Bio-Techne (TECH) 10-K risk factor changes: FY2023 vs FY2022

In the past three years, COVID-19 has had, and [removed: likely will] [added: may] 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, [removed: have continued to impose] [added: imposed] strict “stay-at-home” orders to manage the pandemic, which [removed: have] [added: has] significantly impacted the economy in that country and our business there.

[removed: Should] [added: While] these restrictions [removed: continue in China or] [added: have now lifted,] if they [removed: are] [added: were to be] imposed again [added: in China or] elsewhere, our business could be materially impacted.

●constraints on the movement of our products through the supply chain, which can disrupt our ability to produce or deliver our [removed: products.][added: products;]

[removed: ●increasing the] [added: ●increased] 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

We engage in business globally, with approximately [removed: 42%] [added: 43%] of our sales revenue in fiscal [removed: 2022] [added: 2023] coming from outside the U.S. Changes, potential changes or uncertainties in social, political, [removed: regulatory] [added: regulatory,] and economic conditions or laws and policies

For example, Congress and the U.S. administration [removed: are also considering significant] [added: have sought to impose] 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 [added: an] adverse impact on our sales revenue.

Our [removed: Genomics and] Diagnostics [added: and Genomics] segment [removed: includes] products [added: are intended primarily] for the medical diagnostics market, which relies largely on government healthcare-related policies and funding.

As part of our business [removed: strategy] [added: strategy,] we acquire businesses, make investments and enter into joint ventures and other strategic relationships in the ordinary [removed: course,] [added: course of business,] and we also from time to time complete more significant transactions.

[removed: More recently, subsequent to the end of our fiscal year, we acquired Namocell Inc., a single cell sorting and dispensing platform company] While we believe these business ventures will advance our business strategies and support our growth plans, we may not be successful in managing or integrating them into our company.

[removed: In] [added: While retention improved in] fiscal [removed: 2022,] [added: 2023,] a number of our businesses and departments [added: continued to face recruitment and retention challenges, and] faced labor availability constraints and inflationary costs.

As we integrate past and future acquisitions and evolve our corporate culture to incorporate [removed: the] new workforces, some employees may not find such integration or cultural changes appealing.

[added: Finally, as the geographies in which we operate recover from the recent] pandemic and we return employees who had been working from home back to our sites, we may not be able to retain people who prefer continuing to work from home full time.

In order to compete effectively, we must retain longstanding relationships with major customers and continue to grow our business by establishing relationships with new customers, continually developing new products and services to maintain and expand our brand recognition and leadership position in various product and service categories and penetrating new [added: markets, including high-growth markets.]

Individual states regulate data breach and security [removed: requirements] [added: requirements,] and multiple governmental bodies assert authority over aspects of the protection of personal privacy.

Most notably, in the last several years, some states, including California, Virginia, Utah, Colorado and Connecticut, have passed broad privacy legislation that could result in more material impacts as [removed: new] [added: implementing] regulations are issued.

Failure to comply with the requirements of GDPR and the applicable national data protection laws of the EU member states may result in [removed: significant] fines [added: of up to €20 million or up to 4% of the total worldwide annual turnover of the preceding financial year, whichever is higher,] and other administrative penalties.

[added: Government enforcement actions can be costly and interrupt the] regular operation of our business, and data breaches or violations of data privacy laws can result in fines, reputational damage and civil lawsuits, any of which may adversely affect our business, reputation and financial results.

Our supply chains, distribution systems and information technology systems may be subject to catastrophic loss due to fire, flood, earthquake, hurricane, power shortage or outage, public health crisis (including epidemics and pandemics) and the reaction thereto, war, terrorism, riot or other [removed: natural or] man-made [added: or natural] disasters, such as the COVID-19 pandemic.

If we cannot adjust our manufacturing capacity or the purchases required for our manufacturing activities to reflect changes in market conditions [removed: and] [added: or] customer demand, our business and financial results may suffer.

[removed: Defects and] [added: Defects,] unanticipated use [added: of,] or inadequate disclosure with respect to our products, or allegations thereof, can adversely affect our business and financial results.

We operate globally, with manufacturing operations in China and the UK, and approximately [removed: 42%] [added: 43%] of our revenue in fiscal [removed: 2022] [added: 2023] was from outside the United States.

We currently have a Credit Agreement that provides for a revolving credit facility of [removed: $600 million,] [added: $1 billion,] which can be increased by an additional [removed: $200] [added: $400] million subject to certain [removed: conditions, and a term loan of $250 million.][added: conditions.]

As of August [removed: 19, 2022,] [added: 18, 2023,] the Company had drawn [removed: $346] [added: $490] million under the Credit Agreement.

In fiscal [removed: 2022,] [added: 2023,] currency translation had an unfavorable effect of [removed: $12.5] [added: $21] million on revenues due to the strengthening of the U.S. dollar relative to other currencies in which the company sells products and services.

Interpretations, assumptions and guidance regarding the Tax Act that have been issued subsequently have had a material impact on our effective tax rate, and we anticipate that there may be additional changes to the U.S. tax code [removed: in the future.][added: under a new Administration.]

