ​ ​ ​ ​ Interest expense ​ (8,509) ​ (15,736) ​ (11,215) Interest income ​ 3,886 ​ 3,323 ​ 3,410 Other non-operating income (expense), net ​ 831 ​ (8,584) ​ 47,520 Total other income (expense), net ​ (3,792) ​ (20,997) ​ 39,715 Earnings before income taxes ​ 98,463 ​ 185,689 ​ 338,659 Income taxes ​ 25,063 ​ 17,584 ​ 53,217 Net earnings ​ ​ 73,400 ​ $ 168,105 ​ $ 285,442 Net earnings attributable to noncontrolling interest ​ ​ - ​ ​ - ​ ​ 179 Net earnings attributable to Bio-Techne ​ $ 73,400 ​ ​ 168,105 ​ ​ 285,263 Other comprehensive income (loss): ​ ​ ​ Foreign currency translation income (loss) ​ 24,002 ​ (7,492) ​ 4,191 Foreign currency translation reclassified to earnings with Eminence deconsolidation ​ ​ - ​ ​ - ​ ​ 119 Unrealized gains (losses) on derivative instruments - cash flow hedges, net of tax ​ (5,566) ​ (4,760) ​ 4,793 Other comprehensive income (loss) ​ 18,436 ​ (12,252) ​ 9,103 Other comprehensive income (loss) attributable to noncontrolling interest ​ - ​ - ​ (33) Other comprehensive income (loss) attributable to Bio-Techne ​ 18,436 ​ (12,252) ​ 9,136 Comprehensive income ​ $ 91,836 ​ $ 155,853 ​ $ 294,399 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ 0.47 ​ $ 1.07 ​ $ 1.81 Diluted ​ $ 0.46 ​ $ 1.05 ​ $ 1.76 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average common shares outstanding: ​ ​ ​ Basic ​ 157,521 ​ 157,708 ​ 157,179 Diluted ​ 159,717 ​ 160,774 ​ 161,855 ​ See Notes to Consolidated Financial Statements." **Prior (2024):** ​ 2024 2023 2022 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 1 % 5 % 17 % Acquisitions sales growth 1 % 0 % 3 % Impact of foreign currency fluctuations 0 % (2) % (1) % Impact of business held for sale ​ 0 % - % - % Consolidated net sales growth 2 % 3 % 19 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ **Current (2025):** ​ 2025 2024 2023 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 5 % 1 % 5 % Acquisitions sales growth 0 % 1 % 0 % Impact of foreign currency fluctuations 0 % 0 % (2) % Impact of business held for sale ​ 0 % 0 % - % Consolidated net sales growth 5 % 2 % 3 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## Modified: Note 3. Supplemental Balance Sheet and Cash Flow Information: **Key changes:** - Reworded sentence: "Inventories: Inventories consist of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ 2025 2024 ​ ​ ​ ​ ​ ​ ​ Raw materials ​ $ 89,080 ​ $ 79,377 Finished goods(1) ​ 106,188 ​ 106,072 Inventories, net ​ $ 195,268 ​ $ 185,449 62 62 Table of ContentsProperty and Equipment:Property and equipment consist of (in thousands):​​​​​​​​ June 30, ​ 2025 2024Land​$ 8,151​$ 8,150Buildings and improvements​ 254,355​ 243,863Machinery and equipment ​​ 245,924​ 215,948Construction in progress​ 23,420​​ 39,749Property and equipment, cost​ 531,850​ 507,710Accumulated depreciation and amortization​ (286,131)​ (256,556)Property and equipment, net​$ 245,719​$ 251,154​Depreciation expense was $34.6 million, $31.9 million, and $29.7 million in fiscal 2025, 2024, and 2023, respectively." **Prior (2024):** Inventories: Inventories consist of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ 2024 2023 ​ ​ ​ ​ ​ ​ ​ Raw materials ​ $ 79,377 ​ $ 84,551 Finished goods(1) ​ 106,072 ​ 92,474 Inventories, net ​ $ 185,449 ​ $ 177,025 64 64 Table of ContentsProperty and Equipment:Property and equipment consist of (in thousands):​​​​​​​​​June 30, ​​2024 2023Land​$ 8,150​$ 9,100Buildings and improvements​ 243,863​ 245,302Machinery and equipment ​​ 215,948​ 190,019Construction in progress​ 39,749​​ 15,491Property and equipment, cost​ 507,710​ 459,912Accumulated depreciation and amortization​ (256,556)​ (233,712)Property and equipment, net​$ 251,154​$ 226,200​Intangibles assets were comprised of the following (in thousands):​​​​​​​​​​​Useful Life​June 30, ​​(years)​2024​2023​​​​​​​​​Developed technology 9 - 15​$ 675,674​$ 616,311Tradenames 2 - 20​ 151,561​ 146,945Customer relationships 7 - 16​ 211,276​ 213,878Patents 10​ 4,343​ 3,815Other intangibles 5 - 15​ 12,006​ 11,566Definite-lived intangible assets​​​ 1,054,860​ 992,515Accumulated amortization​​​ (547,779)​ (480,570)Definite-lived intangibles assets, net​​​ 507,081​ 511,945In process research and development(1)​​​ - ​ 22,700Total intangible assets, net​​​$ 507,081​$ 534,645​(1)The