Bio-Techne (TECH) 10-K risk factor changes: FY2022 vs FY2021

_Set forth below are risks and uncertainties we believe are material to our investors.

You should refer to the explanation of the qualifications and limitations on forward-looking statements in the section titled_ Information Relating to Forward-Looking Statements _at the beginning of this Annual Report on Form 10-K._

Economic and Industry Risks

Conditions in the global economy, the particular markets we serve and the financial markets, whether brought about by material global crises or other factors, may adversely affect our business and financial results.

Our business is sensitive to global economic conditions.

Slower economic growth in the domestic or international markets, inflation, recession, volatility in the credit and currency markets, high levels of unemployment or underemployment, labor availability constraints, changes or anticipation of potential changes in government trade, fiscal, tax or monetary policies, government budget dynamics (particularly in the healthcare and scientific research areas), and other challenges in the global economy have in the past adversely affected, and may in the future adversely affect, the Company and its distributors, customers, and suppliers.

In the past three years, COVID-19 has had, and likely will continue to have, an adverse impact on the global economy, including as a result of impacts associated with protective health measures that we, other businesses and governments are taking or might have to take again in the future to manage the pandemic For example, as the world has grappled with the COVID-19 pandemic, some governments, including the People’s Republic of China, have continued to impose strict “stay-at-home” orders to manage the pandemic, which have significantly impacted the economy in that country and our business there.

Should these restrictions continue in China or if they are imposed again elsewhere, our business could be materially impacted.

Without limiting the foregoing, we have experienced and/or may in the future experience:

●adverse impacts on customer orders and purchases and unpredictable reductions in demand for many of our products;

●constraints on the movement of our products through the supply chain, which can disrupt our ability to produce or deliver our products.

●adverse impacts on our collections of accounts receivable, including delays in collections and increases in uncollectible receivables, as well as the risk of excess or obsolete inventory;

●price increases in our raw materials and capital equipment, as well as increasing price competition in our markets;

●adverse impacts on our workforce and/or key employees;

●increasing the risk that counterparties to our contractual arrangements will become insolvent or otherwise unable to fulfill their contractual obligations which, in addition to increasing the risks identified above, could result in preference actions against us; and

●adverse impact to the sizes and growth rates of the markets we serve.

If growth in the global economy or in any of the markets we serve slows for a significant period, if there is significant deterioration in the global economy or such markets or if improvements in the global economy do not benefit the markets we serve, our business and financial results can be adversely affected.

International political, compliance and business factors, including the military conflict in Ukraine and the United Kingdom’s withdrawal from the European Union, can negatively impact our operations and financial results.

We engage in business globally, with approximately 42% of our sales revenue in fiscal 2022 coming from outside the U.S. Changes, potential changes or uncertainties in social, political, regulatory and economic conditions or laws and policies

governing foreign trade, manufacturing, and development and investment in the territories and countries where we or our customers operate, or governing the health care system, can adversely affect our business and financial results.

For example, Congress and the U.S. administration are also considering significant changes to healthcare in the United States, including government negotiation/regulation of drug prices paid by government programs.

Such impacts could negatively impact certain markets we serve, resulting in adverse impact on our sales revenue.

Political and military conflicts may disrupt our business or negatively impact global economic or business conditions.

For example, Russia’s military invasion of Ukraine, and the response by the US and European countries to that invasion, have caused severe political, humanitarian and economic crises, not only in Europe but globally.

Restrictions on trade, particularly involving certain foods and energy supplies, have increased prices, led to widespread inflation and otherwise aggravated the economic challenges resulting from the COVID-19 pandemic.

While we have not historically had significant business in either Russia or Ukraine, the broader impact of the conflict could negatively impact our operations and financial results.

Additionally, the UK’s exit from the European Union at the end of calendar year 2020 continues to create political and economic uncertainty, particularly in the UK and the EU, having disrupted the free flow of goods and people between the UK and the EU.

In addition, our business could be negatively affected by new trade agreements between the UK and other countries, including the United States, and by the possible imposition of trade or other regulatory barriers in the UK.

Any of these factors have affected and could continue to adversely affect customer demand, our relationships with customers and suppliers, and our business and financial results, particularly since our European headquarters and primary shipping facilities have traditionally been centered in the UK.

One of our strategies is to expand geographically, particularly in China, India and in developing countries, both through distribution and through direct operations.

This subjects us to a number of risks, including international economic, political, and labor conditions; currency fluctuations; tax laws (including U.S. taxes on foreign subsidiaries); increased financial accounting and reporting burdens and complexities; unexpected changes in, or impositions of, legislative or regulatory requirements; failure of laws to protect intellectual property rights adequately; inadequate local infrastructure and difficulties in managing and staffing international operations; delays resulting from difficulty in obtaining export licenses for certain technology; tariffs, quotas and other trade barriers and restrictions; transportation delays; operating in locations with a higher incidence of corruption and fraudulent business practices; and other factors beyond our control, including terrorism, war, natural disasters, climate change and diseases.

The application of laws and regulations impacting global transactions is often unclear and may at times conflict.

Compliance with these laws and regulations may involve significant costs or require changes in our business practices that result in reduced revenue and profitability.

Non-compliance could also result in fines, damages, criminal sanctions, prohibited business conduct, and damage to our reputation.

We incur additional legal compliance costs associated with our global operations and could become subject to legal penalties in foreign countries if we do not comply with local laws and regulations, which may be substantially different from those in the U.S.

We continue to expand our operations in countries with developing economies, where it may be common to engage in business practices that are prohibited by U.S. regulations applicable to the Company, such as the Foreign Corrupt Practices Act.

Although we implement policies and procedures designed to ensure compliance with these laws, there can be no assurance that all of our employees, contractors, and agents, as well as those companies to which we outsource certain aspects of our business operations, including those based in foreign countries where practices which violate such U.S. laws may be customary, will comply with our internal policies.

Any such non-compliance, even if prohibited by our internal policies, could have an adverse effect on our business and result in significant fines or penalties.

The healthcare and life sciences industries that we serve face constant pressures and changes in an effort to reduce healthcare costs or increase their predictability, all of which may adversely affect our business and financial results.

Our Protein Sciences segment products are sold primarily to research scientists at pharmaceutical and biotechnology companies and at university and government research institutions.

CONDITION AND RESULTS OF OPERATIONS

The following management discussion and analysis (“MD&A”) provides information that we believe is useful in understanding our operating results, cash flows and financial condition.

We provide quantitative information about the material sales drivers including the effect of acquisitions and changes in foreign currency at the corporate and segment level.

We also provide quantitative information about discrete tax items and other significant factors we believe are useful for understanding our results.

The MD&A should be read in conjunction with the consolidated financial information and related notes included in this Form 10-K.

