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What changed in Bio-Techne's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Bio-Techne'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.

+214 added−225 removedSource: 10-K (2025-08-22) vs 10-K (2024-08-22)

Top changes in Bio-Techne's 2025 10-K

214 paragraphs added · 225 removed · 187 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

63 edited+3 added−6 removed73 unchanged
Biggest changeToday, our product lines include hundreds of thousands of diverse products, most of which we manufacture ourselves in multiple locations in North America, as well as a location each in the U.K. and China. Our historical focus was on providing high quality proteins, antibodies and immunoassays to the life science research market and hematology controls to the diagnostics market.
Biggest changeOur common stock is listed on the NASDAQ under the symbol “TECH.” We operate globally, with offices in many locations throughout North America, Europe and Asia. Today, our product lines include hundreds of thousands of diverse products, most of which we manufacture ourselves in multiple locations in North America, as well as locations in the U.K., Canada, Switzerland and China.
We also completed a 19.9% investment in Wilson Wolf Corporation (“Wilson Wolf”) in fiscal year 2023, and will acquire the remaining ownership in Wilson Wolf by the end of calendar year 2027, if not earlier due to its achievement of revenue or earnings before interest, taxes, depreciation, and amortization (“EBITDA”) targets.
We also completed a 19.9% investment in Wilson Wolf Corporation (“Wilson Wolf”) in fiscal 2023, and will acquire the remaining ownership in Wilson Wolf by the end of calendar year 2027, if not earlier due to its achievement of revenue or earnings before interest, taxes, depreciation, and amortization (“EBITDA”) targets.
The Reagent Solutions division consists of specialized proteins, such as cytokines and growth factors, antibodies, small molecules, tissue culture sera and cell selection technologies traditionally used by researchers to further their life science experimental activities and by companies developing next generation diagnostics and therapeutics, including companies developing cell- and gene-based therapeutics.
The Reagent Solutions division consists of specialized proteins, such as cytokines and growth factors, antibodies, small molecules, tissue culture sera and cell selection technologies traditionally used by researchers to further their life science experimental activities and by companies developing next generation diagnostics and therapeutics, including cell- and gene-based therapeutics.
Geist most recently served as Chief Operating Officer for Quanterix, and before that in senior management roles at Thermo Fisher Scientific and QuantaBiosciences, a QIAGEN company. ​ Shane Bohnen was promoted to General Counsel and Corporate Secretary on March 3, 2023, and has been an attorney on the Company’s legal team since July 2019. Prior to joining Bio-Techne, Mr.
Prior to Bio-Techne, Mr. Geist most recently served as Chief Operating Officer for Quanterix, and before that in senior management roles at Thermo Fisher Scientific and QuantaBiosciences, a QIAGEN company. ​ Shane Bohnen was promoted to General Counsel and Corporate Secretary on March 3, 2023, and has been an attorney on the Company’s legal team since July 2019.
Since these products preserve spatial context, they are particularly useful for complex tissue profiling. In the first quarter of fiscal year 2024, we closed on the acquisition of Lunaphore, a leading developer of fully automated spatial biology solutions using precision microfluidic technology capable of revealing hyperplex proteomic and transcriptomic biomarkers in tumors and other tissues at single-cell and subcellular resolution.
Since these products preserve spatial context, they are particularly useful for complex tissue profiling. In the first quarter of fiscal 2024, we closed on the acquisition of Lunaphore, a leading developer of fully automated spatial biology solutions using precision microfluidic technology capable of revealing hyperplex proteomic and transcriptomic biomarkers in tumors and other tissues at single-cell and subcellular resolution.
In addition, HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, also restricts the use and disclosure of patient identifiable health information, mandates the adoption of standards relating to the privacy and security of patient identifiable health information and requires the reporting of certain security breaches with respect to such information. ​ ● The False Claims Act, which imposes liability on any person or entity that, among other things, knowingly presents, or causes to be presented, a false or fraudulent claim for payment by a federal health care program, knowingly makes, uses or causes to be made or used, a false record or statement material to a false or fraudulent claim, or knowingly makes a false statement to avoid, decrease or conceal an obligation to pay money to the U.S. federal government. ​ ● The Open Payments Act requires manufacturers of medical devices covered under Medicare to, in certain circumstances, record payments and other transfers of value to a broad range of healthcare providers and teaching hospitals and to report this data as well as ownership and investment interests held by the physicians described above and their immediate family members to HHS for subsequent public disclosure, as well as similar reporting requirements in some states and in other countries. ​ For a discussion of risks related to regulation by the FDA and comparable agencies of other countries, and the other regulatory regimes referenced above, please refer to section entitled “Item 1A.
In addition, HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, also restricts the use and disclosure of patient identifiable health information, 11 Table of Contents mandates the adoption of standards relating to the privacy and security of patient identifiable health information and requires the reporting of certain security breaches with respect to such information. ​ ● The False Claims Act, which imposes liability on any person or entity that, among other things, knowingly presents, or causes to be presented, a false or fraudulent claim for payment by a federal health care program, knowingly makes, uses or causes to be made or used, a false record or statement material to a false or fraudulent claim, or knowingly makes a false statement to avoid, decrease or conceal an obligation to pay money to the U.S. federal government. ​ ● The Open Payments Act requires manufacturers of medical devices covered under Medicare to, in certain circumstances, record payments and other transfers of value to a broad range of healthcare providers and teaching hospitals and to report this data as well as ownership and investment interests held by the physicians described above and their immediate family members to HHS for subsequent public disclosure, as well as similar reporting requirements in some states and in other countries. ​ For a discussion of risks related to regulation by the FDA and comparable agencies of other countries, and the other regulatory regimes referenced above, please refer to section entitled “Item 1A.
Diagnostics and Genomics Segment Products The Spatial Biology division products sold under the Advanced Cell Diagnostics, or ACD, brand, are novel in-situ hybridization (ISH) assays for transcriptome, DNA copy, and structural variation analysis within intact cells, providing highly sensitive and specific spatial information at single cell resolution.
Diagnostics and Spatial Biology Segment Products The Spatial Biology division products sold under the Advanced Cell Diagnostics, or ACD, brand, are novel in-situ hybridization (ISH) assays for transcriptome, DNA copy, and structural variation analysis within intact cells, providing highly sensitive and specific spatial information at single cell resolution.
Diagnostics and Genomics Segment Customers and Distribution Methods The customers for the Spatial Biology division include researchers in academia as well as investigators in pharmaceutical and biotech companies. We sell our products directly to those customers who are primarily located in North America, Europe, and China, and through distributors elsewhere.
Diagnostics and Spatial Biology Segment Customers and Distribution Methods The customers for the Spatial Biology division include researchers in academia as well as investigators in pharmaceutical and biotech companies. We sell our products directly to those customers who are primarily located in North America, Europe, and China, and through distributors elsewhere.
At the management level, our Chief Human Resources Officer, who reports directly to our President and CEO, is responsible for the development and execution of the Company’s talent management strategy. Engagement and Belonging Our engagement strategy focuses on developing the best workplace and best people leaders to meet our employees’ needs.
At the management level, our Chief Human Resources Officer, who reports directly to our President and CEO, is responsible for the development and execution of the Company’s people strategy. Engagement and Belonging Our engagement strategy focuses on developing the best workplace and best people leaders to meet our employees’ needs.
Recruitment and Retention Bio-Techne believes that sustaining its profitable growth will require a continued focus on recruiting and retaining top, diverse talent. We engage in a variety of recruiting strategies intended to locate and identify qualified candidates and create a talent pipeline.
Recruitment and Retention Bio-Techne believes that sustaining its profitable growth will require a continued focus on recruiting and retaining top talent. We engage in a variety of recruiting strategies intended to locate and identify qualified candidates and create a talent pipeline.
HUMAN CAPITAL Through its subsidiaries, Bio-Techne employed approximately 3,100 full-time and part-time employees as of June 30, 2024, of whom approximately 2,300 were employed in the United States and approximately 800 outside the United States. None of the United States employees are unionized. Outside the United States, the Company has government-mandated collective bargaining arrangements or work councils in certain countries.
HUMAN CAPITAL Through its subsidiaries, Bio-Techne employed approximately 3,100 full-time and part-time employees as of June 30, 2025, of whom approximately 2,300 were employed in the United States and approximately 800 outside the United States. None of the United States employees are unionized. Outside the United States, the Company has government-mandated collective bargaining arrangements or work councils in certain countries.
Talent Development and Learning and Development Bio-Techne invests in people development in the belief that growing and promoting employees from within the Company creates a more sustainable organization. High potential employees are identified through our annual talent review strategy, as well as through leadership development programs designed to cultivate future leaders.
Talent Development and Learning and Development Bio-Techne invests in people development in the belief that growing and promoting employees from within the Company creates a more sustainable organization. High potential employees are identified through our annual talent review process, as well as through leadership development programs designed to cultivate future leaders.
These include a significant investment in state-of-the art facilities for production of both proteins and small molecules in large quantities manufactured in accordance with cGMP, as well as a 19.9% investment in – and eventual acquisition of – Wilson Wolf, which is a leading provider of cell culture devices for cell-based therapies.
These include a significant investment in state-of-the art facilities for production of both proteins and small molecules in large quantities manufactured in accordance with cGMP, as well as a 19.9% investment in, and eventual acquisition of , Wilson Wolf, a leading provider of cell culture devices for cell-based therapies.
In addition to being useful research tools, our DNA and RNA in situ hybridization (ISH) assays have diagnostics applications as well, and several are cleared or currently under review by the FDA in partnership with diagnostics instrument manufacturers and pharmaceutical companies.
In addition to being useful research tools, our DNA and RNA in situ hybridization (ISH) assays have diagnostics applications, and several are cleared or currently under review by the FDA in partnership with diagnostics instrument manufacturers and pharmaceutical companies.
Bio-Techne’s Board of Directors reviews management succession planning at least annually, and its Compensation Committee reviews the Company’s talent management strategy periodically in connection with significant initiatives and acquisitions, as well as part of its oversight of our executive and equity compensation programs.
Bio-Techne’s Board of Directors reviews management succession planning at least annually, and its Compensation Committee reviews the Company’s people strategy periodically in connection with significant initiatives and acquisitions, as well as part of its oversight of our executive and equity compensation programs.
While these responses were quite positive, our management used the responses to inform and shape our future employee-focused initiatives.
While these responses were positive, our management used the responses to inform and shape our future employee-focused initiatives.
Through collaborations with key opinion leaders, participation in scientific discussions and societies, and leveraging our internal talent we expect to be able to convert our continued significant investment in our research and development activities to be first-to-market with quality products that are at the leading edge of life science researchers’ needs. 6 Table of Contents Capitalize on High Potential Markets.