in process research and development has been placed into service and is included within Developed technology. The amortization period for this developed technology asset is estimated to be 14 years.Changes to the carrying amount of net intangible assets consist of (in thousands):​​​​​​​​ June 30, ​​2024​2023​​​​​​​Beginning balance​$ 534,645​$ 531,522Acquisitions​ 66,400​ 75,600Other additions(1)​ 950​ 5,710Held-for-sale intangibles(2)​​ (14,323)​​ - Amortization expense​ (79,854)​ (77,491)Currency translation​​ (737)​​ (696)Ending balance​$ 507,081​$ 534,645​(1)Includes the purchase of a $4.6 million intangible asset from Wilson Wolf, an equity method investee of the Company during the year-ended June 30, 2023. This asset will be amortized over a life of 10 years. (2)Refer to Note 1 for further detail on held-for-sale intangibles. Amortization expense related to developed technologies included in cost of sales was $46.6 million, $44.3 million, and $40.6 million in fiscal 2024, 2023, and 2022, respectively. Amortization expense related to trade names, customer 65 Table of Contents Table of Contents Table of Contents Property and Equipment:Property and equipment consist of (in thousands):​​​​​​​​​June 30, ​​2024 2023Land​$ 8,150​$ 9,100Buildings and improvements​ 243,863​ 245,302Machinery and equipment ​​ 215,948​ 190,019Construction in progress​ 39,749​​ 15,491Property and equipment, cost​ 507,710​ 459,912Accumulated depreciation and amortization​ (256,556)​ (233,712)Property and equipment, net​$ 251,154​$ 226,200​Intangibles assets were comprised of the following (in thousands):​​​​​​​​​​​Useful Life​June 30, ​​(years)​2024​2023​​​​​​​​​Developed technology 9 - 15​$ 675,674​$ 616,311Tradenames 2 - 20​ 151,561​ 146,945Customer relationships 7 - 16​ 211,276​ 213,878Patents 10​ 4,343​ 3,815Other intangibles 5 - 15​ 12,006​ 11,566Definite-lived intangible assets​​​ 1,054,860​ 992,515Accumulated amortization​​​ (547,779)​ (480,570)Definite-lived intangibles assets, net​​​ 507,081​ 511,945In process research and development(1)​​​ - ​ 22,700Total intangible assets, net​​​$ 507,081​$ 534,645​(1)The in process research and development has been placed into service and is included within Developed technology. The amortization period for this developed technology asset is estimated to be 14 years.Changes to the carrying amount of net intangible assets consist of (in thousands):​​​​​​​​ June 30, ​​2024​2023​​​​​​​Beginning balance​$ 534,645​$ 531,522Acquisitions​ 66,400​ 75,600Other additions(1)​ 950​ 5,710Held-for-sale intangibles(2)​​ (14,323)​​ - Amortization expense​ (79,854)​ (77,491)Currency translation​​ (737)​​ (696)Ending balance​$ 507,081​$ 534,645​(1)Includes the purchase of a $4.6 million intangible asset from Wilson Wolf, an equity method investee of the Company during the year-ended June 30, 2023. This asset will be amortized over a life of 10 years. (2)Refer to Note 1 for further detail on held-for-sale intangibles. Amortization expense related to developed technologies included in cost of sales was $46.6 million, $44.3 million, and $40.6 million in fiscal 2024, 2023, and 2022, respectively. Amortization expense related to trade names, customer Property and Equipment: Property and equipment consist of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ 2024 2023 Land ​ $ 8,150 ​ $ 9,100 Buildings and improvements ​ 243,863 ​ 245,302 Machinery and equipment ​ ​ 215,948 ​ 190,019 Construction in progress ​ 39,749 ​ ​ 15,491 Property and equipment, cost ​ 507,710 ​ 459,912 Accumulated depreciation and amortization ​ (256,556) ​ (233,712) Property and equipment, net ​ $ 251,154 ​ $ 226,200 ​ Intangibles assets were comprised of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ **Current (2025):** Inventories: Inventories consist of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ 2025 2024 ​ ​ ​ ​ ​ ​ ​ Raw materials ​ $ 89,080 ​ $ 79,377 Finished goods(1) ​ 106,188 ​ 106,072 Inventories, net ​ $ 195,268 ​ $ 185,449 62 62 Table of ContentsProperty and Equipment:Property and equipment consist of (in thousands):​​​​​​​​ June 30, ​ 2025 2024Land​$ 8,151​$ 8,150Buildings and improvements​ 254,355​ 243,863Machinery and equipment ​​ 245,924​ 215,948Construction in progress​ 23,420​​ 39,749Property and equipment, cost​ 