This discussion contains various “Non-GAAP Financial Measures” and also contains various “Forward-Looking Statements” within the meaning of the Private Securities Litigation Reform Act of 1995.

We refer readers to the statements entitled “Non-GAAP Financial Measures” located at the end of this MD&A and “Forward-Looking Information and Cautionary Statements” and “Risk Factors” within Items 1 and 1A of this Form 10-K.

OVERVIEW

Bio-Techne develops, manufactures and sells life science reagents, instruments and services for the research and clinical diagnostic markets worldwide.

With our deep product portfolio and application expertise, we sell integral components of scientific investigations into biological processes and molecular diagnostics, revealing the nature, diagnosis, etiology and progression of specific diseases.

Our products aid in drug discovery efforts and provide the means for accurate clinical tests and diagnoses.

We manage the business in two operating segments – our Protein Sciences segment and our Diagnostics and Genomics segment.

Our Protein Sciences segment is a leading developer and manufacturer of high-quality biological reagents used in all aspects of life science research, diagnostics and cell and gene therapy.

This segment also includes proteomic analytical tools, both manual and automated, that offer researchers and pharmaceutical manufacturers efficient and streamlined options for automated western blot and multiplexed ELISA workflow.

Our Diagnostics and Genomics segment develops and manufactures diagnostic products, including controls, calibrators, and diagnostic assays for the regulated diagnostics market, exosome-based molecular diagnostic assays, advanced tissue-based in-situ hybridization assays for spatial genomic and tissue biopsy analysis, and genetic and oncology kits for research and clinical applications.

RECENT ACQUISITIONS

A key component of the Company's strategy is to augment internal growth at existing businesses with complementary acquisitions.

The Company did not make any acquisitions in fiscal year 2022.

As disclosed in Note 1, the Company made a $25 million investment in a forward contract, which allows the Company to acquire Wilson Wolf based on certain revenue or EBITDA thresholds being met.

As further disclosed in Note 13, the Company closed on the acquisition of Namocell, Inc on July 1, 2022.

OVERALL RESULTS

Operational Update

For fiscal 2022, consolidated net sales increased 19% as compared to fiscal 2021.

Organic growth was 17%, with acquisitions having a favorable impact of 3% and foreign currency translation having an unfavorable impact of 1%.

Organic revenue growth was broad based and driven by overall execution of the Company's long-term growth strategy.

Consolidated earnings, including non-controlling interest, increased 88% compared to fiscal 2021.

The increase in earnings was driven by non-operating mark-to-market gain of $16 million on our ChemoCentryx investment in fiscal year 2022, compared to a loss on the investment of $67.9 million in the prior fiscal year.

Additionally, fiscal year 2022 had adjustments of $20.4 million of benefit related to contingent considerations as compared to a charge of $5.3 million in the prior fiscal year.

After adjusting for acquisition related costs, intangibles amortization, stock-based compensation,

restructuring costs, the gain on investment, and impact from partially-owned consolidated subsidiaries, adjusted net earnings increased 18% in fiscal 2022 as compared to fiscal 2021.

Adjusted earnings growth was primarily driven by sales growth.

For fiscal 2021, consolidated net sales increased 26% as compared to fiscal 2020.

Organic growth was 22%, with currency translation and acquisitions having a 3% and 1% impact on revenue respectively.

Organic revenue growth was broad based and driven by accelerated momentum of the Company's long-term growth strategy as well as customer site closures in the latter half of fiscal 2020 due to the COVID-19 pandemic.

For fiscal 2021, consolidated earnings, including non-controlling interest, decreased 39% compared to fiscal 2020.

The decrease in earnings was primarily due to a non-operating loss of approximately $67.9 million on our ChemoCentryx investment, compared to a gain on investment of $137 million in the last fiscal year.

After adjusting for acquisition related costs, intangibles amortization, stock-based compensation, restructuring costs, the loss on investment, certain income tax items in both years, and non-controlling interest, adjusted net earnings increased 52% in fiscal 2021 as compared to fiscal 2020.

Adjusted earnings growth was driven by the reopening of customer sites closing during the latter half of fiscal 2020, volume leverage, operational productivity, and product mix.

Business Strategy Update

_Environmental_

ABOUT MARKET RISK

The Company operates internationally, and thus is subject to potentially adverse movements in foreign currency exchange rates.

Approximately 34% of the Company’s consolidated net sales in fiscal 2022 were made in foreign currencies, including 12% in euro, 4% in British pound sterling, 7% in Chinese yuan and the remaining 11% in other currencies.

The Company is exposed to market risk primarily from foreign exchange rate fluctuations of the euro, British pound sterling, Chinese yuan and Canadian dollar as compared to the U.S. dollar as the financial position and operating results of the Company’s foreign operations are translated into U.S. dollars for consolidation.

Month-end exchange rates between the euro, British pound sterling, Chinese yuan, Canadian dollar and the U.S. dollar, which have not been weighted for actual sales volume in the applicable months in the periods, were as follows:

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | Year Ended June 30, | | | | | | | |

| ​ | 2022 | | ​ | 2021 | | ​ | 2020 | |

| Euro | ​ | | | ​ | | | ​ | |

| High | $ | 1.19 | ​ | $ | 1.23 | ​ | $ | 1.12 |

| Low | | 1.05 | ​ | | 1.16 | ​ | | 1.09 |

| Average | | 1.12 | ​ | | 1.20 | ​ | | 1.11 |

| British pound sterling | | ​ | ​ | | | ​ | | |

| High | $ | 1.39 | ​ | $ | 1.42 | ​ | $ | 1.32 |

| Low | | 1.21 | ​ | | 1.29 | ​ | | 1.22 |

| Average | | 1.32 | ​ | | 1.35 | ​ | | 1.26 |

| Chinese yuan | | ​ | ​ | | | ​ | | |

| High | $ | 0.16 | ​ | $ | 0.16 | ​ | $ | 0.15 |

| Low | | 0.15 | ​ | | 0.14 | ​ | | 0.14 |

| Average | | 0.15 | ​ | | 0.15 | ​ | | 0.14 |

| Canadian dollar | | ​ | ​ | | | ​ | | |

| High | $ | 0.81 | ​ | $ | 0.83 | ​ | $ | 0.77 |

| Low | | 0.78 | ​ | | 0.75 | ​ | | 0.71 |

| Average | | 0.79 | ​ | | 0.78 | ​ | | 0.74 |

The Company’s exposure to foreign exchange rate fluctuations also arises from trade receivables and intercompany payables denominated in one currency in the financial statements, but receivable or payable in another currency.

The Company does not enter into foreign currency forward contracts to reduce its exposure to foreign currency rate changes on forecasted intercompany sales transactions or on intercompany foreign currency denominated balance sheet positions.

Foreign currency transaction gains and losses are included in "Other non-operating expense, net" in the Consolidated Statement of Earnings and Comprehensive Income.