Through collaborations with key opinion leaders, participation in scientific discussions and societies, and leveraging our internal talent we expect to be able to convert our continued significant investment in our research and development activities to be first-to-market with quality products that are at the leading edge of life science researchers’ needs. Capitalize on High Potential Markets.
A majority of Diagnostics Reagents division products are manufactured in large bulk lots and sold on a schedule set by the customer. Consequently, sales for that division can be unpredictable, and not necessarily based on seasonality. As a result, we can experience material and sometimes unpredictable fluctuations in our revenue from the Diagnostics and Genomics segment.
A majority of Diagnostics Reagents division products are manufactured in large bulk lots and sold on a schedule set by the customer. Consequently, sales for that division can be unpredictable, and not necessarily based on seasonality. As a result, we can experience material and sometimes unpredictable fluctuations in our revenue from the Diagnostics and Spatial Biology segment.
In fact, we have received Food and Drug Administration (FDA) marketing clearance for a few of our immunoassays for use as in vitro diagnostic devices. 7 Table of Contents Protein Sciences Segment Customers and Distribution Methods Our customers for this segment include researchers in academia and industry (chiefly pharmaceutical and biotech companies as well as contract research organizations).
In fact, we have received Food and Drug Administration (FDA) marketing clearance for a few of our immunoassays for use as in vitro diagnostic devices. Protein Sciences Segment Customers and Distribution Methods Our customers for this segment include researchers in academia and industry (chiefly pharmaceutical and biotech companies as well as contract research organizations).
Our sales are widely distributed, and no single end-user customer accounted for more than 10% of the Protein Sciences segment’s net sales during fiscal 2024, 2023, or 2022.
Our sales are widely distributed, and no single end-user customer accounted for more than 10% of the Protein Sciences segment’s net sales during fiscal 2025, 2024, or 2023.
We sell our products directly to customers who are primarily located in North America, Europe and China, as well as through a distribution agreement with Thermo Fisher Scientific. We also sell through third party distributors in China, Japan, certain eastern European countries and the rest of the world.
We sell our products directly to customers who are primarily located in North America, Europe and China, as well as through a distribution agreement with Thermo Fisher Scientific. We also sell through third 5 Table of Contents party distributors in China, Japan, certain eastern European countries and the rest of the world.
The Company and its employees donate financially and by giving their time and energy. Most sites or departments engage in local charitable causes and activities. In some of our sites, employees are encouraged to give through regular payroll deductions and through the annual campaign week where employee contributions are matched by the Company.
The Company and its employees donate financially and by giving their time and energy. Most sites or departments engage in local 9 Table of Contents charitable causes and activities. In some of our sites, employees are encouraged to give through regular payroll deductions and through the annual campaign week where employee contributions are matched by the Company.
This segment also sells to diagnostic/companion diagnostic and therapeutic customers, especially customers engaged in the development of cell- and gene-based therapies. Our biologics line of products in the Analytical Solutions division is used chiefly by production and quality control departments at biotech and pharmaceutical companies.
This segment also sells to diagnostic/companion diagnostic and therapeutic customers, including those engaged in the development of cell- and gene-based therapies. Our biologics line of products in the Analytical Solutions division is used chiefly by production and quality control departments at biotech and pharmaceutical companies.
Like other companies in our industry, our manufacturing and research activities involve the use and transportation of substances regulated under environmental health and safety laws including those relating to the transportation of hazardous materials. 14 Table of Contents Other Laws and Regulations Governing Our Sales, Marketing and Shipping Activities We are subject to the U.S.
Like other companies in our industry, our manufacturing and research activities involve the use and transportation of substances regulated under environmental health and safety laws including those relating to the transportation of hazardous materials. Other Laws and Regulations Governing Our Sales, Marketing and Shipping Activities We are subject to the U.S.
Department of Health and Human Services (“HHS”), including the Centers for Medicare & Medicaid Services (“CMS”), as well as comparable state and non-U.S. agencies responsible for reimbursement and regulation of healthcare goods and services, including laws and regulations related to kickbacks, false claims, self-referrals and healthcare fraud. 13 Table of Contents ​ ● U.S.
Department of Health and Human Services (“HHS”), including the Centers for Medicare & Medicaid Services (“CMS”), as well as comparable state and non-U.S. agencies responsible for reimbursement and regulation of healthcare goods and services, including laws and regulations related to kickbacks, false claims, self-referrals and healthcare fraud. ​ ● U.S.
Our talent management strategy spans multiple key dimensions, including the following: Culture and Governance Our four EPIC values of Empowerment, Passion, Innovation and Collaboration are the backbone for the way we approach the leadership and direction of our work force. Employees are empowered to realize their potential.
Our people strategy spans multiple key dimensions, including the following: Culture and Governance Our four EPIC values of Empowerment, Passion, Innovation and Collaboration are the backbone for the way we approach the leadership and direction of our work force. Employees are empowered to realize their potential.
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.
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 initiative allows individuals to deal with change easily and reduces the need to run large scale change management programs. 11 Table of Contents Well-Being and Safety The Company is committed to protecting the physical health, safety, and psychological well-being of our employees by providing a safe work environment and permitting hybrid work schedules wherever feasible.
This initiative allows individuals to deal with change more easily and reduces the need to run large scale change management programs. Well-Being and Safety The Company is committed to protecting the physical health, safety, and psychological well-being of our employees by providing a safe work environment and permitting hybrid work schedules wherever feasible.
DIAGNOSTICS AND GENOMICS SEGMENT The Diagnostics and Genomics segment, representing approximately 28% of our net revenues in fiscal 2024, includes three divisions and is focused primarily on the diagnostic and research markets and includes spatial biology, liquid biopsy, molecular diagnostics kits and products, and diagnostics reagents.
DIAGNOSTICS AND SPATIAL BIOLOGY SEGMENT The Diagnostics and Spatial Biology segment, representing approximately 28% of our net revenues in fiscal 2025, includes three divisions and is focused primarily on the diagnostic and research markets and includes spatial biology, liquid biopsy, molecular diagnostics kits and products, and diagnostics reagents.
As a party to these contracts, Bio-Techne does have to comply with 9 Table of Contents certain regulations that apply to companies doing business with governments. For a discussion of risks related to government contracting requirements, see “Item 1A.
As a party to these contracts, Bio-Techne does have to comply with certain regulations that apply to companies doing business with governments. For a discussion of risks related to government contracting requirements, see “Item 1A.
The following sections describe certain significant regulations pertinent to the Company. These are not the only laws and regulations applicable 12 Table of Contents to the Company’s business. For a description of risks related to laws and regulations to which we are subject, refer to “Item 1A.
The following sections describe certain significant regulations pertinent to the Company. These are not the only laws and regulations applicable to the Company’s business. For a description of risks related to laws and regulations to which we are subject, refer to “Item 1A.
While this is an area of focus for the Company, there is no assurance that any of the products in the research and development phases can be successfully completed or, if completed, can be successfully introduced into the marketplace.
While this is an area of focus for the Company, there is no 7 Table of Contents assurance that any of the products in the research and development phases can be successfully completed or, if completed, can be successfully introduced into the marketplace.
Many medical device products are also regulated by comparable agencies in non-U.S. countries in which they are produced or sold. Any medical devices we manufacture and distribute are subject to pervasive and continuing regulation by the FDA and certain state and non-U.S. agencies.
Many medical device products are also regulated by comparable agencies in non-U.S. countries in which they are produced or sold. 10 Table of Contents Any medical devices we manufacture and distribute are subject to pervasive and continuing regulation by the FDA and certain state and non-U.S. agencies.
This test is also available in Europe as a CE-marked product. The Asuragen- 8 Table of Contents branded products are sold primarily to laboratories for use in lab-developed tests or in kit form as regulated diagnostic tests.
This test is also available in Europe as a CE-marked product. The Asuragen-branded products are sold primarily to laboratories for use in lab-developed tests or in kit form as regulated diagnostic tests.
We believe that strong employee engagement helps enable higher retention and better business performance. We assess our engagement performance through regular consultation with our managers. We also engage more formally via an annual engagement survey that assesses our employees’ overall experience. In 2024, 74% of our global workforce participated, and 77% of those who responded provided favorable feedback.
We believe that strong employee engagement helps enable higher retention and better business performance. We assess our engagement performance through regular consultation with our managers. We also engage more formally via an annual engagement survey that assesses our employees’ overall experience. In 2025, two-thirds of our global workforce participated, and 75% of those who responded provided favorable feedback.
We also carry out research to develop new products that build upon and expand the technologies we acquire through our acquisition strategy. In fiscal 2024, we introduced over 800 new products.
We also carry out research to develop new products that build upon and expand the technologies we acquire through our acquisition strategy. In fiscal 2025, we introduced over 400 new products.
Since 2013, we have been implementing a disciplined strategy to accelerate growth in part by acquiring businesses and product portfolios that leveraged and diversified our existing product lines, filled portfolio gaps with differentiated high growth businesses, and expanded our geographic scope.
We have implemented a disciplined strategy to accelerate growth in part by acquiring businesses and product portfolios that leveraged and diversified our existing product lines, filled portfolio gaps with differentiated high growth businesses, and expanded our geographic scope.
With our broad 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.
Our broad product portfolio and application expertise enables 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.
To accomplish this, we rely on a combination of intellectual property rights, including patents, trade secrets and trademarks, as well as customary contractual protections in our terms and conditions and other sales-related documentation. As of June 30, 2024, we had rights to approximately 710 granted patents and approximately 330 pending patent applications.
To accomplish this, we rely on a combination of intellectual property rights, including patents, trade secrets and trademarks, as well as customary contractual protections in our terms and conditions and other sales-related documentation. As of June 30, 2025, we had rights to approximately 1,340 granted patents and approximately 270 pending patent applications.
We will leverage our existing portfolio to expand our product offerings into novel research fields and further penetrate diagnostics and therapeutics markets. Acquisitions have, and will likely continue to play, an important role in our efforts to expand our portfolio of innovative tools and bioactive reagents, and support our initiatives to enter adjacent markets. Deliver Best-in-Class Customer Experience.
We will leverage our existing portfolio to expand our product offerings into novel research fields and further penetrate diagnostics and therapeutics markets. 4 Table of Contents Acquisitions have, and will likely continue to play, an important role in our efforts to expand our portfolio of innovative tools and bioactive reagents, and support our initiatives to enter adjacent markets.
EXECUTIVE OFFICERS OF THE REGISTRANT As of the date of this Annual Report, the names, ages, positions and periods of service of each executive officer of the Company are as follows: ​ ​ ​ ​ ​ ​ ​ ​ Name Age Position Officer Since ​ ​ ​ ​ ​ ​ ​ Kim Kelderman 57 President, Chief Executive Officer and Director 2018 James Hippel 53 Executive Vice President and Chief Financial Officer 2014 William Geist 55 President, Protein Sciences 2022 Matthew McManus ​ 55 President, Diagnostics and Genomics 2024 Shane Bohnen 49 Senior Vice President, General Counsel & Corp.