Changes in the U.S. FDA’s regulation of drug or medical device [removed: products] [added: products, such as managing the price of certain prescription drugs or potentially increasing regulatory scrutiny of lab developed tests,] could have an adverse effect on the demand for these products.

We have agreements relating to the sale of our products to government entities in the U.S. and elsewhere and, as a result, we are subject to various statutes and regulations that apply to companies doing business with the government [removed: (approximately 2%] [added: (less than 3%] of our fiscal [removed: 2022] [added: 2023] sales were made to the U.S. federal government).

Any noncompliance by us with applicable laws and regulations or the failure to maintain, renew or obtain necessary permits [added: and licenses could result in criminal, civil and administrative penalties and could have an adverse effect on our results of operations.]

[removed: As stated above, certain] [added: Certain] of our products are medical devices, diagnostics tests and other products that are subject to regulation by the U.S. FDA or state CLIA regulations, by other federal and state governmental agencies, by comparable agencies of other countries and regions and by regulations governing hazardous materials and drugs-of abuse (or the manufacture and sale of products containing any such materials).

Complying with EU IVDR, the regulation applicable to the Company, may require material modifications to our quality management systems, additional resources in certain functions, updates to technical files and additional clinical data in some cases, among other [removed: changes.]

[added: Failure by us or by our customers to comply with] the requirements of the EU IVDR, or other requirements imposed by these or similar regulatory authorities, including without limitation, remediating any inspectional observations to the satisfaction of these regulatory authorities, could result in warning letters, product recalls or seizures, monetary sanctions, injunctions to halt manufacture and distribution, restrictions on our operations, civil or criminal sanctions, or withdrawal of existing or denial of pending approvals, including those relating to products or facilities.

Failure to comply with privacy and security laws and regulations could result in fines, penalties and damage to the Company’s reputation and have a material adverse effect upon the Company’s business, a risk that has been elevated with [removed: the acquisition of Exosome Diagnostics, whose laboratory testing service is a healthcare provider] [added: recent acquisitions] that [removed: obtains and uses] [added: use] protected health [removed: information.][added: information and utilize healthcare providers for laboratory resting services.]

In addition, geopolitical tensions with these countries could exacerbate these risks.

Additionally, the U.S. government’s plans to manage prescription drug prices, as well as its recently announced intention to regulate lab developed tests, may impact the customers and industries we serve by increasing the cost of commercializing and/or limiting the profitability of commercialized products.

At the beginning of this fiscal year, we completed the acquisition of Namocell, a single cell sorting and dispensing platform company.

Bio-Techne also obtained a 19.9% ownership stake in Wilson Wolf and will acquire the remaining ownership no later than the end of calendar year 2027.

We have also continued participating in our collaborative marketing venture, ScaleReady LLC, with Wilson Wolf and another partner, and which addresses the needs of the rapidly expanding cell and gene therapy market.

changes.

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.

We carry essentially no

backlog of orders and changes in the level of orders received and filled daily can cause fluctuations in quarterly revenues and earnings.

We joined with two partners to establish a collaborative marketing venture, ScaleReady LLC, to address the needs of the rapidly expanding cell and gene therapy market, and subsequently announced that we had entered into an option agreement to potentially invest in and then acquire one of those partners, Wilson Wolf Manufacturing.

In general, we have been experiencing turnover at higher rates than usual and have had some difficulties filling certain positions.

In particular, we operate in several geographic locations where competition for talent is strong, making employee retention even more challenging.

For example, some of our fastest growing businesses are located in California and Massachusetts, both of which in the last several years have had low unemployment and a particularly competitive environment for finding and retaining talent.

Finally, as the geographies in which we operate recover from the recent

markets, including high-growth markets.

Government enforcement actions can be costly and interrupt the

and licenses could result in criminal, civil and administrative penalties and could have an adverse effect on our results of operations.

Failure by us or by our customers to comply with

As further disclosed in Note [removed: 13,] [added: 14,] the Company closed on the acquisition of [removed: Namocell, Inc] [added: Lunaphore Technologies SA] on July [removed: 1, 2022.][added: 7, 2023.]

Consolidated earnings, including non-controlling interest, increased 88% [added: in fiscal 2022] compared to fiscal 2021.

[added: 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.

For fiscal [removed: 2021,] [added: 2023,] consolidated net sales increased [removed: 26%] [added: 3%] as compared to fiscal [removed: 2020.][added: 2022.]

Organic growth was [removed: 22%,] [added: 5%,] with [added: foreign] currency translation [added: having an unfavorable impact of 2%] and acquisitions having [removed: a 3% and 1% impact on revenue respectively.][added: an immaterial impact.]

[removed: For fiscal 2021, consolidated] [added: Consolidated] earnings, including non-controlling interest, [removed: decreased 39%] [added: increased 8%] compared to fiscal [removed: 2020.][added: 2022.]

[removed: The Company was also focused on evaluating how climate change impacts from our business operations might be measured and mitigated, with the plan of] [added: As a Company, we are] integrating consideration of greenhouse gas emissions and other [removed: climate] [added: environmental] variables into [removed: those] [added: our] key business strategies.