531,850​ 507,710Accumulated depreciation and amortization​ (286,131)​ (256,556)Property and equipment, net​$ 245,719​$ 251,154​Depreciation expense was $34.6 million, $31.9 million, and $29.7 million in fiscal 2025, 2024, and 2023, respectively. Intangible assets were comprised of the following (in thousands):​​​​​​​​​​​​Useful Life​June 30, ​​(years)​2025​2024​​​​​​​​​Developed technology 9 - 15​$ 620,062​$ 675,674Trade names 2 - 15​ 152,648​ 151,561Customer relationships 7 - 16​ 212,800​ 211,276Patents 10​ 4,967​ 4,343Other intangibles 5 - 15​ 7,174​ 12,006Definite-lived intangible assets​​​ 997,651​ 1,054,860Accumulated amortization​​​ (632,052)​ (547,779)Total intangible assets, net​​​$ 365,599​$ 507,081​Changes to the carrying amount of net intangible assets consist of (in thousands):​​​​​​​​ June 30, ​​2025​2024​​​​​​​Beginning balance​$ 507,081​$ 534,645Acquisitons​​ - ​​ 66,400Other additions​ 547​ 950Amortization expense​ (76,043)​ (79,854)Restructuring impairment(1)​​ (73,350)​​ (14,323)Currency translation​​ 7,364​​ (737)Ending balance​$ 365,599​$ 507,081(1)Refer to Note 14 for further detail on held-for-sale intangibles. Amortization expense related to developed technologies included in Cost of sales was $44.0 million, $46.6 million, and $44.3 million in fiscal 2025, 2024, and 2023, respectively. Amortization expense related to trade names, customer relationships, non-compete agreements, and patents included in Selling, general and administrative expense was $31.3 million, $33.2 million, and $33.2 million, in fiscal 2025, 2024, and 2023, respectively.63 Table of Contents Table of Contents Table of Contents Property and Equipment:Property and equipment consist of (in thousands):​​​​​​​​ June 30, ​ 2025 2024Land​$ 8,151​$ 8,150Buildings and improvements​ 254,355​ 243,863Machinery and equipment ​​ 245,924​ 215,948Construction in progress​ 23,420​​ 39,749Property and equipment, cost​ 531,850​ 507,710Accumulated depreciation and amortization​ (286,131)​ (256,556)Property and equipment, net​$ 245,719​$ 251,154​Depreciation expense was $34.6 million, $31.9 million, and $29.7 million in fiscal 2025, 2024, and 2023, respectively. Intangible assets were comprised of the following (in thousands):​​​​​​​​​​​​Useful Life​June 30, ​​(years)​2025​2024​​​​​​​​​Developed technology 9 - 15​$ 620,062​$ 675,674Trade names 2 - 15​ 152,648​ 151,561Customer relationships 7 - 16​ 212,800​ 211,276Patents 10​ 4,967​ 4,343Other intangibles 5 - 15​ 7,174​ 12,006Definite-lived intangible assets​​​ 997,651​ 1,054,860Accumulated amortization​​​ (632,052)​ (547,779)Total intangible assets, net​​​$ 365,599​$ 507,081​Changes to the carrying amount of net intangible assets consist of (in thousands):​​​​​​​​ June 30, ​​2025​2024​​​​​​​Beginning balance​$ 507,081​$ 534,645Acquisitons​​ - ​​ 66,400Other additions​ 547​ 950Amortization expense​ (76,043)​ (79,854)Restructuring impairment(1)​​ (73,350)​​ (14,323)Currency translation​​ 7,364​​ (737)Ending balance​$ 365,599​$ 507,081(1)Refer to Note 14 for further detail on held-for-sale intangibles. Amortization expense related to developed technologies included in Cost of sales was $44.0 million, $46.6 million, and $44.3 million in fiscal 2025, 2024, and 2023, respectively. Amortization expense related to trade names, customer relationships, non-compete agreements, and patents included in Selling, general and administrative expense was $31.3 million, $33.2 million, and $33.2 million, in fiscal 2025, 2024, and 2023, respectively. Property and Equipment:Property and equipment consist of (in thousands):​​​​​​​​ June 30, ​ 2025 2024Land​$ 8,151​$ 8,150Buildings and improvements​ 254,355​ 243,863Machinery and equipment ​​ 245,924​ 215,948Construction in progress​ 23,420​​ 39,749Property and equipment, cost​ 531,850​ 507,710Accumulated depreciation and amortization​ (286,131)​ (256,556)Property and equipment, net​$ 245,719​$ 251,154​Depreciation expense was $34.6 million, $31.9 million, and $29.7 million in fiscal 2025, 2024, and 2023, respectively. Intangible assets were comprised of the following (in thousands):​​​​​​​​​​​​Useful Life​June 30, ​​(years)​2025​2024​​​​​​​​​Developed technology 9 - 15​$ 620,062​$ 675,674Trade names 2 - 15​ 152,648​ 151,561Customer relationships 7 - 16​ 212,800​ 