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What changed in BIO-RAD LABORATORIES, INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of BIO-RAD LABORATORIES, INC.'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.

+179 added−182 removedSource: 10-K (2026-02-13) vs 10-K (2025-02-14)

Top changes in BIO-RAD LABORATORIES, INC.'s 2025 10-K

179 paragraphs added · 182 removed · 148 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeOur management series of courses cover essential management and leadership learning to provide our managers with the necessary skills and experience needed to more effectively lead and develop their teams. In addition, available courses for employees help them to be more effective at work, enhance interpersonal effectiveness, and help them achieve their full potential.
Biggest changeTraining and Talent Development We provide training programs for managers and employees to support their growth and development. Our management series of courses cover essential management and leadership learning to provide our managers with the necessary skills and experience needed to more effectively lead and develop their teams.
We view these patents, trademarks and license agreements as valuable assets; however, we believe that our ability to develop and manufacture our products depends primarily on our knowledge, technology and special skills rather than our patent, trademark and licensing positions. Seasonal Operations Our business is not inherently seasonal.
We view these patents, trademarks and license agreements as valuable assets; however, we believe that our ability to develop and manufacture our products depends primarily on our knowledge, technology and special skills rather than our patent, trademark and licensing positions. 4 Seasonal Operations Our business is not inherently seasonal.
The following graph reflects the changes in the Sartorius share price over the most recent five annual periods: 8 Available Information Bio-Rad files annual, quarterly, and current reports, proxy statements, and other documents with the Securities and Exchange Commission ("SEC") under the Securities Exchange Act of 1934, as amended.
The following graph reflects the changes in the Sartorius share price over the most recent five annual periods: Available Information Bio-Rad files annual, quarterly, and current reports, proxy statements, and other documents with the Securities and Exchange Commission ("SEC") under the Securities Exchange Act of 1934, as amended.
Bio-Rad does not assume, and by way of referencing the financial data of Sartorius above shall not be deemed to assume, any responsibility or liability for any errors or omissions in the information publicly disclosed by Sartorius. Refer to Sartorius’ 2023 Annual Report for further details, which can be found at https://www.sartorius.com/en/company/investor-relations/sartorius-ag-investor-relatio ns.
Bio-Rad does not assume, and by way of referencing the financial data of Sartorius above shall not be deemed to assume, any responsibility or liability for any errors or omissions in the information publicly disclosed by Sartorius. Refer to Sartorius’ 2024 Annual Report for further details, which can be found at https://www.sartorius.com/en/company/investor-relations/sartorius-ag-investor-relatio ns.
Our customer base is broad and diversified. Our worldwide customer base includes (1) university and research institutions; (2) hospital, public health and commercial laboratories; (3) diagnostic manufacturers; and (4) companies in the biotechnology, pharmaceutical, chemical and food industries. Our sales are affected by a number of external factors.
Our customer base is broad and diversified. Our global customer base includes (1) university and research institutions; (2) hospital, public health and commercial laboratories; (3) diagnostic manufacturers; and (4) companies in the biotechnology, pharmaceutical, chemical and food industries. Our sales are affected by a number of external factors.
For more discussion relating to the risks to our supply of raw materials, including the difficulty of securing adequate supplies, please see “Item 1A, Risk Factors” of this Annual Report. Patents, Trademarks and Licenses We own over 2,150 U.S. and international patents and numerous trademarks.
For more discussion relating to the risks to our supply of raw materials, including the difficulty of securing adequate supplies, please see “Item 1A, Risk Factors” of this Annual Report. Patents, Trademarks and Licenses We own over 2,100 U.S. and international patents and numerous trademarks.
We account for our investment in Sartorius at fair market value and do not include any of the financial information summarized below in our consolidated financial statements. The following summarizes certain financial data of Sartorius as of and for the year ended December 31, 2023 (in millions).
We account for our investment in Sartorius at fair market value and do not include any of the financial information summarized below in our consolidated financial statements. The following summarizes certain financial data of Sartorius as of and for the year ended December 31, 2024 (in millions).
Both segments operate worldwide. Our Life Science segment and our Clinical Diagnostics segment generated 40% and 60%, respectively, of our consolidated net sales for the year ended December 31, 2024.
Both segments operate worldwide. Our Life Science segment and our Clinical Diagnostics segment generated approximately 40% and 60%, respectively, of our consolidated net sales for the year ended December 31, 2025.
FDA regulations require that certain new products have pre-marketing notification (“510(k)”) or approval (“PMA” or Biologics License Application – “BLA”) by the FDA and require certain products to be manufactured in accordance with FDA’s “good manufacturing practice” regulations, to be extensively tested and to be properly labeled to disclose test results and performance claims and limitations.
FDA regulations require that certain new products have pre-marketing notification (“510(k)”) or approval (“PMA” or Biologics License Application – “BLA”) by the FDA and require certain products to be manufactured in accordance with FDA’s current Good Manufacturing Practice ("cGMP") regulations, to be extensively tested and to be properly labeled to disclose test results and performance claims and limitations.
Raw Materials and Components We utilize a wide variety of chemicals, biological materials, electronic components, machined metal parts, optical parts, computing and peripheral devices. Most of these materials and components are available from numerous sources, and in 2024, we generally have not experienced difficulty in securing adequate supplies. In certain instances, we acquire components and materials from a sole supplier.
Raw Materials and Components We utilize a wide variety of chemicals, biological materials, electronic components, machined metal parts, optical parts, computing and peripheral devices. Most of these materials and components are available from numerous sources, and in 2025, we generally did not experience difficulty in securing adequate supplies. In certain instances, we acquire components and materials from a sole supplier.
At December 31, 2024, we had approximately 7,700 employees, the overwhelming majority of which are full-time employees. Our employees are located throughout the world with roughly 48% in the Americas, 35% in Europe, the Middle-East and Africa, and 17% in Asia Pacific. Our employees work in 37 different countries around the world. We are a diverse organization.
At December 31, 2025, we had approximately 7,450 employees, the overwhelming majority of which are full-time employees. Our employees are located throughout the world with roughly 46% in the Americas, 36% in Europe, the Middle-East and Africa, and 18% in Asia Pacific. Our employees work in 37 different countries around the world. We are a diverse organization.
However, the European custom of concentrating vacation during the summer months usually tempers third quarter sales volume and operating income. Sales and Marketing We conduct our worldwide operations through an extensive direct sales force, employing approximately 800 direct sales and sales management personnel around the world as of December 31, 2024.
However, the European custom of concentrating vacation during the summer months usually tempers third quarter sales volume and operating income. Sales and Marketing We conduct our global operations through an extensive direct commercial organization, employing approximately 770 sales and sales management personnel worldwide as of December 31, 2025.
As of December 31, 2024, we own 12,987,900 ordinary voting shares and 9,588,908 preference shares of Sartorius, representing approximately 38% of the outstanding ordinary shares (excluding treasury shares) and 28% of the preference shares of Sartorius. As of December 31, 2024, the fair value of the investment in Sartorius was $4,469.2 million .
As of December 31, 2025, we owned 12,987,900 ordinary voting shares and 9,588,908 preference shares of Sartorius, representing approximately 38% of the outstanding ordinary shares (excluding treasury shares) and 28% of the preference shares of Sartorius. As of December 31, 2025, the fair value of our investment in Sartorius was $5,669.2 million .
We have direct distribution channels in over 36 countries outside the United States through subsidiaries whose focus is sales, customer service and product distribution. In some locations outside and inside these 36 countries, sales efforts are supplemented by distributors and agents. Description of Business Business Segments Bio-Rad operates in two industry segments designated as Life Science and Clinical Diagnostics.
We have direct operations in over 36 countries outside the United States through subsidiaries focused on sales, customer service, and product distribution. In certain locations outside and within these countries, our sales efforts are supplemented by distributors and agents. Description of Business Business Segments Bio-Rad operates in two industry segments designated as Life Science and Clinical Diagnostics.
We supply several thousand products that cover more than 300 clinical diagnostic tests to the IVD test market. We estimate that the worldwide sales for products in the markets we serve is approximately $16 billion. IVD tests are conducted outside the human body and are used to identify and measure substances in a patient’s tissue, blood or urine.
We supply several thousand products supporting more than 300 clinical diagnostic tests within the IVD market. We estimate the worldwide sales of products in the markets we serve to be approximately $16 billion. IVD tests are performed outside the human body and are used to identify and measure substances in patient tissue, blood, or urine samples.
Pay equity is an integral part of our compensation strategy. We have established ongoing processes and protocols to help us pay each individual employee appropriately based on the employee's skills, performance, experience, location, market practices, etc., regardless of race, gender, and other non-performance related attributes.
We have established ongoing processes and protocols to help us pay each individual employee appropriately based on the employee's skills, performance, experience, location, market practices, etc., regardless of race, gender, and other non-performance related attributes. 7 Health, Wellness and Safety The health and welfare of our employees is of the highest importance to Bio-Rad.
We estimate that the worldwide sales for products in the markets we serve is approximately $19 billion. Our principal life science customers include universities and medical schools, industrial research organizations, government agencies, pharmaceutical manufacturers, biotechnology researchers, food producers and food testing laboratories.
We offer a broad portfolio comprising thousands of life science products distributed globally. We estimate the worldwide sales of products in the markets we serve to be approximately $19 billion. Our principal life science customers include universities and medical schools, industrial research organizations, government agencies, pharmaceutical manufacturers, biotechnology companies, and food producers and testing laboratories.
December 31, 2023 (1) Current assets € 1,956.9 Non-current assets 7,798.5 Current liabilities 1,330.0 Non-current liabilities 5,667.9 Equity 2,757.4 Year Ended December 31, 2023 (1) Sales revenue € 3,395.7 Gross profit on sales 1,561.7 Earnings before interest and taxes (EBIT) 503.9 Net profit 290.0 Cash flow from operating activities 853.6 Cash flow from investing activities (2,823.3) Cash flow from financing activities 2,165.7 (1) As disclosed in Sartorius AG's consolidated financial statements for the year ended December 31, 2023, prepared in accordance with the International Financial Reporting Standards (IFRS), the International Financial Reporting Interpretations Committee (IFRIC) Standards, and the International Accounting Standards Board (IASB) as required to be applied by the European Union, and based upon information publicly disclosed by Sartorius.
December 31, 2024 (1) Current assets € 2,113.7 Non-current assets 7,989.3 Current liabilities 1,444.6 Non-current liabilities 4,760.6 Equity 3,897.8 Year Ended December 31, 2024 (1) Sales revenue € 3,380.7 Gross profit on sales 1,524.4 Earnings before interest and taxes (EBIT) 392.6 Net profit 137.4 Cash flow from operating activities 976.2 Cash flow from investing activities (425.8) Cash flow from financing activities (128.3) 8 (1) As disclosed in Sartorius's consolidated financial statements for the year ended December 31, 2024, prepared in accordance with the International Financial Reporting Standards (IFRS), the International Financial Reporting Interpretations Committee (IFRIC) Standards, and the International Accounting Standards Board (IASB) as required to be applied by the European Union, and based upon information publicly disclosed by Sartorius.
Regulatory Matters The development, testing, manufacturing, marketing, post-market surveillance, distribution, advertising and labeling of certain of our products (primarily diagnostic and donor screening products) are subject to regulation in the United States by the Center for Devices and Radiological Health ("CDRH") and/or the Center for Biologics Evaluation and Research ("CBER") of the U.S.