In driving our [removed: four] key business strategies, the Company utilizes digital networks and systems for data transmission, transaction processing, and storing of electronic information.

| *​* | | [removed: 2022] [added: 2023] | | [removed: 2021] [added: 2022] | | [removed: 2020] [added: 2021] | |

| Organic sales growth | | [removed: 17] [added: 5] | % | [removed: 22] [added: 17] | % | [removed: 4] [added: 22] | % |

| Acquisitions sales growth | | [removed: 3] [added: 0] | % | [removed: 1] [added: 3] | % | [removed: 0] [added: 1] | % |

| Impact of foreign currency fluctuations | | [removed: (1)] [added: (2)] | % | [removed: 3] [added: (1)] | % | [removed: 0] [added: 3] | % |

| Consolidated net sales growth | | [removed: 19] [added: 3] | % | [removed: 26] [added: 19] | % | [removed: 4] [added: 26] | % |

| ​ | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | | [removed: 2020] [added: 2021] | |

| Protein Sciences | ​ | $ | [removed: 832,311] [added: 845,747] | ​ | $ | [removed: 704,564] [added: 832,311] | ​ | $ | [removed: 555,352] [added: 704,564] |

| Diagnostics and Genomics | ​ | | [removed: 274,843] [added: 292,602] | ​ | | [removed: 227,744] [added: 274,843] | ​ | | [removed: 184,549] [added: 227,744] |

| Intersegment | ​ | | [removed: (1,555)] [added: (1,647)] | ​ | | [removed: (1,276)] [added: (1,555)] | ​ | | [removed: (1,210)] [added: (1,276)] |

| Consolidated net sales | ​ | $ | [removed: 1,105,599] [added: 1,136,702] | ​ | $ | [removed: 931,032] [added: 1,105,599] | ​ | $ | [removed: 738,691] [added: 931,032] |

Overall segment growth was driven by strong BioPharma demand resulting in broad-based growth across our proteomic research reagents and analytical [removed: tools.][added: tools]

In fiscal [removed: 2021,] [added: 2023,] Protein Sciences segment net sales increased [removed: 27%] [added: 2%] compared to fiscal [removed: 2020.][added: 2022.]

Organic growth for the segment was [removed: 24%] [added: 4%] for the fiscal year, with [removed: foreign] currency translation having [removed: a favorable] [added: an unfavorable] impact of [removed: 3%,] [added: 2%] and acquisitions [removed: contributing] [added: having] an immaterial [removed: amount.][added: impact on revenue growth.]

In fiscal [removed: 2021,] [added: 2023,] Diagnostics and Genomics segment net sales increased [removed: 23%] [added: 6%] compared to fiscal [removed: 2020.][added: 2022.]

Consolidated gross margins were [added: 67.7%,] 68.4%, [removed: 68.0%,] and [removed: 65.4%] [added: 68.0%] in fiscal [added: 2023,] 2022, [removed: 2021,] and [removed: 2020.][added: 2021.]

Consolidated gross margins were [removed: positively] impacted [removed: as a result of broad based revenue growth.][added: by revenue.]

Excluding the impact of acquired inventory sold, amortization of intangibles, stock compensation expense, and the impact of partially-owned consolidated subsidiaries, adjusted gross margins were [added: 71.7%,] 72.5%, [removed: 72.3%,] and [removed: 70.3%] [added: 72.3%] in fiscal [added: 2023,] 2022, [removed: 2021,] and [removed: 2020] [added: 2021,] respectively.

[removed: Fiscal 2022 adjusted] [added: Consolidated] gross [removed: margin was positively] [added: margins for fiscal 2022 and fiscal 2021 were] impacted [removed: by] [added: as a result of] volume leverage and product mix, partially offset by additional investments made in the business to support future [removed: growth, when compared to fiscal 2020 and fiscal 2019.][added: growth.]

| ​ | [added: *​* |] Year Ended June 30, | | | | | ​ |

| ​ | [removed: 2022] | [added: 2023] | [removed: 2021] | [added: 2022] | [removed: 2020] | [added: 2021] | [added: |]

| Consolidated gross margin percentage | [removed: 68.4] | [added: 67.7 |] % | [removed: 68.0] [added: 68.4] | % | [removed: 65.4] [added: 68.0] | % |

| Identified adjustments: | [added: |] ​ | | | | | ​ |

| Costs recognized upon sale of acquired inventory | [removed: 0.1] | [added: 0.0 |] % | [removed: 0.2] [added: 0.1] | % | [removed: —] [added: 0.2] | % |

| Amortization of intangibles | [removed: 3.7] | [added: 4.0 |] % | [removed: 3.8] [added: 3.7] | % | [removed: 4.7] [added: 3.8] | % |

| Stock compensation expense - COGS | [added: ​ |] 0.1 | % | [removed: 0.2] [added: 0.1] | % | 0.2 | % |

| Impact of [removed: partially owned] [added: partially-owned] consolidated subsidiaries(1) | [removed: 0.2] | [added: (0.1) |] % | [removed: 0.1] [added: 0.2] | % | [removed: —] [added: 0.1] | % |

| Non-GAAP adjusted gross margin percentage | [removed: 72.5] | [added: 71.7 |] % | [removed: 72.3] [added: 72.5] | % | [removed: 70.3] [added: 72.3] | % |

