10q10k10q10k.net

What changed in REPLIGEN CORP's 10-K — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of REPLIGEN CORP's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+120 added−181 removedSource: 10-K (2026-02-26) vs 10-K (2025-03-14)

Top changes in REPLIGEN CORP's 2025 10-K

120 paragraphs added · 181 removed · 83 edited across 5 sections

Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added−1 removed0 unchanged
Biggest changePR OPERTIES Our material office, manufacturing and warehouse leases are detailed below: Location Square Feet Principal Use Lease Expiration Waltham, Massachusetts 182,243 Corporate headquarters, manufacturing, research and development, marketing and administrative offices October 31, 2030 Rancho Dominguez, California 140,983 (1) Manufacturing, research and development, marketing and administrative operations July 15, 2035 Shrewsbury, Massachusetts 139,000 (2) Warehouse January 31, 2034 Marlborough, Massachusetts 130,700 Manufacturing operations November 30, 2033 Jüri, Estonia 76,000 (3) Office, manufacturing and storage space March 13, 2024 Toulouse, France 67,285 Manufacturing and administrative operations March 31, 2032 Lund, Sweden 65,240 Manufacturing and administrative operations December 31, 2026 Hopkinton, Massachusetts 64,000 Manufacturing, assembly site July 13, 2034 Bridgewater, New Jersey 57,739 Manufacturing and administrative operations February 1, 2034 Compton, California 54,060 Warehouse May 31, 2029 Waterford, Ireland 50,311 Manufacturing, administrative operations and assembly site January 31, 2037 Clifton Park, New York 34,386 Manufacturing operations November 30, 2029 Lebanon, New Hampshire 31,313 Research and development and administrative operations July 31, 2026 (1) On December 1, 2024, we expanded our Rancho Dominguez facilities, adding an additional 72,000 square feet.
Biggest changeP ROPERTIES Our material office, manufacturing and warehouse leases are detailed below: Location Square Feet Principal Use Lease Expiration Waltham, Massachusetts 182,243 Corporate headquarters, manufacturing, research and development, marketing and administrative offices 31-Oct-30 Rancho Dominguez, California 126,267 Manufacturing, research and development, marketing and administrative operations 15-Jul-35 Shrewsbury, Massachusetts 138,969 Warehouse 31-Jan-34 Marlborough, Massachusetts 130,700 Manufacturing operations 30-Nov-33 Toulouse, France 79,868 Manufacturing and administrative operations 31-Mar-32 Jüri, Estonia 75,726 Office, manufacturing and storage space 13-Mar-34 Lund, Sweden 65,240 Manufacturing and administrative operations 31-Dec-26 Hopkinton, Massachusetts 64,000 Manufacturing, assembly site 13-Jul-34 Bridgewater, New Jersey 57,739 Manufacturing and administrative operations 30-Nov-34 Waterford, Ireland 41,928 Manufacturing, administrative operations and assembly site 19-May-34 Clifton Park, New York 34,386 Manufacturing operations 30-Nov-29 Lebanon, New Hampshire 31,313 Research and development and administrative operations 31-Jul-26
Removed
(2) On February 1, 2024, we leased approximately 139,000 square feet of primarily warehouse space in Shrewsbury, Massachusetts. (3) On January 1, 2024, we leased approximately 76,000 square feet of office, manufacturing and storage space in Jüri, Estonia. During the year ended December 31, 2024, we incurred total rental costs for all facilities of $28.8 million.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

2 edited+0 added−0 removed0 unchanged
Biggest changeMINE SAF ETY DISCLOSURES Not applicable. 35 PART II
Biggest changeMINE SAFETY DISCLOSURES Not applicable. P ART II
ITEM 3. LEGAL PROCEEDINGS From time to time, we may be subject to legal proceedings and claims in the ordinary course of business. We are not currently aware of any such proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations. ITEM 4.
ITEM 3. L EGAL PROCEEDINGS From time to time, we may be subject to legal proceedings and claims in the ordinary course of business. We are not currently aware of any such proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations. ITEM 4.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

9 edited+2 added−5 removed1 unchanged
Biggest changeWe caution that the stock price performance shown in the graph below is not necessarily indicative of, nor is it intended to forecast, the potential future performance of our common stock. 36 COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN* Among Repligen Corporation, the Nasdaq Composite Index, the Nasdaq Pharmaceutical Index and the Nasdaq Biotechnology Index Issuer Purchases of Equity Securities In June 2008, the Board authorized a program to repurchase up to 1.25 million shares of our common stock to be repurchased at the discretion of management from time to time in the open market or through privately negotiated transactions (the “2008 Share Repurchase Program”).
Biggest changeIssuer Purchases of Equity Securities In June 2008, the Board authorized a program to repurchase up to 1.25 million shares of our common stock to be repurchased at the discretion of management from time to time in the open market or through privately negotiated transactions (the “2008 Share Repurchase Program”).
Any future determination as to the payment of dividends will be at the sole discretion of our Board of Directors (“Board”) and will depend on our financial condition, results of operations, capital requirements and other factors the Board deems relevant.
Any future determination as to the payment of dividends will be at the sole discretion of our Board of Directors (the “Board”) and will depend on our financial condition, results of operations, capital requirements and other factors the Board deems relevant.
The 2008 Repurchase Program has no set expiration date and may be suspended or discontinued at any time. We did not repurchase any shares of common stock under the 2008 Repurchase Program during the year ended December 31, 2024. In prior years, we repurchased a total of 592,827 shares, leaving 657,173 shares remaining under this authorization.
The 2008 Repurchase Program has no set expiration date and may be suspended or discontinued at any time. We did not repurchase any shares of common stock under the 2008 Repurchase Program during the year ended December 31, 2025. In prior years, we repurchased a total of 592,827 shares, leaving 657,173 shares remaining under this authorization.
The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends) from December 31, 2019 to December 31, 2024. The comparisons shown in the graph below are based upon historical data.
The graph tracks the performance of a $100 investment in our common stock and in each index (with the reinvestment of all dividends) from December 31, 2020 to December 31, 2025. The comparisons shown in the graph below are based upon historical data.
We used $14.4 million of the proceeds from the issuance of the 2023 Notes to repurchase 92,090 shares at a price of $156.22, including transaction costs, to offset the impact of dilution from the issuance of 2023 Notes and equity compensation programs as well as to reduce our outstanding share count (“2023 Share Repurchase Program”).
During the year ended December 31, 2023, the Company used $14.4 million of the proceeds from the issuance of the 2023 Notes to repurchase 92,090 shares at a price of $156.22, including transaction costs, to offset the impact of dilution from the issuance of 2023 Notes and equity compensation programs as well as to reduce its outstanding share count.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOC KHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information for Common Stock Our common stock is traded on the Nasdaq Global Select Market under the symbol “RGEN.” Stockholders and Dividends As of March 11, 2025, there were 222 stockholders of record of our common stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information for Common Stock Our common stock is traded on the Nasdaq Global Select Market under the symbol “RGEN.” Stockholders and Dividends As of February 20, 2026, there were 198 stockholders of record of our common stock.