211,276Patents 10​ 4,967​ 4,343Other intangibles 5 - 15​ 7,174​ 12,006Definite-lived intangible assets​​​ 997,651​ 1,054,860Accumulated amortization​​​ (632,052)​ (547,779)Total intangible assets, net​​​$ 365,599​$ 507,081​Changes to the carrying amount of net intangible assets consist of (in thousands):​​​​​​​​ June 30, ​​2025​2024​​​​​​​Beginning balance​$ 507,081​$ 534,645Acquisitons​​ - ​​ 66,400Other additions​ 547​ 950Amortization expense​ (76,043)​ (79,854)Restructuring impairment(1)​​ (73,350)​​ (14,323)Currency translation​​ 7,364​​ (737)Ending balance​$ 365,599​$ 507,081(1)Refer to Note 14 for further detail on held-for-sale intangibles. Amortization expense related to developed technologies included in Cost of sales was $44.0 million, $46.6 million, and $44.3 million in fiscal 2025, 2024, and 2023, respectively. Amortization expense related to trade names, customer relationships, non-compete agreements, and patents included in Selling, general and administrative expense was $31.3 million, $33.2 million, and $33.2 million, in fiscal 2025, 2024, and 2023, respectively. Property and Equipment: Property and equipment consist of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ 2025 2024 Land ​ $ 8,151 ​ $ 8,150 Buildings and improvements ​ 254,355 ​ 243,863 Machinery and equipment ​ ​ 245,924 ​ 215,948 Construction in progress ​ 23,420 ​ ​ 39,749 Property and equipment, cost ​ 531,850 ​ 507,710 Accumulated depreciation and amortization ​ (286,131) ​ (256,556) Property and equipment, net ​ $ 245,719 ​ $ 251,154 ​ Depreciation expense was $34.6 million, $31.9 million, and $29.7 million in fiscal 2025, 2024, and 2023, respectively. Intangible assets were comprised of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## Modified: Report of Independent Registered Public Accounting Firm **Key changes:** - Reworded sentence: "To the Shareholders and the Board of Directors Bio-Techne Corporation: Opinion on Internal Control Over Financial Reporting We have audited Bio-Techne Corporation and subsidiaries' (the Company) internal control over financial reporting as of June 30, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission." **Prior (2024):** ​ 2024 2023 2022 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 1 % 5 % 17 % Acquisitions sales growth 1 % 0 % 3 % Impact of foreign currency fluctuations 0 % (2) % (1) % Impact of business held for sale ​ 0 % - % - % Consolidated net sales growth 2 % 3 % 19 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ **Current (2025):** To the Shareholders and the Board of Directors Bio-Techne Corporation: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Bio-Techne Corporation and subsidiaries (the Company) as of June 30, 2025 and June 30, 2024, the related consolidated statements of earnings and comprehensive income, shareholders' equity, and cash flows for each of the years in the three-year period ended June 30, 2025, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2025 and June 30, 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended June 30, 2025, in conformity with U.S. generally accepted accounting principles. ​ We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of June 30, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated August 22, 2025 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting. ​ Basis for Opinion These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. ​ We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. ​ Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. ​ Sufficiency of audit evidence over net sales ​ As discussed in Note 2 to the Company's consolidated financial statements, the Company recognizes revenue for sales of consumables and instruments at a point in time following the transfer of control of such products to the customer. The Company recorded $1,219.6 million of net sales for the year ended June 30, 2025. ​ 48 48 Table of ContentsWe identified the evaluation of the sufficiency of audit evidence over net sales as a critical audit matter. Evaluating the sufficiency of audit evidence obtained required especially subjective auditor judgment because of the dispersion of the Company's net sales generating activities across locations. This included determining the Company locations at which procedures