As of December 31, 2025, we had approximately 790 employees worldwide focused on research and development, including degreed scientists, engineers, software developers and other technical support staff. 5 Regulatory Matters The development, testing, manufacturing, marketing, post-market surveillance, distribution, advertising and labeling of certain of our products (primarily diagnostic and donor screening products) are subject to regulation in the United States by the Center for Devices and Radiological Health ("CDRH") and/or the Center for Biologics Evaluation and Research ("CBER") of the U.S.
We also support employees’ professional development by providing a reimbursement program for qualified educational expenses. Investment in Sartorius AG 7 Sartorius AG ("Sartorius") is an international laboratory and process technology provider for the biotech, pharmaceutical, and food industries. It operates in two divisions – Bioprocess Solutions Division and Lab Products & Services Division.
Investment in Sartorius AG Sartorius AG ("Sartorius") is an international laboratory and process technology provider for the biotech, pharmaceutical, and food industries. It operates in two divisions – Bioprocess Solutions Division and Lab Products & Services Division.
An installed base of diagnostic test systems, therefore, typically creates a recurring source of revenue through the sale of test kits for each sample analyzed on an installed system. Our principal clinical diagnostic customers include hospital laboratories, diagnostic reference laboratories, transfusion laboratories and physician office laboratories.
As a result, an installed base of diagnostic systems typically generates recurring revenue through ongoing sales of test kits and consumables for each sample processed. Our principal clinical diagnostics customers include hospital laboratories, diagnostic reference laboratories, transfusion laboratories, and physician office laboratories.
If our operations are found to be in violation of any such laws or any other governmental regulations that apply to us, we may be subject to penalties, including, without limitation, civil and criminal penalties, damages, fines, the curtailment or restructuring of our operations, and exclusion from participation in federal and state healthcare programs and imprisonment.
If our operations are found to be in violation of any such laws or any other governmental regulations that apply to us, we may be subject to penalties, including, without limitation, civil and criminal penalties, damages, fines, the curtailment or restructuring of our operations, and exclusion from participation in federal and state healthcare programs and imprisonment. 6 Sales of our products will depend, in part, on the extent to which our products or diagnostic tests using our products will be covered by third-party payors, such as government health care programs, commercial insurance and managed healthcare organizations.
ITEM 1. BUSINESS General Bio-Rad Laboratories, Inc. (referred to in this report as “Bio-Rad,” “we,” “us,” “the Company” and “our”) is a multinational developer, manufacturer, and worldwide distributor of our own life science research and clinical diagnostics products.
ITEM 1. BUSINESS General Bio-Rad Laboratories, Inc. (referred to in this report as “Bio-Rad,” “we,” “us,” “the Company,” and “our”) is a multinational life science and clinical diagnostics company that develops, manufactures, and markets a broad portfolio of instruments, systems, reagents, and consumables.
The 5 FDA’s 510(k) clearance process requires regulatory competence to execute. The FDA’s PMA and BLA processes also require extensive regulatory competence to execute. A clinical trial is generally required to support a PMA or BLA application and is sometimes required for a 510(k) clearance or a de novo authorization.
A clinical trial is generally required to support a PMA or BLA application and can be required for a 510(k) clearance or a de novo authorization.
As a multinational manufacturer and distributor of sophisticated instrumentation, we must meet a wide array of electromagnetic compatibility and safety compliance requirements to satisfy regulations in the United States, the European Union and other jurisdictions. 6 Our operations are subject to federal, state, local and foreign environmental laws and regulations that govern activities such as transportation of goods, emissions to air and discharges to water, as well as handling and disposal practices for solid, hazardous and medical wastes.
Our operations are subject to federal, state, local and foreign environmental laws and regulations that govern activities such as transportation of goods, emissions to air and discharges to water, as well as handling and disposal practices for solid, hazardous and medical wastes.
In addition, the U.S. government, state legislatures and foreign governments have continued implementing cost containment programs, including price controls and restrictions on reimbursement. Adoption of price controls and cost-containment measures, and adoption of more restrictive policies in jurisdictions with existing controls and measures, could further limit our net revenue and results.
Adoption of price controls and cost-containment measures, and adoption of more restrictive policies in jurisdictions with existing controls and measures, could further limit our net revenue and results.
Clinical Diagnostics Segment Our Clinical Diagnostics segment designs, manufactures, markets and supports test systems, informatics systems, test kits and specialized quality controls that serve clinical laboratories in the global diagnostics market. Our products currently address specific niches within the in vitro diagnostics ("IVD") test market, and we seek to focus on the higher margin, higher growth segments of this market.
Clinical Diagnostics Segment Our Clinical Diagnostics segment designs, manufactures, markets, and supports diagnostic test systems, informatics solutions, test kits, and specialized quality controls for clinical laboratories in the global diagnostics market. Our products address targeted segments within the in vitro diagnostics (“IVD”) market, with a focus on differentiated diagnostic applications.
Conducting clinical trials is a complex and costly activity and frequently requires the use of outsourced resources that specialize in planning and conducting the clinical trial for the medical device manufacturer.
Conducting clinical trials in a clinical environment enrolling human subjects and/or related samples to validate the investigation device requires compliance with Good Clinical Practice ("GCP") and regulatory guidelines, which is a complex and costly activity that may require use of outsourced resources that specialize in planning and conducting the clinical trial for the medical device manufacturer.
Our competitors range in size from start-ups to large multinational corporations with significant resources and reach. We seek to compete primarily in market segments where the technology and efficacy of our products offer customers specific advantages over the competition.
Our competitors range from early-stage companies to large multinational corporations with substantial resources and global reach. We focus our competitive efforts on market segments where the technology, performance, and application of our products provide customers with differentiated capabilities that offer specific advantages over the competition.
We generated approximately 41% of our consolidated net sales for the year ended December 31, 2024 from the U.S. and approximately 59% from our international locations, with Europe being our largest international region . Life Science Segment Our Life Science segment is at the forefront of discovery, creating advanced tools to answer complex biological questions.
We generated approximately 40% of our consolidated net sales for the year ended December 31, 2025 from the U.S. and approximately 60% from our international locations, with Europe being our largest international region. 3 Life Science Segment Our Life Science segment develops, manufactures, and markets instruments, systems, reagents, and consumables used to separate, purify, characterize, and quantify biological materials, including cells, proteins, and nucleic acids.
We provide work site hazard evaluations, workplace safety surveys, safety equipment selection, safety program reviews, chemical exposure monitoring, safety training, and disposal of hazardous chemical and infectious waste. Training and Talent Development We provide training programs for managers and employees to support their growth and development.
We prioritize, manage, and carefully track safety performance at all locations globally and integrate sound safety practices in every aspect of our operations. We provide work site hazard evaluations, workplace safety surveys, safety equipment selection, safety program reviews, chemical exposure monitoring, safety training, and disposal of hazardous chemical and infectious waste.
Our products consist of reagents, instruments and software, typically provided to our customers as an integrated package to allow them to generate reproducible test results. Revenue in this business is highly recurring, as laboratories typically standardize test methodologies, which are dependent on a particular supplier’s equipment, reagent and consumable products.
Our clinical diagnostics portfolio consists of reagents, instruments, and software, which are typically provided as integrated systems to support standardized laboratory workflows and reproducible test results. Revenue in this business is largely recurring, as laboratories generally standardize on specific testing platforms that rely on a supplier’s instruments, reagents, and consumables.
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Bio-Rad develops, manufactures, and supplies life science research, healthcare, analytical chemistry and other markets with a broad range of products and systems used to separate complex chemical and biological materials and to identify, analyze and purify their components.
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These products are utilized in research and biopharmaceutical laboratory environments, as well as in biopharmaceutical manufacturing, quality control processes, food safety testing, and science education applications. We serve the research market, where our products are applied to support the progression of scientific discovery from early research through clinical and applied use.
Removed
These instruments, systems, reagents, and consumables are typically used to separate, purify, characterize, or quantify biological materials such as cells, proteins, and nucleic acids in the research laboratory or 3 biopharmaceutical laboratory. They are also used in biopharmaceutical manufacturing, quality control process, food safety, and science education applications.
Added
Our sales teams are primarily composed of experienced industry professionals with scientific training, and we operate dedicated, segment-aligned sales organizations supporting each of our operating segments. We believe this direct commercial model enables effective portfolio coverage, deeper customer engagement, and the development of long-term customer relationships.
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We are focused on the translational research market segment where our products help accelerate the timelines from discovery in the lab to use in the clinic and with patients. We are a leader in the life sciences market and develop, manufacture and market a broad portfolio of many thousands of products that serve a global customer base.
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These third-party payors are increasingly adjusting reimbursements for certain medical products and services. In addition, the U.S. government, state legislatures and foreign governments have continued implementing cost containment programs, including price controls and restrictions on reimbursement.
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Our sales personnel typically consist of experienced industry professionals with scientific training, and we maintain a separate specialized sales 4 force for each of our segments. We believe that this direct sales approach allows us to sell a broader range of our products, create more brand awareness, and develop long-term relationships with our customers.
Added
As a multinational manufacturer and distributor of sophisticated instrumentation, we must meet a wide array of electromagnetic compatibility and safety compliance requirements to satisfy regulations in the United States, the European Union and other jurisdictions.
Removed
As of December 31, 2024, we had approximately 950 employees worldwide focused on research and development, including degreed scientists, engineers, software developers and other technical support staff.
Added
Pay equity is an integral part of our compensation strategy.
Removed
Sales of our products will depend, in part, on the extent to which our products or diagnostic tests using our products will be covered by third-party payors, such as government health care programs, commercial insurance and managed healthcare organizations. These third-party payors are increasingly adjusting reimbursements for certain medical products and services.
Added
In addition, available courses for employees help them to be more effective at work, enhance interpersonal effectiveness, and help them achieve their full potential. We also support employees’ professional development by providing a reimbursement program for qualified educational expenses.
Removed
In 2023, we introduced an upgraded and streamlined mental health/Employee Assistance Program solution tailored to the need and preference of employees and families. In addition, we added a fertility benefit giving employees access to a suite of services including pregnancy resources, in vitro fertilization (“IVF”), adoption, donor and surrogate services resources.
Removed
Health, Wellness and Safety The health and welfare of our employees is of the highest importance to Bio-Rad. We prioritize, manage, and carefully track safety performance at all locations globally and integrate sound safety practices in every aspect of our operations.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeBreaches of our information systems could have a material adverse effect on our business and results of operations. We have experienced and expect to continue to experience attempts by individuals and organizations to attack and penetrate our layered security controls.
Biggest changeIn addition, if we do not accurately estimate demand for our products, we may experience excess and obsolete inventories and be forced to incur additional expenses, which could adversely affect our results of operations. 12 Breaches of our information systems could have a material adverse effect on our business and results of operations.
Russia’s invasion of Ukraine and sanctions against Russia have caused disruptions to global economic conditions and are negatively impacting our business in Russia. Conflicts in the Middle East have also caused some disruptions to the global business environment (including impacting international logistics), the stability of the Middle East region and our business in that region.
Russia’s invasion of Ukraine and sanctions against Russia have caused disruptions to global economic conditions and are negatively impacting our business. Conflicts in the Middle East have also caused some disruptions to the global business environment (including impacting international logistics), the stability of the Middle East region and our business in that region.