In December 2023, the Board authorized and approved a stock repurchase, separate from the 2008 Share Repurchase Program, of up to $25.0 million of our common stock concurrent with the issuance of $600.0 million aggregate principal amount of 1.00% Convertible Senior Notes due 2028 (“2023 Notes”).
In December 2023, the Board authorized and approved a stock repurchase of up to $25.0 million of the Company's common stock (the “Share Repurchase Program”) concurrent with the issuance of $600.0 million aggregate principal amount of its 2023 Notes.
We have elected to retire the shares repurchased to date under the 2023 Share Repurchase Program. Retired shares become part of the pool of authorized but unissued shares.
We have elected to retire the shares repurchased to date under the 2023 Share Repurchase Program. Retired shares become part of the pool of authorized but unissued shares. During the three months ended December 31, 2025, we did not purchase any of our registered securities. ITEM 6. [R ESERVED]
Stock Performance Graph The graph below matches Repligen Corporation’s cumulative 5-year total shareholder return on common stock with the cumulative total returns of the Nasdaq Composite index, the Nasdaq Pharmaceutical index, and the Nasdaq Biotechnology index.
Equity Compensation Plan Information Information regarding our equity compensation plans and securities authorized for issuance thereunder is set forth under Part III, in this Annual Report on Form 10-K. 26 Table of Contents Stock Performance Graph The graph below matches Repligen Corporation’s cumulative five-year total shareholder return on common stock with the cumulative total returns of the Nasdaq Composite index and the Nasdaq Biotechnology index.
Removed
Equity Compensation Plan Information The following table sets forth information as of December 31, 2024, regarding shares of common stock that may be issued under the Company’s equity compensation plans, consisting of the Amended and Restated 2012 Stock Option and Incentive Plan and the 2018 Stock Option and Incentive Plan.
Added
We caution that the stock price performance shown in the graph below is not necessarily indicative of, nor is it intended to forecast, the potential future performance of our common stock.
Removed
Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted- average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (a) (b) (c) Equity compensation plans approved by security holders 1,131,790 (1) $ 98.64 (2) 1,479,932 (1) Includes 661,178 shares of common stock issuable upon the exercise of outstanding options and 470,612 shares of common stock issuable upon the vesting of stock units, which include restricted stock units and performance stock units.
Added
During the years ended December 31, 2025 and 2024, the Company did not repurchase any shares of common stock under the Share Repurchase Program.
Removed
No shares of restricted stock are outstanding. (2) Since stock units do not have any exercise price, such units are not included in the weighted average exercise price calculation.
Removed
See Note 15, “ Convertible Senior Notes,” included in this report for more information on the issuance.
Removed
The purchase price of the retired shares in excess of par value, including transaction costs, is recorded as a decrease to additional paid-in capital in our consolidated balance sheets as of December 31, 2023. 37 ITEM 6. [RESERVED ] 38

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

64 edited+33 added−90 removed24 unchanged
Biggest changeIn 2024, 2023 and 2022, actual and expected results and a change in market inputs used to calculate the discount rate, resulted in adjustments to the fair value of the contingent consideration obligation for the years ended December 31, 2024, 2023 and 2022 of $3.2 million, ($30.6) million, and ($28.7) million, respectively. 46 Other income (expenses), net The table below provides detail regarding our other income (expenses), net: For the Years Ended December 31, 2024 vs 2023 2024 2023 $ Change % Change (Amounts in thousands, except for percentage data) Investment income $ 35,827 $ 24,135 $ 11,692 48.4 % Interest expense (20,731 ) (2,503 ) (18,228 ) 728.2 % Loss on extinguishment of debt — (12,676 ) 12,676 100.0 % Amortization of debt issuance costs (1,843 ) (8,075 ) 6,232 (77.2 )% Other income (expenses) (5,174 ) 8,123 (13,297 ) (163.7 )% Total other income (expenses), net $ 8,079 $ 9,004 $ (925 ) (10.3 )% Investment income Investment income includes income earned on invested cash balances.
Biggest changeThe changes during 2025 compared to 2024 were related to revisions to the amount and expected timing of future revenues underlying certain contingent payments and a change in market inputs used to calculate the discount rate. 31 Table of Contents Other income, net The table below provides detail regarding our other income, net: Year Ended December 31, 2025 2024 $ Change % Change (Amounts in thousands) Investment income $ 27,574 $ 35,827 $ (8,253 ) (23.0 )% Interest expense (21,513 ) (20,731 ) (782 ) 3.8 % Amortization of debt issuance costs (1,660 ) (1,843 ) 183 (9.9 )% Other income (expense), net 2,815 (5,174 ) 7,989 (154.4 )% Other income, net $ 7,216 $ 8,079 $ (863 ) (10.7 )% Investment income Investment income includes income earned on cash, cash equivalents and marketable securities.
Contingent consideration Contingent consideration represents the change in fair value of the contingent consideration obligation included in current and noncurrent contingent consideration on the consolidated balance sheets as of the end of each period.
Contingent consideration Change in fair value of contingent consideration represents the change in fair value of the obligation included in current and noncurrent contingent consideration on the consolidated balance sheets as of the end of each period.
Financing activities In 2024, cash consumed by financing activities was $82.9 million, driven primarily by the repayment of the 2019 Notes of $69.9 million, $9.9 million in cash disbursed for shares withheld to cover employee income tax due upon the vesting and release of restricted stock units, and $7.3 million paid to settle the cash portion of the contingent earnout obligation related to our acquisition of Avitide in September 2021.
In 2024, cash consumed by financing activities was $82.9 million, driven primarily by the repayment of the 2019 Notes of $69.9 million, $9.9 million in cash disbursed for shares withheld to cover employee income tax due upon the vesting and release of restricted stock units, and $7.3 million paid to settle the cash portion of the contingent earnout obligation related to our acquisition of Avitide in September 2021.
The sale of equity and convertible debt securities may result in dilution to our shareholders, and those securities may have rights senior to those of our common shares. If we raise additional funds through the issuance of preferred stock, convertible debt securities or other debt financing, these securities or 50 other debt could contain covenants that would restrict our operations.
The sale of equity and convertible debt securities may result in dilution to our shareholders, and those securities may have rights senior to those of our common shares. If we raise additional funds through the issuance of preferred stock, convertible debt securities or other debt financing, these securities or other debt could contain covenants that would restrict our operations.
Under Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers,” revenue is recognized when, or as, obligations under the terms of a contract are 39 satisfied, which occurs when control of the promised products or services is transferred to customers.