The effect of translating net assets of foreign subsidiaries into U.S. dollars are recorded on the Consolidated Balance Sheet as part of "Accumulated other comprehensive income (loss)."

The effects of a hypothetical simultaneous 10% appreciation in the U.S. dollar from June 30, 2022 levels against the euro, British pound sterling, Chinese yuan and Canadian dollar are as follows (in thousands):

| ​ | ​ | ​ | ​ |

| --- | --- | --- | --- |

| Decrease in translation of earnings of foreign subsidiaries (annualized) | | $ | 4,618 |

| Decrease in translation of net assets of foreign subsidiaries | ​ | | 74,218 |

| Additional transaction losses | ​ | | 3,177 |

OVERVIEW

Bio-Techne and its subsidiaries, collectively doing business as Bio-Techne Corporation (Bio-Techne, we, our, us or the Company), develop, manufacture and sell life science reagents, instruments and services for the research, diagnostics and bioprocessing markets worldwide.

With our broad product portfolio and application expertise, we sell integral components of scientific investigations into biological processes and molecular diagnostics, revealing the nature, diagnosis, etiology and progression of specific diseases.

Our products aid in drug discovery efforts and provide the means for accurate clinical tests and diagnoses.

We manage the business in two operating segments – our Protein Sciences segment and our Diagnostics and Genomics segment.

Our Protein Sciences segment is a leading developer and manufacturer of high-quality biological reagents used in all aspects of life science research, diagnostics and cell and gene therapy.

This segment also includes proteomic analytical tools, both manual and automated, that offer researchers and pharmaceutical manufacturers efficient and streamlined options for protein size and purity analysis, automated western blot and multiplexed ELISA workflow.

Our Diagnostics and Genomics segment develops and manufactures diagnostic products, including controls, calibrators, and diagnostic assays for the regulated diagnostics market, exosome-based molecular diagnostic assays, advanced tissue-based in-situ hybridization assays for spatial genomic and tissue biopsy analysis, and genetic and oncology kits for research and clinical applications.

We are a Minnesota corporation with our global headquarters in Minneapolis, Minnesota.

We were founded in 1976 as Research and Diagnostic Systems, Inc. We became a publicly traded company in 1985 through a merger with Techne Corporation, now Bio-Techne Corporation.

Our common stock is listed on the NASDAQ under the symbol “TECH.” We operate globally, with offices in many locations throughout North America, Europe and Asia.

Today, our product lines include hundreds of thousands of diverse products, most of which we manufacture ourselves in multiple locations in North America, as well as a location each in the U.K. and China.

Our historical focus was on providing high quality proteins, antibodies and immunoassays to the life science research market and hematology controls to the diagnostics market.

Over the last ten years, we have been implementing a disciplined strategy to accelerate growth and expand our addressable markets in part by acquiring businesses and product portfolios that leveraged and diversified our existing product lines, filled portfolio gaps with differentiated high growth businesses, and expanded our geographic scope.

From fiscal years 2013 through 2022 we have acquired sixteen companies that have expanded the product offerings and geographic footprint of both operating segments.

Recognizing the importance of an integrated, global approach to meeting our mission and accomplishing our strategies, we have maintained many of the brands of the companies we have acquired, but unified under a single global brand -- Bio-Techne.

We are committed to providing the life sciences community with innovative, high-quality scientific tools that allow our customers to make extraordinary discoveries and diagnose diseases.

We intend to build on Bio-Techne’s past accomplishments, high product quality reputation and sound financial position by executing strategies that position us to serve as the standard for biological content in the research market, and to leverage that leadership position to enter the diagnostics and other adjacent markets.

Our strategies, which have been consistent for at least the last several years, include:

_Continued innovation in core products._ Through collaborations with key opinion leaders, participation in scientific discussions and societies, and leveraging our internal talent we expect to be able to convert our continued significant investment in our research and development activities to be first-to-market with quality products that are at the leading edge of life science researchers’ needs.

_Market and geographic expansion._ We will continue to expand our sales staff and distribution channels globally in order to increase our global presence and make it easier for customers to transact with us.

We will also leverage our existing portfolio to expand our product offerings into novel research fields and further into diagnostics and therapeutics markets.

_Culture development and talent recruitment and retention._ As we continue to grow both organically and through acquisition, we are intentionally fostering an “EPIC” culture based on the ideals of Empowerment, Passion, Innovation and Collaboration.

We strive to recruit, train and retain the most talented staff, who share these EPIC ideals to effectively implement our global strategies.

_Targeted acquisitions and investments._ We will continue to leverage our strong balance sheet to gain access to new and differentiated technologies and products that improve our competitiveness in the current market, meet customers’ expanding workflow needs and allow us to enter adjacent markets.

PROTEIN SCIENCES SEGMENT

Protein Sciences Segment Products and Markets

The Protein Sciences segment is the larger of our two segments, representing about 75% of our net sales in fiscal 2022.

It is comprised of two divisions with complementary product offerings serving many of the same customers – the Reagent Solutions division and the Analytical Solutions division.

The Reagent Solutions division consists of specialized proteins, such as cytokines and growth factors, antibodies, small molecules, tissue culture sera and cell selection technologies traditionally used by researchers to further their life science experimental activities and by companies developing next generation diagnostics and therapeutics, including companies developing cell- and gene-based therapeutics.

We believe we are the world leader in providing high quality proteins, both for research use and under current Good Manufacturing Practices, or cGMP.

Key product brands include R&D Systems, Tocris Biosciences and Novus Biologicals.

Our combined chemical and biological reagents portfolio provides high quality tools that customers can use in solving complex biological pathways and glean knowledge that may lead to a more complete understanding of biological processes, and, ultimately, to the development of novel therapeutic strategies to address different pathologies.

In recent years, we have made several acquisitions and investments that have expanded our product offerings for the cell and gene therapy market.

These include a significant investment in state-of-the art facilities for production of both proteins and small molecules in large quantities manufactured in accordance with cGMP, as well as an agreement entered into in fiscal 2022 to invest in and potentially acquire Wilson Wolf Manufacturing Company, which is a leading provider of cell culture devices for cell therapy.

Through a collaborative marketing venture with Wilson Wolf and another company, we have leveraged products we have or are developing to provide a more complete offering for the cell and gene therapy market.

The Analytical Solutions division includes manual and automated protein analysis instruments and immunoassays that are used in quantifying proteins in a variety of biological fluids.

Products in this division include traditional manual plate-based immunoassays, fully automated multiplex immunoassays on various instrument platforms, automated western blotting and isoelectric focusing analysis of complex protein samples.

Key product brands include R&D Systems and ProteinSimple.

A number of our products have been demonstrated to have the potential to serve as predictive biomarkers and therapeutic targets for a variety of human diseases and conditions including cancer, autoimmunity, diabetes, hypertension, obesity, inflammation, neurological disorders, and kidney failure.