Physician Payment Sunshine Act, which requires certain manufacturers of drugs, biologics, devices and medical supplies to record any transfers of value to U.S. physicians and U.S. teaching hospitals; • the Health Insurance Portability and Accountability Act ("HIPAA"), as amended by the Health Information Technology for Economic and Clinical Health Act, which governs the conduct of certain electronic healthcare transactions and protects the security and privacy of protected health information; and • state or foreign law equivalents of each of the U.S. federal laws above, such as anti-kickback and false claims laws, which may apply to items or services reimbursed by any third-party payor, including commercial insurers.
Physician Payment Sunshine Act, which requires certain manufacturers of drugs, biologics, devices and medical supplies to record any transfers of value to U.S. physicians and U.S. teaching hospitals; • the Health Insurance Portability and Accountability Act ("HIPAA"), as amended by the Health Information Technology for Economic and Clinical Health Act, which governs the conduct of certain electronic healthcare transactions and protects the security and privacy of protected health information; and 21 • state or foreign law equivalents of each of the U.S. federal laws above, such as anti-kickback and false claims laws, which may apply to items or services reimbursed by any third-party payor, including commercial insurers.
Although we have discussed this issue with the staff of the SEC and we are comfortable with our position, if it is determined later that the Company may not rely on Section 3(b)(1) or any other exemption under the Investment Company Act and the Company were deemed to be an unregistered investment company, such determination would have a material adverse effect on our business as we would need to register as an investment company and be subject to the regulations of the Investment 13 Company Act which are designed to restrict and regulate mutual funds rather than operating companies.
Although we have discussed this issue with the staff of the SEC and we are comfortable with our position, if it is determined later that the Company may not rely on Section 3(b)(1) or any other exemption under the Investment Company Act and the Company were deemed to be an unregistered investment company, such determination would have a material adverse effect on our business as we would need to register as an investment company and be subject to the regulations of the Investment Company Act which are designed to restrict and regulate mutual funds rather than operating companies.
If we are not able to fully integrate new executives, these changes could impact our ability to successfully execute our business strategy, which could adversely affect our business, results of operations and financial condition. We may have higher than anticipated tax liabilities. We are subject to income taxes in the United States and many foreign jurisdictions.
If we are not able to fully integrate new executives, these changes could impact our ability to successfully execute our business strategy, which could adversely affect our business, results of operations and financial condition. 18 We may have higher than anticipated tax liabilities. We are subject to income taxes in the United States and many foreign jurisdictions.
An event of default under our debt agreements would permit certain of our lenders to declare all amounts borrowed from them to be due and payable, together with accrued and unpaid interest. 19 We are subject to healthcare laws and regulations and could face substantial penalties if we are unable to fully comply with such laws.
An event of default under our debt agreements would permit certain of our lenders to declare all amounts borrowed from them to be due and payable, together with accrued and unpaid interest. We are subject to healthcare laws and regulations and could face substantial penalties if we are unable to fully comply with such laws.
See also our risk factors regarding our data security above and events beyond our control below. We are subject to foreign currency exchange fluctuations, which could have a material adverse effect on our results of operations and financial condition. A significant portion of our operations and sales are outside of the United States.
See also our risk factors regarding our data security above and events beyond our control below. 13 We are subject to foreign currency exchange fluctuations, which could have a material adverse effect on our results of operations and financial condition. A significant portion of our operations and sales are outside of the United States.
From time to time, we also must enforce our patents or other intellectual property rights or defend ourselves against claimed infringement of the rights of others through litigation. As a result, we could incur substantial costs, be forced to redesign our products, or be required to pay damages or royalties to an infringed 14 party.
From time to time, we also must enforce our patents or other intellectual property rights or defend ourselves against claimed infringement of the rights of others through litigation. As a result, we could incur substantial costs, be forced to redesign our products, or be required to pay damages or royalties to an infringed party.
Alternatively, if a court were to find the choice 21 of forum provision contained in the Company’s bylaws to be inapplicable or unenforceable in an action, the Company may incur additional costs associated with resolving such action in other jurisdictions. Application of the choice of forum provision may be limited in some instances by applicable law.
Alternatively, if a court were to find the choice of forum provision contained in the Company’s bylaws to be inapplicable or unenforceable in an action, the Company may incur additional costs associated with resolving such action in other jurisdictions. Application of the choice of forum provision may be limited in some instances by applicable law.
See also our risk factors regarding government regulations and global economic conditions below. The industries and market segments in which we operate are highly competitive, and we may not be able to compete effectively. The life science and clinical diagnostics markets are each highly competitive.
See also our risk factors regarding government regulations and global economic conditions below. 10 The industries and market segments in which we operate are highly competitive, and we may not be able to compete effectively. The life science and clinical diagnostics markets are each highly competitive.
We depend on our IT systems to 12 process orders, manage inventory, pay our vendors and collect accounts receivable. Our IT systems also allow us to efficiently purchase products from our suppliers and ship products to our customers on a timely basis, maintain cost-effective operations and provide customer service.
We depend on our IT systems to process orders, manage inventory, pay our vendors and collect accounts receivable. Our IT systems also allow us to efficiently purchase products from our suppliers and ship products to our customers on a timely basis, maintain cost-effective operations and provide customer service.
Some of our competitors have greater financial resources than we do, making them better equipped to license technologies and intellectual property from third parties or to fund research and development, manufacturing and marketing efforts, or to source high-demand 10 materials and components.
Some of our competitors have greater financial resources than we do, making them better equipped to license technologies and intellectual property from third parties or to fund research and development, manufacturing and marketing efforts, or to source high-demand materials and components.
Any failure to maintain or implement new or improved internal controls, or any difficulties that we may encounter in their maintenance or implementation, could result in additional material weaknesses, result in material misstatements in our consolidated financial statements 20 and cause us to fail to meet our reporting obligations.
Any failure to maintain or implement new or improved internal controls, or any difficulties that we may encounter in their maintenance or implementation, could result in additional material weaknesses, result in material misstatements in our consolidated financial statements and cause us to fail to meet our reporting obligations.
Any of the foregoing matters could adversely impact our business, results of operations and financial condition. Changes in the healthcare industry could have an adverse effect on our business, results of operations and financial condition. There have been, and will continue to be, significant changes in the healthcare industry in an effort to reduce costs.
Any of the foregoing matters could adversely impact our business, results of operations and financial condition. 15 Changes in the healthcare industry could have an adverse effect on our business, results of operations and financial condition. There have been, and will continue to be, significant changes in the healthcare industry in an effort to reduce costs.
These changes include: • The trend towards managed care, together with healthcare reform of the delivery system in the United States and efforts to reform in Europe, has resulted in increased pressure on healthcare providers and other participants in the healthcare industry to reduce selling prices.
These changes include: • The trend towards managed care, together with healthcare reform of the delivery system in the United States and efforts to reform in Europe and China, has resulted in increased pressure on healthcare providers and other participants in the healthcare industry to reduce selling prices.
If the FDA determines that we have failed to comply with applicable regulatory requirements, it can impose a variety of enforcement actions ranging from public warning letters, fines, injunctions, consent decrees and civil penalties to suspension or delayed issuance of approvals, seizure or recall of our products, total or partial shutdown of production, withdrawal of approvals or clearances already granted, and criminal prosecution. 15 The FDA can also require us to repair, replace or refund the cost of devices that we manufactured or distributed.
If the FDA determines that we have failed to comply with applicable regulatory requirements, it can impose a variety of enforcement actions ranging from public warning letters, fines, injunctions, consent decrees and civil penalties to suspension or delayed issuance of approvals, seizure or recall of our products, total or partial shutdown of production, withdrawal of approvals or clearances already granted, and criminal prosecution. 16 The FDA can also require us to repair, replace or refund the cost of devices that we manufactured or distributed.
Despite recent initiatives to improve our technology systems, such as our enterprise resource planning implementation and the centralization of our global information technology organization, we could experience a significant data security breach.
Despite initiatives to improve our technology systems, such as our enterprise resource planning implementation and the centralization of our global information technology organization, we could experience a significant data security breach.
Should we need to convert these positions to cash, we may not be able to sell these instruments without significant losses due to current debtor financial conditions, low trading volume of the securities, or other market considerations. As discussed further in the Notes to Consolidated Financial Statements, in Note 2.
Should we need to convert these positions to cash, we may not be able to sell these instruments without significant losses due to current debtor financial conditions, low trading volume of the securities, or other market considerations. As discussed further in the Notes to Consolidated Financial Statements, in Note 3.
Increased antitrust enforcement and greater government scrutiny of 16 mergers in the healthcare sector may impact our ability to consummate acquisitions.
Increased antitrust enforcement and greater government scrutiny of mergers in the healthcare sector may impact our ability to consummate acquisitions.
As of December 31, 2024, we had approximately $1.2 billion of outstanding long-term indebtedness, primarily consisting of the 3.3% Senior Notes due in March 2027 and the 3.7% Senior Notes due in March 2032 as further discussed in Note 6 of the consolidated financial statements.
As of December 31, 2025, we had approximately $1.2 billion of outstanding long-term indebtedness, primarily consisting of the 3.3% Senior Notes due in March 2027 and the 3.7% Senior Notes due in March 2032 as further discussed in Note 7 of the consolidated financial statements.
We have direct distribution channels in over 36 countries outside the United States, and during the twelve months ended December 31, 2024 our foreign entities genera ted 59% of our net sales. Compliance with complex foreign and U.S. laws and regulations that apply to our international operations increases our cost of doing business.
We have direct distribution channels in over 36 countries outside the United States, and during the twelve months ended December 31, 2025 our foreign entities genera ted approximately 60% of our net sales. Compliance with complex foreign and U.S. laws and regulations that apply to our international operations increases our cost of doing business.
Regulatory enforcement or inquiries, or other increased scrutiny on us, could affect the perceived safety and efficacy of our products and dissuade our customers from using our products. The FDA has issued a final rule applicable to certain clinical diagnostic products referred to as laboratory developed tests.
Regulatory enforcement or inquiries, or other increased scrutiny on us, could affect the perceived safety and efficacy of our products and dissuade our customers from using our products. In May 2024, the FDA issued a final rule applicable to certain clinical diagnostic products referred to as laboratory developed tests ("LDTs").
In addition, we have a revolving credit facility that provides for up to $200.0 million in borrowing capacity, $5.7 million of which was utilized for domestic standby letters of credit as of December 31, 2024. Our incurrence of substantial amounts of debt may have important consequences.
In addition, we have a revolving credit facility that provides for up to $200.0 million in borrowing capacity, $6.0 million of which was utilized for domestic standby letters of credit as of December 31, 2025. Our incurrence of substantial amounts of debt may have important consequences.
Our stockholders will not be deemed, by operation of the Company’s choice of forum provision, to have waived claims arising under the federal securities laws and the rules and regulations thereunder. ITEM 1B. UNRESOLVED STAFF COMMENTS None.
Our stockholders will not be deemed, by operation of the Company’s choice of forum provision, to have waived claims arising under the federal securities laws and the rules and regulations thereunder.
In addition, a failure to timely and effectively use or deploy AI and integrate it into new product offerings and services could negatively impact our competitiveness, particularly ahead of developing consumer demands and evolving industry trends. Our competitors’ faster or more effective adoption of AI also could disadvantage us.
In addition, a failure to timely and effectively use or deploy AI and integrate it into new product offerings and services could negatively impact our competitiveness, particularly ahead of developing consumer demands and evolving industry trends.
When voting as a single class, each share of Class A Common Stock is entitled to one-tenth of a vote, while each share of Class B Common Stock has one vote.
With a few exceptions, holders of Class A and Class B Common Stock vote as a single class. When voting as a single class, each share of Class A Common Stock is entitled to one-tenth of a vote, while each share of Class B Common Stock has one vote.