Under Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers,” revenue is recognized when, or as, obligations under the terms of a contract are satisfied, which occurs when control of the promised products or services is transferred to customers.
The fair value of identifiable intangible assets is based on detailed valuations that use information and assumptions determined by management. Any excess of 40 purchase price over the fair value of the net tangible and intangible assets acquired is allocated to goodwill.
The fair value of identifiable intangible assets is based on detailed valuations that use information and assumptions determined by management. Any excess of purchase price over the fair value of the net tangible and intangible assets acquired is allocated to goodwill.
Upon conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of comprehensive income.
Upon conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of comprehensive income or loss.
Capital Requirements Our future capital requirements will depend on many factors, including the following: • the expansion of our bioprocessing business; • the ability to sustain sales and profits of our bioprocessing products and successfully integrate them into our business; • our ability to acquire additional bioprocessing products; • the scope of and progress made in our R&D activities; • the scope of investment in our intellectual property portfolio; • contingent consideration earnout payments resulting from our acquisitions; • the extent of any share repurchase activity; • the success of any proposed financing efforts; • general economic and capital markets; • change in accounting standards; • the impact of inflation on our operations, including our expenditures on raw material and freight charges; • fluctuations in foreign currency exchange rates; and • costs associated with our ability to comply with emerging environmental, social and governance standards.
Capital Requirements Our future capital requirements will depend on many factors, including the following: • the expansion of our bioprocessing business; • the ability to sustain sales and profits of our bioprocessing products and successfully integrate them into our business; • our ability to acquire additional bioprocessing products; • the scope of and progress made in our R&D activities; • the scope of investment in our intellectual property portfolio; • contingent consideration earnout payments resulting from our acquisitions; • the extent of any share repurchase activity; • the success of any proposed financing efforts; 34 Table of Contents • general economic and capital markets; • change in accounting standards; • the impact of inflation on our operations, including our expenditures on raw material and freight charges; • fluctuations in foreign currency exchange rates; and • costs associated with our ability to comply with emerging environmental, social and governance standards.
Remeasurement of the contingent consideration obligation is done each quarter and the carrying value of the obligation is adjusted to the current fair value through our consolidated statements of comprehensive income.
Remeasurement of the contingent consideration obligation is done each quarter and the carrying value of the obligation is adjusted to the current fair value through our condensed consolidated statements of comprehensive income.
Absent acquisitions of additional products, product candidates or intellectual property, we believe our current cash balances and future cash flow from operations are adequate to meet our cash needs for at least the next 24 months. We expect operating expenses in 2025 to increase as we continue to expand our bioprocessing business.
Absent acquisitions of additional products, product candidates or intellectual property, we believe our current cash balances and future cash flow from operations are adequate to meet our cash needs for at least the next 24 months. We expect operating expenses in 2026 to increase as we continue to expand our bioprocessing business.
We write down inventory that has become obsolete, inventory that has a cost basis in excess of its expected net realizable value, and inventory in excess of expected requirements to cost of goods sold in our consolidated statements of comprehensive income. Manufacturing of bioprocessing finished goods is done to order and tested for quality specifications prior to shipment.
We write down inventory that has become obsolete, inventory that has a cost basis in excess of its expected net realizable value, and inventory in excess of expected requirements to cost of goods sold in our consolidated statements of comprehensive income or loss. Manufacturing of bioprocessing finished goods is done to order and tested for quality specifications prior to shipment.
If the estimate of an intangible asset’s remaining useful life is changed, the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. The Company continues to believe that its definite-lived intangible assets are recoverable at December 31, 2024. Indefinite-lived intangible assets are tested for impairment at least annually.
If the estimate of an intangible asset’s remaining useful life is changed, the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. The Company continues to believe that its definite-lived intangible assets are recoverable at December 31, 2025. Indefinite-lived intangible assets are tested for impairment at least annually.
A change in the estimated timing or amount of demand for our products could result in additional provisions for excess inventory quantities on hand. Any significant unanticipated changes in demand or unexpected quality failures could have a significant impact on the value of inventory and reported operating results.
A change in the estimated timing or amount of demand for our products could result in additional provisions for excess inventory quantities on hand. In addition, significant unanticipated changes in demand or unexpected quality failures could have a significant impact on the value of inventory and reported operating results.
To the extent that our estimates change in the future regarding the likelihood of achieving these targets, we may need to record material adjustments to our accrued contingent consideration. Such changes in the fair value of contingent consideration are recorded as contingent consideration in our consolidated statements of comprehensive income.
To the extent that our estimates change in the future regarding the likelihood of achieving these targets, we may need to record material adjustments to our accrued contingent consideration. Such changes in the fair value of contingent consideration are recorded as contingent consideration in our consolidated statements of comprehensive income or loss.
Business combinations Total consideration transferred for acquisitions is allocated to the tangible and intangible assets acquired and liabilities assumed, if any, based on their fair values at the dates of acquisition. This purchase price allocation process requires management to make significant estimates and assumptions with respect to intangible assets and deferred revenue obligations.
Business combinations Total consideration transferred for acquisitions is allocated to the tangible and intangible assets acquired and liabilities assumed, if any, based on their fair values at the dates of acquisition. This purchase price allocation process requires management to make significant estimates and assumptions with respect to intangible assets.
Intangible assets and goodwill Intangible assets Intangible assets with a definite life are amortized over their useful lives using the straight-line method and the amortization expense is recorded within cost of goods sold, research and development, and selling, general and administrative expense in the consolidated statements of comprehensive income.
Intangible assets Intangible assets with a definite life are amortized over their useful lives using the straight-line method and the amortization expense is recorded within cost of goods sold, research and development, and selling, general and administrative expense in the consolidated statements of comprehensive income or loss.
At December 31, 2024, we have not provided for taxes on outside basis differences of our foreign subsidiaries as it is not practicable and we have the ability and intent to indefinitely reinvest the undistributed earnings of our foreign subsidiaries, and there are no needs for such earnings in the United States that would contradict our plan to indefinitely reinvest.
We have not provided for taxes on outside basis differences of our foreign subsidiaries as it is not practicable and we have the ability and intent to indefinitely reinvest the undistributed earnings of our foreign subsidiaries, and there are no needs for such earnings in the United States that would contradict our plan to indefinitely reinvest.
However, the rate of inflation affects our expenses, such as those for employee compensation and contract services, which could increase our level of expenses and the rate at which we use our resources.
However, the rate of inflation affects our expenses, such as those for employee compensation and contract services, which could increase our level of expenses and the rate at which we use our resources. 35 Table of Contents
To the extent the transaction price includes variable consideration, we estimate the amount of variable consideration that should be included in the transaction price utilizing the expected value method or the most likely amount method, depending on the facts and circumstances relative to the contract.