As of August 19, 2022, the Company is not a party to any legal proceedings that, individually or in the aggregate, are reasonably expected to have a material adverse effect on the Company’s business, results of operations, financial condition or cash flows.

[removed: FORM 10-K][added: FORM 10-K]

[added: |] For the fiscal year [removed: ended June 30, 2021,] [added: ended June 30, 2022,] or [added: | |]

Commission file [removed: number 0-17272][added: number 0-17272]

| 614 McKinley Place N.E. [removed: Minneapolis, MN 55413] [added: Minneapolis, MN 55413] | | [removed: (612) 379-8854] [added: (612) 379-8854] |

As of December 31, [removed: 2020] [added: 2021,] the aggregate market value of the Common Stock held by non-affiliates of the Registrant was [removed: $12.4] [added: $20.3] billion based upon the closing sale price as reported on The Nasdaq Stock Market [removed: ($317.55 per] [added: ($517.34per] share).

As of August [removed: 20, 2021, 39,079,539] [added: 19, 2022, 39,212,033] shares of the Company’s Common Stock ($0.01 par value) were outstanding.

Portions of the Company’s Proxy Statement for its [removed: 2021] [added: 2022] Annual Meeting of Shareholders are incorporated by reference into Part III.

[removed: [](# "toc")TABLE] [added: TABLE] OF [removed: CONTENTS][added: CONTENTS]

[removed: | [PART I](#part1) | | |][added: PART I]

| [removed: Item 1.] [added: [Item 1.](#ITEM1BUSINESS_456855)] | [removed: [Business](#business)] [added: [Business](#ITEM1BUSINESS_456855)] | [removed: 1] [added: 6] |

| [removed: Item 1A.] [added: [Item 1A.](#ITEM1ARISKFACTORS_130055)] | [Risk [removed: Factors](#riskfactors)] [added: Factors](#ITEM1ARISKFACTORS_130055)] | [removed: 9] [added: 16] |

| [removed: Item 1B.] [added: [Item 1B.](#ITEM1BUNRESOLVEDSTAFFCOMMENTS_541500)] | [Unresolved Staff [removed: Comments](#unresolved)] [added: Comments](#ITEM1BUNRESOLVEDSTAFFCOMMENTS_541500)] | [removed: 17] [added: 29] |

| [removed: Item 2.] [added: [Item 2.](#ITEM2PROPERTIES_297355)] | [removed: [Properties](#properties)] [added: [Properties](#ITEM2PROPERTIES_297355)] | [removed: 17] [added: 29] |

| [removed: Item 3.] [added: [Item 3.](#ITEM3LEGALPROCEEDINGS_464345)] | [Legal [removed: Proceedings](#legal)] [added: Proceedings](#ITEM3LEGALPROCEEDINGS_464345)] | [removed: 17] [added: 30] |

| [removed: Item 4.] [added: [Item 4.](#ITEM4MINESAFETYDISCLOSURES_813807)] | [Mine Safety [removed: Disclosures](#minesafety)] [added: Disclosures](#ITEM4MINESAFETYDISCLOSURES_813807)] | [removed: 17] [added: 30] |

| [removed: Item 5.] [added: [Item 5.](#ITEM5MARKETFORTHEREGISTRANTSCOMMONEQUITY)] | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#marketforthe)] [added: Securities](#ITEM5MARKETFORTHEREGISTRANTSCOMMONEQUITY)] | [removed: 18] [added: 30] |

| [removed: Item 6.] [added: [Item 6.](#ITEM6SELECTEDFINANCIALDATA_415881)] | [Selected Financial [removed: Data](#selected)] [added: Data](#ITEM6SELECTEDFINANCIALDATA_415881)] | [removed: 20] [added: 32] |

| [removed: Item 7.] [added: [Item 7.](#ITEM7MANAGEMENTSDISCUSSIONANDANALYSISOFF)] | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#managements)] [added: Operations](#ITEM7MANAGEMENTSDISCUSSIONANDANALYSISOFF)] | [removed: 21] [added: 32] |

| [removed: Item 7A.] [added: [Item 7A.](#ITEM7AQUANTITATIVEANDQUALITATIVEDISCLOSU)] | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#quantitative)] [added: Risk](#ITEM7AQUANTITATIVEANDQUALITATIVEDISCLOSU)] | [removed: 33] [added: 46] |

| [removed: Item 8.] [added: [Item 8.](#ITEM8FINANCIALSTATEMENTSANDSUPPLEMENTARY)] | [Financial Statements and Supplementary [removed: Data](#financialstatements)] [added: Data](#ITEM8FINANCIALSTATEMENTSANDSUPPLEMENTARY)] | [removed: 34] [added: 47] |

| [removed: Item 9.] [added: [Item 9.](#ITEM9CHANGESINANDDISAGREEMENTSWITHACCOUN)] | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#changesin)] [added: Disclosure](#ITEM9CHANGESINANDDISAGREEMENTSWITHACCOUN)] | [removed: 69] [added: 83] |

| [removed: Item 9A.] [added: [Item 9A.](#ITEM9ACONTROLSANDPROCEDURES_526833)] | [Controls and [removed: Procedures](#controlsand)] [added: Procedures](#ITEM9ACONTROLSANDPROCEDURES_526833)] | [removed: 69] [added: 83] |

| [removed: Item 9B.] [added: [Item 9B.](#ITEM9BOTHERINFORMATION_754197)] | [Other [removed: Information](#otherinformation)] [added: Information](#ITEM9BOTHERINFORMATION_754197)] | [removed: 70] [added: 84] |

| [PART [removed: III](#part3)] [added: III](#PARTIII_99144)] | | |

| [removed: Item 10.] [added: [Item 10.](#ITEM10DIRECTORSEXECUTIVEOFFICERSANDCORPO)] | [Directors, Executive [removed: Officers](#directors)] [added: Officers](#ITEM10DIRECTORSEXECUTIVEOFFICERSANDCORPO)] | [removed: 71] [added: 85] |

| [removed: Item 11.] [added: [Item 11.](#ITEM11EXECUTIVECOMPENSATION_411916)] | [Executive [removed: Compensation](#executive)] [added: Compensation](#ITEM11EXECUTIVECOMPENSATION_411916)] | [removed: 71] [added: 85] |

| [removed: Item 12.] [added: [Item 12.](#ITEM12SECURITYOWNERSHIPOFCERTAINBENEFICI)] | [Security Ownership of Certain Beneficial Owners and Management and Related Shareholder [removed: Matters](#security)] [added: Matters](#ITEM12SECURITYOWNERSHIPOFCERTAINBENEFICI)] | [removed: 71] [added: 85] |