EXECUTIVE OFFICERS OF THE REGISTRANT As of the date of this Annual Report, the names, ages, positions and periods of service of each executive officer of the Company are as follows: ​ ​ ​ ​ ​ ​ ​ ​ Name Age Position Officer Since ​ ​ ​ ​ ​ ​ ​ Kim Kelderman 58 President, Chief Executive Officer and Director 2018 James Hippel 54 Executive Vice President and Chief Financial Officer 2014 William Geist 56 President, Protein Sciences 2022 Matthew McManus ​ 56 President, Diagnostics and Spatial Biology 2024 Shane Bohnen 50 Senior Vice President, General Counsel & Corp.
Some charitable causes are identified and promoted by our ERGs. In addition, United States employees receive a paid day off to participate in local opportunities to give back to the community as part of our volunteer time off benefit. INTELLECTUAL PROPERTY Our success depends in part upon our ability to protect our core technologies and intellectual property.
In addition, United States employees receive a paid day off to participate in local opportunities to give back to the community as part of our volunteer time off benefit. INTELLECTUAL PROPERTY Our success depends in part upon our ability to protect our core technologies and intellectual property.
McManus most recently served as Chief Operating Officer for Azenta Life Sciences and served as Chief Executive Officer of Asuragen prior to the Bio-Techne acquisition. William Geist has been President of the Protein Sciences segment since January 3, 2022. Prior to Bio-Techne, Mr.
Matthew McManus joined Bio-Techne on January 8, 2024 as President, Diagnostics and Spatial Biology. Prior to Bio-Techne, Mr. McManus most recently served as Chief Operating Officer for Azenta Life Sciences and served as Chief Executive Officer of Asuragen prior to the Bio-Techne acquisition. William Geist has been President of the Protein Sciences segment since January 3, 2022.
Other Healthcare Laws Several of the products sold in our Diagnostics and Genomics segment are subject to various health care related laws regulating fraud and abuse, research and development, pricing and sales and marketing practices, and the privacy and security of health information, including, among others: ● U.S. federal regulations regarding quality and cost by the U.S.
Other Healthcare Laws Some of the products and services we sell, predominantly in our Diagnostics and Spatial Biology segment, are subject to various health care related laws regulating fraud and abuse, research and development, pricing and sales and marketing practices, and the privacy and security of health information, including, among others: ● U.S. federal regulations regarding quality and cost by the U.S.
These initiatives in the past have resulted in changes in programs and policies, including expansion of our management and leadership development programs, addition of a parental leave program, expansion of our incentive programs to include annual cash 10 Table of Contents bonuses to all employees, introduction of flexible working, addition of an internal communications function, leadership engagement focused on transparency and stronger feedback follow-up, and expansion of the breadth and resources of our Employee Resource Groups (ERGs).
These initiatives in the past have resulted in changes in programs and policies, including expansion of our management and leadership development programs, expansion of a parental leave program, introduction of flexible working, addition of an internal communications function, leadership engagement focused on transparency and stronger feedback follow-up, and expansion of the breadth and resources of our Employee Resource Groups (ERGs).
Bohnen spent 10 years in private practice as a life sciences litigator, followed by seven years as in-house corporate counsel with an expansive breadth of responsibility and global scope. ​ 16 Table of Contents
Prior to joining Bio-Techne, Mr. Bohnen spent 10 years in private practice as a life sciences litigator, followed by seven years as in-house corporate counsel with an expansive breadth of responsibility and global scope. ​ 13 Table of Contents
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. We are a Minnesota corporation with our global headquarters in Minneapolis, Minnesota.
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.
This is demonstrated by leading with our EPIC values of Empowerment, Passion, Innovation and Collaboration. We continuously build on our people-first culture, led by uncompromising integrity, hosting a place of belonging, granting access to innovation and respecting human rights around the globe.
We continuously build on our people-first culture, led by uncompromising integrity, hosting a place of belonging, granting access to innovation and respecting human rights around the globe.
Bio-Techne is committed to attracting, developing, engaging, and retaining the best people possible from around the world to sustain and grow our leadership position in life sciences tools and diagnostics. We strive to create an employee experience that allows each to achieve their life’s best work.
Bio-Techne is committed to attracting, developing, engaging, and retaining the best people possible from around the world to sustain and grow our leadership position in life sciences tools and diagnostics. We strive to create an employee experience that allows each to achieve their full potential. This is demonstrated by our EPIC values of Empowerment, Passion, Innovation and Collaboration.
MANUFACTURING AND MATERIALS Our manufacturing operations use a wide variety of raw materials and components, including electronic components, chemicals and biological materials. No single supplier is material, although for some components that require particular specifications or regulatory or other qualifications there may be a single supplier or a limited number of suppliers that can readily provide such components.
No single supplier is material, although for some components that require particular specifications or regulatory or other qualifications there may be a single supplier or a limited number of suppliers that can readily provide such components.
In recent years, we bolstered our recruitment and retention efforts by expanding eligibility to receive stock options deeper into the organization and expanded our Long-Term Incentive program strategy to include a combination of stock options and restricted stock units, instead of exclusively stock options.
The Company offers competitive pay and benefits, from flexible work to financial planning resources to an employee stock purchase plan. In recent years, we bolstered our recruitment and retention efforts by expanding eligibility to receive stock options deeper into the organization and expanded our Long-Term Incentive program strategy to include a combination of stock options and restricted stock units.
We will continue to expand our sales staff and distribution channels globally in order to increase our global presence and make it easier for customers to transact with us. We strive for every interaction to be seamless, personalized, and exceeding expectations. We aim to deeply understand customers wants and needs while simultaneously offering high-quality service at every touchpoint.
Deliver Best-in-Class Customer Experience. We will continue to expand our sales staff and distribution channels globally in order to increase our global presence and make it easier for customers to transact with us. We strive for every interaction to be seamless, personalized, and exceeding expectations.
Prior to joining the Company, he served as an executive at Thermo Fisher Scientific and as a Senior Segment Leader at Becton Dickinson. James Hippel has been Chief Financial Officer of the Company since April 1, 2014. Prior to joining the Company, Mr.
Kim Kelderman was promoted to President and Chief Executive Officer of the Company on February 1, 2024 and has been an executive officer of the Company since joining the Company in 2018. Prior to joining the Company, he served as an executive at Thermo Fisher Scientific and as a Senior Segment Leader at Becton Dickinson.
The majority of Diagnostic Reagents Division’s sales are through OEM agreements, but we sell some of our diagnostic reagent products directly to customers and, in Europe and Asia, also through distributors. No customer accounted for 10% or more of the reporting segment’s consolidated net sales during fiscal years 2024, 2023 or 2022.
The majority of Diagnostic Reagents Division’s sales are through OEM agreements, but we sell some of our diagnostic reagent products directly to customers and, in Europe and Asia, also through distributors.
As of June 30, 2024, 49% of our total employee population was female, and 43% of our managerial employees were female. 39% of our total employee population identified as nonwhite and 26% of our managerial employees identified as nonwhite.
As of June 30, 2025, we had 11 ERGs operating globally. As of June 30, 2025, 48% of our total employee population was female, and 43% of our managerial employees were female. 39% of our total employee population identified as nonwhite and 28% of our managerial employees identified as nonwhite.
If we, or certain third parties through which we sell or provide goods or services, violate anti-boycott laws and regulations, we may be subject to civil or criminal enforcement action and varying degrees of liability.
If we, or certain third parties through which we sell or provide goods or services, violate anti-boycott laws and regulations, we may be subject to civil or criminal enforcement action and varying degrees of liability. 12 Table of Contents We are subject to laws and regulations governing government contracts, and failure to address these laws and regulations or comply with government contracts could cause a reduction in revenue associated with these customers.
Hippel served as Senior Vice President and Chief Financial Officer for Mirion Technologies, Inc and as Vice President, Finance at Thermo Fisher Scientific, and in financial roles at Honeywell International. Mr. Hippel started his career with KPMG LLP. Matthew McManus joined Bio-Techne on January 8, 2024 as President, Diagnostics and Genomics. Prior to Bio-Techne, Mr.
James Hippel has been Chief Financial Officer of the Company since April 1, 2014. Prior to joining the Company, Mr. Hippel served as Senior Vice President and Chief Financial Officer for Mirion Technologies, Inc and as Vice President, Finance at Thermo Fisher Scientific, and in financial roles at Honeywell International. Mr. Hippel started his career with KPMG LLP.
PROTEIN SCIENCES SEGMENT Protein Sciences Segment Products and Markets The Protein Sciences segment is the larger of our two segments, representing approximately 72% of our net sales in fiscal 2024. It is comprised of two divisions with complementary product offerings serving many of the same customers – the Reagent Solutions division and the Analytical Solutions division.
It is comprised of two divisions with complementary product offerings serving many of the same customers – the Reagent Solutions division and the Analytical Solutions division.
In fiscal year 2024, we empowered work/life integration through hybrid work models wherever feasible, continued to cultivate belonging and inclusion through deepened investment of resources to our ERGs, and paved the path for career growth through the personalized development and implementation of individual action plans.
In fiscal 2025, we empowered work/life integration through hybrid work models wherever feasible, continued to cultivate belonging and inclusion, and paved the path for career growth through the personalized development and individual action plans. We believe a culture of belonging is central to drive innovation, fuel growth and help ensure our technologies and products effectively serve a global customer base.
We were founded in 1976 as Research and Diagnostic Systems, Inc. We became a publicly traded company in 1985 through a merger with Techne Corporation, now Bio-Techne Corporation. Our common stock is listed on the NASDAQ under the symbol “TECH.” We operate globally, with offices in many locations throughout North America, Europe and Asia.
We are a Minnesota corporation with our global headquarters in Minneapolis, Minnesota. We were founded in 1976 as Research and Diagnostic Systems, Inc. We became a publicly traded company in 1985 through a merger with Techne Corporation, now Bio-Techne Corporation.
Develop People Through a Transofrmative Culture. As we continue to grow both organically and through acquisition, we are intentionally fostering an “EPIC” culture based on the ideals of Empowerment, Passion, Innovation and Collaboration. We strive to recruit, train and retain the most talented staff, who share these EPIC ideals to effectively implement our global strategies.
We aim to deeply understand customers’ wants and needs while simultaneously offering high-quality service at every touchpoint. Develop People Through a Transofrmative Culture. As we continue to grow both organically and through acquisition, we are intentionally fostering an “EPIC” culture based on the ideals of Empowerment, Passion, Innovation and Collaboration.
We believe a diverse workforce and culture of belonging is central to drive innovation, fuel growth and help ensure our technologies and products effectively serve a global customer base. The Company’s executive-sponsored Belonging initiative is focused on providing a welcoming working environment for all employees, continued education, broadening our candidate pools, and implementing and sustaining programs.