To the extent the transaction price includes variable consideration, such as sales rebates, we estimate the amount of variable consideration that should be included in the transaction price utilizing the expected value method or the most likely amount method, depending on the facts and circumstances relative to the contract.
A decrease in inventory contributed $56.9 million to the change in working capital, of which $36.1 million was related to the Restructuring Plan and other inventory-related charges. Accounts payable and accrued expenses provided $19.0 million due to the timing of payments to vendors.
A decrease in inventory contributed $56.9 million to the positive change in working capital, of which $36.1 million was related to our previous restructuring activities and other inventory-related charges. Accounts payable and accrued expenses provided $19.0 million due to the timing of payments to vendors.
As a result, the 2023 Notes are not convertible at the option of the holders of the 2023 Notes during the fourth quarter of 2024, the quarter immediately following the quarter when the conditions are met, as stated in the indenture governing the 2023 Notes.
As a result, the 2023 Notes are not convertible at the option of the holders of the 2023 Notes during the first quarter of 2026, the quarter immediately following the quarter when the conditions are met, as stated in the indenture governing the 2023 Notes.
Exchange rates can be volatile and a substantial weakening or strengthening of foreign currencies against the U.S. dollar could increase or reduce our revenue and gross profit margin and impact the comparability of results from period to period.
We are therefore subject to non-U.S. exchange exposure. Exchange rates can be volatile and a substantial weakening or strengthening of foreign currencies against the U.S. dollar could increase or reduce our revenue and gross profit margin and impact the comparability of results from period to period.
Debt accounting In December 2023, we issued $600.0 million aggregate principal amount of 1.00% Convertible Senior Notes due 2028 (“2023 Notes”) in a private placement pursuant to separate, privately negotiated exchange and subscription agreements (the “Exchange and Subscription Agreements”) with a limited number of holders of our outstanding 0.375% Convertible Senior Notes due 2024 (“2019 Notes”) and certain other qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.
On December 14, 2023, the Company issued $600.0 million aggregate principal amount of 1.00% Convertible Senior Notes due 2028 (the “2023 Notes”) in a private placement pursuant to separate, privately negotiated exchange and subscription agreements (the “Exchange and Subscription Agreements”) with a limited number of holders of the 0.375% Convertible Notes due 2024 (the “2019 Notes”) and certain other qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (“Securities Act”).
Revenue is measured as the amount of consideration we expect to receive in exchange for transferring products or services to a customer (“transaction price”).
Revenue is measured as the amount of consideration we expect to receive in exchange for transferring those products or services to customers (“transaction price”).
We had federal and state business tax credit carryforwards of $6.6 million available to reduce future federal and state income taxes. The business tax credit carryforwards will expire at various dates through 2044.
We had federal and state business tax credit carryforwards of $7.1 million available to reduce future federal and state income taxes. The business tax credit carryforwards will expire at various dates through 2045.
We base our assumptions on estimates of future cash flows, expected growth rates, expected trends in technology, etc. We base the discount rates used to arrive at a present value as of the date of acquisition on the time value of money and certain industry-specific risk factors.
The Company bases its assumptions on estimates of future cash flows, expected growth rates, expected trends in technology, etc. Discount rates used to arrive at a present value as of the date of acquisition are based on the time value of money and certain industry-specific risk factors.
During the fourth quarter of 2023, the closing price of the Company’s common stock exceeded 130% of the conversion price of the 2019 Notes for more than 20 trading days of the last 30 consecutive trading days of the quarter.
During the fourth quarter of 2025, the closing price of the Company’s common stock did not exceed 130% of the conversion price of the 2023 Notes for more than 20 trading days of the last 30 consecutive trading days of the quarter.
The state net operating loss carryforwards will expire at various dates through 2044. Approximately $4.8 million of the foreign net operating loss carryforwards have unlimited carryforward periods and do not expire, while $21.2 million of the foreign net operating loss carryforwards will expire at various dates through 2034.
The state net operating loss carryforwards will expire at various dates through 2045. Approximately $5.7 million of the foreign net operating loss carryforwards have unlimited carryforward periods and do not expire, while $21.7 million of the foreign net operating loss carryforwards will expire at various dates through 2034.
The effective tax rate was 5.6% for 2024 and is based upon the net loss for the year ended December 31, 2024 and the composition of income in different jurisdictions.
The effective tax rate was 21.6% for 2025 and is based upon the income for the year ended December 31, 2025 and the composition of income in different jurisdictions.
We are committed to inspiring advances in bioprocessing as a trusted partner in the production of critical biologic drugs – including monoclonal antibodies (“mAbs”), recombinant proteins, vaccines and cell and gene therapies (“C&GT”) – that are improving human health worldwide.
We are committed to inspiring advances in bioprocessing as a trusted partner in the production of critical biologic drugs – including monoclonal antibodies (“mAbs”) and mAb derivatives like antibody drug conjugates, recombinant proteins, RNA-based therapeutics and vaccines and cell and gene therapies – that are improving human health worldwide.
As the overall market for biologics continues to grow and expand, our customers – primarily large biopharmaceutical companies and contract development and manufacturing organizations and other life sciences companies (integrators) – face critical production cost, capacity, quality and time pressures. Built to address these concerns, our products help set new standards for the way biologics are manufactured.
As the overall market for biologics continues to grow and expand, our customers – primarily large biopharmaceutical companies and contract development and manufacturing organizations (“CDMOs”) and other life sciences companies (integrators) – face critical production cost, capacity, quality and time pressures. Our products help enable customers to address these concerns, both accelerating development and improving yields.
Net operating loss carryforwards and available tax credits are subject to review and possible adjustment by the Internal Revenue Service, state and foreign jurisdictions and may be limited in the event of certain changes in the ownership interest of significant stockholders.
Net operating loss carryforwards and available tax credits are subject to review and possible adjustment by the Internal Revenue Service, state and foreign jurisdictions and may be limited in the event of certain changes in the ownership interest of significant stockholders. Foreign Earnings As of December 31, 2025, we have accumulated undistributed earnings generated by our foreign subsidiaries.
Investing activities Our investing activities consumed $86.4 million of cash in 2024, primarily due to $54.8 million in cash (net of cash received) used for the 2024 acquisition of Tantti Laboratory Inc. Capital expenditures consumed $29.9 million in 2024, including $4.2 million of capitalized costs related to our internal-use software for 2024.
Capital expenditures during 2025 consumed $25.7 million, inclusive of $2.2 million of capitalized costs related to our internal-use software. 33 Table of Contents Our investing activities consumed $86.4 million of cash in 2024, primarily due to $54.8 million in cash, net of cash acquired, used for the 2024 acquisition of Tantti Laboratory Inc.
Income taxes Deferred taxes are determined based on the difference between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse.
There has been no impairment of our intangible assets for the periods presented. 29 Table of Contents Income taxes Deferred taxes are determined based on the difference between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse.