| [removed: Item 13.] [added: [Item 13.](#ITEM13CERTAINRELATIONSHIPSANDRELATEDTRAN)] | [Certain Relationships and Related Transactions, and Director [removed: Independence](#certainrelationships)] [added: Independence](#ITEM13CERTAINRELATIONSHIPSANDRELATEDTRAN)] | [removed: 71] [added: 85] |

| [removed: Item 14.] [added: [Item 14.](#ITEM14PRINCIPALACCOUNTINGFEESANDSERVICES)] | [Principal Accounting Fees and [removed: Services](#principal)] [added: Services](#ITEM14PRINCIPALACCOUNTINGFEESANDSERVICES)] | [removed: 71] [added: 85] |

| [removed: Item 15.] [added: [Item 15.](#ITEM15EXHIBITSFINANCIALSTATEMENTSCHEDULE)] | [Exhibits, Financial Statement [removed: Schedules](#exhibits)] [added: Schedules](#ITEM15EXHIBITSFINANCIALSTATEMENTSCHEDULE)] | [removed: 72] [added: 86] |

| | [removed: [SIGNATURES](#signatures)] [added: [SIGNATURES](#SIGNATURES_814919)] | [removed: 74] [added: 90] |

[removed: FORWARD-LOOKING] [added: FORWARD-LOOKING] INFORMATION AND CAUTIONARY [removed: STATEMENTS][added: STATEMENTS]

| | ● | Conditions in the global economy, the particular markets we serve and the financial [removed: markets] [added: markets, whether] brought about by material global crises [added: or other factors,] may adversely affect our business and financial [removed: statements.] [added: results.] |

| | ● | [removed: U.S. and international] [added: International] political, [removed: economic,] compliance and business factors, including the [added: military conflict in Ukraine and the] United Kingdom’s [removed: recent] withdrawal from the European Union, can negatively impact our operations and financial results. |

[removed: | | ● | Our] [added: ●Our] inability to complete acquisitions at our historical rate and at appropriate prices, and to make appropriate investments that support our long-term strategy, could negatively impact our growth rate and stock price. [removed: |]

[removed: | | ● | Our] [added: ●Our] acquisition of businesses, investments, joint ventures and other strategic relationships, if not properly implemented or integrated, could negatively impact our business and financial [removed: statements. |][added: results.]

[removed: | | ● | We] [added: ●We] may be required to record a significant charge to earnings if our goodwill and other amortizable intangible [removed: assets,] [added: assets] or other investments [removed: may] become impaired, which could negatively impact our financial [removed: statements] [added: results] or stock price. [removed: |]

[removed: | | ● | Our] [added: ●Our] success will be dependent on recruiting and retaining highly qualified [added: and diverse] personnel and creating and maintaining a culture that [removed: includes] [added: successfully integrates] the employees joining through [removed: acquisition. |][added: acquisitions.]

[removed: | | ● | Our] [added: ●Our] growth depends in part on the timely development and commercialization of new and enhanced products and services that meet our customers’ needs. [removed: Our growth can also be negatively impacted if our customers do not grow as anticipated. |]

[removed: | | ● | We] [added: ●We] face intense competition, and if we are unable to compete effectively, we may experience decreased demand and decreased market share or need to reduce prices to remain competitive. [removed: |]

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| [PART I](#PARTI_499645) | | |

| [PART II](#PARTII_716091) | | |

| [PART IV](#PARTIV_255528) | | |

| | | |

| | ● | Climate change, or legal or regulatory measures to address climate change, may negatively affect us. |

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| --- | --- | --- |

| [PART II](#part2) | | |

| [PART IV](#part4) | | |

Acquisition and Investment Risks

Intellectual Property Risks

Financial and Tax Risks

Legal, Regulatory, Compliance and Reputational Risks

[](# "part1")PART I

[](# "business")ITEM 1.

BUSINESS

OVERVIEW

Bio-Techne and its subsidiaries, collectively doing business as Bio-Techne Corporation (Bio-Techne, we, our, us or the Company), develop, manufacture and sell life science reagents, instruments and services for the research, diagnostics and bioprocessing markets worldwide.

With our broad product portfolio and application expertise, we sell integral components of scientific investigations into biological processes and molecular diagnostics, revealing the nature, diagnosis, etiology and progression of specific diseases.

Our products aid in drug discovery efforts and provide the means for accurate clinical tests and diagnoses.

We manage the business in two operating segments – our Protein Sciences segment and our Diagnostics and Genomics segment.

Our Protein Sciences segment is a leading developer and manufacturer of high-quality biological reagents used in all aspects of life science research, diagnostics and cell and gene therapy.

This segment also includes proteomic analytical tools, both manual and automated, that offer researchers and pharmaceutical manufacturers efficient and streamlined options for automated western blot and multiplexed ELISA workflow.

Our Diagnostics and Genomics segment develops and manufactures diagnostic products, including controls, calibrators, and diagnostic assays for the regulated diagnostics market, exosome-based molecular diagnostic assays, advanced tissue-based in-situ hybridization assays for spatial genomic and tissue biopsy analysis, and genetic and oncology kits for research and clinical applications.

We are a Minnesota corporation with our global headquarters in Minneapolis, Minnesota.

We were founded forty-five years ago, in 1976, as Research and Diagnostic Systems, Inc. We became a publicly traded company in 1985 through a merger with Techne Corporation, now Bio-Techne Corporation.

Our common stock is listed on the NASDAQ under the symbol “TECH.” We operate globally, with offices in many locations throughout North America, Europe and Asia.

Today, our product lines extend to over 350,000 products, most of which we manufacture ourselves in multiple locations in North America, as well as the U.K. and China.

Our historical focus was on providing high quality proteins, antibodies and immunoassays to the life science research market and hematology controls to the diagnostics market.

Over the last eight years, we have been implementing a disciplined strategy to accelerate growth in part by acquiring businesses and product portfolios that leveraged and diversified our existing product lines, filled portfolio gaps with differentiated high growth businesses, and expanded our geographic scope.

From fiscal years 2013 through 2021 we have acquired or made investments in seventeen companies that have expanded the product offerings and geographic footprint of both operating segments.

Recognizing the importance of an integrated, global approach to meeting our mission and accomplishing our strategies, we have maintained many of the brands of the companies we have acquired, but unified under a single global brand -- Bio-Techne.

We are committed to providing the life sciences community with innovative, high-quality scientific tools that allow our customers to make extraordinary discoveries.

We intend to build on Bio-Techne’s past accomplishments, high product quality reputation and sound financial position by executing strategies that position us to serve as the standard for biological content in the research market, and to leverage that leadership position to enter the diagnostics and other adjacent markets.

Our strategies include:

_Continued innovation in core products._ Through collaborations with key opinion leaders, participation in scientific discussions and societies, and leveraging our internal talent we expect to be able to convert our continued significant investment in our research and development activities to be first-to-market with quality products that are at the leading edge of life science researchers’ needs.