The Company’s executive-sponsored Belonging initiative is focused on providing a welcoming working environment for all employees, continued education, broadening our candidate pools, and implementing and sustaining programs. Under the guidance of our executive-sponsored Employee Resource Group 8 Table of Contents Council, ERGs offer mentorship, support and engagement to help our employees succeed and thrive.
There are no family relationships among any of the officers named, nor is there any arrangement or understanding pursuant to which any person was selected as an officer. 15 Table of Contents Kim Kelderman was promoted to President and Chief Executive Officer of the Company on February 1, 2024 and has been an executive officer of the company since joining the company in 2018.
Secretary 2023 ​ Set forth below is information regarding the business experience of each executive officer. There are no family relationships among any of the officers named, nor is there any arrangement or understanding pursuant to which any person was selected as an officer.
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From fiscal years 2013 through 2024 we have acquired, agreed to acquire, or made investments in twenty companies that have expanded the product offerings and geographic footprint of both operating segments, including the acquisition of Lunaphore SA (“Lunaphore”) at the beginning of fiscal year 2024.
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Recent examples include the investment in Spear Bio at the beginning of fiscal 2025 and the acquisition of Lunaphore SA (“Lunaphore”) at the beginning of fiscal 2024.
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Additionally, subsequent to fiscal 2024, we made an investment in Spear Bio, which is a leader in the development and manufacturing of ultra-sensitive immunoassays capable of measuring protein biomarkers at attomolar level from sub-microliter sample volume.
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We strive to recruit, train and retain the most talented staff, who share these EPIC ideals to effectively implement our global strategies. PROTEIN SCIENCES SEGMENT Protein Sciences Segment Products and Markets The Protein Sciences segment is the larger of our two segments, representing approximately 72% of our net sales in fiscal 2025.
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One of the centerpieces of our talent development strategy is our ERGs, coordinated under the guidance of our executive-sponsored Employee Resource Group Council; they offer mentorship, support and engagement to help our employees, including those from underrepresented groups, succeed and thrive. As of June 30, 2024, we had 10 ERGs operating globally.
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No customer accounted for 10% or more of the reporting segment’s consolidated net sales during fiscal 2025, 2024 or 2023. 6 Table of Contents MANUFACTURING AND MATERIALS Our manufacturing operations use a wide variety of raw materials and components, including electronic components, chemicals and biological materials.
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The Company offers competitive pay and benefits, from flexible work to financial planning resources to an employee stock purchase plan.
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We are subject to laws and regulations governing government contracts, and failure to address these laws and regulations or comply with government contracts could harm our business by a reduction in revenue associated with these customers.
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Secretary 2023 ​ Set forth below is information regarding the business experience of each executive officer.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeBio-Techne also obtained a 19.9% ownership stake in Wilson Wolf and will acquire the remaining ownership no later than the end of calendar year 2027. We have also continued participating in our collaborative marketing venture, ScaleReady LLC, with Wilson Wolf and another partner, which addresses the needs of the rapidly expanding cell and gene therapy market.
Biggest changeAt the beginning of this fiscal year, we invested in Spear Bio and at the beginning of fiscal year 2024 we completed the acquisition of Lunaphore, a leading developer of fully automated spatial biology solutions. Bio-Techne also obtained a 19.9% ownership stake in Wilson Wolf and will acquire the remaining ownership no later than the end of calendar year 2027.
If the Company does not comply with existing or new laws and regulations related to protecting the privacy and security of personal or health information, it could be subject to monetary fines, civil penalties or criminal sanctions. In the U.S., the Health Insurance Portability and Accountability Act of 1996 (HIPAA) privacy and security regulations, including the expanded requirements under U.S.
If the Company does not comply with existing or new laws and regulations related to protecting the privacy and security of personal or health information, it could be subject to monetary fines, civil penalties and/or criminal sanctions. In the U.S., the Health Insurance Portability and Accountability Act of 1996 (HIPAA) privacy and security regulations, including the expanded requirements under U.S.
Acquisitions, investments, joint ventures and strategic relationships involve a number of additional financial, accounting, managerial, operational, legal, compliance and other risks and challenges, including but not limited to the following, any of which could adversely affect our business and our financial results: ● businesses, technologies, services and products that we acquire or invest in sometimes under-perform relative to our expectations and the price that we paid, fail to perform in accordance with our anticipated timetable or fail to achieve and/or sustain profitability; ​ ● we from time to time incur or assume debt in connection with our acquisitions and investments, which can result in increased borrowing costs and interest expense and diminish our future access to the capital markets; ​ ● acquisitions, investments, joint ventures or strategic relationships can cause our financial results to differ from our own or the investment community’s expectations in any given period, or over the long-term; ​ 19 Table of Contents ● acquisitions, investments, joint ventures or strategic relationships can create demands on our management, operational resources and financial and internal control systems that we may be unable to effectively address; ​ ● we can experience difficulty in integrating cultures, personnel, operations and financial and other controls and systems and retaining key employees and customers; ​ ● we may be unable to achieve cost savings or other synergies anticipated in connection with an acquisition, investment, joint venture or strategic relationship; ​ ● we have assumed and may assume unknown liabilities, known contingent liabilities that become realized, known liabilities that prove greater than anticipated, internal control deficiencies or exposure to regulatory sanctions resulting from the acquired company’s or investee’s activities and the realization of any of these liabilities or deficiencies can increase our expenses, adversely affect our financial position or cause us to fail to meet our public financial reporting obligations; ​ ● in connection with acquisitions and joint ventures, we often enter into post-closing financial arrangements such as purchase price adjustments, earn-out obligations and indemnification obligations, which can have unpredictable financial results; and ​ ● investing in or making loans to early-stage companies often entails a high degree of risk, and we may not always achieve the strategic, technological, financial or commercial benefits we anticipate; we may lose our investment or fail to recoup our loan; or our investment may be illiquid for a greater-than-expected period of time. ​ We may be required to record a significant charge to earnings if our goodwill and other amortizable intangible assets or other investments become impaired, which could negatively impact our financial results or stock price.
Acquisitions, investments, joint ventures and strategic relationships involve a number of additional financial, accounting, managerial, operational, legal, compliance and other risks and challenges, including but not limited to the following, any of which could adversely affect our business and our financial results: ● businesses, technologies, services and products that we acquire or invest in sometimes under-perform relative to our expectations and the price that we paid, fail to perform in accordance with our anticipated timetable or fail to achieve and/or sustain profitability; ​ ● we from time to time incur or assume debt in connection with our acquisitions and investments, which can result in increased borrowing costs and interest expense and diminish our future access to the capital markets; ​ ● acquisitions, investments, joint ventures or strategic relationships can cause our financial results to differ from our own or the investment community’s expectations in any given period, or over the long-term; ​ 16 Table of Contents ● acquisitions, investments, joint ventures or strategic relationships can create demands on our management, operational resources and financial and internal control systems that we may be unable to effectively address; ​ ● we can experience difficulty in integrating cultures, personnel, operations and financial and other controls and systems and retaining key employees and customers; ​ ● we may be unable to achieve cost savings or other synergies anticipated in connection with an acquisition, investment, joint venture or strategic relationship; ​ ● we have assumed and may assume unknown liabilities, known contingent liabilities that become realized, known liabilities that prove greater than anticipated, internal control deficiencies or exposure to regulatory sanctions resulting from the acquired company’s or investee’s activities and the realization of any of these liabilities or deficiencies can increase our expenses, adversely affect our financial position or cause us to fail to meet our public financial reporting obligations; ​ ● in connection with acquisitions and joint ventures, we often enter into post-closing financial arrangements such as purchase price adjustments, earn-out obligations and indemnification obligations, which can have unpredictable financial results; and ​ ● investing in or making loans to early-stage companies often entails a high degree of risk, and we may not always achieve the strategic, technological, financial or commercial benefits we anticipate; we may lose our investment or fail to recoup our loan; or our investment may be illiquid for a greater-than-expected period of time. ​ We may be required to record a significant charge to earnings if our goodwill and other amortizable intangible assets or other investments become impaired, which could negatively impact our financial results or stock price.
In the future, our Board may determine to reduce or eliminate our common stock dividend in order to fund investments for growth, repurchase shares or conserve capital resources. Legal, Regulatory, Compliance and Reputational Risks Our business is subject to extensive regulation; failure to comply with these regulations could adversely affect our business and financial results.
In the future, our Board may reduce or eliminate our common stock dividend in order to fund investments for growth, repurchase shares or conserve capital resources. Legal, Regulatory, Compliance and Reputational Risks Our business is subject to extensive regulation; failure to comply with these regulations could adversely affect our business and financial results.
As of August 16, 2024, the Company had drawn $313 million under the Credit Agreement. ​ The terms of the Credit Agreement and the burden of the indebtedness incurred thereunder could have negative consequences for us, such as: ● limiting our ability to obtain additional financing to fund our working capital, capital expenditures, debt service requirements, expansion strategy, or other needs; ​ ● increasing our vulnerability to, and reducing our flexibility in planning for, adverse changes in economic, industry and competitive conditions; and ​ ● increasing our vulnerability to increases in interest rates. ​ The Credit Agreement also contains negative covenants that limit our ability to engage in specified types of transactions.
As of August 16, 2025, the Company had drawn $313 million under the Credit Agreement. ​ The terms of the Credit Agreement and the burden of the indebtedness incurred thereunder could have negative consequences for us, such as: ● limiting our ability to obtain additional financing to fund our working capital, capital expenditures, debt service requirements, expansion strategy, or other needs; ​ ● increasing our vulnerability to, and reducing our flexibility in planning for, adverse changes in economic, industry and competitive conditions; and ​ ● increasing our vulnerability to increases in interest rates. ​ The Credit Agreement also contains negative covenants that limit our ability to engage in specified types of transactions.
Any of the above can result in the discontinuation of marketing of such products in one or more countries and give rise to claims for damages from persons who believe they have been injured as a result of product issues, including claims by individuals or groups seeking to represent a class. 24 Table of Contents Because we rely heavily on third-party package-delivery services, a significant disruption in these services or significant increases in prices may disrupt our ability to ship products, increase our costs and lower our profitability.
Any of the above can result in the discontinuation of marketing of such products in one or more countries and give rise to claims for damages from persons who believe they have been injured as a result of product issues, including claims by individuals or groups seeking to represent a class. 21 Table of Contents Because we rely heavily on third-party package-delivery services, a significant disruption in these services or significant increases in prices may disrupt our ability to ship products, increase our costs and lower our profitability.
Our failure to compete effectively and/or pricing pressures resulting from competition may adversely impact our business and financial results, and our expansion into new markets may result in greater-than-expected risks, liabilities and expenses. 21 Table of Contents A significant disruption in, or breach of security of, our information technology systems or data, or violation of data privacy laws, could result in damage to our reputation, data integrity and/or subject us to costs, fines, or lawsuits under data privacy or other laws or contractual requirements.