Most recently, the 2023 Notes issued in in December 2023. Our revenue for the foreseeable future will primarily be limited to our bioprocessing product revenue. At December 31, 2024, we had cash and cash equivalents of $757.4 million compared to cash and cash equivalents of $751.3 million at December 31, 2023.
Our revenue for the foreseeable future will primarily be limited to our bioprocessing product revenue. At December 31, 2025, we had cash, cash equivalents and marketable securities of $767.6 million compared to cash and cash equivalents of $757.4 million at December 31, 2024.
In addition, in November 2024, the Company amended the License Agreement (the “Daylight Agreement”) with DRS Daylight Solutions, Inc. (“Daylight”) to extend the License Agreement one additional year for a one-time payment of $3.0 million.
Capital expenditures consumed $29.9 million in 2024, including $4.2 million of capitalized costs related to our internal-use software for 2024. In addition, in November 2024, the Company amended the License Agreement (the “Daylight Agreement”) with DRS Daylight Solutions, Inc. (“Daylight”) to extend the License Agreement one additional year for a one-time payment of $3.0 million.
Proceeds from the Subscription Transactions amounted to $276.1 million after debt issuance costs of $13.9 million. The 2023 Notes are senior, unsecured obligations of the Company, and bear interest at a rate of 1.00% per year. Interest is payable semi-annually in arrears on each June 15 and December 15, commencing on June 15, 2024.
Proceeds from the Subscription Transactions amounted to $276.1 million after debt issuance costs of $13.9 million. The 2023 Notes are senior, unsecured obligations of the Company, and bear interest at a rate of 1.00% per year and have an effective interest rate of 4.39%.
Selling, general and administrative expenses Selling, general and administrative (“SG&A”) expenses include the costs associated with selling our commercial products and costs required to support our marketing efforts, including legal, accounting, patent, shareholder services, amortization of intangible assets and other administrative functions.
Selling, general and administrative expenses Selling, general and administrative (“SG&A”) expenses include the costs associated with selling our commercial products and costs required to support our marketing efforts. It also includes legal, accounting, patent, shareholder services, amortization of intangible assets and other administrative functions. In 2025, SG&A costs increased $27.1 million, or 10.3%, compared to 2024.
For 2023, our operating activities provided cash of $113.9 million reflecting net income of $35.6 million and non-cash charges totaling $98.4 million primarily related to amortization of inventory step-up charges, depreciation expense, intangible amortization expense, amortization of debt discount and issuance costs, contingent consideration fair value adjustments, deferred income taxes, stock-based compensation charges, loss on extinguishment of debt and operating lease right of use asset amortization.
For 2024, our operating activities provided cash of $175.4 million reflecting net loss of $25.5 million and non-cash charges totaling $140.0 million primarily related to depreciation and amortization, amortization of debt discount and issuance costs, contingent consideration fair value adjustments, deferred income taxes, stock-based compensation charges, loss on disposal of fixed assets, and right of use asset amortization.
We evaluate our tax position on a quarterly basis. We also accrue for potential interest and penalties related to unrecognized tax benefits in income tax expense.
We evaluate our tax position on a quarterly basis. We also accrue for potential interest and penalties related to unrecognized tax benefits in income tax expense. We are required to provide for tax on Global Intangible Low-Taxed Income (“GILTI”) earned by certain foreign subsidiaries.
Net Operating Loss Carryforwards At December 31, 2024, we had federal net operating loss carryforwards of $19.3 million, state net operating loss carryforwards of $11.9 million, and foreign net operating loss carryforwards of $26.0 million. The federal net operating loss carryforwards have unlimited carryforward periods and do not expire.
Net Operating Loss Carryforwards At December 31, 2025, we had federal net operating loss carryforwards of $7.5 million, state net operating loss carryforwards of $15 million, and foreign net operating loss carryforwards of $27.4 million. The federal net operating loss carryforwards have unlimited carryforward periods and do not expire.
We believe such estimates to be reasonable; however, the final determination of any of these examinations could significantly impact the amounts provided for income taxes in our consolidated financial statements. Recent accounting standards update See Note 2, “Summary of Significant Accounting Policies – Recent Accounting Standards Updates,” to our consolidated financial statements included in this report for more information.
We believe such estimates to be reasonable; however, the final determination of any of these examinations could significantly impact the amounts provided for income taxes in our consolidated financial statements.
Inventories We value inventory at cost or, if lower, net realizable value, using the first-in, first-out method. We review our inventory at least quarterly and record a provision for excess and obsolete inventory based on our estimates of expected sales volume, production capacity and expiration dates of raw materials, work-in-process and finished products.
We review our inventory at least quarterly and record a provision for excess and obsolete inventory based primarily on historical consumption patterns, our estimates of expected future sales volume and expiration dates of raw materials, work-in-process and finished products.
Royalty revenues Royalty revenues for all periods presented relate to royalties received from a third-party systems manufacturer associated with our OPUS ® chromatography columns. Royalty revenues are variable and are dependent on sales generated by our partner.
In addition, the year ended December 31, 2024 included $11.5 million of COVID-19 related sales. Royalty and other revenue Royalty and other revenue for all periods presented relate to royalties received from a third-party systems manufacturer associated with our OPUS ® chromatography columns. Royalty revenues are variable and are dependent on sales generated by our partners.
In connection with the acquisitions, the Company has an obligation to pay up to $54.5 million (undiscounted) in contingent consideration earnout payments in cash over a three-year earnout period beginning January 1, 2025 and ending December 31, 2027. See Note 3, “ Fair Value Measurements,” and Note 5, “ Acquisitions,” for additional information.
(2) In connection with the acquisition of Tantti, we have an obligation to pay a maximum of $54.5 million (undiscounted) in contingent consideration earnout payments in cash over a three-year earnout period beginning January 1, 2025 and ending December 31, 2027. Amounts above represent the expected fair value we expect to pay for the obligation as of December 31, 2025.
We believe the estimated purchased customer relationships, developed technologies, trademark/tradename, patents, non-competition agreements and in-process research and development ("R&D") amounts so determined represent the fair value at the date of acquisition and do not exceed the amount a third-party would pay for the assets.
The Company believes the estimated purchased customer relationships, developed technologies, trademark/tradename and other intangible assets identified in its acquisitions represent the fair value at the date of acquisition, and do not exceed the amount a third-party would pay for such assets.
Our investment income increased by $11.7 million in 2024, as compared to 2023 due to having higher average invested cash balances since December 31, 2023. We expect investment income to vary based on changes in the amount of funds invested and fluctuation of interest rates.
Our investment income decreased $8.3 million in 2025, compared to 2024 due to a reduction in interest rates and varying average cash and marketable securities balances during the period. We expect investment income to vary based on changes in the amount of funds invested and fluctuation of interest rates.