(1)Adjusted gross margin percentages for fiscal 2021 have been updated for comparability to fiscal 2022 [added: and fiscal 2023] for the inclusion of the impact of partially-owned consolidated subsidiaries on the Company’s adjusted gross margin percentage.

| ​ | *​* | [removed: 2022] [added: 2023] | | [removed: 2021] [added: 2022] | | [removed: 2020] [added: 2021] | |

| Protein Sciences | | [removed: 75.5] [added: 75.3] | % | [removed: 76.0] [added: 75.5] | % | [removed: 75.0] [added: 76.0] | % |

| Diagnostics and Genomics | | [removed: 63.1] [added: 61.2] | % | [removed: 60.5] [added: 63.1] | % | [removed: 55.6] [added: 60.5] | % |

The [removed: changes] [added: change] in the Protein Sciences segment’s gross margin percentage for fiscal [removed: 2022] [added: 2023] as compared to fiscal [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] was primarily attributable to mix of product sales within the segment.

We also purchased a 19.9% investment in Wilson Wolf and, as disclosed in Note 1, will acquire the remaining shares in Wilson Wolf by the end of calendar year 2027, or earlier depending on the achievement of certain future milestones.

Organic revenue growth was primarily driven by consumable growth in both our Diagnostics and Genomics and Protein Sciences segments.

The increase in earnings was driven by a gain on the sale of our ChemoCentryx investment and a gain on the sale of our investment in Changzhou Eminence Biotechnology Co., Ltd. (Eminence).

After adjusting for acquisition related costs, intangibles amortization, stock-based compensation, restructuring costs, gain on investments, and impact from partially-owned consolidated subsidiaries, adjusted net earnings attributable to Bio-Techne decreased 1% in fiscal 2023 as compared to

fiscal 2022.

Adjusted net earnings attributable to Bio-Techne was primarily impacted by foreign currency exchange and strategic growth investments including the Namocell acquisition.

*​*

The Company also strives to innovate and improve all aspects of Bio-Techne’s operations, including reducing the environmental impacts of our manufacturing operations.

As described in our Corporate Sustainability Report, among other initiatives, the Company is currently focused on establishing a baseline for emissions to develop appropriate emission reduction targets, as well as reducing our environmental footprint through changes in packaging and shipping materials.

Additionally, the Company has established a cross-functional internal council and working group to monitor and report on its sustainability efforts, including those related to measuring and mitigating greenhouse gas emissions.

*​*

*​*

Segment growth was driven by growth in consumable revenue to BioPharma (especially those developing cell and gene therapies) and Academic customers within the Americas and Europe.

Organic growth for the segment was 8% with currency translation having an unfavorable impact of 2%.

Segment growth was driven by growth in consumable revenue from our Spatial Biology platform and an increase in service revenue related to our ExoDx Prostate test.

Fiscal 2023 consolidated gross margin was unfavorably impacted by foreign currency exchange and strategic growth investments including the Namocell acquisition when compared to the prior period.

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The change in the Diagnostics and Genomics segment’s gross margin is related to fiscal 2022 revenue related to the ExoTru kidney transplant rejection agreement that did not occur in fiscal 2023 nor fiscal 2021.

Fiscal 2023 compared to fiscal 2022 was also impacted by strategic investments to drive future growth that was partially offset by volume leverage.

Net interest expense in fiscal 2023 decreased when compared to fiscal 2022 due to a favorable rate on a forward starting interest rate swap as disclosed in Note 5 that went into effect in fiscal year 2023.

| Gain (loss) on equity method investment | ​ | ​ | (1,143) | ​ | ​ | — | ​ | ​ | — |

During fiscal 2023, the Company recognized gains of $37.2 million related to the sale of our ChemoCentryx, Inc. (CCXI) investment, $11.7 million related to the sale of our Eminence investment, and a gain of $0.4 million related to the change in fair value of our exchange traded bond funds.

Additionally, the Company recognized losses of $1.1 million related to our equity method investment in Wilson Wolf.

The change in the effective tax rate for fiscal 2023 compared to fiscal 2022 was driven by share-based compensation as the number of stock option exercises decreased compared to the prior year comparative period due to the decline in the stock price.

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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| ​ | | *​* | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |

| ​ | *​* | *​* | 2023 | | ​ | 2022 | | *​* | 2021 | | |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Amortization of Wilson Wolf intangible assets and acquired inventory | ​ | ​ | ​ | 2,805 | ​ | ​ | — | ​ | ​ | — | ​ |

| Gain on sale of partially-owned consolidated subsidiaries | ​ | ​ | ​ | (11,682) | ​ | ​ | — | ​ | ​ | — | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

(2) Prior period share and per share amounts have been retroactively adjusted to reflect the four-for-one stock split effected in the form of a stock dividend in November 2022.