were performed. ​The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed over net sales, including the determination of the Company locations at which those procedures were to be performed. At each Company location where procedures were performed, we evaluated the design and tested the operating effectiveness of certain internal controls over the Company's net sales processes, including the Company's controls over the accurate recording of sales amounts. We 1) performed software-assisted data analyses to test the relationships among certain sales transactions and 2) assessed the recorded net sales for a selection of transactions by comparing the amounts recognized for consistency with underlying documentation, including contracts with customers, shipping documentation, customer acceptance, and payments.​We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed, including the nature and extent of such evidence.​/s/ KPMG LLPWe have served as the Company's auditor since 2002.​Minneapolis, Minnesota​August 22, 2025​​​49 Table of Contents Table of Contents Table of Contents We identified the evaluation of the sufficiency of audit evidence over net sales as a critical audit matter. Evaluating the sufficiency of audit evidence obtained required especially subjective auditor judgment because of the dispersion of the Company's net sales generating activities across locations. This included determining the Company locations at which procedures were performed. ​The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed over net sales, including the determination of the Company locations at which those procedures were to be performed. At each Company location where procedures were performed, we evaluated the design and tested the operating effectiveness of certain internal controls over the Company's net sales processes, including the Company's controls over the accurate recording of sales amounts. We 1) performed software-assisted data analyses to test the relationships among certain sales transactions and 2) assessed the recorded net sales for a selection of transactions by comparing the amounts recognized for consistency with underlying documentation, including contracts with customers, shipping documentation, customer acceptance, and payments.​We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed, including the nature and extent of such evidence.​/s/ KPMG LLPWe have served as the Company's auditor since 2002.​Minneapolis, Minnesota​August 22, 2025​​​ We identified the evaluation of the sufficiency of audit evidence over net sales as a critical audit matter. Evaluating the sufficiency of audit evidence obtained required especially subjective auditor judgment because of the dispersion of the Company's net sales generating activities across locations. This included determining the Company locations at which procedures were performed. ​The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed over net sales, including the determination of the Company locations at which those procedures were to be performed. At each Company location where procedures were performed, we evaluated the design and tested the operating effectiveness of certain internal controls over the Company's net sales processes, including the Company's controls over the accurate recording of sales amounts. We 1) performed software-assisted data analyses to test the relationships among certain sales transactions and 2) assessed the recorded net sales for a selection of transactions by comparing the amounts recognized for consistency with underlying documentation, including contracts with customers, shipping documentation, customer acceptance, and payments.​We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed, including the nature and extent of such evidence.​/s/ KPMG LLPWe have served as the Company's auditor since 2002.