Estimates of variable consideration and the determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all information (historical, current and forecasted) that is reasonably available. Sales, value add, and other taxes collected on behalf of third parties are excluded from revenue.
Estimates of variable consideration and the determination of whether to include estimated amounts in the transaction price are based largely on an assessment of our anticipated performance and all information (historical, current and forecasted) that is reasonably available. 28 Table of Contents Inventories We value inventory at cost or, if lower, net realizable value, using the first-in, first-out method.
No such transactions occurred in 2024. Amortization of debt issuance costs Amortization of debt issuance costs decreased during 2024, as compared to 2023. Transaction costs related to the issuance of the 2019 Notes and the 2023 Notes are amortized to amortization of debt issuance costs on the consolidated statements of comprehensive income.
Amortization of debt issuance costs Transaction costs related to the issuance of the 2019 Notes and the 2023 Notes, as defined below, are amortized and recorded within amortization of debt issuance costs on the consolidated statements of comprehensive income. Other income (expense), net Other income (expense), net increased $8.0 million in 2025, compared to the same period in 2024.
Results of Operations The following discussion of the financial condition and results of operations should be read in conjunction with the accompanying consolidated financial statements and the related footnotes thereto.
Results of Operations The following discussion of the financial condition and results of operations should be read in conjunction with the accompanying consolidated financial statements and the related footnotes, included within Part IV, Item 15, “ Exhibits and Financial Statement Schedules ”, in this Annual Report on Form 10-K.
Sales of our bioprocessing products can be impacted by the timing of large-scale production orders and the regulatory approvals for such antibodies, which may result in significant quarterly fluctuations. 44 Product revenues were comprised of the following: For the Years Ended December 31, 2024 2023 (Amounts in thousands) Filtration products $ 372,963 $ 341,379 Chromatography products 122,810 126,629 Process analytics products 59,301 56,820 Proteins products 74,425 103,463 Other 4,679 3,688 Total product revenue $ 634,178 $ 631,979 Revenue from the sale of our products which make up our filtration, chromatography, process analytics and proteins franchises comes from the sale of a number of products as described in Part I, Item 1.
Product revenues were comprised of the following: Year Ended December 31, 2025 2024 (Amounts in thousands) Filtration products $ 402,792 $ 372,963 Chromatography products 153,176 122,810 Process analytics products 81,237 59,301 Proteins products 97,435 74,425 Other 3,320 4,679 Total product revenue $ 737,960 $ 634,178 Revenue from the sale of our products which make up our filtration, chromatography, process analytics and proteins franchises comes from the sale of a number of products as described in Part I, Item 1.
As of December 31, 2024, the Company had other purchase obligations of $31.0 million, payable within 12 months. 48 Cash flows For the Years Ended December 31, 2024 vs 2023 2024 2023 $ Change (Amounts in thousands) Cash provided by (used in): Operating activities $ 175,394 $ 113,918 $ 61,476 Investing activities (86,383 ) (123,275 ) 36,892 Financing activities (82,902 ) 248,961 (331,863 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash (77 ) (11,739 ) 11,662 Net increase (decrease) in cash, cash equivalents and restricted cash $ 6,032 $ 227,865 $ (221,833 ) Operating activities For 2024, our operating activities provided cash of $175.4 million reflecting net loss of $25.5 million and non-cash charges totaling $140.0 million primarily related to depreciation, intangible amortization, amortization of debt discount and issuance costs, contingent consideration fair value adjustments, deferred income taxes, stock-based compensation charges, loss on disposal of fixed assets, and right of use asset amortization.
Cash flows Year Ended December 31, Increase (Decrease) 2025 2024 $ Change (Amounts in thousands) Cash provided by (used in) Operating activities $ 117,417 $ 175,394 $ (57,977 ) Investing activities (298,474 ) (86,383 ) (212,091 ) Financing activities (15,205 ) (82,902 ) 67,697 Effect of exchange rate changes on cash and cash equivalents 4,928 (77 ) 5,005 Net (decrease) increase in cash and cash equivalents $ (191,334 ) $ 6,032 $ (197,366 ) Operating activities For 2025, our operating activities provided cash of $117.4 million reflecting net income of $48.9 million and non-cash charges totaling $119.4 million primarily related to depreciation and amortization, stock-based compensation, right of use asset amortization, amortization of debt discount and issuance costs, contingent consideration fair value adjustments, net unrealized foreign exchange gains and deferred income taxes.
These direct sales have represented 89.7% of our total product revenue during 2024 compared to 85.8% of our total product revenue in 2023.
These direct sales have represented 90.8% of our total product revenue during 2025 compared to 89.7% of our total product revenue in 2024. Sales of our bioprocessing products can be impacted by the timing of large-scale production orders which may result in significant quarterly fluctuations.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Information pertaining to fiscal years 2023 and 2022 was included in the Company’s Annual Report on Form 10-K/A (“Form 10-K/A”) for the year ended December 31, 2023, on pages 36 through 50 under Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which was filed with the Securities and Exchange Commission on November 18, 2024 and Form 10-K for the year ended December 31, 2022, on pages 37 through 53 under Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which was filed with the Securities and Exchange Commission on February 22, 2023, respectively.
MANAGEMENT’S DISCUSSIO N AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Information pertaining to fiscal years 2024 and 2023 was included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, on pages 39 through 52 under Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which was filed with the SEC on March 14, 2025. 27 Table of Contents Repligen and its subsidiaries, collectively doing business as Repligen Corporation (“Repligen”, “we”, “our”, or “the Company”) is a global life sciences company that develops and commercializes highly innovated bioprocessing technologies and systems that increase efficiencies and flexibility in the process of manufacturing biological drugs.
Revenues Total revenues for years ended December 31, 2024 and 2023 were comprised of the following: For the Years Ended December 31, 2024 vs 2023 2024 2023 $ Change % Change (Amounts in thousands, except for percentage data) Revenue: Product $ 634,178 $ 631,979 $ 2,199 0.3 % Royalty and other income 261 383 (122 ) (31.9 %) Total revenue $ 634,439 $ 632,362 $ 2,077 0.3 % Product revenues Since 2016, we have been increasingly focused on selling our products directly to customers in the pharmaceutical industry and to our contract manufacturers.
Revenues Total revenues were comprised of the following: Year Ended December 31, 2025 2024 $ Change % Change (Amounts in thousands) Revenue: Product $ 737,960 $ 634,178 $ 103,782 16.4 % Royalty and other revenue 296 261 35 13.4 % Total revenue $ 738,256 $ 634,439 $ 103,817 16.4 % Product revenue We are continuously focused on selling our products directly to customers in the life sciences and pharmaceutical industries, including CDMOs.
The reduction in gross margin in 2024 as compared to 2023, is primarily due to restructuring activities as noted above during 2024 to simplify and streamline our organization and strengthen the overall effectiveness of our operations, which were $13.6 million higher in 2024 than 2023.