Refer to Note 1 for details.

| ​ | 2023 | ​ | 2022 | ​ | 2021 | |

| Impact of non-taxable net gain | 0.7 | ​ | — | ​ | — | ​ |

| Other | 2.1 | | (0.9) | | 1.1 | ​ |

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.

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

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.

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.

Additionally, the Company is creating a cross-functional internal council to evaluate potential long-term business impacts while driving long-term sustainability solutions.

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Overall segment growth was driven by continued market acceptance of our portfolio of productivity enhancing solutions across end-markets and geographies combined with the reopening of customer sites that were closed in the latter half of fiscal 2020 due to COVID-19.

Organic growth was 18% with acquisitions and foreign currency having a favorable impact of 4% and 1% impact on revenue, respectively.

Overall segment revenue growth was driven by broad based organic growth across product lines and geographies and the acquisition of Asuragen in the fourth quarter of fiscal year 2021.

RNAscope products had an exceptional year in both the Academia and Bio-Pharma end markets, while the Exosome product line also provided year over year growth despite navigating limitations and/or customer avoidance of non-essential medical procedures throughout fiscal 2021 associated with the COVID-19 pandemic.

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| ​ | ​ | ​ | ​ | ​ | ​ | |

The increase in the Diagnostics and Genomics segment’s gross margin for fiscal 2022 as compared to fiscal 2021 and fiscal 2020 was primarily due to volume leverage.

| Gain on escrow litigation | ​ | | — | ​ | | — | ​ | | (7,159) |

Net interest expense in fiscal 2021 decreased when compared to fiscal 2020 due to a reduction in our average long-term debt, which coincided with a reduction in the notional amount on our variable interest derivative.

​

During fiscal 2020, the Company recognized gains of $137.5 million related to changes in fair value associated with changes in the stock price of our ChemoCentryx, Inc. (CCXI) investment.

The change in the effective tax rate for fiscal 2022 compared to fiscal 2021 was driven by a mix of increased net income and the dilutive effect the increased net income has on the favorable rate benefits, which are mainly related to share-based compensation.

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | |

| Gain on escrow settlement | | — | ​ | | — | ​ | | (7,170) | ​ |

| Acquisition costs | (0.0) | | (0.2) | | 0.4 | ​ |

| Change in fair value of investments | (0.1) | | 0.5 | | (0.4) | ​ |

| Other | (0.8) | | 0.8 | | (0.1) | ​ |

The Company purchased these bond funds during the year ended June 30, 2022.

The increase in cash generated from operating activities in fiscal 2021 as compared to fiscal 2020 was mainly a result of an increase in year over year operating income of $79.9 million and a $29.3 million benefit to operating cash from year-over-year changes in operating assets and liabilities as well as a non-cash stock-based compensation expense of $16.6 million.

The Company did not make any acquisitions in fiscal 2020.

The decrease in fiscal 2021 compared to fiscal 2020 was driven by the sale of a portion of the CCXI investment in fiscal year 2020, which did not reoccur in fiscal year 2021.

Fiscal 2021 capital expenditures related to investments in new buildings, in particular, the Company’s GMP manufacturing facility.

During fiscal 2020, the Company made $4.4 million ($4 million for Quad and $0.4 million for B-MoGen) in cash payments towards the Quad, Exosome, and B-MoGen contingent consideration liabilities.

Of the $4.4 million in total payments, $3.4 million is classified as financing on the statement of cash flows.

The remaining $1 million is recorded as operating on the statement of cash flows.

primarily intangible assets, can be complex and require significant judgment.

_2022 Goodwill Impairment Analyses_

A quantitative assessment involves comparing the carrying value of the reporting unit, including goodwill, to its estimated fair value.

Carrying value is based on the assets and liabilities associated with the operations of the reporting unit, which often requires the allocation of shared or corporate items among reporting units.

Approximately [removed: 34%] [added: 37%] of the Company’s consolidated net sales in fiscal [removed: 2022] [added: 2023] were made in foreign currencies, including [removed: 12%] [added: 13%] in euro, [removed: 4%] [added: 5%] in British pound sterling, [removed: 7%] [added: 6%] in Chinese [removed: yuan] [added: yuan, 3% in Canadian dollars,] and the remaining [removed: 11%] [added: 10%] in other currencies.

| ​ | [added: *​* |] Year Ended June 30, | | | | | | | |

| ​ | [removed: 2022] [added: *​*] | [added: 2023] | [added: |] ​ | [removed: 2021] [added: 2022] | | ​ | [removed: 2020] [added: 2021] | |

| Euro | [added: |] ​ | | | ​ | | | ​ | |

| High | [added: ​ |] $ | [removed: 1.19] [added: 1.10] | ​ | $ | [removed: 1.23] [added: 1.19] | ​ | $ | [removed: 1.12] [added: 1.23] |

| Low | [added: ​] | [removed: 1.05] | [added: 0.98 |] ​ | | [removed: 1.16] [added: 1.05] | ​ | | [removed: 1.09] [added: 1.16] |