When our supply is reduced or interrupted or of poor quality, and we are unable to develop alternative sources for such supply, our ability to manufacture our products in a timely or cost-effective manner is adversely affected, which affects our ability to sell our products.
When our supply is reduced or interrupted or of poor quality, and we are unable to develop alternative sources for such supply, our ability to manufacture our products in a timely or cost-effective manner is adversely affected, which affects our ability to sell our products. Tariff increases and associated supply chain disruptions may also impact our business.
Such information on our systems includes personally identifiable information and, in limited instances, protected health information. We also create and maintain proprietary information that is critical to our business, such as our product designs and manufacturing processes.
We also acquire and retain information about suppliers and employees in the normal course of business. Such information on our systems includes personally identifiable information and, in limited instances, protected health information. We also create and maintain proprietary information that is critical to our business, such as our product designs and manufacturing processes.
Our efforts may not achieve their intended outcomes, and we may not achieve such goals, which could negatively impact our reputation and business. Use of generative AI and other AI technologies presents risks and challenges due to the evolving nature of AI.
We also have announced certain sustainability goals, which require ongoing investment and operational changes. Our efforts may not achieve their intended outcomes, and we may not achieve such goals, which could negatively impact our reputation and business. Use of generative AI and other AI technologies presents risks and challenges due to the evolving nature of AI.
In addition, Russia has enacted more stringent medical product registration and labeling regulations, China has enacted stricter labeling requirements, and we expect other countries, such as Brazil and India, to impose more regulations that impact our product registrations.
In addition, Russia has enacted more stringent medical product registration and labeling regulations, China has enacted stricter labeling requirements, and we expect other countries, such as Brazil and India, to impose more regulations that impact our product registrations. New government administrations also may interpret existing regulations or practices differently.
Failure to adequately meet our stakeholder’s expectations or comply with any such laws or regulations may result in loss of business, reputational damage, an inability to attract customers, an inability to attract and retain top talent, and a negative impact on our business, results of operations and financial condition. 18 We also have announced certain sustainability goals, which require ongoing investment and operational changes.
Failure to adequately meet our stakeholder’s expectations or comply with any such laws or regulations may result in loss of business, reputational damage, an inability to attract customers, an inability to attract and retain top talent, and a negative impact on our business, results of operations and financial condition.
A weakening of macroeconomic conditions is also adversely affecting our suppliers, which could continue to result in interruptions in the supply of components and raw materials necessary for our products and raw material cost increases. Additionally, the United States and other countries have imposed tariffs on certain goods.
A weakening of macroeconomic conditions is also adversely affecting our suppliers, which could continue to result in interruptions in the supply of components and raw materials necessary for our products and raw material cost increases. The United States continues to announce new tariffs and significant increases to existing tariffs. Other countries continue to respond with countermeasures.
Further escalation of tariffs or other trade barriers could adversely impact our profitability and/or our competitiveness. See also our risk factors regarding our international operations above and regarding government regulations below. Reductions in government funding and the capital spending programs of our customers could have a material adverse effect on our business, results of operations or financial condition.
See also our risk factors regarding our international operations above and regarding government regulations below. 11 Reductions in government funding and the capital spending programs of our customers have negatively impacted our revenue and could have a material adverse effect on our business, results of operations or financial condition.
If we acquire or invest in new companies, products or technologies, we may be required to assume contingent liabilities or record impairment charges for goodwill and other intangible assets over time.
Completing any potential future acquisitions could cause significant diversion of our management’s time and resources. If we acquire or invest in new companies, products or technologies, we may be required to assume contingent liabilities or record impairment charges for goodwill and other intangible assets over time.
We have incurred and may continue to incur losses in future periods due to write-downs in the value of our financial instruments. We have positions in a variety of financial instruments including asset backed securities and other similar investments. Financial markets are volatile and the markets for these securities can be illiquid.
We have positions in a variety of financial instruments including asset backed securities and other similar investments. Financial markets are volatile and the markets for these securities can be illiquid.
The EU IVDR required us to modify or re-register some products, and we expect will continue to result in additional costs for ongoing compliance.
The EU in-vitro Diagnostics Regulation (the “EU IVDR”) includes broad changes regarding in vitro diagnostic devices and medical devices. The EU IVDR required us to modify or re-register some products, and we expect will continue to result in additional costs for ongoing compliance.
On December 15, 2022, the European Union formally adopted the Pillar Two Directive and EU member states enacted the Pillar Two Directive as of January 1, 2024. Other countries have taken similar actions. We currently believe Pillar 2 legislation will not have a material impact on our income tax provision and cash taxes.
On December 15, 2022, the European Union formally adopted the Pillar Two Directive and EU member states enacted the Pillar Two Directive as of January 1, 2024. Other countries have taken similar actions.
Changes in tax laws or rates, changes in the interpretation of tax laws or changes in the jurisdictional mix of our earnings could adversely affect our financial position and results of operations. 17 On December 22, 2017, the U.S. enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”) which made a number of substantial changes to how the United States imposes income tax on multinational corporations.
On December 22, 2017, the U.S. enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”) which made a number of substantial changes to how the U.S. imposes income tax on multinational corporations.
Political unrest may affect our sales in certain regions, such as in Southeast Asia, the Middle East and Eastern Europe. Any of these events could adversely affect our business, results of operations and financial condition.
Political unrest may affect our sales in certain regions, such as in Southeast Asia, the Middle East, and Eastern Europe.
Risks Related to Our Common Stock A significant majority of our voting stock is held by the Schwartz family, which could lead to conflicts of interest. We have two classes of voting stock: Class A Common Stock and Class B Common Stock. With a few exceptions, holders of Class A and Class B Common Stock vote as a single class.
Any of these events could adversely affect our business, results of operations and financial condition. 22 Risks Related to Our Common Stock A significant majority of our voting stock is held by the Schwartz family, which could lead to conflicts of interest. We have two classes of voting stock: Class A Common Stock and Class B Common Stock.
If funding to our customers were to decrease, or if our customers were to decrease or reallocate their budgets in a manner adverse to us, our business, results of operations or financial condition could be materially and adversely affected. 11 A reduction or interruption in the supply of components and raw materials has adversely affected and could continue to adversely affect our manufacturing operations and related product sales.
If funding to our customers continues to decrease, or if our customers decrease or reallocate their budgets in a manner adverse to us, our business, results of operations or financial condition could be materially and adversely affected.
Failure to comply with present or future laws and regulations could result in substantial liability to us, suspension or cessation of our operations, restrictions on our ability to expand at our present locations or require us to make significant capital expenditures or incur other significant expenses.
Failure to comply with present or future laws and regulations could result in substantial liability to us, suspension or cessation of our operations, restrictions on our ability to expand at our present locations or require us to make significant capital expenditures or incur other significant expenses. 17 We cannot assure you that we will be able to integrate acquired companies, products or technologies into our company successfully, or that we will be able to realize the anticipated benefits from the acquisitions.
The manufacture of our products requires the timely delivery of sufficient amounts of quality components and materials. We manufacture our products around the world. We acquire our components and materials from many suppliers in various countries. We work closely with our suppliers to ensure the continuity of supply, but we cannot guarantee these efforts will always be successful.
We acquire our components and materials from many suppliers in various countries. We work closely with our suppliers to ensure the continuity of supply, but we cannot guarantee these efforts will always be successful. Further, while we seek to diversify our sources of components and materials, in certain instances we acquire components and materials from a sole supplier.
The benefits of any acquisition or investment may prove to be less than anticipated, which we have experienced in some of our acquisitions and investments, and may not outweigh the costs reported in our financial statements. Completing any potential future acquisitions could cause significant diversion of our management’s time and resources.
As part of our overall business strategy, we pursue acquisitions of and investments in complementary companies, products and technologies. The benefits of any acquisition or investment may prove to be less than anticipated, which we have experienced in some of our acquisitions and investments, and may not outweigh the costs reported in our financial statements.
We rely on a combination of copyright, trade secret, patent and trademark laws and third-party nondisclosure agreements to protect our intellectual property rights and products. However, we cannot assure you that our intellectual property rights will not be challenged, invalidated, circumvented or rendered unenforceable, or that meaningful protection or adequate remedies will be available to us.
However, we cannot assure you that our intellectual property rights will not be challenged, invalidated, circumvented or rendered unenforceable, or that meaningful protection or adequate remedies will be available to us.
Our current and future debt and related covenants may restrict our future operations. We have substantial debt and have the ability to incur additional debt.
Our competitors’ faster or more effective adoption of AI also could disadvantage us. 20 Our current and future debt and related covenants may restrict our future operations. We have substantial debt and have the ability to incur additional debt.
These changes may have unintended consequences, such as distraction of our management and employees, labor unrest, business disruption, disruption of supply, attrition of our workforce, inability to attract or retain key employees, and reduced employee morale or productivity. Risks relating to intellectual property rights may negatively impact our business.
We made significant changes to our organizational structure over the past few years, including restructurings approved in 2023, 2024, and 2025. These changes may have unintended consequences, such as distraction of our management and employees, labor unrest, business disruption, disruption of supply, attrition of our workforce, inability to attract or retain key employees, and reduced employee morale or productivity.
Through our sales and eCommerce channels, we collect and store confidential information that customers provide to, among other things, purchase products or services, enroll in promotional programs and register on our web site. We also acquire and retain information about suppliers and employees in the normal course of business.
We have experienced and expect to continue to experience attempts by individuals and organizations to attack and penetrate our layered security controls. Through our sales and eCommerce channels, we collect and store confidential information that customers provide to, among other things, purchase products or services, enroll in promotional programs and register on our web site.
Such agencies may also impose new requirements that may require us to modify or re-register products already on the market or otherwise impact our ability to market our products in those countries. The EU in-vitro Diagnostics Regulation (the “EU IVDR”) includes broad changes regarding in vitro diagnostic devices and medical devices.
Many foreign governments have similar rules and regulations regarding the importation, registration, labeling, sale and use of our products. Such agencies may also impose new requirements that may require us to modify or re-register products already on the market or otherwise impact our ability to market our products in those countries.
It could also call into question the validity of all contracts to which the Company is a party. If it appeared likely that we would be deemed to be an investment company, we may modify our position in Sartorius AG in order to avoid such determination.
If it appeared likely that we would be deemed to be an investment company, we may modify our position in Sartorius AG in order to avoid such determination. 14 We have incurred and may continue to incur losses due to write-downs in the value of our financial instruments.
We cannot assure you, however, that such matters or any future obligations to comply with environmental or health and safety laws and regulations will not adversely affect our business, results of operations or financial condition. In addition, there is an increasing focus by U.S. and international regulators, investors, customers, and other stakeholders on environmental, social and governance (ESG) matters.
We cannot assure you, however, that such matters or any future obligations to comply with environmental or health and safety laws and regulations will not adversely affect our business, results of operations or financial condition. Complying with new laws or regulations concerning sustainability matters or climate related matters will result in increased compliance costs and create additional non-compliance risks.
Environmental, health and safety regulations and enforcement proceedings may negatively impact our business, results of operations and financial condition.
We currently believe Pillar 2 legislation will not have a material impact on our income tax provision and cash taxes. 19 Environmental, health and safety regulations and enforcement proceedings may negatively impact our business, results of operations and financial condition.
Removed
The bank failures in March 2023 and the resulting volatility in the banking sector caused and could continue to cause disruptions to global economic conditions and may impact access to cash and other financial resources by us, our customers and our suppliers.