Our failure to compete effectively and/or pricing pressures resulting from competition may adversely impact our business and financial results, and our expansion into new markets may result in greater-than-expected risks, liabilities and expenses. 18 Table of Contents A significant disruption in, or breach of security of, our information technology systems or data, or violation of data privacy laws, could result in damage to our reputation, data integrity and/or subject us to costs, fines, or lawsuits under data privacy or other laws or contractual requirements.
Government enforcement actions can be costly and interrupt the regular operation of our business, and data breaches or violations of data privacy laws can result in fines, reputational damage and civil lawsuits, any of which may adversely affect our business, reputation and financial results. 22 Table of Contents If we suffer loss to our supply chains, distribution systems or information technology systems due to catastrophe or other events, our operations could be seriously harmed.
Government enforcement actions can be costly and interrupt the regular operation of our business, and data breaches or violations of data privacy laws can result in fines, reputational damage and civil lawsuits, any of which may adversely affect our business, reputation and financial results. 19 Table of Contents If we suffer loss to our supply chains, distribution systems or information technology systems due to catastrophe or other events, our operations could be seriously harmed.
Any or all of these problems can result in the loss of customers, provide an opportunity for competing products to gain market acceptance and otherwise adversely affect our business and financial results. 23 Table of Contents The Company relies heavily on internal manufacturing and related operations to produce, package and distribute its products which, if disrupted, could materially impair our business operations.
Any or all of these problems can result in the loss of customers, provide an opportunity for competing products to gain market acceptance and otherwise adversely affect our business and financial results. 20 Table of Contents The Company relies heavily on internal manufacturing and related operations to produce, package and distribute its products which, if disrupted, could materially impair our business operations.
The failure to attract and retain such personnel could adversely affect our business. 20 Table of Contents 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.
The failure to attract and retain such personnel could adversely affect our business. 17 Table of Contents 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.
Failure to comply with privacy and security laws and regulations could result in fines, penalties and damage to the Company ’ s reputation and have a material adverse effect upon the Company ’ s business, a risk that has been elevated with recent acquisitions that use protected health information and utilize healthcare providers for laboratory resting services.
Failure to comply with privacy and security laws and regulations could result in fines, penalties and damage to the Company ’ s reputation and have a material adverse effect upon the Company ’ s business, a risk that has been elevated with recent acquisitions that use protected health information and utilize healthcare providers for laboratory testing services.
These lawsuits are expensive, take significant time, and divert management’s focus from other business concerns. If we are found to be infringing the intellectual property of others, we could be required to cease certain activities, alter 25 Table of Contents our products or processes or pay licensing fees.
These lawsuits are expensive, take significant time, and divert management’s focus from other business concerns. If we are found to be infringing the intellectual property of others, we could be required to cease certain activities, alter 22 Table of Contents our products or processes or pay licensing fees.
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 Table of Contents changes.
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 Table of Contents changes.
If the laboratory operations use or disclose PHI improperly under these privacy regulations, they may incur significant fines and other penalties for wrongful use or disclosure of PHI in violation of the privacy and security regulations, including potential civil and criminal fines and penalties. ​ 29 Table of Contents ITEM 1B.
If the laboratory operations use or disclose PHI improperly under these privacy regulations, they may incur significant fines and other penalties for wrongful use or disclosure of PHI in violation of the privacy and security regulations, including potential civil and criminal fines and penalties. ​ 27 Table of Contents ITEM 1B.
Such impacts could negatively impact certain markets we serve, resulting in an adverse impact on our sales revenue. 17 Table of Contents Political and military conflicts may disrupt our business or negatively impact global economic or business conditions.
Such impacts could negatively impact certain markets we serve, resulting in an adverse impact on our sales revenue. 14 Table of Contents Political and military conflicts may disrupt our business or negatively impact global economic or business conditions.
While retention improved in fiscal 2024, a number of our businesses and departments continued to face recruitment and retention challenges, and faced labor availability constraints and inflationary costs. Our growth by acquisition also creates challenges in retaining employees.
While retention improved in fiscal 2025, a number of our businesses and departments continued to face recruitment and retention challenges, and faced labor availability constraints and inflationary costs. Our growth by acquisition also creates challenges in retaining employees.
All of these payor actions and changes may have a material adverse effect on revenue and earnings associated with our diagnostics products. Acquisition and Investment Risks Our inability to complete acquisitions at our historical rate and at appropriate prices, and to make appropriate investments that support our long-term strategy, could negatively impact our growth rate and stock price .
Payor actions and changes may have a material adverse effect on revenue and earnings associated with our diagnostics products and services. Acquisition and Investment Risks Our inability to complete acquisitions at our historical rate and at appropriate prices, and to make appropriate investments that support our long-term strategy, could negatively impact our growth rate and stock price .
International political, compliance and business factors, including the military conflict in Ukraine, Israel’s conflict in Gaza, and trade tensions between the U.S. and China, can negatively impact our operations and financial results. We engage in business globally, with approximately 43% of our sales revenue in fiscal 2024 coming from outside the U.S.
International political, compliance and business factors, including the military conflict in Ukraine, Israel’s conflict in Gaza, and trade tensions between the U.S. and China, can negatively impact our operations and financial results. We engage in business globally, with approximately 44% of our sales revenue in fiscal 2025 coming from outside the U.S.
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).
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).
Research and development spending by our customers and the availability of government research funding can fluctuate due to changes in available resources, mergers of pharmaceutical and biotechnology companies, spending priorities, general economic conditions and institutional and governmental budgetary policies. 18 Table of Contents Our Diagnostics and Genomics segment products include applications in the medical diagnostics market, which relies largely on government healthcare-related policies and funding.
Research and development spending by our customers and the availability of government research funding can fluctuate due to changes in available resources, mergers of pharmaceutical and biotechnology companies, spending priorities, general economic conditions and institutional and governmental budgetary policies. 15 Table of Contents Our Diagnostics and Spatial Biology segment products include applications in the medical diagnostics market, which relies largely on government healthcare-related policies and funding.
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 meet these requirements may adversely impact our business and financial results in the applicable geographies. ​ 26 Table of Contents Government authorities may conclude that our business practices do not comply with current or future statutes, regulations, agency guidance or case law.
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 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.
Further, reimbursement reductions due to changes in policy regarding coverage of tests or other requirements for payment (such as prior authorization, diagnosis code and other claims edits, or a physician or qualified practitioner’s signature on test requisitions) may be implemented from time to time.
The process and timeline for obtaining coverage decisions is uncertain and difficult to predict, and reimbursement reductions due to changes in policy regarding coverage of tests or other requirements for payment (such as prior authorization, diagnosis code and other claims edits, or a physician or qualified practitioner’s signature on test requisitions) may be implemented from time to time.
These risks are particularly pronounced in countries in which we do business that do not have levels of protection of corporate proprietary information, intellectual property, technology and other assets comparable to the United States. We operate globally, with manufacturing operations in China and the UK, and approximately 43% of our revenue in fiscal 2024 was from outside the United States.
These risks are particularly pronounced in countries in which we do business that do not have levels of protection of corporate proprietary information, intellectual property, technology and other assets comparable to the United States.
As part of our business strategy, we acquire businesses, make investments and enter into joint ventures and other strategic relationships in the ordinary course of business, and we also from time to time complete more significant transactions. At the beginning of this fiscal year, we completed the acquisition of Lunaphore SA, a leading developer of fully automated spatial biology solutions.
As part of our business strategy, we acquire businesses, make investments and enter into joint ventures and other strategic relationships in the ordinary course of business, and we also from time to time complete more significant transactions.
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 Certain of our businesses are subject to extensive regulation by the U.S.
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.
As our international sales grow, exposure to fluctuations in currency exchange rates could have a larger effect on our financial results. In fiscal 2024, currency translation had a favorable effect of approximately $6 million on revenues due to the value of the U.S. dollar relative to other currencies in which the company sells products and services.
In fiscal 2025, currency translation had a favorable effect of approximately $3 million on revenues due to the value of the U.S. dollar relative to other currencies in which the Company sells products and services. 23 Table of Contents As a global company, we are subject to taxation in numerous countries, states and other jurisdictions.
While we received public payer coverage for certain uses, we are currently seeking expanded coverage from public payors as well as coverage decisions regarding reimbursement from additional private payers. However, the process and timeline for obtaining coverage decisions is uncertain and difficult to predict.
While we received public payer coverage for certain indications, we have also sought expanded coverage from public payors as well as coverage decisions regarding reimbursement from additional private payers.
While we believe these business ventures will advance our business strategies and support our growth plans, we may not be successful in managing or integrating them into our company.
We have also continued participating in our collaborative marketing venture, ScaleReady LLC, with Wilson Wolf and another partner, which addresses the needs of the rapidly expanding cell and gene therapy market. While we believe these business ventures will advance our business strategies and support our growth plans, we may not be successful in managing or integrating them into our Company.
The laws, regulations and enforcement mechanisms in other countries may in some cases be less protective of our intellectual property rights.
We operate globally, with manufacturing operations in Canada, Switzerland, China and the UK, and approximately 44% of our revenue in fiscal 2025 was from outside the United States. The laws, regulations and enforcement mechanisms in other countries may in some cases be less protective of our intellectual property rights.
In particular, we are affected by the impact of changes to tax laws or related authoritative interpretations in the United States, including tax reform under the Tax Cuts and Jobs Act which became effective in late 2017, which included broad and complex changes 26 Table of Contents to the United States tax code.
In particular, we are affected by the impact of changes to tax laws or related authoritative interpretations in the United States. We anticipate that there may be additional impact to us in the future from the One Big Beautiful Bill Act.
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As a global company, we are subject to taxation in numerous countries, states and other jurisdictions.
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As our international sales grow, exposure to fluctuations in currency exchange rates could have a larger effect on our financial results.
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Interpretations, assumptions and guidance regarding the Tax Act that have been issued subsequently have had a material impact on our effective tax rate, and we anticipate that there may be additional changes to the U.S. tax code under a new Administration.
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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.
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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.
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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.
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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.
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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.
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In addition, the government may seek to hold us liable for violations committed by companies in which we invest or that we acquire.
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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.
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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.
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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.
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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.
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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.
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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.
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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 In addition, changes to laws or regulations pertraining to laboratory developed tests may adversely affect our business and financial results.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeITEM 1C. CYBERSECURITY Cybersecurity Governance and Oversight Bio-Techne’s cybersecurity program is led by the Company’s Chief Information Security Officer (“CISO”), with day-to-day management and administration of our cybersecurity program performed by the IT Security Operations team. The CISO reports to the Chief Information Officer (“CIO”), and the CIO reports to the Chief Executive Officer.