_Market and geographic expansion._ We will continue to expand our sales staff and distribution channels globally in order to increase our global presence and make it easier for customers to transact with us.

We will also leverage our existing portfolio to expand our product offerings into novel research fields and further into diagnostics and therapeutics markets.

_Culture development and talent recruitment and retention._ As we continue to grow both organically and through acquisition, we are intentionally fostering an “EPIC” culture based on the ideals of Empowerment, Passion, Innovation and Collaboration.

We strive to recruit, train and retain the most talented staff, who will live out these EPIC ideals and implement our strategies effectively.

_Targeted acquisitions and investments._ We will continue to leverage our strong balance sheet to gain access to new and differentiated technologies and products that improve our competitiveness in the current market, meet customers’ expanding workflow needs and allow us to enter adjacent markets.

PROTEIN SCIENCES SEGMENT

_Protein Sciences Segment Products and Markets_

The Protein Sciences segment is the larger of our two segments, representing about 75% of our net sales in fiscal 2021.

It is comprised of two divisions with complementary product offerings serving many of the same customers – the Reagent Solutions division and the Analytical Solutions division.

There are no unresolved staff comments as of the date of this report.

The Company owns the facilities that its headquarters and R&D Systems subsidiary occupy in Minneapolis, Minnesota.

The Minneapolis facilities are utilized by both the Company’s Protein Sciences and Diagnostics and Genomics segments.

The Minneapolis complex includes approximately 800,000 square feet of space in several adjoining buildings.

Bio-Techne uses approximately 710,000 square feet of the complex for administrative, research, manufacturing, shipping and warehousing activities.

The Company is currently leasing the remaining space in the complex as retail and office space.

The Company also owns a 61,000 square foot facility in Saint Paul, Minnesota that is utilized for additional manufacturing capabilities and activities.

The Company also owns a 34,000 square foot manufacturing facility in Flowery Branch, Georgia.

This facility is utilized by the Company’s Protein Sciences segment.

The Company owns a 17,000 square foot facility that its Bio-Techne Europe subsidiary occupies in Abingdon, England.

This facility is utilized by the Company’s Protein Sciences and Diagnostics and Genomics segments.

The Company owns a 9,000 square foot facility that its Canada subsidiaries occupy in Toronto, Canada.

This facility is utilized by the Company’s Protein Sciences and Diagnostics and Genomics segments.

The Company owns a 52,700 square foot manufacturing facility in Wallingford, Connecticut.

This facility is utilized by the Company’s Protein Sciences segment.

The Company leases the following material facilities, all of which are primarily utilized by the Company’s Protein Sciences segment with the exception of the locations used by the Company’s ProteinSimple and CyVek subsidiaries, which support both the Protein Sciences segment and the Diagnostics & Genomics segment.

Certain locations are not named because they were not significant individually or in the aggregate as of the date of this report.

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- |

| Subsidiary | | Location | | Type | | Square Feet |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Bio-Techne Ltd | | Langley, United Kingdom | | Warehouse | | 14,300 |

| Bio-Techne China | | Shanghai and Beijing, China | | Office/warehouse | | 25,500 |

| Boston Biochem | | Cambridge, Massachusetts | | Office/lab | | 7,400 |

| Tocris | | Bristol, United Kingdom | | Office/manufacturing/lab/warehouse | | 30,000 |

| PrimeGene | | Shanghai, China | | Office/manufacturing/lab | | 20,600 |

| Bionostics | | Devens, Massachusetts | | Office/manufacturing | | 70,000 |

| Novus Biologicals | | Centennial, Colorado | | Office/warehouse | | 29,400 |

| ProteinSimple | | San Jose, California | | Office/manufacturing/warehouse | | 98,000 |

| ProteinSimple Ltd. | | Ottawa, Canada | | Office/manufacturing/warehouse | | 10,800 |

| CyVek | | Wallingford, Connecticut | | Office/manufacturing/warehouse | | 17,500 |

| Cliniqa | | San Marcos, California | | Office/manufacturing/warehouse | | 62,800 |

| Advanced Cell Diagnostics | | Newark, California | | Office/manufacturing/warehouse | | 55,900 |

| Bio-Techne France | | Rennes, France | | Office/warehouse | | 11,000 |

| Exosome Diagnostics | | Waltham, Massachusetts | | Office/manufacturing/warehouse | | 38,400 |

| R&D Systems | | Minneapolis, Minnesota | | Office/manufacturing/warehouse | | 10,700 |

| Asuragen | | Austin, Texas | | Office/manufacturing/warehouse | | 47,400 |

| Bio-Techne Ireland | ​ | Dublin, Ireland | ​ | Warehouse | ​ | 25,000 |

The Company entered into a definitive agreement in November 2021 for a 74,000 square foot facility in Centennial, Colorado for the next 12.5 years with annual rental impact of $0.9 million.

Construction is underway and once complete,

the commencement of the lease will occur, which is expected to be in the first half of fiscal 2023.

Not applicable.

PART II

MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The Company’s common stock is listed on the NASDAQ stock exchange under the symbol “TECH”.

Holders of Common Stock and Dividends Paid

As of August 19, 2022, there were over 121,000 beneficial shareholders of the Company’s common stock and over 148 shareholders of record.

The Company paid annual cash dividends totaling $50.2 million, $49.6 million, and $48.9 million in fiscal 2022, 2021, and 2020, respectively.

The Board of Directors periodically considers the payment of cash dividends, and there is no guarantee that the Company will pay comparable cash dividends, or any cash dividends, in the future.

In connection with the acquisition of Exosome Diagnostics, Inc. on August 1, 2018, the Company entered into a new credit facility that provides for a revolving credit facility of $600 million, which can be increased by an additional $200 million subject to certain conditions, and a term loan of $250 million.

The credit facility is governed by a Credit Agreement dated August 1, 2018 and matures on August 1, 2023.

The Credit Agreement that governs the revolving line of credit contains customary events of default and would prohibit payment of dividends to Company shareholders in the event of a default thereunder.

Issuer Purchases of Equity Securities

During the years ended June 30, 2022 and June 30, 2021, the Company repurchased 394,238 shares of its common stock at an average share price of $408.26 and 120,000 shares at an average share price of $359.82, respectively.

The Company's previous share repurchase plan, implemented in fiscal 2019, granted management the discretion to mitigate the dilutive effect of stock option exercises for fiscal 2018, which then increases in each period subsequent to June 30, 2018 for additional dilutive impacts of stock options exercised in those future periods.

On February 2, 2022, the Company replaced the prior share repurchase plan with a new share repurchase plan that authorizes the Company to purchase up to $400 million in stock.

The Company repurchased 89,238 shares for $41.3 million in fiscal 2022 under the previous plan.