Added
We continue to analyze this uncertain situation and the impacts on our business as events unfold. These events have impacted and we expect will continue to impact the global economic and geopolitical environment, and could lead to higher prices, inflation and possibly a recession.
Removed
Further, while we seek to diversify our sources of components and materials, in certain instances we acquire components and materials from a sole supplier. The COVID-19 pandemic created delays and shortages in the supply of components and raw materials.
Added
This could lead to higher costs for our products and lower revenue, and could adversely impact our profitability and/or our competitiveness.
Removed
These shortages, along with challenges in ramping up new production facilities, caused a backlog of sales orders, some of which we consider to be significant, and delays in certain new product development activities. Some of the backlog of sales orders continued into 2023 but moderated in 2024 to a more typical level.
Added
In 2025, the United States government proposed reductions of federal funding to some institutions and companies that are our customers. Reduced government spending, along with ongoing challenges in the biopharma market and among small biotech companies, continues to negatively impact our business.
Removed
We made significant changes to our organizational structure over the past few years, including the reorganization of aspects of our European operations that was announced in February 2021 and additional restructurings approved in 2023, 2024, and 2025.
Added
A reduction or interruption in the supply of components and raw materials has adversely affected and could continue to adversely affect our manufacturing operations and related product sales. The manufacture of our products requires the timely delivery of sufficient amounts of quality components and materials. We manufacture our products around the world.
Removed
This change in the FDA approach could negatively impact our customers who use our Life Science products for laboratory developed tests. Many foreign governments have similar rules and regulations regarding the importation, registration, labeling, sale and use of our products.
Added
It could also call into question the validity of all contracts to which the Company is a party.
Removed
The United Kingdom's withdrawal from the EU is resulting in additional regulatory requirements associated with goods manufactured and sold in the United Kingdom and additional complexities and delays with respect to goods, raw materials and personnel moving between the United Kingdom and the EU. In addition, new government administrations may interpret existing regulations or practices differently.
Added
Risks relating to intellectual property rights may negatively impact our business. We rely on a combination of copyright, trade secret, patent and trademark laws and third-party nondisclosure agreements to protect our intellectual property rights and products.
Removed
We cannot assure you that we will be able to integrate acquired companies, products or technologies into our company successfully, or that we will be able to realize the anticipated benefits from the acquisitions. As part of our overall business strategy, we pursue acquisitions of and investments in complementary companies, products and technologies.
Added
A federal court vacated the rule in March 2025, and the FDA subsequently formally rescinded the final rule. If there is new legislation in the future to bring LDTs under the same FDA regulatory framework as other in vitro diagnostics, this change could negatively impact our customers who use our life science products for LDTs.
Removed
Complying with new laws or regulations concerning sustainability matters, climate related matters or other ESG matters will result in increased compliance costs and create additional non-compliance risks.
Added
Changes in tax laws or rates, changes in the interpretation of tax laws or changes in the jurisdictional mix of our earnings could adversely affect our financial position and results of operations. On July 4, 2025, the U.S. enacted tax reform through the One Big Beautiful Bill Act ("OBBBA").
Added
Included in this legislation are provisions that allow for the immediate expensing of domestic U.S. research and development expenses, immediate expensing of certain capital expenditures, and other changes to the U.S. taxation of profits derived from foreign operations.
Added
The new legislation did not have a material impact on the 2025 income tax provision, and we do not anticipate a material impact in future years. We will continue to monitor U.S. Department of the Treasury guidance and regulations to assess any potential future effects.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants. Our management team includes a wealth of expertise in navigating the complex landscape of cybersecurity, with a robust background in cyber risk management and incident response.
Biggest changeThe team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants. Our management team includes expertise in navigating the complex landscape of cybersecurity, with a robust background in cyber risk management and incident response.
Our management team, including, our Chief Information Security Officer, Chief Privacy Officer, General Counsel, Director of Information Security & IT Compliance, Corporate Treasurer, and Internal Audit Senior Director, is responsible for assessing and managing our material risks from cybersecurity threats.
Our management team, including, our Chief Information Security Officer, Chief Privacy Officer, General Counsel, Senior Director of Information Security & IT Compliance, Corporate Treasurer, and Internal Audit Senior Director, is responsible for assessing and managing our material risks from cybersecurity threats.
With a collective experience that spans several decades, our team has successfully addressed and mitigated diverse cyber threats, ranging from sophisticated attacks to emerging vulnerabilities. Members of our management team hold industry-recognized certifications, including but not limited to CISSP, CISA, and CEH, underscoring their commitment to continuous professional development and adherence to the highest standards in the field.
With a collective experience that spans several decades, our team has addressed and mitigated diverse cyber threats, ranging from sophisticated attacks to emerging vulnerabilities. Members of our management team hold industry-recognized certifications, including but not limited to CISSP, CISA, and CEH, underscoring their commitment to continuous professional development and adherence to the highest standards in the field.
We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents in the past fiscal year, that have materially affected or are reasonably likely to materially affect us, 22 including our operations, business strategy, results of operations, or financial condition.
We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents in the past fiscal year, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.
The Committee oversees management’s implementation of our cybersecurity risk management program. The Committee receives quarterly reports from management on our cybersecurity risks. In addition, management updates the Committee, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential. The Committee reports to the full Board regarding its activities, including those related to cybersecurity.
The Committee oversees management’s implementation of our cybersecurity risk management program. The Committee receives quarterly reports from management on our cybersecurity risks. In addition, management updates the Committee, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential. 24 The Committee reports to the full Board regarding its activities, including those related to cybersecurity.
We design and assess our program based on the National Institute of Standards and Technology Cybersecurity Framework Special Publication 800-53, 800-61, rev 2 and Center for Internet Security, Critical Security Controls (CIS Controls).
We design and assess our program based on the National Institute of Standards and Technology Cybersecurity Framework Special Publication 800-53, 800-61 and Center for Internet Security, Critical Security Controls (CIS Controls).

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe principal manufacturing and research locations for each segment are as follows: 23 Segment Location Owned/Leased Life Science Boulder, Colorado Leased Oxford, England Leased Neuried, Germany Leased Shanghai, China Leased Suzhou, China Leased Clinical Diagnostics Irvine, California Leased Greater Seattle Area, Washington Leased Warsaw, Poland Leased Cressier, Switzerland Owned Dreieich, Germany Owned/Leased Shared Greater San Francisco Bay Area, California Owned/Leased Ann Arbor, Michigan Leased Greater Paris Area, France Leased Lille, France Owned Leipzig, Germany Leased Singapore Leased Most manufacturing and research facilities also house administration, sales and distribution activities.
Biggest changeThe principal manufacturing and research locations for each segment are as follows: Segment Location Owned/Leased Life Science Oxford, England Leased Neuried, Germany Leased Shanghai, China Leased Suzhou, China Leased Clinical Diagnostics Irvine, California Leased Greater Seattle Area, Washington Leased Warsaw, Poland Leased Cressier, Switzerland Owned Dreieich, Germany Owned/Leased Shared Greater San Francisco Bay Area, California Owned/Leased Ann Arbor, Michigan Leased Greater Paris Area, France Leased Lille, France Owned Leipzig, Germany Leased Singapore Leased Most manufacturing and research facilities also house administration, sales and distribution activities.
In addition, we lease office and warehouse facilities in a variety of locations around the world. The facilities are used principally for sales, service, distribution and administration for both segments.
In addition, we lease office and warehouse facilities in a variety of locations around the world. The facilities are used primarily for sales, service, distribution and administration for both segments. 25

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeStock Performance Graph The following graph compares the cumulative stockholder returns over the past five years for our Class A Common Stock, the S&P 500 Index, the S&P MidCap 400 Index, and the S&P 500 Life Sciences Tools & Services Index, assuming $100 invested on December 31, 2019, and reinvestment of dividends if paid: (1) As a result of an S&P 500 Index rebalance, we have been moved from the S&P 500 Index to the S&P MidCap 400 Index and, thus, are presenting both the S&P MidCap 400 Index and the S&P 500 Index for this year of transition.
Biggest changeStock Performance Graph The following graph compares the cumulative stockholder returns over the past five years for our Class A Common Stock, the S&P MidCap 400 Index, and the S&P 500 Life Sciences Tools & Services Index, assuming $100 invested on December 31, 2020, and reinvestment of dividends if paid: 26 This stock performance graph shall not be deemed incorporated by reference by any general statement incorporating by reference into any filing under the Securities Act or the Exchange Act and shall not otherwise be deemed filed under these Acts.
In July 2024, the board of directors granted the Company authority to repurchase, on a discretionary basis, up to an additional $500 million of the outstanding shares of the Company’s common stock under the 2023 Share Repurchase Program. During the three months ended December 31, 2024, we did not purchase or otherwise acquire any shares of common stock.
In July 2024, the board of directors granted the Company authority to repurchase, on a discretionary basis, up to an additional $500 million of the outstanding shares of the Company’s common stock under the 2023 Share Repurchase Program. During the three months ended December 31, 2025, we did not repurchase or otherwise acquire any shares of the Company's common stock.
As of December 31, 2024, $577.1 million remained available for repurchases under the 2023 Share Repurchase Program. See Item 12 of Part III of this report for the security ownership of certain beneficial owners and management and for securities authorized for issuance under equity compensation plans.
As of December 31, 2025, $284.6 million remained available for repurchases under the 2023 Share Repurchase Program. See Item 12 of Part III of this report for the security ownership of certain beneficial owners and management and for securities authorized for issuance under equity compensation plans.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Information Concerning Common Stock Bio-Rad’s Class A and Class B Common Stock are listed on the New York Stock Exchange with the ticker symbols BIO and BIO.B, respectively. 24 On February 11, 2025, we had 144 holders of record of Class A Common Stock and 82 holders of record of Class B Common Stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Information Concerning Common Stock Bio-Rad’s Class A and Class B Common Stock are listed on the New York Stock Exchange with the ticker symbols BIO and BIO.B, respectively.
Bio-Rad has never paid a cash dividend and has no present plans to pay cash dividends. In July 2023, the board of directors authorized a new share repurchase program ("2023 Share Repurchase Program") granting the Company authority to repurchase, on a discretionary basis, up to $500 million of the outstanding shares of the Company's common stock.
In July 2023, the board of directors authorized a new share repurchase program ("2023 Share Repurchase Program") granting the Company authority to repurchase, on a discretionary basis, up to $500 million of the outstanding shares of the Company's common stock.
Removed
This stock performance graph shall not be deemed incorporated by reference by any general statement incorporating by reference into any filing under the Securities Act or the Exchange Act and shall not otherwise be deemed filed under these Acts. ITEM 6. RESERVED
Added
On February 9, 2026, we had 137 holders of record of Class A Common Stock and 80 holders of record of Class B Common Stock. Bio-Rad has never paid a cash dividend and has no present plans to pay cash dividends.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeItem 6. Reserved 25 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 25 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 32 Item 8. Financial Statements and Supplementary Data 34 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 80
Biggest changeItem 6. Reserved 27 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 27 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 34 Item 8. Financial Statements and Supplementary Data 36 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 87

Item 7. Management's Discussion & Analysis

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

40 edited+10 added−15 removed27 unchanged
Biggest changeResults of Operations - Sales, Gross Margins and Expenses Comparison of the Year Ended December 31, 2024 to the Year Ended December 31, 2023 The following table shows Cost of goods sold, Gross profit, components of operating expense, and Net loss as a percentage of Net sales: 2024 2023 Net sales 100.0 % 100.0 % Cost of goods sold 46.3 46.6 Gross profit 53.7 53.4 Selling, general and administrative expense 31.7 31.5 Research and development expense 11.5 9.3 Net loss (71.9) (23.9) Net sales Percentage sales growth in currency neutral amounts are calculated by translating prior period sales in each local currency using the current period monthly average foreign exchange rates for that currency and comparing that to current period sales.