​Minneapolis, Minnesota​August 22, 2025​​​ We identified the evaluation of the sufficiency of audit evidence over net sales as a critical audit matter. Evaluating the sufficiency of audit evidence obtained required especially subjective auditor judgment because of the dispersion of the Company's net sales generating activities across locations. This included determining the Company locations at which procedures were performed. ​ The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed over net sales, including the determination of the Company locations at which those procedures were to be performed. At each Company location where procedures were performed, we evaluated the design and tested the operating effectiveness of certain internal controls over the Company's net sales processes, including the Company's controls over the accurate recording of sales amounts. We 1) performed software-assisted data analyses to test the relationships among certain sales transactions and 2) assessed the recorded net sales for a selection of transactions by comparing the amounts recognized for consistency with underlying documentation, including contracts with customers, shipping documentation, customer acceptance, and payments. ​ We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed, including the nature and extent of such evidence. ​ /s/ KPMG LLP We have served as the Company's auditor since 2002. ​ Minneapolis, Minnesota ​ August 22, 2025 ​ ​ ​ 49 49 Table of ContentsReport of Independent Registered Public Accounting FirmTo the Shareholders and the Board of Directors Bio-Techne Corporation:Opinion on Internal Control Over Financial ReportingWe have audited Bio-Techne Corporation and subsidiaries' (the Company) internal control over financial reporting as of June 30, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of June 30, 2025 and 2024, the related consolidated statements of earnings and comprehensive income, shareholders' equity, and cash flows for each of the years in the three-year period ended June 30, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated August 22, 2025 expressed an unqualified opinion on those consolidated financial statements.​Basis for OpinionThe Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Controls and Procedures. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.​Definition and Limitations of Internal Control Over Financial ReportingA company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.​/s/ KPMG LLPMinneapolis, Minnesota​August 22, 2025​​50 Table of Contents Table of Contents Table of Contents Report of Independent Registered Public Accounting FirmTo the Shareholders and the Board of Directors Bio-Techne Corporation:Opinion on Internal Control Over Financial ReportingWe have audited Bio-Techne Corporation and subsidiaries' (the Company) internal control over financial reporting as of June 30, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of June 30, 2025 and 2024, the related consolidated statements of earnings and comprehensive income, shareholders' equity, and cash flows for each of the years in the three-year period ended June 30, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated August 22, 2025 expressed an unqualified opinion on those consolidated financial statements.​Basis for OpinionThe Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Controls and Procedures. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.​Definition and Limitations of Internal Control Over Financial ReportingA company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.​/s/ KPMG LLPMinneapolis, Minnesota​August 22, 2025​​ Report of Independent Registered Public Accounting FirmTo the Shareholders and the Board of Directors Bio-Techne Corporation:Opinion on Internal Control Over Financial ReportingWe have audited Bio-Techne Corporation and subsidiaries' (the Company) internal control over financial reporting as of June 30, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of June 30, 2025 and 2024, the related consolidated statements of earnings and comprehensive income, shareholders' equity, and cash flows for each of the years in the three-year period ended June 30, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated August 22, 2025 expressed an unqualified opinion on those consolidated financial statements.​Basis for OpinionThe Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Controls and Procedures. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.​Definition and Limitations of Internal Control Over Financial ReportingA company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.​/s/ KPMG LLPMinneapolis, Minnesota​August 22, 2025​​ --- *Data sourced from SEC EDGAR. Last updated 2026-06-01.*