The Company repurchased 305,000 shares for $119.7 million in fiscal 2022 under the new share repurchase plan.

As of June 30, 2022, the Company had $280.3 million available to repurchase under our existing plan.

Stock Performance Graph

The following chart compares the cumulative total shareholder return on the Company’s common stock with the S&P 500 Index, the S&P 500 Life Sciences Tools and Services Index, the S&P Midcap 400 Index and the S&P 400 MidCap Life Sciences Tools and Services Index.

The comparison assumes $100 was invested on the last trading day before July 1, 2017 in the Company’s common stock and in each of the foregoing indices and assumes reinvestment of dividends.

The

Company became part of the S&P 500 Index during fiscal 2022.

The S&P 400 Index was included for comparative purposes to the prior year Form 10-K.


RESERVED

CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME

_Bio-Techne Corporation and Subsidiaries_

_(in thousands, except per share data)_

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | Year Ended June 30, | | | | | | | |

| ​ | 2022 | | ​ | 2021 | | ​ | 2020 | |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Net sales | $ | 1,105,599 | ​ | $ | 931,032 | ​ | $ | 738,691 |

| Cost of sales | | 349,103 | ​ | | 298,182 | ​ | | 255,497 |

| Gross margin | | 756,496 | ​ | | 632,850 | ​ | | 483,194 |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Operating expenses: | | | ​ | | | ​ | | |

| Selling, general and administrative | | 372,766 | ​ | | 324,951 | ​ | | 260,583 |

| Research and development | | 87,140 | ​ | | 70,603 | ​ | | 65,192 |

| Total operating expenses | | 459,906 | ​ | | 395,554 | ​ | | 325,775 |

| Operating income | | 296,590 | ​ | | 237,296 | ​ | | 157,419 |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Other income (expense) | | ​ | ​ | | ​ | ​ | | ​ |

| Interest expense | | (11,309) | ​ | | (13,952) | ​ | | (19,197) |

| Interest income | | 794 | ​ | | 473 | ​ | | 605 |

| Other non-operating income (expense), net | | 15,311 | ​ | | (75,642) | ​ | | 137,650 |

| Total other income (expense), net | | 4,796 | ​ | | (89,121) | ​ | | 119,058 |

| Earnings before income taxes | | 301,386 | ​ | | 148,175 | ​ | | 276,477 |

| Income taxes (benefit) | | 38,287 | ​ | | 8,590 | ​ | | 47,181 |

| Net earnings, including noncontrolling interest | | 263,099 | ​ | | 139,585 | ​ | | 229,296 |

| Net earnings (loss) attributable to noncontrolling interest | | (8,952) | ​ | | (825) | ​ | | — |

| Net earnings attributable to Bio-Techne | $ | 272,051 | ​ | $ | 140,410 | ​ | $ | 229,296 |

| Other comprehensive income (loss): | | | ​ | | | ​ | | |

| Foreign currency translation adjustments | | (32,241) | ​ | | 32,951 | ​ | | (9,963) |

| Unrealized gains (losses) on derivative instruments - cash flow hedges, net of tax amounts disclosed in Note 8 | | 14,262 | ​ | | 7,060 | ​ | | (3,715) |

| Other comprehensive income (loss) | | (17,979) | ​ | | 40,011 | ​ | | (13,678) |

| Other comprehensive income (loss) attributable to noncontrolling interest | | (70) | ​ | | 103 | ​ | | — |

| Other comprehensive income (loss) attributable to Bio-Techne | | (17,909) | ​ | | 39,908 | ​ | | (13,678) |

| Comprehensive income attributable to Bio-Techne | $ | 254,142 | ​ | $ | 180,318 | ​ | $ | 215,618 |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Earnings per share attributable to Bio-Techne: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Basic | $ | 6.93 | ​ | $ | 3.62 | ​ | $ | 6.00 |

| Diluted | $ | 6.63 | ​ | $ | 3.47 | ​ | $ | 5.82 |

None.

| (a) | Evaluation of Disclosure Controls and Procedures |

| --- | --- |

As required by Rule 13a-15(b) of the Securities Exchange Act of 1934 (the "Exchange Act"), management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated, as of the end of the period covered by this report, the effectiveness of our disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e).

The evaluation was based upon reports and certifications provided by a number of executives.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2022, our disclosure controls and procedures were effective.

| (b) | Management’s Annual Report on Internal Control Over Financial Reporting |

| --- | --- |

The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting also includes those policies and procedures that:

| (i) | Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; |

| --- | --- |

| (ii) | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and |

| --- | --- |

| (iii) | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements. |

| --- | --- |

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Under the supervision of the Audit Committee of the Board of Directors and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria established in _Internal Control - Integrated Framework (2013)_ issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on our assessment and those criteria, our Chief Executive Officer and Chief Financial Officer concluded that our internal control over financial reporting was effective as of June 30, 2022.

The attestation report on our internal control over financial reporting issued by KPMG LLP appears in Item 8 of this report.

| (c) | Changes in Internal Control Over Financial Reporting |

| --- | --- |

As previously announced, we acquired Changzhou Eminence Biotechnology Co., Ltd on October 20, 2020, and Asuragen, Inc. on April 6, 2021 and we have implemented our internal control structure over these and incorporated their operations into our assessment of internal control over financial reporting as of June 30, 2022.

There were no other changes in the Company’s internal control over financial reporting during fiscal year 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

None.

PART III

Other than "Executive Officers of the Registrant" which is set forth at the end of Item 1 in Part I of this report, the information required by Item 10 is incorporated herein by reference to the sections entitled "Election of Directors," "Principle Shareholders" and "Additional Corporate Governance Matters" in the Company’s Proxy Statement for its 2021 Annual Meeting of Shareholders which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the close of the fiscal year for which this report is filed.

The information required by Item 11 is incorporated herein by reference to the sections entitled "Election of Directors" and "Executive Compensation" in the Company’s Proxy Statement for its 2022 Annual Meeting of Shareholders which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the close of the fiscal year for which this report is filed.

The information required by Item 12 is incorporated by reference to the sections entitled "Principal Shareholders" and "Management Shareholdings" in the Company’s Proxy Statement for its 2022 Annual Meeting of Shareholders which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the close of the fiscal year for which this report is filed.

The information required by Item 13 is incorporated by reference to the sections entitled "Election of Directors" and "Additional Corporate Governance Matters" in the Company’s Proxy Statement for its 2022 Annual Meeting of Shareholders which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the close of the fiscal year for which this report is filed.

The information required by Item 14 is incorporated herein by reference to the section entitled "Audit Matters" in the Company’s Proxy Statement for its 2022 Annual Meeting of Shareholders which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the close of the fiscal year for which this report is filed.

PART IV

A.

(1) List of Financial Statements.