Biggest changeAll subsequent changes in fair value of the Loan and value appreciation right, including accrued interest are recognized in (Gains) losses from change in fair market value of equity securities and loan receivable in our consolidated statements of income (loss). 29 Results of Operations - Sales, Gross Margins and Expenses Comparison of the Year Ended December 31, 2025 to the Year Ended December 31, 2024 The following table shows Cost of goods sold, Gross margin, components of operating expense, and Net income (loss) as a percentage of Net sales: 2025 2024 Net sales 100.0 % 100.0 % Cost of goods sold 48.1 46.3 Gross margin 51.9 53.7 Selling, general and administrative expense 32.7 31.7 Research and development expense 10.7 11.5 Impairment of purchased intangibles and related items, net 6.7 — Net income (loss) 29.4 (71.9) Net sales Percentage sales growth in currency neutral amounts are calculated by translating prior period sales in each local currency using the current period monthly average foreign exchange rates for that currency and comparing that to current period sales.
The significant assumptions used to estimate fair value of the Loan include an estimate of the discount rate and cash flows of the Loan and the 27 significant assumptions used to estimate the fair value of the value appreciation right include volatility, the risk-free interest rate, expected life (in years) and expected dividend.
The significant assumptions used to estimate fair value of the Loan include an estimate of the discount rate and cash flows of the Loan and the significant assumptions used to estimate the fair value of the value appreciation right include volatility, the risk-free interest rate, expected life (in years) and expected dividend.
We base our estimates on historical experience and on other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
We base our estimates on historical experience and on other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources.
These differences result in deferred tax assets and liabilities, which are included in the consolidated balance sheet. 26 We assess the likelihood that our deferred tax assets will be recovered from future taxable income, considering all available evidence such as historical levels of income, expectations and risks associated with estimates of future taxable income and ongoing prudent and feasible tax strategies.
These differences result in deferred tax assets and liabilities, which are included in the consolidated balance sheets. We assess the likelihood that our deferred tax assets will be recovered from future taxable income, considering all available evidence such as historical levels of income, expectations and risks associated with estimates of future taxable income and ongoing prudent and feasible tax strategies.
There were no impairments for the years ended December 31, 2024, 2023 and 2022. Revenue Recognition We recognize revenue from operations through the sale of products, services, license of intellectual property and rental of instruments. We enter into contracts that can include various combinations of products and services, which are generally accounted for as distinct performance obligations.
There were no impairments of goodwill for the years ended December 31, 2025, 2024 and 2023. Revenue Recognition We recognize revenue from operations through the sale of products, services, license of intellectual property and rental of instruments. We enter into contracts that can include various combinations of products and services, which are generally accounted for as distinct performance obligations.
See Note 6 of the consolidated financial statements for additional information about our debt. (2) Operating lease obligations are described in Note 16 of the consolidated financial statements. (3) Purchase obligations include agreements to purchase goods or services that are enforceable and legally binding to Bio-Rad and that specify all significant terms.
See Note 7 of the consolidated financial statements for additional information about our debt. (2) Operating lease obligations are described in Note 18 of the consolidated financial statements. (3) Purchase obligations include agreements to purchase goods or services that are enforceable and legally binding to Bio-Rad and that specify all significant terms.
Results of Operations – Non-operating Interest expense Interest expense for the years ended December 31, 2024 and 2023 was $48.9 million and $49.4 million, respectively, which primarily consisted of interest expense related to the $1.2 billion Senior Notes.
Results of Operations – Non-operating Interest expense Interest expense for the years ended December 31, 2025 and 2024 was $49.0 million and $48.9 million, respectively, which primarily consisted of interest expense related to the $1.2 billion Senior Notes.
Borrowings under the Revolving Credit Agreement are available on a revolving basis and can be used to make acquisitions, for working capital and for other general corporate purposes. We had no outstanding borrowings under the Revolving Credit Agreement as of December 31, 2024, however, $5.7 million was utilized for domestic standby letters of credit that reduced our borrowing availability.
Borrowings under the Revolving Credit Agreement are available on a revolving basis and can be used to make acquisitions, for working capital and for other general corporate purposes. We had no outstanding borrowings under the Revolving Credit Agreement as of December 31, 2025, however, $6.0 million was utilized for domestic standby letters of credit that reduced our borrowing availability.
Refer to Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations located in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed on February 16, 2024, for the discussion of the comparison of the fiscal year ended December 31, 2023 to the fiscal year ended December 31, 2022. 25 Overview .
Refer to Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations located in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed on February 14, 2025, for the discussion of the comparison of the fiscal year ended December 31, 2024 to the fiscal year ended December 31, 2023. Overview .
Foreign currency exchange net gains were $3.9 million and $7.3 million for the years ended December 31, 2024 and December 31, 2023, respectively. Gains and losses are primarily due to the estimating process inherent in the timing of product shipments and intercompany debt payments, market volatility, and the change in the fair value of our foreign exchange contracts.
Foreign currency exchange net gains were $6.6 million and $3.9 million for the years ended December 31, 2025 and December 31, 2024, respectively. Gains and losses are primarily due to the timing of product shipments and intercompany debt payments, market volatility, and the change in the fair value of our foreign exchange contracts.
In addition to the annual positive cash flow from operating activities, additional liquidity is readily available via the sale of short-term investments and access to our $200.0 million unsecured Revolving Credit Agreement that we entered into in February 2024, and to a lesser extent international lines of credit.
Additional liquidity is realized through positive cash flows from operating activities, and is readily available via the sale of short-term investments and access to our $200.0 million unsecured Revolving Credit Agreement, available through February 2029, and to a lesser extent international lines of credit.
Contractual Obligations The following summarizes certain of our contractual obligations as of December 31, 2024 and the effect such obligations are expected to have on our cash flows in future periods (in millions): 31 Payments Due by Period Less Than 1-3 3-5 More than Contractual Obligations Total One Year Years Years 5 Years Long-term debt, including current portion (1) $ 1,210.4 $ 1.2 $ 401.0 $ 1.1 $ 807.1 Interest payments (1) $ 257.7 $ 43.9 $ 77.4 $ 61.4 $ 75.0 Operating lease obligations (2) $ 195.5 $ 46.8 $ 66.0 $ 39.4 $ 43.3 Purchase obligations (3) $ 77.8 $ 60.1 $ 17.7 $ — $ — Long-term liabilities (4) $ 90.8 $ 4.4 $ 17.5 $ 10.0 $ 58.9 (1) These amounts represent expected cash payments, primarily from Senior Notes, which are included in our December 31, 2024 consolidated balance sheet.
Contractual Obligations The following summarizes certain of our contractual obligations as of December 31, 2025 and the effect such obligations are expected to have on our cash flows in future periods (in millions): 33 Payments Due by Period Less Than 1-3 3-5 More than Contractual Obligations Total One Year Years Years 5 Years Long-term debt, including current portion (1) $ 1,210.0 $ 1.3 $ 401.0 $ 1.2 $ 806.5 Interest payments (1) $ 213.7 $ 43.9 $ 64.1 $ 61.4 $ 44.3 Operating lease obligations (2) $ 217.0 $ 42.5 $ 63.3 $ 40.0 $ 71.2 Purchase obligations (3) $ 105.8 $ 90.2 $ 15.6 $ — $ — Long-term liabilities (4) $ 123.7 $ 8.5 $ 50.4 $ 12.8 $ 52.0 (1) These amounts represent expected cash payments, primarily from Senior Notes, which are included in our December 31, 2025 consolidated balance sheet.
Change in fair market value of equity securities and loan receivable Losses from change in fair market value of equity securities and loan receivable was $2.66 billion and $1.25 billion for the years ended December 31, 2024 and 2023, respectively.
Change in fair market value of equity securities and loan receivable (Gains) losses from change in fair market value of equity securities and loan receivable was a gain of $900.4 million and a loss of $2.66 billion for the years ended December 31, 2025 and 2024, respectively.
Department of the Treasury guidance and regulations. Liquidity and Capital Resources Bio-Rad operates and conducts business globally, primarily through subsidiary companies established in the markets in which we trade. Goods are manufactured in a small number of locations, and are then shipped to local distribution facilities around the world.
Liquidity and Capital Resources Bio-Rad operates and conducts business globally, primarily through subsidiary companies established in the markets in which we trade. Goods are manufactured in a small number of locations, and are then shipped to local distribution facilities around the world. Our product mix is diversified, and certain products compete largely on product efficacy, while others compete on price.
Management believes that this availability, together with cash flow from operations, will be adequate to meet our current objectives for operations, research and development, capital additions for manufacturing and distribution, plant and equipment, information technology systems and acquisitions of reasonable proportion to our existing total available capital for the next twelve months and beyond.
Interest is payable semiannually in arrears on March 15 and September 15 of each year. 32 Management believes that our cash, cash equivalents and short-term investments, together with cash flow from operations and the unsecured Revolving Credit Agreement, will be adequate to meet our current objectives for operations, research and development, capital additions for manufacturing and distribution, plant and equipment, information technology systems and acquisitions of reasonable proportion to our existing total available capital for the next twelve months and beyond.
The decrease to SG&A expense was primarily due to lower restructuring costs and a reduction in discretionary spending. Research and development expense Consolidated research and development (R&D) expense increased to $295.9 million or 11.5% of sales for the year ended December 31, 2024 compared to $247.4 million or 9.3% of sales for the year ended December 31, 2023.
The increase in SG&A expense was primarily due to higher restructuring costs. Research and development expense Consolidated research and development ("R&D") expense decreased to $275.6 million or 10.7% of sales for the year ended December 31, 2025 compared to $295.9 million or 11.5% of sales for the year ended December 31, 2024.
The effective tax rates for the years ended December 31, 2024 and 2023 were primarily driven by the unrealized gain/loss in equity securities that was taxed at 22.6% and 22.3%, respectively, as well as the geographical mix of earnings. 29 Our income tax returns are routinely audited by U.S. federal, state and foreign tax authorities.
The effective tax rates for the years ended December 31, 2025 and 2024 were driven by the change in fair market value of our equity securities as well as shifts in the geographical mix of earnings. Our income tax returns are routinely audited by U.S. federal, state and foreign tax authorities.
Gross margin Consolidated gross margin was 53.7% for the year ended December 31, 2024 compared to 53.4% for the year ended December 31, 2023. Gross margin for the Life Science segment and Clinical Diagnostics segment for the year ended December 31, 2024 increased by approximately 0.3 percentage points and 0.5 percentage points, respectively, from the year ended December 31, 2023.
Gross margin Consolidated gross margin was 51.9% for the year ended December 31, 2025 compared to 53.7% for the year ended December 31, 2024. Gross margin for the Life Science segment for the year ended December 31, 2025 decreased by approximately 2.5 percentage points from the year ended December 31, 2024.
Likewise, if we later determine that it is more likely than not that all or a part of our deferred tax assets would be realized, the previously provided valuation allowance would be reversed.