Biggest changeITEM 1C. CYBERSECURITY Cybersecurity Governance and Oversight Bio-Techne’s cybersecurity program is led by the Company’s Chief Information Officer (“CIO”), with day-to-day management and administration of our cybersecurity program performed by the Director of IT Infrastructure and Security and the IT Security Operations team.
The IRT supports the CISO and CIO in supporting and reviewing information security risks and in the event of a cybersecurity incident provides leadership with respect to incident response, investigation, mitigation and remediation. ​ In addition to leadership and support within management, we also work with security service providers to monitor for vulnerabilities and threats, and which are reported to the Security Operations team.
The IRT supports the CIO in supporting and reviewing information security risks and in the event of a cybersecurity incident provides leadership with respect to incident response, investigation, mitigation and remediation. ​ In addition to leadership and support within management, we also work with security service providers to monitor for vulnerabilities and threats, and which are reported to the Security Operations team.
Our cybersecurity program follows industry standards and best practice for preventing, detecting, remediating, and mitigating potential cybersecurity threats, including regular processes to identify, evaluate and manage potential risks. ​ 30 Table of Contents Our IT Security Operations team administers and monitors the prevention, detection, mitigation, and remediation of potential cybersecurity risks.
Our cybersecurity program follows industry standards and best practice for preventing, detecting, remediating, and mitigating potential cybersecurity threats, including regular processes to identify, evaluate and manage potential risks. ​ 28 Table of Contents Our IT Security Operations team administers and monitors the prevention, detection, mitigation, and remediation of potential cybersecurity risks.
In addition, the CISO and/or CIO provides the full Board with a thorough review of the Company’s cybersecurity program, including current status, industry risks and exposure, and future strategy. ​ Based on the information we have as of the date of this Annual Report, we do not believe any risks from cybersecurity threats have materially affected or are reasonably likely to materially affect Bio-Techne, including our business strategy, results of operations or financial condition.
In addition, on at least an annual basis, the CIO provides the full Board with a thorough review of the Company’s cybersecurity program, including current status, industry risks and exposure, and future strategy. ​ Based on the information we have as of the date of this Annual Report, we do not believe any risks from cybersecurity threats have materially affected or are reasonably likely to materially affect Bio-Techne, including our business strategy, results of operations or financial condition.
Every year, employees in sensitive job categories must take and pass rigorous information security and protection training. ​ We partner with experienced external consultants to assess our cybersecurity program, and to perform penetration testing as well as other testing programs designed to identify vulnerabilities and areas for fortification.
Every year, employees must take and pass rigorous information security and protection training. ​ We partner with experienced external consultants to assess our cybersecurity program, and to perform penetration testing as well as other testing programs designed to identify vulnerabilities and areas for fortification.
Risk Factors – “A significant disruption in, or breach of security of, our information technology systems or data, or violation of data privacy laws, could result in damage to our reputation, data integrity and/or subject us to costs, fines, or lawsuits under data privacy or other laws or contractual requirements.” ​ Cybersecurity Risk Management and Strategy Bio-Techne’s cybersecurity strategy is to maintain and fortify a secure, actively-monitored environment for our and our customers’ data that complies with legal requirements [and industry best practice] while supporting our and our customers’ business needs.
Risk Factors – “A significant disruption in, or breach of security of, our information technology systems or data, or violation of data privacy laws, could result in damage to our reputation, data integrity and/or subject us to costs, fines, or lawsuits under data privacy or other laws or contractual requirements.” ​ Cybersecurity Risk Management and Strategy Bio-Techne’s cybersecurity strategy is to maintain and fortify a secure, actively-monitored environment for our internal and our customers’ data while supporting our and our customers’ business needs.
We also conduct periodic tabletop exercises for key personnel involved in cybersecurity risk management, including the IRT. ​ Our Board of Directors (“Board”) holds overall oversight responsibility for the Company’s strategy and risk management, including in relation to cybersecurity risks.
All employees are trained and tested annually on cybersecurity risks, and we continually perform simulated phishing exercises. We also conduct periodic tabletop exercises for key personnel involved in cybersecurity risk management, including the IRT. ​ Our Board of Directors (“Board”) holds overall oversight responsibility for the Company’s strategy and risk management, including in relation to cybersecurity risks.
The CISO is supported by the Incident Response Team (“IRT”), a multi-disciplinary management committee comprising senior members from the Security Operations Team, legal, finance, internal audit and other functions.
The Director of IT Infrastrcuture and Security reports to the CIO, and the CIO reports to the Chief Financial Officer. The CIO is supported by the Incident Response Team (“IRT”), a multi-disciplinary management committee comprising senior members from the Security Operations Team, legal, finance, internal audit and other functions.
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All employees are trained and tested annually on cybersecurity risks, and we continually perform simulated phishing exercises with a focus on roles and functions with access to sensitive company and financial information.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeOttawa, Canada Office/manufacturing/warehouse 10,800 Cliniqa San Marcos, California Office/manufacturing/warehouse 62,800 Advanced Cell Diagnostics Newark, California Office/manufacturing/warehouse 55,900 Bio-Techne France Rennes, France Office/warehouse 11,000 Exosome Diagnostics Waltham, Massachusetts Office/manufacturing/warehouse 38,400 Asuragen Austin, Texas Office/manufacturing/warehouse 47,400 Bio-Techne Ireland ​ Dublin, Ireland ​ Warehouse ​ 25,000 Lunaphore ​ Tolochenaz, Switzerland ​ Office/manufacturing/warehouse ​ 24,985 ​ ​
Biggest changeOttawa, Canada Office/manufacturing/warehouse 11,000 Cliniqa San Marcos, California Office/manufacturing/warehouse 63,000 Advanced Cell Diagnostics Newark, California Office/manufacturing/warehouse 56,000 Bio-Techne France Rennes, France Office/warehouse 11,000 Exosome Diagnostics Waltham, Massachusetts Office/manufacturing/warehouse 38,000 Asuragen Austin, Texas Office/manufacturing/warehouse 47,000 Bio-Techne Ireland ​ Dublin, Ireland ​ Warehouse ​ 25,000 Lunaphore ​ Tolochenaz, Switzerland ​ Office/manufacturing/warehouse ​ 26,000 ​ ​
ITEM 2. PROPERTIES The Company owns the facilities that its headquarters and R&D Systems subsidiary occupy in Minneapolis, Minnesota. The Minneapolis facilities are utilized by both the Company’s Protein Sciences and Diagnostics and Genomics segments. The Minneapolis complex includes approximately 800,000 square feet of space in several adjoining buildings.
ITEM 2. PROPERTIES The Company owns the facilities that its headquarters and R&D Systems subsidiary occupy in Minneapolis, Minnesota. The Minneapolis facilities are utilized by both the Company’s Protein Sciences and Diagnostics and Spatial Biology segments. The Minneapolis complex includes approximately 800,000 square feet of space in several adjoining buildings.
The Company also owns a 34,000 square foot manufacturing facility in Flowery Branch, Georgia. This facility is currently being held-for-sale. The Company owns a 16,000 square foot facility that its Bio-Techne Europe subsidiary occupies in Abingdon, England. This facility is utilized by the Company’s Protein Sciences and Diagnostics and Genomics segments.
The Company owns a 34,000 square foot manufacturing facility in Flowery Branch, Georgia. This facility is currently being held-for-sale. The Company owns a 16,000 square foot facility that its Bio-Techne Europe subsidiary occupies in Abingdon, England. This facility is utilized by the Company’s Protein Sciences and Diagnostics and Spatial Biology segments.
Certain locations are not named because they were not significant individually or in the aggregate as of the date of this report. ​ ​ ​ ​ ​ ​ ​ ​ Subsidiary Location Type Square Feet ​ ​ ​ ​ ​ ​ ​ Bio-Techne China Shanghai and Beijing, China Office/warehouse 29,200 Tocris Bristol, United Kingdom Office/manufacturing/lab/warehouse 30,000 PrimeGene Shanghai, China Office/manufacturing/lab 59,300 Bionostics Devens, Massachusetts Office/manufacturing 70,000 Novus Biologicals Centennial, Colorado Office/warehouse 74,000 ProteinSimple San Jose, California Office/manufacturing/warehouse 98,000 ProteinSimple Ltd.
Certain locations are not named because they were not significant individually or in the aggregate as of the date of this report. ​ ​ ​ ​ ​ ​ ​ ​ Subsidiary Location Type Square Feet ​ ​ ​ ​ ​ ​ ​ Bio-Techne China Shanghai and Beijing, China Office/warehouse 34,000 Tocris Bristol, United Kingdom Office/manufacturing/lab/warehouse 41,000 PrimeGene Shanghai, China Office/manufacturing/lab 59,000 Bionostics Devens, Massachusetts Office/manufacturing 70,000 Novus Biologicals Centennial, Colorado Office/warehouse 74,000 ProteinSimple San Jose, California Office/manufacturing/warehouse 98,000 ProteinSimple Ltd.
The Company owns a 9,000 square foot facility that its Canada subsidiaries occupy in Toronto, Canada. This facility is utilized by the Company’s Protein Sciences segment. The Company owns a 52,700 square foot manufacturing facility in Wallingford, Connecticut.
The Company owns a 9,000 square foot facility that its Canada subsidiaries occupy in Toronto, Canada. This facility is utilized by the Company’s Protein Sciences segment. The Company owns a 53,000 square foot manufacturing facility in Wallingford, Connecticut.
This facility is utilized by the Company’s Protein Sciences segment. 31 Table of Contents The Company leases the following material facilities, which are utilized by both the Company’s Protein Sciences segment the Diagnostics & Genomics segment.
This facility is utilized by the Company’s Protein Sciences segment. 29 Table of Contents The Company leases the following material facilities, which are utilized by both the Company’s Protein Sciences segment the Diagnostics & Spatial Biology segment.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3. LEGAL PROCEEDINGS As of August 16, 2024, the Company is not a party to any legal proceedings that, individually or in the aggregate, are reasonably expected to have a material adverse effect on the Company’s business, results of operations, financial condition or cash flows. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. PART II
Biggest changeITEM 3. LEGAL PROCEEDINGS As of August 22, 2025, the Company is not a party to any legal proceedings that, individually or in the aggregate, are reasonably expected to have a material adverse effect on the Company’s business, results of operations, financial condition or cash flows. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe 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 Table of Contents Stock Performance Graph 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.
Biggest changeThe 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 Table of Contents Stock Performance Graph 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 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 Table of Contents Issuer Purchases of Equity Securities 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 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 Table of Contents Issuer Purchases of Equity Securities 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 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 ITEM 6. SELECTED FINANCIAL DATA RESERVED
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 ITEM 6. SELECTED FINANCIAL DATA RESERVED
See Note 1 for details. Holders of Common Stock and Dividends Paid 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.