The following Consolidated Financial Statements are filed as part of this Annual Report on Form 10-K:

Consolidated Statements of Earnings and Comprehensive Income for the Years Ended June 30, 2022, 2021, and 2020

Consolidated Balance Sheets as of June 30, 2022 and 2021

Consolidated Statements of Shareholders’ Equity for the Years Ended June 30, 2022, 2021, and 2020

Consolidated Statements of Cash Flows for the Years Ended June 30, 2022, 2021, and 2020

Notes to Consolidated Financial Statements for the Years Ended June 30, 2022, 2021, and 2020

Reports of Independent Registered Public Accounting Firm (PCAOB ID: 185)

A.

(2) Financial Statement Schedules.

All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the Consolidated Financial Statements or Notes thereto.

A.

(3) Exhibits.

EXHIBIT INDEX

for Form 10-K for the 2022 Fiscal Year

| ​ | ​ | | |

| --- | --- | --- | --- |

| Exhibit Number | | | Description |

| 3.1 | ​ | | [Amended and Restated Articles of Incorporation of the Company--incorporated by reference to Exhibit 3.1 of the Company’s Form 10-Q dated February 9, 2015*](https://www.sec.gov/Archives/edgar/data/842023/000143774915002131/ex3-1.htm) |

| | ​ | | |

| 3.2 | ​ | | [Fourth Amended and Restated Bylaws of the Company--incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K dated April 27, 2022*](https://www.sec.gov/Archives/edgar/data/0000842023/000155837022006121/tmb-20220426xex3d1.htm) |

| | ​ | | |

| 4.1 | ​ | | [Description of Capital Stock -- attached as Exhibit 4.1 hereto](https://www.sec.gov/Archives/edgar/data/842023/000155837022013935/tmb-20220630xex4d1.htm) |

| | ​ | | |

| 10.1 | ​ | | [Management Incentive Plan--incorporated by reference to Exhibit 10.13 of the Company’s Form 10-K for the year ended June 30, 2013*](https://www.sec.gov/Archives/edgar/data/842023/000119312513351961/d545574dex1013.htm) |

| | ​ | | |

| 10.2 | ​ | | [Second Amended and Restated 2010 Equity Incentive Plan--incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated October 26, 2017*](https://www.sec.gov/Archives/edgar/data/842023/000143774917017673/ex_97613.htm) |

| | ​ | | |

| 10.3 | ​ | | [Form of Time Vesting Restricted Stock Award Agreement - incorporated by reference to Exhibit 10.3 of the Company's Form 10-K dated August 25, 2021*](https://www.sec.gov/Archives/edgar/data/842023/000143774921020980/ex_248804.htm) |

| | ​ | | |

| 10.4 | ​ | | [Form of Performance Vesting Restricted Stock Unit Award Agreement - incorporated by reference to Exhibit 10.4 of the Company's Form 10-K dated August 25, 2021*](https://www.sec.gov/Archives/edgar/data/842023/000143774921020980/ex_248805.htm) |

| | ​ | | |

| 10.5 | ​ | | [Form of Time Vesting Restricted Stock Unit Award Agreement - incorporated by reference to Exhibit 10.5 of the Company's Form 10-K dated August 25, 2021*](https://www.sec.gov/Archives/edgar/data/842023/000143774921020980/ex_248806.htm) |

| | ​ | | |

| 10.6 | ​ | | [Form of Performance Vesting Restricted Stock Unit Award Agreement - incorporated by reference to Exhibit 10.6 of the Company's Form 10-K dated August 25, 2021*](https://www.sec.gov/Archives/edgar/data/842023/000143774921020980/ex_248807.htm) |

| | ​ | | |

| 10.7 | ​ | | [Form of the Time Vesting Performance Unit Award Agreement - incorporated by reference to Exhibit 10.7 of the Company's Form 10-K dated August 25, 2021*](https://www.sec.gov/Archives/edgar/data/842023/000143774921020980/ex_248808.htm) |

| | ​ | | |

| 10.8 | ​ | | [Form of Performance Vesting Performance Unit Award Agreement - incorporated by reference to Exhibit 10.8 of the Company's Form 10-K dated August 25, 2021*](https://www.sec.gov/Archives/edgar/data/842023/000143774921020980/ex_248809.htm) |

[removed: [](# "signatures")SIGNATURES][added: SIGNATURES]

| | BIO-TECHNE CORPORATION | | | [added: |]

| Date: August [removed: 25, 2021] [added: 24, 2022] | [added: ​] | /s/ Charles Kummeth | | [added: |]

| | [added: ​] | [added: |] By: [added: |] Charles Kummeth | [removed: |]

| [added: ​] | [added: ​] | [added: ​ |] Its: [added: |] President and CEO | [removed: |]

| Date | [added: ​ |] Signature and Title |

| August [removed: 25, 2021] [added: 24, 2022] | [added: ​ |] /s/ Robert V. Baumgartner |

| | [added: ​ |] Robert V. Baumgartner |

| | [added: ​ |] Chairman of the Board and Director |

| August [removed: 25, 2021] [added: 24, 2022] | [added: ​ |] /s/ Julie Bushman |

| | [added: ​ |] Julie Bushman, Director |

| August [removed: 25, 2021] [added: 24, 2022] | [added: ​ |] /s/ Rupert Vessey |

| | [added: ​ |] Dr. Rupert Vessey, Director |

| August [removed: 25, 2021] [added: 24, 2022] | [added: ​ |] /s/ Joseph Keegan, Ph.D. |

| | [added: ​ |] Dr. Joseph Keegan, Director |

| August [removed: 25, 2021] [added: 24, 2022] | [added: ​ |] /s/ John L. Higgins |

| | [added: ​ |] John L. Higgins, Director |

| August [removed: 25, 2021] [added: 24, 2022] | [added: ​ |] /s/ Roeland Nusse, Ph.D. |

| | [added: ​ |] Dr. Roeland Nusse, Director |

| August [removed: 25, 2021] [added: 24, 2022] | [added: ​ |] /s/ Alpna Seth, Ph.D. |

| | [added: ​ |] Dr. Alpna Seth, Director |

| August [removed: 25, 2021] [added: 24, 2022] | [added: ​ |] /s/ Randolph C. Steer, Ph.D., M.D. |

| | [added: ​ |] Dr. Randolph C. Steer, Director |

| August [removed: 25, 2021] [added: 24, 2022] | [added: ​ |] /s/ Charles Kummeth |

| | [added: ​ |] Charles Kummeth, Director and Chief Executive Officer (principal executive officer) |

| August [removed: 25, 2021] [added: 24, 2022] | [added: ​ |] /s/ James Hippel |

| | [added: ​ |] James Hippel, Chief Financial Officer |

| | [added: ​ |] (principal financial officer and principal accounting officer) |

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