Likewise, if we later determine that it is more likely than not that all or a part of our deferred tax assets would be realized, the previously provided valuation allowance would be reversed. 28 We make certain estimates and judgments about the application of tax laws, the expected resolution of uncertain tax positions and other matters surrounding the recognition and measurement of uncertain tax benefits.
As of December 31, 2024, $577.1 million of stock remained available for repurchases under the Company's 2023 Share Repurchase Program. We designated these repurchased shares as treasury stock.
As of December 31, 2025, $284.6 million of stock remained available for repurchases under the Company's 2023 Share Repurchase Program.
Net sales (sales) for the year ended December 31, 2024 were $2.57 billion, compared to $2.67 billion for the year ended December 31, 2023, a decrease of 3.9%. On a currency neutral basis, for the year ended December 31, 2024 sales decreased by approximately 3.6% compared to the same period in 2023.
Net sales ("sales") for the year ended December 31, 2025 were $2.58 billion, compared to $2.57 billion for the year ended December 31, 2024, an increase of 0.7%. On a currency neutral basis, for the year ended December 31, 2025 sales were essentially flat compared to the same period in 2024.
It is generally our intention to repatriate certain foreign earnings to the extent that such repatriations are not restricted by local laws, and there are no substantial incremental costs. Cash Flows from Operations Net cash provided by operations was $455.2 million and $374.9 million for the years ended December 31, 2024 and 2023, respectively.
It is generally our intention to repatriate certain foreign earnings to the extent that such repatriations are not restricted by local laws, and there are no substantial incremental costs.
The increase in gross margin was primarily driven by favorable product mix and cost control measures, partially offset by higher restructuring and material costs. 28 Selling, general and administrative expense Consolidated selling, general and administrative expense (SG&A) decreased to $814.0 million or 31.7% of sales for the year ended December 31, 2024 compared to $841.7 million or 31.5% of sales for the year ended December 31, 2023.
The decrease in gross margin was primarily driven by higher material costs and reduced fixed manufacturing absorption. 30 Selling, general and administrative expense Consolidated selling, general and administrative ("SG&A") expense increased to $844.3 million or 32.7% of sales for the year ended December 31, 2025 compared to $814.0 million or 31.7% of sales for the year ended December 31, 2024.
Purchase obligations exclude agreements that are cancelable without penalty. Recognition of purchase obligations occurs when products or services are delivered to Bio-Rad generally within Accounts payable or Other current liabilities. (4) These amounts primarily represent recognized long-term obligations for other post-employment benefits and long-term deferred revenue.
Purchase obligations exclude agreements that are cancelable without penalty. Recognition of purchase obligations occurs when products or services are delivered to Bio-Rad generally within Accounts payable or Other current liabilities. See Note 14 of the consolidated financial statements for additional information about these purchase obligations.
See Note 7 of the consolidated financial statements for additional information about our income taxes. See Note 13 of the consolidated financial statements for additional information about these purchase obligations. Recent Accounting Pronouncements Adopted See Note 1 to the consolidated financial statements for recent accounting pronouncements adopted and to be adopted.
Recent Accounting Pronouncements Adopted See Note 1 to the consolidated financial statements for recent accounting pronouncements adopted and to be adopted.
The decrease in sales was driven by lower sales in our Life Science segment. The Life Science segment sales for the year ended December 31, 2024 were $1.03 billion, a decrease of 12.8% compared to the year ended December 31, 2023. On a currency neutral basis, sales decreased 12.6% compared to the year ended December 31, 2023.
The Life Science segment sales for the year ended December 31, 2025 were $1.02 billion, a decrease of 0.7% compared to the year ended December 31, 2024. On a currency neutral basis, sales decreased 1.3% compared to the year ended December 31, 2024, driven by the constrained academic research and biotech funding environment.
Excluded from this table are tax liabilities for uncertain tax positions and contingencies in the amount of $81.1 million. We are not able to reasonably estimate the timing of future cash flows of these tax liabilities, therefore, our income tax obligations are excluded from the table above.
We are not able to reasonably estimate the timing of future cash flows of these tax liabilities, therefore, our income tax obligations are excluded from the table above. See Note 8 of the consolidated financial statements for additional information about our income taxes. See Note 14 of the consolidated financial statements for additional information about these long-term liabilities.
Other income, net Other income, net includes investment and dividend income, interest income on our cash and cash equivalents, short-term investments and long-term marketable securities. Other income, net for the year ended December 31, 2024 decreased to $90.3 million compared to $106.5 million for the year ended December 31, 2023.
The change in the fair market value primarily resulted from the recognition of holding gains of $872.6 million for the year ended December 31, 2025 compared to holding losses of $2.68 billion for the year ended December 31, 2024 on our investment in Sartorius. 31 Other income, net Other income, net includes investment and dividend income, interest income on our cash and cash equivalents, short-term investments and long-term marketable securities.
When the dollar strengthens, we benefit from lower cost of sales from our own international manufacturing sites, and from lower international operating expenses. We regularly discuss our changes in revenue and expense categories in terms of both changing foreign exchange rates and in terms of a currency neutral basis, if notable, to explain the impact currency has on our results.
We regularly discuss our changes in revenue and expense categories in terms of both changing foreign exchange rates and in terms of a currency neutral basis, if notable, to explain the impact currency has on our results. Current global economic and geopolitical conditions remain uncertain, and we rely on the support of many governments for both research and healthcare.
We manufacture and supply our customers with a range of reagents, apparatus and equipment to separate complex chemical and biological materials and to identify, analyze and purify components. As our customers require standardization for their experiments and test results, much of our revenues are recurring in nature. We rely on the support of many governments for both research and healthcare.
We manufacture and supply our customers with a range of reagents, apparatus and equipment to separate complex chemical and biological materials and to identify, analyze and purify components.
The decrease was primarily attributable to lower dividend income from Sartorius AG in 2024 compared to 2023. Effective tax rate Our effective tax rates were 21.3% and 25.0% for the years ended December 31, 2024 and 2023, respectively.
Other income, net was $90.3 million for the year ended December 31, 2025, essentially flat compared to the year ended December 31, 2024. Effective tax rate Our effective tax rates were 23.7% and 21.3% for the years ended December 31, 2025 and 2024, respectively.
The international sales are largely denominated in local currencies such as the Euro, Swiss Franc, Japanese Yen, Chinese Yuan and British Sterling. As a result, our consolidated net sales expressed in dollars benefit when the U.S. dollar weakens and suffer when the dollar strengthens.
Approximately 40% of our 2025 consolidated net sales are derived from the United States and approximately 60% are derived from international locations, with Europe being our largest international region. The international sales are largely denominated in local currencies such as the Euro, Swiss Franc, Japanese Yen, Chinese Yuan and British Sterling.
Cash Flows from Financing Activities Our financing activities have consisted primarily of cash used for stock related activity, including the issuance of common stock and repurchases of treasury stock. Net cash used in financing activities was $218.8 million and $425.6 million for the years ended December 31, 2024 and 2023, respectively.
Cash Flows from Financing Activities Net cash used in financing activities was $283.2 million and $218.8 million for the years ended December 31, 2025 and 2024, respectively. The increase in net cash used in financing activities was primarily attributable to payments for share repurchases, partially offset by payment of contingent consideration in 2024.
During the year ended December 31, 2024, we repurchased 690,857 shares of Class A common stock for $201.6 million under our share repurchase programs, compared to the repurchase of 1,267,757 shares of our common stock for $428.7 million during the year ended December 31, 2023.
During the year ended December 31, 2025, we repurchased 1,205,381 shares of Class A common stock for $295.5 million and during the year ended December 31, 2024, we repurchased 690,857 shares of Class A common stock for $203.6 million. We designated these repurchased shares as treasury stock.
Net cash used in investing activities was $160.2 million compared to net cash provided by investing activities of $20.2 million for the years ended December 31, 2024 and 2023, respectively, primarily due to the timing of our purchases, maturities and sales of marketable securities and investments.
Cash Flows from Investing Activities Net cash used in investing activities was $189.7 million and $160.2 million for the years ended December 31, 2025 and 2024, respectively.
The decrease was driven by ongoing weakness in the biotech and biopharma end-markets. Currency neutral sales decreased across all regions. The Clinical Diagnostics segment sales for the year ended December 31, 2024 were $1.54 billion, an increase of 3.3% compared to the year ended December 31, 2023.
Currency neutral sales decreased in the Americas, partially offset by increased sales in EMEA and Asia Pacific. The Clinical Diagnostics segment sales for the year ended December 31, 2025 were $1.56 billion, an increase of 1.6% compared to the year ended December 31, 2024. On a currency neutral basis, sales increased 0.8% compared to the year ended December 31, 2024.
Our product mix is diversified, and certain products compete largely on product efficacy, while others compete on price. Gross margins are generally sufficient to exceed normal operating costs, and funding for research and development of new products, as well as routine outflows for capital expenditures, interest and taxes.
Gross margins are generally sufficient to exceed normal operating costs, and funding for research and development of new products, as well as routine outflows for capital expenditures, interest and taxes. As of December 31, 2025, we had available $1.5 billion in cash, cash equivalents and short-term investments, of which approximately 18% was held in our foreign subsidiaries.
The current global economic outlook is still uncertain as the need to control social spending by many governments limits opportunities for growth. Approximately 41% of our 2024 consolidated net sales are derived from the United States and approximately 59% are derived from international locations, with Europe being our largest international region.
As our customers require standardization for their experiments and test results, much of our revenues are recurring in nature. 27 We rely on the support of many governments for both research and healthcare. The current global economic outlook is still uncertain as the need to control social spending by many governments limits opportunities for growth.
The increase in R&D expense in the year ended December 31, 2024 compared to the year ended December 31, 2023 was primarily due to a one-time acquired in-process research and development expense of $29.5 million in 2024 and an increase in the fair value of contingent consideration of $12.5 million impacting R&D expense in 2024 compared to a decrease in the fair value of contingent consideration of $14.0 million impacting R&D expense in 2023.
The decrease in R&D was primarily due to $29.5 million of in-process research and development ("IPR&D") expense recognized in 2024 for an acquisition that did not recur in 2025, partially offset by higher restructuring costs in 2025.
We are impacted by ongoing global economic and geopolitical conditions and our business continued to be negatively impacted by the ongoing challenges impacting the biopharma market and small biotech companies. We expect that these conditions will continue to impact our business in 2025.
Reduced government spending, along with ongoing challenges in the biopharma market and among small biotech companies, continues to negatively impact our business. Additionally, the market in China, which represents a mid-single digit percentage of our 2025 consolidated net sales, remains uncertain as a result of these factors. We expect these conditions to continue in 2026.
Removed
We make certain estimates and judgments about the application of tax laws, the expected resolution of uncertain tax positions and other matters surrounding the recognition and measurement of uncertain tax benefits.
Added
As a result, our consolidated net sales expressed in dollars benefit when the U.S. dollar weakens and suffer when the dollar strengthens. When the dollar strengthens, we benefit from lower cost of sales from our own international manufacturing sites, and from lower international operating expenses.
Removed
All subsequent changes in fair value of the Loan and value appreciation right, including accrued interest are recognized in Losses from change in fair market value of equity securities and loan receivable in our consolidated statements of income (loss).
Added
The currency neutral sales increase was primarily driven by quality control and blood typing products, partially offset by lower reimbursement rates for diabetes testing in China. Currency neutral sales increased in the Americas and EMEA, partially offset by decreased sales in Asia Pacific.
Removed
On a currency neutral basis, sales increased 3.7% compared to the year ended December 31, 2023. The currency neutral sales increase was primarily driven by an increased demand for our quality control and blood typing products. Currency neutral sales increased across all regions.