| Average | [added: ​] | [removed: 1.12] | [added: 1.05 |] ​ | | [removed: 1.20] [added: 1.12] | ​ | | [removed: 1.11] [added: 1.20] |

| British pound sterling | [added: ​] | [added: |] ​ | ​ | | [added: ​] | ​ | | |

| High | [added: ​ |] $ | [removed: 1.39] [added: 1.27] | ​ | $ | [removed: 1.42] [added: 1.39] | ​ | $ | [removed: 1.32] [added: 1.42] |

| Low | [added: ​] | [removed: 1.21] | [added: 1.11 |] ​ | | [removed: 1.29] [added: 1.21] | ​ | | [removed: 1.22] [added: 1.29] |

| Average | [added: ​] | [removed: 1.32] | [added: 1.21 |] ​ | | [removed: 1.35] [added: 1.32] | ​ | | [removed: 1.26] [added: 1.35] |

| Chinese yuan | [added: ​] | [added: |] ​ | ​ | | [added: ​] | ​ | | |

| High | [added: ​ |] $ | [removed: 0.16] [added: 0.15] | ​ | $ | 0.16 | ​ | $ | [removed: 0.15] [added: 0.16] |

| Low | [added: ​] | [removed: 0.15] | [added: 0.14 |] ​ | | [removed: 0.14] [added: 0.15] | ​ | | 0.14 |

| Average | [added: ​] | [removed: 0.15] | [added: 0.14 |] ​ | | 0.15 | ​ | | [removed: 0.14] [added: 0.15] |

| Canadian dollar | [added: ​] | [added: |] ​ | ​ | | [added: ​] | ​ | | |

| High | [added: ​ |] $ | [removed: 0.81] [added: 0.78] | ​ | $ | [removed: 0.83] [added: 0.81] | ​ | $ | [removed: 0.77] [added: 0.83] |

| Low | [added: ​] | [removed: 0.78] | [added: 0.73 |] ​ | | [removed: 0.75] [added: 0.78] | ​ | | [removed: 0.71] [added: 0.75] |

| Average | [added: ​] | [removed: 0.79] | [added: 0.74 |] ​ | | [removed: 0.78] [added: 0.79] | ​ | | [removed: 0.74] [added: 0.78] |

The effects of a hypothetical simultaneous 10% appreciation in the U.S. dollar from June 30, [removed: 2022] [added: 2023] 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 [removed: (annualized)] | | $ | [removed: 4,618] [added: 10,101] |

| Decrease in translation of net assets of foreign subsidiaries | ​ | | [removed: 74,218] [added: 90,354] |

| Additional transaction losses | ​ | | [removed: 3,177] [added: 4,593] |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

| ​ | | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

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

[removed: Over the last ten years,] [added: Since 2013,] we have been implementing a disciplined strategy to accelerate growth [removed: 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 [removed: 2022] [added: 2023] we have [removed: acquired sixteen] [added: acquired, agreed to acquire, or made investments in nineteen] companies that have expanded the product offerings and geographic footprint of both operating [removed: segments.][added: segments, including the acquisition of Namocell, Inc. at the beginning of fiscal year 2023, and entering into an agreement to acquire Lunaphore SA.]

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

The Protein Sciences segment is the larger of our two segments, representing about [removed: 75%] [added: 74%] of our net sales in fiscal [removed: 2022.][added: 2023.]

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 [removed: an agreement entered into in fiscal 2022 to invest] [added: a 19.9% investment] in [added: –] and [removed: potentially acquire] [added: eventual acquisition of –] Wilson [removed: Wolf Manufacturing Company,] [added: Wolf,] 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 [added: the] products we have or are developing to provide a more complete offering for the cell and gene therapy market.

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

In addition, [removed: subsequent to] [added: in the first quarter of] fiscal [removed: 2022,] [added: 2023,] we closed on the acquisition of Namocell, Inc., [removed: a] leading provider of [added: simple] single cell sorting and dispensing platforms that are gentle to cells and therefore preserve cell viability and integrity.

Our customers for this segment include researchers in [removed: academia, government] [added: academia] and industry (chiefly pharmaceutical and biotech companies as well as contract research organizations).

This segment also sells to diagnostic/companion diagnostic and therapeutic customers, [removed: including] [added: especially] customers engaged in the development of cell- and gene-based therapies.

Our biologics line of products in the Analytical Solutions division is used chiefly by production and quality control departments at [removed: biotech and pharmaceutical companies.]

We sell our products directly to customers who are primarily located in North America, Europe and China, as well as through a distribution agreement with [added: Thermo] Fisher Scientific.

[added: Our sales are widely] distributed, and no single end-user customer accounted for more than 10% of the Protein Sciences segment’s net sales during fiscal [added: 2023,] 2022, [removed: 2021 and 2020.][added: or 2021.]

The Diagnostics and Genomics segment, representing about [removed: 25%] [added: 26%] of our net revenues in fiscal [removed: 2022, is comprised of] [added: 2023, includes] three divisions and is focused primarily on the diagnostics market and includes spatial biology, liquid biopsy, molecular diagnostics kits and products, and diagnostics reagents.