The decrease in cost of goods sold is primarily due to lower costs related to scrap, excess and obsolete inventory and restructuring activities in 2025, compared to those incurred in 2024. Restructuring relates to activities to simplify and streamline our organization and strengthen the overall effectiveness of our operations.
Due to the fact that these various programs share personnel and fixed costs, we do not track all of our expenses or allocate any fixed costs by program, and therefore, have not provided historical costs incurred by project. R&D expenses increased $0.5 million, or 1.1%, during 2024, compared to 2023.
Research and development expenses Research and development expenses (“R&D”) expenses are related to the development of products supporting bioprocessing operations, which include personnel compensation, supplies and other research expenses. Due to the fact that these various programs share personnel and fixed costs, we have not provided historical costs incurred by project.
Costs and operating expenses Total costs and operating expenses for the years ended December 31, 2024 and 2023 were comprised of the following: For the Years Ended December 31, 2024 vs 2023 2024 2023 $ Change % Change (Amounts in thousands, except for percentage data) Cost of goods sold $ 359,794 $ 353,922 $ 5,872 1.7 % Research and development 43,200 42,722 478 1.1 % Selling, general and administrative 263,368 218,584 44,784 20.5 % Contingent consideration 3,191 (30,569 ) 33,760 (110.4 )% Total costs and operating expenses $ 669,553 $ 584,659 $ 84,894 14.5 % Cost of goods sold In 2024, cost of goods sold increased $5.9 million, or 1.7%, compared to 2023, including an incremental $12.5 million of inventory adjustments compared to the prior year to reflect inventory at net realizable value, and an incremental $6.1 million charge compared to the prior year related to manufacturing facilities closed and equipment abandoned.
Costs and operating expenses Total costs and operating expenses for the years ended December 31, 2025 and 2024 were comprised of the following: Year Ended December 31, 2025 2024 $ Change % Change (Amounts in thousands) Cost of goods sold $ 352,011 $ 359,794 $ (7,783 ) (2.2 )% Research and development 54,177 43,200 10,977 25.4 % Selling, general and administrative 290,508 263,368 27,140 10.3 % Change in fair value of contingent consideration (13,607 ) 3,191 (16,798 ) (526.4 )% Total costs and operating expenses $ 683,089 $ 669,553 $ 13,536 2.0 % Cost of goods sold In 2025, cost of goods sold decreased $7.8 million, or 2.2%, compared to 2024.
“ Business - Our Products” of this report. Other revenue primarily consists of revenue from the sale of our operating room products to hospitals as well as freight revenue. In 2024, product revenue increased by $2.2 million, or 0.3%, as compared to 2023.
“ Business - Our Products” of this report. In 2025, product revenue increased by $103.8 million, or 16.4% , compared to 2024. This growth is widespread across our portfolio of products and includes significant contributions from all our franchises.
Other income (expenses), net The changes in other expenses, net in 2024, as compared to 2023, is primarily attributable to realized and unrealized foreign currency gains and losses related to transactions with customers and vendors, as well as the revaluation impact of intercompany loans with subsidiaries. 47 Income tax (benefit) provision Income tax (benefit) provision for the years ended December 31, 2024 and 2023 was as follows: For the Years Ended December 31, 2024 vs 2023 2024 2023 $ Change % Change (Amounts in thousands, except for percentage data) Income tax (benefit) provision $ (1,521 ) $ 21,111 $ (22,632 ) (107.2 )% Effective tax rate 5.6 % 37.2 % For year ended December 31, 2024, we recorded an income tax benefit of $1.5 million.
Income tax provision (benefit) Income tax provision (benefit) was as follows: Year Ended December 31, 2025 2024 $ Change % Change (Amounts in thousands) Income tax provision (benefit) $ 13,489 $ (1,521 ) $ 15,010 (986.9 )% Effective tax rate 21.6 % 5.6 % For year ended December 31, 2025, we recorded an income tax provision of $13.5 million.
"Business" including “Overview”, “Our Products”, “2024 Acquisitions”, “2023 Acquisitions” and “Our Market Opportunity” sections therein. Macroeconomic Trends As a result of our global presence, a significant portion of our revenue and expenses is denominated in currencies other than the U.S. dollar. We are therefore subject to non-U.S. exchange exposure.
For more information regarding our business, products and acquisitions, see above sections in Part I, Item 1. "Business", included in this Annual Report on Form 10-K. Macroeconomic Trends As a result of our global presence, a significant portion of our revenue and expenses is denominated in currencies other than the United States (“U.S.”) dollar.
The increase in restructuring changes was partially offset by a decrease in employee-related costs unrelated to the restructuring activities in 2024, as compared to 2023. Gross margin was 43.3% in 2024, compared to 44.0% in 2023.
These decreases were partially offset by higher export duties, direct material and labor costs. In 2025, gross margin was 52.3%, compared to 43.3% in 2024. The increase in gross margin resulted from the decrease in cost of goods sold as described above.
These payments were partially offset by proceeds received from stock option exercises during the period. In 2023, cash provided by financing activities of $249.0 million included $290.1 million of proceeds from the issuance of the 2023 Notes in December 2023 and proceeds from stock option exercises during 2023 were $1.1 million.
These cash outflows are partially offset by proceeds received from stock option exercises of $3.2 million.
Although we believe that our estimates, assumptions, and judgments are reasonable, they are based upon information presently available. Actual results may differ significantly from these estimates under different assumptions, judgments, or conditions.
We believe the accounting policies described below, some of which require estimates, assumptions and judgments, have the greatest potential impact on our financial statements and related disclosures. Therefore we consider these to be our critical accounting policies. Although we believe that our estimates, assumptions, and judgments are reasonable, they are based upon information presently available.
Removed
Repligen and its subsidiaries, collectively doing business as Repligen Corporation (“Repligen”, “we”, “our”, or “the Company”) is a global life sciences company that develops and commercializes highly innovated bioprocessing technology and systems that increase efficiencies and flexibility in the process of manufacturing biological drugs.
Added
We continue to monitor the effects of tariffs implemented by the Trump administration and the potential imposition of modified or additional tariffs. 2025 Acquisition Acquisition of 908 Devices PAT Portfolio On March 4, 2025, the Company completed its acquisition of 908 Devices Inc.’s (“908 Devices”) desktop portfolio of four devices for bioprocessing process analytical technology applications (“PAT Portfolio”).
Removed
Increasingly, our technologies are being implemented to overcome challenges in processing plasmid DNA (a starting material for the production of mRNA) and gene delivery vectors such as lentivirus and adeno-associated viral vectors. For more information regarding our business, products and acquisitions, see above sections in Part I, Item 1.