Added
The decrease in gross margin was primarily driven by one-time inventory write-offs after extensive evaluations of our product portfolios as a result of recent acquisitions, higher material costs and reduced fixed manufacturing absorption. Gross margin for the Clinical Diagnostics segment for the year ended December 31, 2025 decreased by approximately 1.4 percentage points from the year ended December 31, 2024.
Removed
The change in the fair market value primarily resulted from the recognition of higher holding losses of $2.68 billion compared to $1.26 billion in the year ended December 31, 2023 on our position in Sartorius AG.
Added
Impairment of purchased intangibles and related items, net In December 2025, we impaired the IPR&D asset associated with our 2021 acquisition of Dropworks, Inc. (“Dropworks”) amounting to $81.7 million, as completion of the technology had been delayed and the Company has revised its revenue forecast associated with Dropworks.
Removed
In addition, holding gains from the change in fair market value of our loan receivable of $12.5 million in the year ended December 31, 2024, compared to holding losses of $6.8 million in the year ended December 31, 2023 contributed to the change.
Added
The impairment of the IPR&D asset was included in the Life Science segment’s results of operations. In December 2025, we discontinued development of the IPR&D asset associated with our 2022 acquisition of Curiosity Diagnostics, Sp. Z. o. o. ("Curiosity") and recorded an impairment charge of $127.7 million.
Removed
As of December 31, 2024, based on the expected outcome of certain examinations or as a result of the expiration of statutes of limitation for certain jurisdictions, we believe that within the next twelve months it is reasonably possible that our previously unrecognized tax benefits could decrease by approximately $18.1 million.
Added
We concluded that the discontinuation represented a substantial liquidation of the business of the foreign subsidiary for accounting purposes, which resulted in the recognition of $36.6 million of previously unrealized foreign currency translation gains associated with that entity. The net impairment of $91.1 million, was included in the Clinical Diagnostics segment's results of operations.
Removed
On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022, which included an Alternative Minimum Tax based on the Adjusted Financial Statement Income of Applicable Corporations. We do not believe the Inflation Reduction Act will have a material impact on our income tax provision and cash taxes, but we continue to monitor U.S.
Added
In March 2022, we received $1.2 billion in cash proceeds from the issuance of Senior Notes. The $400 million and $800 million Senior Notes mature in March 2027 and March 2032, respectively, and interest on the Senior Notes is 3.3% and 3.7% per annum, respectively.
Removed
As of December 31, 2024, our short-term investments include the net cash proceeds from the sale of Senior Notes of $1.186 billion. Interest is payable semiannually in arrears on March 15 and September 15 of each year.
Added
Cash Flows from Operating Activities Net cash provided by operating activities was $532.2 million and $455.2 million for the years ended December 31, 2025 and 2024, respectively. T he increase in operating cash flows was primarily due to improved working capital.
Removed
At December 31, 2024, we had available $1.7 billion in cash, cash equivalents and short-term investments, of which approximately 14% was held in our foreign subsidiaries.
Added
The increase was due to net cash outflows for the acquisition of Stilla Technologies, partially offset by lower net outflows related to marketable securities and investments, reflecting the timing of our purchases, maturities, and sales.
Removed
The increase in operating cash flows was primarily due to lower cash paid to suppliers and employees, lower income tax paid, and higher proceeds from foreign exchange contracts, partially offset by lower cash received from customers and lower dividend proceeds from Sartorius AG. 30 Cash Flows from Investing Activities Our investing activities have consisted primarily of cash used for purchases of marketable securities and investments, and acquisitions.
Added
(4) These amounts primarily represent recognized long-term obligations for other post-employment benefits, fair value of the contingent consideration and long-term deferred revenue. Excluded from this table are tax liabilities for uncertain tax positions and contingencies in the amount of $83.9 million.
Removed
The change was primarily attributable to lower payments for share repurchases, partially offset by a one-time payment of contingent consideration.
Removed
Treasury Shares During the year ended December 31, 2024, 183,567 shares of Class A treasury stock with an aggregate total cost of $64.0 million were reissued to fulfill grants to employees under our restricted stock program and our Employee Stock Purchase Program.
Removed
Upon reissuing the Class A treasury stock, Additional paid-in capital was reduced by $48.2 million from share reissuance activity during the year.
Removed
During the year ended December 31, 2023, 160,811 shares of Class A treasury stock with an aggregate total cost of $64.1 million were reissued to fulfill grants to employees under our restricted stock program and our Employee Stock Purchase Program.
Removed
Upon reissuing the Class A treasury stock, Additional paid-in capital was reduced by $49.7 million from share reissuance activity during the year. The re-issuance of the treasury stock for the years ended December 31, 2024 and 2023 did not require cash payments or receipts and therefore did not affect liquidity.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

10 edited+4 added−2 removed3 unchanged
Biggest changeWe enter into foreign currency forward contracts to hedge the gains and losses arising from remeasurement of non-US dollar denominated monetary assets and liabilities, primarily cash, 32 accounts receivables and accounts payables. The majority of forward contracts expire within 90 days or less.
Biggest changeWhere possible, we seek to manage our foreign exchange risk in part through operational means, including matching same-currency revenues to same-currency costs, and same-currency assets to same-currency liabilities. We enter into foreign currency forward contracts to hedge the gains and losses arising from remeasurement of non-U.S. dollar denominated monetary assets and liabilities, primarily cash, accounts receivables and accounts payables.
Financial exposures are managed through operational means and by using various financial instruments, including cash and investments, borrowings, and forward and spot foreign exchange contracts. No derivative financial instruments are entered into for the purpose of trading or speculation. Company policy requires that all derivative positions are undertaken to manage the risks arising from underlying business activities.
Financial exposures are managed through operational means and by using various financial instruments, including cash and investments, borrowings, and forward and spot foreign exchange contracts. No derivative financial instruments are entered into for the purpose of trading or speculation. Company policy requires that all derivative positions are undertaken to manage the risks arising from underlying business activities. Foreign Exchange Risk.
Treasury, U.S. government agency securities, corporate notes and bonds, and asset backed securities. A sharp rise in interest rates could have a material adverse impact on the fair value of our fixed-income investment portfolio. Conversely, declines in interest rates could have a material adverse impact on interest income for our investment portfolio.
Treasury, U.S. government sponsored agency securities, corporate notes and bonds, and asset backed securities. A sharp rise in interest rates could have a material adverse impact on the fair value of our fixed-income investment portfolio. Conversely, declines in interest rates could have a material adverse impact on interest income for our investment portfolio.
As of December 31, 2024, we had $1.20 billion in principal amount of fixed-rate long-term debt outstanding. Interest rate changes affect the fair value of our notes but do not impact our financial position, cash flows or results of operations due to the fixed nature of the debt obligations. Share price movement risk associated with our investment in Sartorius.
As of December 31, 2025, we had $1.20 billion in principal amount of fixed-rate long-term debt outstanding. Interest rate changes affect the fair value of our notes but do not impact our financial position, cash flows or results of operations due to the fixed nature of the debt obligations. Share price movement risk associated with our investment in Sartorius.
The gains or losses on foreign currency forward contracts resulting from changes in currency exchange rates are expected to approximately offset remeasurement losses or gains on the exposures being hedged. Interest Rate Risk. Bio-Rad centrally manages the short-term cash surpluses and maintains a diversified portfolio of high-quality fixed income securities, such as U.S.
For balance sheet hedges, the gains or losses on foreign currency forward contracts resulting from changes in currency exchange rates are expected to approximately offset remeasurement losses or gains on the exposures being hedged. Interest Rate Risk. Bio-Rad centrally manages the short-term cash surpluses and maintains a diversified portfolio of high-quality fixed income securities, such as U.S.
We record the change in value of our foreign currency denominated cash, receivables and payables as a Foreign exchange (gain) loss on our consolidated statements of income (loss) along with the change in fair market value of the forward exchange contract used as an economic hedge of those assets or liabilities.
We record the change in fair value of our foreign currency denominated cash, receivables and payables as a foreign exchange (gain) loss on our consolidated statements of income (loss) along with the change in fair market value of the balance sheet hedge contracts used as an economic hedge of those assets or liabilities.
A hypothetical 10% depreciation / appreciation of foreign currencies relative to the U.S. dollar would result in an unrealized gain / loss of $32.1 million on our derivative position as of December 31, 2024.
A hypothetical 10% depreciation /appreciation of foreign currencies relative to the U.S. dollar would result in an unrealized gain / loss of $59.9 million on our derivative position as of December 31, 2025.
A hypothetical increase or decrease in interest rates by 50 and 100 basis points would have resulted in a decrease or increase in the fair value of our net investment position of approximately $10.9 million and $21.7 million, respectively, as of December 31, 2024.
A hypothetical increase or decrease in interest rates by 50 and 100 basis points would have resulted in a decrease or increase in the fair value of our net investment position of approximately $9.9 million and $20.0 million, respectively, as of December 31, 2025.
A 10% depreciation / appreciation on the quoted stock prices for ordinary and preference shares of Sartorius at December 31, 2024, would result in an approximate loss / gain of $0.45 billion reported in the financial statement line Losses from change in fair market value of equity securities and loan receivable in our consolidated statements of income (loss) for the year ended December 31, 2024. 33
A 10% depreciation/appreciation on the quoted stock prices for ordinary and preference shares of Sartorius at December 31, 2025, would result in an approximate loss/gain of $566.9 million reported in the financial statement line (Gains) losses from change in fair market value of equity securities and loan receivable in our consolidated statements of income (loss) for the year ended December 31, 2025. 35
We face transactional currency exposures that arise when we enter into transactions denominated in currencies other than U.S. dollars. Additionally, our consolidated net equity is impacted by the conversion of the net assets of our international subsidiaries for which the functional currency is not the U.S. dollar. Foreign currency exposures are managed and hedged on a centralized basis.
Additionally, our consolidated stockholders' equity is impacted by the conversion of the net assets of our international subsidiaries for which the functional currency is not the U.S. dollar. 34 Foreign currency exposures are managed and hedged on a centralized basis. This allows for natural offsets and netting of foreign exchange exposures across entities.
Removed
We do not have derivative contracts that are designated for hedge accounting treatment. As a result, all derivative instruments are carried at fair value on the balance sheet and changes in fair value are included in reported earnings. Foreign Exchange Risk. We operate and conduct business in many countries and are exposed to movements in foreign currency exchange rates.
Added
We operate and conduct business in many countries and are exposed to movements in foreign currency exchange rates. We face transactional currency exposures that arise when we enter into transactions denominated in currencies other than U.S. dollars.
Removed
This allows for natural offsets and netting of foreign exchange exposures across entities. Where possible, we seek to manage our foreign exchange risk in part through operational means, including matching same-currency revenues to same-currency costs, and same-currency assets to same-currency liabilities.
Added
These balance sheet hedge contracts, which generally expire within 90 days, are carried at fair value on the balance sheet.
Added
We started to hedge certain anticipated foreign currency cash flows in late 2025. To protect against adverse movements in value of anticipated non-U.S. dollar transactions or cash flows, we enter into foreign currency forward contracts that generally expire within 12 months and no later than 18 months.
Added
These foreign currency hedge contracts are designated as cash flow hedges and are carried on our balance sheet at fair value, with the effective portion of hedge gains or losses included in accumulated other comprehensive income (loss) and subsequently recognized in earnings in the same period the hedged revenue and/or expense is recognized.

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