See Note 1 for details. Holders of Common Stock and Dividends Paid 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 plan authorizes the Company to purchase up to $400 million in stock.
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.

Item 7. Management's Discussion & Analysis

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

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Biggest changeA 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, ​ ​ ​ 2024 2023 2022 ​ ​ ​ ​ ​ ​ ​ ​ Consolidated gross margin percentage ​ 66.4 % 67.7 % 68.4 % Identified adjustments: ​ ​ ​ Costs recognized upon sale of acquired inventory ​ 0.1 % 0.0 % 0.1 % Amortization of intangibles ​ 4.0 % 4.0 % 3.7 % Stock compensation expense - COGS ​ 0.1 % 0.1 % 0.1 % Restructuring and restructuring-related costs ​ 0.3 % — % — % Impact of partially-owned consolidated subsidiaries (1) ​ — % (0.1) % 0.2 % Impact of business held-for-sale (2) ​ 0.1 % — % — % Non-GAAP adjusted gross margin percentage ​ 71.0 % 71.7 % 72.5 % ​ (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 and the full fiscal year of 2022. ​ (2) Since December 31, 2023, the Company has a business that has met the held-for-sale criteria.
Biggest changeFiscal 2023 consolidated gross margin was unfavorably impacted by foreign currency exchange and strategic growth investments including the Namocell acquisition. 35 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 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.
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.
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 Our non-GAAP financial measure of organic revenue represents revenue growth excluding revenue from acquisitions within the preceding 12 months, the impact of foreign currency, the impact of businesses held-for-sale, as well as the impact of partially-owned consolidated subsidiaries.
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 Our non-GAAP financial measure of organic revenue represents revenue growth excluding revenue from acquisitions within the preceding 12 months, the impact of foreign currency, the impact of businesses held-for-sale, as well as the impact of partially-owned consolidated subsidiaries.
There was no comparable activity in fiscal 2024 or fiscal 2022. CRITICAL ACCOUNTING POLICIES Management’s discussion and analysis of the Company’s financial condition and results of operations are based upon the Company’s Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP).
There was no comparable activity in fiscal 2025 or fiscal 2024. CRITICAL ACCOUNTING POLICIES Management’s discussion and analysis of the Company’s financial condition and results of operations are based upon the Company’s Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP).
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 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 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 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.
RECENT ACQUISITIONS A key component of the Company's strategy is to augment internal growth at existing businesses with complementary acquisitions. As disclosed in Note 4, the Company completed the acquisition of Lunaphore for $169.7 million, in a cash-free, debt-free acquisition.
RECENT ACQUISITIONS A key component of the Company's strategy is to augment internal growth at existing businesses with complementary acquisitions. As disclosed in Note 4, the Company completed the acquisition of Lunaphore in fiscal 2024 for $169.7 million, in a cash-free, debt-free acquisition.
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.
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.
During the 45 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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
The Company independently calculates a non-GAAP adjusted tax rate considering the impact of discrete items and 41 Table of Contents jurisdictional mix of the identified non-GAAP adjustments.
The Company independently calculates a non-GAAP adjusted tax rate considering the impact of discrete items and 39 Table of Contents jurisdictional mix of the identified non-GAAP adjustments.
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 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.
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.
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.
Readers are encouraged to review the reconciliations of the adjusted financial measures used in management’s discussion and analysis of the financial condition of the Company to their most directly comparable GAAP financial measures provided within the Company’s consolidated financial statements. ​ 48 Table of Contents
Readers are encouraged to review the reconciliations of the adjusted financial measures used in management’s discussion and analysis of the financial condition of the Company to the most directly comparable GAAP financial measures provided within the Company’s Consolidated Financial Statements. ​ 45 Table of Contents
The following table summarizes the reported GAAP tax rate and the effective Non-GAAP adjusted tax rate for the periods ended June 30, 2024, 2023, and 2022. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ ​ ​ 2024 ​ 2023 ​ 2022 ​ ​ ​ ​ ​ ​ ​ ​ GAAP effective tax rate ​ 9.5 % 15.7 % 12.7 % Discrete items ​ 14.0 3.4 11.3 ​ Impact of non-taxable net gain ​ — ​ 0.7 ​ — ​ Long-term GAAP tax rate ​ 23.5 % 19.8 % 24.0 % ​ ​ ​ ​ ​ ​ ​ ​ Rate impact items ​ ​ Stock based compensation ​ (2.5) % (1.4) % (1.9) % Other ​ 1.0 2.1 (0.9) ​ Total rate impact items ​ (1.5) % 0.7 % (2.8) % Non-GAAP adjusted tax rate ​ 22.0 % 20.5 % 21.2 % ​ Refer to Note 12 for additional discussion relating to the change in discrete tax items between fiscal 2024 and fiscal 2023.
The following table summarizes the reported GAAP tax rate and the effective Non-GAAP adjusted tax rate for fiscal 2025, 2024, and 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ ​ ​ 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.
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 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.
Cash Flows From Financing Activities 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.
Cash Flows From Financing Activities 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.
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 Activities The Company generated cash from operations of $299.0 million, $254.4 million, and $325.3 million in fiscal 2024, 2023, and 2022 respectively.
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 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.
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.
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 The other financing activity during fiscal 2023 is primarily related to fees for the amended Credit Agreement that occurred in the first fiscal quarter.
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.
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.
LIQUIDITY AND CAPITAL RESOURCES 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.
LIQUIDITY AND CAPITAL RESOURCES 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.
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.
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.
OVERALL RESULTS 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.
OVERALL RESULTS 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.
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.
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.
As goodwill is not amortized, this would benefit net income in a given period, although goodwill is subject to annual impairment analysis. Impairment of Goodwill Goodwill Goodwill was $972.7 million as of June 30, 2024, which represented 36% of total assets.
As goodwill is not amortized, this would benefit net income in a given period, although goodwill is subject to annual impairment analysis. Impairment of Goodwill Goodwill Goodwill was $980.9 million as of June 30, 2025, which represented 38% of total assets.
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 Net Earnings Non-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 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 Net Earnings Non-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 judgments required in determining the estimated fair values and expected useful lives assigned to each class of assets and liabilities acquired can significantly affect net income. For example, different classes of assets will have useful lives that differ.
Any adjustments required after the measurement period are recorded in the Consolidated Statements of Earnings. The judgments required in determining the estimated fair values and expected useful lives assigned to each class of assets and liabilities acquired can significantly affect net income. For example, different classes of assets will have useful lives that differ.
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 ​ $ 56,370 Diagnostics and Genomics ​ 39,753 ​ 34,242 ​ 30,770 Total 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.
Consolidated research and development expenses were composed of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ ​ 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 ​ Net Interest Income / (Expense) Net interest income/(expense) for fiscal 2025, 2024, and 2023 was ($4.6) million, ($12.4) million, and ($7.8) million, respectively.
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 2024 primarily related to share-based compensation excess tax benefits of $18.4 million.
After adjusting for cost recognized upon 35 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.
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 increased 8% in fiscal 2025 as compared to fiscal 2024.
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.
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.
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 the Lunaphore acquisition, impairment of assets held-for-sale, certain litigation charges, restructuring and restructuring-related charges, and CEO transition charges.
There was no revenue from partially-owned consolidated subsidiaries in fiscal year 2024 due to the sale of Changzhou Eminence Biotechnology Co., Ltd. (Eminence) in the first quarter of fiscal 2023. Revenue from partially-owned consolidated subsidiaries was $2.0 million for the year ended June 30, 2023.
There was no revenue from partially-owned consolidated subsidiaries in fiscal 2025 and 2024 due to the sale of Eminence in the first quarter of fiscal 2023. Revenue from partially-owned consolidated subsidiaries was $2.0 million for fiscal 2023.
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 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.
During fiscal 2024, average monthly outstanding debt was higher than fiscal 2023 leading to increased interest expense compared to fiscal 2023.
During fiscal 2025, average monthly outstanding debt was lower than fiscal 2024 leading to decreased interest expense compared to fiscal 2024.
(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 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.
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 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.
Adjusted net earnings attributable to Bio-Techne was primarily impacted by foreign currency exchange and strategic growth investments including the Namocell acquisition. ​ RESULTS OF OPERATIONS Net Sales Consolidated 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 2022 Protein Sciences ​ $ 830,902 ​ $ 845,747 ​ $ 832,311 Diagnostics and Genomics ​ 326,392 ​ 292,602 ​ 274,843 Other 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.
(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 OPERATIONS Net Sales Consolidated 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 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 (1) Since December 31, 2023, the Company has a business that has met the held-for-sale criteria.
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.
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.
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.
During fiscal 2024, the Company recognized losses of $6.8 million related to our equity method investment in Wilson Wolf.
For potential payments related to product development milestones, the fair value is based on the 44 Table of Contents 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.
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.
Organic growth for the segment was 6%, with acquisitions having a 5% impact and foreign currency exchange having a favorable impact of 1% on revenue growth. Segment growth was driven by broad based molecular diagnostics performance and Lunaphore. In fiscal 2023, Protein Sciences segment net sales increased 2% compared to fiscal 2022.
In fiscal 2024, Diagnostics and Spatial Biology segment net sales increased 12% compared to fiscal 2023. Organic growth for the segment was 6% with acquisitions having a 5% impact and foreign currency exchange having a favorable impact of 1% on revenue growth.
Segment gross margins, as a percentage of net sales, were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ ​ 2024 2023 2022 ​ ​ ​ ​ ​ ​ ​ ​ Protein Sciences 75.7 % 75.3 % 75.5 % Diagnostics and Genomics 58.7 % 61.2 % 63.1 % ​ The increase in the Protein Sciences segment’s gross margin percentage for fiscal 2024 as compared to fiscal 2023 was primarily attributable to the exclusion of a business held-for-sale.
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.
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 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.
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.
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.
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 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.
Fiscal year 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. 37 Table of Contents ​ 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.
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.
Organic revenue for the segment declined 2% for the fiscal year, with foreign currency exchange having a favorable 1% impact on revenue. Segment revenue was impacted by broad based headwinds. In fiscal 2024, Diagnostics and Genomics segment net sales increased 12% compared to fiscal 2023.
The exclusion of third and fourth quarter of fiscal 2024 sales related to a held-for-sale business reduced sales by 1%. Organic revenue for the segment declined 2% for the fiscal year, with foreign currency exchange having a favorable impact of 1% on revenue. Segment revenue was impacted by broad based headwinds.
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.
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.
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 Other Non-Operating Income / (Expense), Net Other non-operating income/(expense), net, consists of foreign currency transaction gains and losses, rental income, building expenses related to rental property and the Company’s gains and losses on investments as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ ​ 2024 ​ 2023 ​ 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Foreign currency gains (losses) ​ $ (726) ​ $ 676 ​ $ 699 Rental income ​ 305 ​ 426 ​ 599 Real estate taxes, depreciation and utilities ​ (1,630) ​ (1,810) ​ (2,035) Gain on investment ​ 283 ​ 49,328 ​ 15,186 Loss on equity method investment ​ ​ (6,841) ​ ​ (1,143) ​ ​ — Miscellaneous (expense) income ​ 25 ​ 43 ​ 862 Other 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.