We sell our products directly to those customers who are primarily located in North America, [removed: Europe] [added: Europe,] and China, and through distributors elsewhere.

No customer accounted for 10% or more of the reporting segment’s consolidated net sales during fiscal years [removed: 2022, 2021] [added: 2023, 2022] or [removed: 2020.][added: 2021.]

No single supplier is material, although for some components that require particular [added: specifications or regulatory or other qualifications there may be a single supplier or a limited number of suppliers that can readily provide such components.]

We utilize a number of techniques to address potential disruption in and other risks relating to our supply chain, which in certain cases [removed: includes,] [added: includes] the use of safety stock, alternative materials, and qualification of multiple supply sources.

There was no significant backlog of orders for our products as of the date of this Annual Report on Form 10-K or as of a comparable date for fiscal [removed: 2022.][added: 2023.]

In fiscal [removed: 2022,] [added: 2023,] we introduced over [removed: 1,000] [added: 1,600] new products.

[removed: While this is an area of focus for the Company, there is] no assurance that any of the products in the research and development phases can be successfully completed or, if completed, can be successfully introduced into the marketplace.

Through its subsidiaries, Bio-Techne employed approximately [removed: 3,000] [added: 3,050] full-time and part-time employees as of June 30, [removed: 2022,] [added: 2023,] of whom approximately [removed: 2,300] [added: 2,400] were employed in the United States and approximately 650 outside the United States.

Bio-Techne is committed to attracting, developing, [removed: engaging] [added: engaging,] and retaining the best people possible from around the world to sustain and grow our leadership position in life sciences tools and diagnostics.

To further amplify our desired behaviors, we have an annual employee recognition program in which we ask for nominations and recognize winning individuals and teams [removed: form] across our business who have best demonstrated our EPIC values.

In [removed: 2021, 73%] [added: 2023, 62%] of our global workforce participated, and [removed: 87%] [added: 77%] of those who responded provided [removed: positive] [added: favorable] feedback.

While these responses were [added: quite] positive, our management used the responses to inform and shape our future employee-focused initiatives.

These initiatives in the past have resulted in changes in programs and policies, including expansion of our management and leadership development programs, addition of a parental leave program, expansion of our incentive programs to include annual cash bonuses to all employees, introduction of flexible [removed: working] [added: working, addition of an internal communications function, leadership engagement focused on transparency] and [removed: expanding] [added: stronger feedback follow-up, and expansion of] the breadth [added: and resources] of our Employee Resource Groups (ERGs).

We believe a diverse workforce and culture of belonging [removed: are both essential] [added: is central] to drive innovation, fuel growth and help ensure our technologies and products effectively serve a global customer base.

[removed: They] [added: One of the centerpieces of our talent development strategy is our ERGs, coordinated under the guidance of our executive-sponsored Employee Resource Group Council; they] offer mentorship, support and engagement to help our employees, including those from underrepresented groups, succeed and thrive.

As of June 30, [removed: 2022,] [added: 2023,] we had 10 ERGs operating globally.

As of June 30, [removed: 2022,] [added: 2023,] 49% of our total employee population was female, and [removed: 46%] [added: 45%] of our managerial employees were female.

In the United States, [removed: 37%] [added: 38%] of our total employee population identified as nonwhite and [removed: 36%] [added: 26%] of our managerial employees identified as nonwhite.

[removed: We believe] [added: Bio-Techne believes] that sustaining [removed: our] [added: its] profitable growth will require a continued focus on recruiting and retaining top, diverse talent.

We engage in a variety of recruiting strategies intended to locate and identify qualified [removed: candidates,] [added: candidates] and [removed: to maintain] [added: create] a talent pipeline.

[removed: In fiscal 2022,] [added: Last year,] we bolstered our recruitment and retention efforts by expanding eligibility to receive stock options [removed: and annual cash bonuses.][added: deeper into the organization.]

The Company [added: therefore] seeks to cultivate a culture of empowerment and collaboration, [removed: allowing] [added: where] employees [removed: to understand] [added: can observe] the impact of their [removed: efforts] [added: efforts,] and [added: where they] see opportunities [removed: for career growth.][added: both laterally and vertically.]

We believe that our focus and investment in recruitment and retention contributed to our inclusion on the Forbes list [added: in fiscal 2022] as one of America’s Best Midsize Employers as well as one of the Best Employers for Diversity.

We believe [removed: our] [added: that Bio-Techne’s] sustained efforts [removed: to enhance] [added: on] recruitment and retention will [removed: allow us] [added: fortify our resilience and ability] to remain [removed: resilient and] productive in the face of increased employee mobility and economic [removed: challenge.][added: challenges.]

Bio-Techne invests in people development [removed: with] [added: in] the belief that growing and promoting employees from within the Company creates a more sustainable organization.

at the end of the year.

We also completed a 19.9% investment in Wilson Wolf Corporation (“Wilson Wolf”) this year, and will acquire the remaining ownership in Wilson Wolf by the end of calendar year 2027, if not earlier due to its achievement of revenue or earnings before interest, taxes, depreciation, and amortization (“EBITDA”) targets.

biotech and pharmaceutical companies.