Added
In connection with the transaction, Repligen also acquired facilities, employees, equipment and lease obligations for facilities in North Carolina and Braunschweig, Germany as well as certain working capital balances related to the PAT Portfolio. This transaction is referred to as the 908 Devices PAT Portfolio acquisition.
Removed
In addition, decreasing demand for vaccines for the COVID-19 pandemic, including all subsequent variants of the SARS-CoV-1 coronavirus (“COVID-19”) is driving a reduction in future demand of our products related to these vaccines. We expect that these trends will continue to impact our results for 2025 as well.
Added
The addition of these desktop assets complements and strengthens Repligen’s differentiated PAT Portfolio that provides its biopharmaceutical and CDMO customers with actionable insights to optimize development processes and improve manufacturing efficiencies. Critical Accounting Policies and Estimates The preparation of our financial statements and related disclosures require us to make estimates, assumptions and judgments.
Removed
Critical Accounting Policies and Estimates While our significant accounting policies are more fully described in the notes to our consolidated financial statements, we have identified the policies and estimates below as being critical to our business operations and the understanding of our results of operations.
Added
Actual results may differ significantly from these estimates under different assumptions, judgments, or conditions. See Note 2, “Summary of Significant Accounting Policies” in the notes to the consolidated financial statements , included within Part IV, Item 15, “Exhibits and Financial Statement Schedules” , in this Annual Report on Form 10-K.
Removed
These policies require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.
Added
Fair value of contingent consideration includes estimates and judgments made by management regarding the probability that future contingent payments will be made and the extent of payments to be earned in excess of defined minimum sales thresholds and achievement of defined milestones.
Removed
The impact of and any associated risks related to these policies on our business operations are discussed throughout “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” specifically in the “Results of Operations” section, where such policies affect our reported and expected financial results.
Added
Recent Accounting Pronouncements For more information about recent accounting pronouncements, refer to Note 2, “Summary of Significant Accounting Policies”, included within Part IV, Item 15, “ Exhibits and Financial Statement Schedules ”, in this Annual Report on Form 10-K.
Removed
When determining the transaction price of a contract, an adjustment is made if payment from a customer occurs either significantly before or significantly after performance, resulting in a significant financing component.
Added
All dollar and percentage changes made herein refer to the year ended December 31, 2025, compared with the year ended December 31, 2024, unless otherwise noted.
Removed
We do not assess whether a significant financing component exists if the period between when we perform our obligations under the contract and when the customer pays is one year or less. None of our contracts contained a significant financing component as of December 31, 2024. Contracts with customers may contain multiple performance obligations.
Added
Geographically, product revenue increased 15.7% in North America, 16.0% in Europe and 19.3% in Asia Pacific and the rest of the world. Related to our acquisitions, products acquired from 30 Table of Contents 908 Devices contributed $9.3 million in revenue during the year ended December 31, 2025.

… 107 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

7 edited+2 added−2 removed1 unchanged
Biggest changeAs a result, a hypothetical 100 basis point increase in interest rates would have no effect on our cash position as of December 31, 2024. We manage our investment portfolio in accordance with our investment policy or approval by the Board of Directors.
Biggest changeOur money market mutual funds and U.S. treasury bills have short-term maturity periods that dampen the impact of market or interest rate risk. As a result, a hypothetical 100 basis point increase in interest rates would have no effect on our cash position as of December 31, 2025.
ITEM 7A. QUANTITATIVE AND QUALITAT IVE DISCLOSURES ABOUT MARKET RISK We are exposed to market risk in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates.
ITEM 7A. QUANTITATIVE AND QUALITA TIVE DISCLOSURES ABOUT MARKET RISK We are exposed to market risk in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates.
Our market risk exposure is primarily a result of fluctuations in interest rates and foreign currency exchange rates. Interest Rate Risk We have historically held investments in commercial paper, U.S. treasury and government securities as well as corporate bonds and other debt securities.
Our market risk exposure is primarily a result of fluctuations in interest rates and foreign currency exchange rates. Interest Rate Risk We have historically held investments in commercial paper, United States (“U.S.”) treasury and government securities as well as corporate bonds and other debt securities.
The primary objectives of our investment policy are to preserve principal, maintain a high degree of liquidity to meet operating and other needs, and obtain competitive returns subject to prevailing market conditions without significantly increasing risk.
We manage our investment portfolio in accordance with our investment policy or approval by the Board of Directors. The primary objectives of our investment policy are to preserve principal, maintain a high degree of liquidity to meet operating and other needs, and obtain competitive returns subject to prevailing market conditions without significantly increasing risk.
Fluctuations in exchange rates may adversely affect our results of operations, financial position and cash flows. Although a majority of our contracts are denominated in U.S. dollars, 37.0% and 37.9% of total revenues were denominated in foreign currencies during 2024 and 2023, respectively.
Fluctuations in exchange rates may adversely affect our results of operations, financial position and cash flows. Although a majority of our contracts are denominated in U.S. dollars, 39.5% of total revenues were denominated in foreign currencies for the year ended December 31, 2025.
As a result, we have been exposed to potential loss from market risks that may occur as a result of changes in interest rates, changes in credit quality of the issuer or otherwise. We do not have any such investments as of December 31, 2024.
As a result, we have been exposed to potential loss from market risks that may occur as a result of changes in interest rates, changes in credit quality of the issuer or otherwise. As of December 31, 2025, our investment portfolio consists of cash, cash equivalents and marketable securities.
To achieve this objective, we maintain our portfolio of cash equivalents in high-quality securities, including money market funds. 51 Foreign Exchange Risk The reporting currency of the Company is U.S. dollars, and the functional currency of each of our foreign subsidiaries is its respective local currency.
Foreign Exchange Risk The reporting currency of the Company is U.S. dollars, and the functional currency of each of our foreign subsidiaries is its respective local currency.
Removed
Our investment portfolio consists of cash and cash equivalents (cash and money market funds) that total $757.4 million on the consolidated balance sheets as of December 31, 2024. Our cash equivalent investments (money market funds) have short-term maturity periods that dampen the impact of market or interest rate risk.
Added
Our cash equivalents consist primarily of money market mutual funds, including government and prime funds, and our marketable securities consist of U.S. treasury bills. As of December 31, 2025, total cash, cash equivalents and marketable securities are $767.6 million.
Removed
We use foreign exchange forward contracts to hedge a portion of our exposures to changes in currency exchange rates which result from an intercompany loan with a subsidiary. We do not use derivative financial instruments for trading or speculative purposes. A hypothetical 10% change in currency exchange rates would not have a material impact on our consolidated financial statements.
Added
Our Convertible Senior Notes due 2028 (the “2023 Notes”), carry a fixed interest rate of 1.00% per year. Since the 2023 Notes bear interest at a fixed rate, we have no financial statement risk associated with changes in rates relative to our debt instruments.

Other RGEN 10-K year-over-year comparisons