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 Table of Contents Other Non-Operating Income / (Expense), Net Other non-operating income/(expense), net, consists of foreign currency transaction gains and losses, rental income, building expenses related to rental property and the Company’s gains and losses on investments as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ ​ 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.
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.
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.
As a result, during the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Any adjustments required after the measurement period are recorded in the consolidated statements of earnings.
While we use our best estimates and assumptions, our fair value estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill.
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.
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 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 NEW ACCOUNTING PRONOUNCEMENTS Information 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.
NEW ACCOUNTING PRONOUNCEMENTS Information 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.
Selling, general, and administrative expenses increased primarily due to strategic investments made in the business to support future growth including the Namocell acquisition. 38 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 ​ $ 195,328 Diagnostics and Genomics ​ 127,131 ​ 101,805 ​ 93,578 Total segment expenses ​ 344,726 ​ 305,639 ​ 288,906 Amortization of intangibles ​ 31,710 ​ 32,076 ​ 32,492 Acquisition related expenses ​ 6,980 ​ (9,965) ​ (19,082) Eminence impairment (1) ​ ​ — ​ ​ — ​ ​ 18,715 Legal fees ​ ​ 3,506 ​ ​ — ​ ​ — Restructuring and restructuring-related costs ​ 8,896 ​ 3,829 ​ 1,640 Stock-based compensation ​ 39,452 ​ 40,269 ​ 45,085 Impairment of assets held-for-sale ​ ​ 21,963 ​ ​ — ​ ​ — Corporate selling, general and administrative expenses ​ 9,142 ​ 6,530 ​ 5,010 Total 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 Expenses 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.
Consolidated Selling, general and administrative expenses were composed of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ ​ 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 ​ Research and Development Expenses 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 proceeds during fiscal year 2023 relates to the sale of excess cash in certificates of deposit that matured.
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 change in the Protein Sciences segment’s gross margin percentage for fiscal 2023 compared to fiscal 2022 was primarily attributable to mix of product sales within the segment. The change in the Diagnostics and Genomics segment’s gross margin percentage for fiscal 2024 as compared to fiscal 2023 is due to the Lunaphore acquisition.
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.
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.
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.
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 Table of Contents Cash Flows From Investing Activities We continue to make investments in our business, including capital expenditures to enable revenue growth.
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.
On August 4, 2022, the Company sold all of its shares in CCXI. Income Taxes 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.
Additionally, the Company recognized losses of $1.1 million related to our equity method investment in Wilson Wolf. Income Taxes 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.
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 fiscal 2024 sales related to a held-for-sale business reduced sales by 1%.
Segment growth was driven by broad based molecular diagnostics performance and Lunaphore’s organic growth. 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.
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.
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.
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.
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 useful lives of our amortizable intangibles to determine whether events or circumstances warrant a revision to the remaining period of amortization.
Fiscal 2023 compared to fiscal 2022 was also impacted by strategic investments to drive future growth that was partially offset by volume leverage. Selling, General and Administrative Expenses 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 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.
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.
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.
Segment growth was driven by growth in consumable revenue from our Spatial Biology platform and an increase in service revenue related to our ExoDx Prostate test. ​ Gross Margins Consolidated gross margins were 66.4%, 67.7%, and 68.4% in fiscal 2024, 2023, and 2022. Consolidated gross margins were impacted by revenue.
Segment growth was driven by broad based molecular diagnostics performance and Lunaphore. ​ Gross Margins 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.
Removed
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.
Added
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 fiscal year, and foreign currency exchange did not have a material impact on revenue growth.
Removed
The decrease in fiscal 2024 was also impacted by impairment of assets held-for-sale, restructuring charges, and CEO transition related charges.
Added
Segment revenue was driven by strong proteomic analytical solutions and cell therapy performance and commercial execution. In fiscal 2025, Diagnostics and Spatial Biology segment net sales increased 6% compared to fiscal 2024. Organic growth for the segment was 6% and foreign currency exchange did not have a material impact on revenue growth.
Removed
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.
Added
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.
Removed
Organic growth for the segment was 4% for the fiscal year, with currency translation having an unfavorable impact of 2% on revenue and acquisitions having an immaterial impact on revenue growth. Segment growth was driven by growth in consumable revenue to BioPharma (especially those developing cell and gene therapies) and Academic customers within the Americas and Europe.
Added
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.
Removed
In fiscal 2023, Diagnostics and Genomics segment net sales increased 6% compared to fiscal 2022. Organic growth for the segment was 8% with currency translation having an unfavorable impact of 2%.
Added
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 Selling, General and Administrative Expenses Selling, general and administrative expenses increased $122.1 million (26%) in fiscal 2025 when compared to fiscal 2024.
Removed
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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeMonth-end exchange rates between the euro, British pound sterling, Chinese yuan, Canadian dollar, Swiss franc and the U.S. dollar, which have not been weighted for actual sales volume in the applicable months in the periods, were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ 2024 ​ 2023 ​ 2022 Euro ​ ​ ​ High $ 1.10 ​ $ 1.10 ​ $ 1.19 Low 1.06 ​ 0.98 ​ 1.05 Average 1.08 ​ 1.05 ​ 1.12 British pound sterling ​ ​ ​ ​ ​ High $ 1.29 ​ $ 1.27 ​ $ 1.39 Low 1.22 ​ 1.11 ​ 1.21 Average 1.26 ​ 1.21 ​ 1.32 Chinese yuan ​ ​ ​ ​ ​ High $ 0.14 ​ $ 0.15 ​ $ 0.16 Low 0.14 ​ 0.14 ​ 0.15 Average 0.14 ​ 0.14 ​ 0.15 Canadian dollar ​ ​ ​ ​ ​ ​ ​ ​ High $ 0.76 ​ $ 0.78 ​ $ 0.81 Low 0.72 ​ 0.73 ​ 0.78 Average 0.74 ​ 0.74 ​ 0.79 Swiss franc ​ ​ ​ ​ ​ ​ ​ ​ High $ 1.19 ​ $ 1.12 ​ $ 1.10 Low 1.09 ​ 1.00 ​ 1.03 Average 1.13 ​ 1.07 ​ 1.08 ​ The Company’s exposure to foreign exchange rate fluctuations also arises from trade receivables and intercompany payables denominated in one currency in the financial statements, but receivable or payable in another currency.
Biggest changeMonth-end exchange rates between the euro, British pound sterling, Chinese yuan, Canadian dollar, Swiss franc and the U.S. dollar, which have not been weighted for actual sales volume in the applicable months in the periods, were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ ​ 2025 ​ 2024 ​ 2023 Euro ​ ​ ​ ​ ​ ​ ​ ​ High ​ $ 1.17 ​ $ 1.10 ​ $ 1.10 Low ​ 1.04 ​ 1.06 ​ 0.98 Average ​ 1.09 ​ 1.08 ​ 1.05 British pound sterling ​ ​ ​ ​ ​ ​ High ​ $ 1.37 ​ $ 1.29 ​ $ 1.27 Low ​ 1.24 ​ 1.22 ​ 1.11 Average ​ 1.30 ​ 1.26 ​ 1.21 Chinese yuan ​ ​ ​ ​ ​ ​ High ​ $ 0.14 ​ $ 0.14 ​ $ 0.15 Low ​ 0.14 ​ 0.14 ​ 0.14 Average ​ 0.14 ​ 0.14 ​ 0.14 Canadian dollar ​ ​ ​ ​ ​ ​ ​ ​ ​ High ​ $ 0.74 ​ $ 0.76 ​ $ 0.78 Low ​ 0.69 ​ 0.72 ​ 0.73 Average ​ 0.72 ​ 0.74 ​ 0.74 Swiss franc ​ ​ ​ ​ ​ ​ ​ ​ ​ High ​ $ 1.26 ​ $ 1.19 ​ $ 1.12 Low ​ 1.10 ​ 1.09 ​ 1.00 Average ​ 1.16 ​ 1.13 ​ 1.07 ​ The Company’s exposure to foreign exchange rate fluctuations also arises from trade receivables and intercompany payables denominated in one currency in the financial statements, but receivable or payable in another currency.
The Company does not enter into foreign currency forward contracts to reduce its exposure to foreign currency rate changes on forecasted intercompany sales transactions or on intercompany foreign currency denominated balance sheet positions. Foreign currency transaction gains and losses are included in "Other non-operating expense, net" in the Consolidated Statement of Earnings and Comprehensive Income.
The Company does not enter into foreign currency forward contracts to reduce its exposure to foreign currency rate changes on forecasted intercompany sales transactions or on intercompany foreign currency denominated balance sheet positions. Foreign currency transaction gains and losses are included in Other non-operating (income) expense, net in the Consolidated Statements of Earnings and Comprehensive Income.
Approximately 31% of the Company’s consolidated net sales in fiscal 2024 were made in foreign currencies, including 14% in euro, 4% in British pound sterling, 6% in Chinese yuan, 3% in Canadian dollars, 1% in Swiss francs, and the remaining 3% in other currencies.
Approximately 32% of the Company’s consolidated net sales in fiscal 2025 were made in foreign currencies, including 15% in euro, 4% in British pound sterling, 5% in Chinese yuan, 3% in Canadian dollars, 1% in Swiss francs, and the remaining 4% in other currencies.
The effect of translating net assets of foreign subsidiaries into U.S. dollars are recorded on the Consolidated Balance Sheet as part of "Accumulated other comprehensive income (loss)." The effects of a hypothetical simultaneous 10% appreciation in the U.S. dollar from June 30, 2024 levels against the euro, British pound sterling, Chinese yuan, Canadian dollar and Swiss francs are as follows (in thousands): ​ ​ ​ ​ Decrease in translation of earnings of foreign subsidiaries $ 3,542 Decrease in translation of net assets of foreign subsidiaries ​ 59,519 Additional transaction losses ​ 3,394 ​ ​ ​ 49 Table of Contents
The effects of a hypothetical simultaneous 10% appreciation in the U.S. dollar from June 30, 2025 levels against the euro, British pound sterling, Chinese yuan, Canadian dollar and Swiss francs are as follows (in thousands): ​ ​ ​ ​ Decrease in translation of earnings of foreign subsidiaries $ 4,166 Decrease in translation of net assets of foreign subsidiaries ​ 60,580 Additional transaction gain ​ (698) 46 Table of Contents ​
Added
The effect of translating net assets of foreign subsidiaries into U.S. dollars are recorded on the Consolidated Balance Sheets as part of Accumulated other comprehensive loss.