While this is an area of focus for the Company, there is

We assess our engagement performance through regular consultation with our managers.

In fiscal year 2023, we empowered work/life integration through hybrid work models wherever feasible, continued to cultivate belonging and inclusion through deepened investment of resources to our ERGs, and paved the path for career growth through the personalized development and implementation of individual action plans.

In FY23, we further expanded these efforts by expanding our Long-Term Incentive program strategy to include a combination of stock options and restricted stock units, instead of exclusively stock options.

Bio-Techne continues to offer a referral bonus with the understanding that this is one of our most successful sourcing methods.

In addition to pay and benefits, Bio-Techne believes that the ability to retain employees requires an environment where they can work productively and where there are opportunities to grow and advance.

The last fiscal year continued to see considerable employee mobility across all industries, including the biotechnology industry, but we nonetheless significantly reduced our attrition rate to maintain durable stability across our enterprise.

Bio-Techne also encourages and supports employees who wish to supplement their growth through external training and education.

We actively monitor and adjust our crisis management plan and response protocol to protect our employees.

At Bio-Techne, all employees are empowered and

As fiscal year 2023 finally saw the end of the COVID-19 pandemic, the Company carefully managed all employees’ return to their worksites, permitting hybrid work schedules wherever feasible, and prioritizing a safe workplace.

●U.S. Federal Anti-Kickback Statute prohibits persons from knowingly and willfully soliciting, offering, receiving or providing remuneration (including any kickback or bribe), directly or indirectly, in exchange for

by government officials.

| Shane Bohnen | | 48 | | Senior Vice President, General Counsel & Corp. Secretary | | 2023 |

President, Finance at Thermo Fisher Scientific, and in financial roles at Honeywell International.

Shane Bohnen was promoted to General Counsel and Corporate Secretary on March 3, 2023, and has been an attorney on the Company’s legal team since July 2019.

Prior to joining Bio-Techne, Mr. Bohnen spent 10 years in private practice as a life sciences litigator, followed by seven years as in-house corporate counsel with an expansive breadth of responsibility and global scope.

Our sales are widely

specifications or regulatory or other qualifications there may be a single supplier or a limited number of suppliers that can readily provide such components.

One of the centerpieces of our talent development strategy is our ERGs.

In addition to pay and benefits, we believe one key to retention is to maintain an environment in which employees can work productively and enjoy opportunities to develop and advance.

The last fiscal year saw considerable employee turnover in all industries, including the biotechnology industry, and we were able to adapt and respond to turnover pressures in our industry to deliver strong growth and profitability.

Many of these programs are assigned to individuals specifically.

In addition, there are some programs available to employees in order to accelerate their own development.

The COVID-19 pandemic imposed new and unusual challenges in maintaining a safe workplace.

As an essential business providing key research and diagnostics products needed to confront the pandemic, Bio-Techne maintained operations while providing a safe work environment through staggered shifts, work from home protocols where possible, masking and vaccine requirements, and other significant safety measures.

and through the annual campaign week where employee contributions are matched by the Company.

inspection on a routine basis by the FDA.

mandates the adoption of standards relating to the privacy and security of patient identifiable health information and requires the reporting of certain security breaches with respect to such information.

If we, or certain third parties through which

| Brenda Furlow | | 64 | | Executive Vice President, General Counsel and Corporate Secretary | | 2014 |

Brenda Furlow joined the Company as General Counsel and Corporate Secretary on August 4, 2014.

Prior to joining Bio-Techne, Ms. Furlow served as general counsel for TomoTherapy, Inc. and Promega Corporation.

As of August [removed: 19, 2022,] [added: 18, 2023,] 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.

| For the fiscal year ended June 30, [removed: 2022,] [added: 2023,] or | |

As of December 31, [removed: 2021,] [added: 2022,] the aggregate market value of the Common Stock held by non-affiliates of the Registrant was [removed: $20.3] [added: $13.0] billion based upon the closing sale price as reported on The Nasdaq Stock Market [removed: ($517.34per] [added: ($82.88 per] share).

As of August [removed: 19, 2022, 39,212,033] [added: 16, 2023, 158,174,312] shares of the Company’s Common Stock ($0.01 par value) were outstanding.

Portions of the Company’s Proxy Statement for its [removed: 2022] [added: 2023] Annual Meeting of Shareholders are incorporated by reference into Part III.

| [Item 1A.](#ITEM1ARISKFACTORS_130055) | [Risk Factors](#ITEM1ARISKFACTORS_130055) | [removed: 16] [added: 17] |

| [Item 1B.](#ITEM1BUNRESOLVEDSTAFFCOMMENTS_541500) | [Unresolved Staff Comments](#ITEM1BUNRESOLVEDSTAFFCOMMENTS_541500) | [removed: 29] [added: 30] |

| [Item 2.](#ITEM2PROPERTIES_297355) | [Properties](#ITEM2PROPERTIES_297355) | [removed: 29] [added: 30] |

| [Item 4.](#ITEM4MINESAFETYDISCLOSURES_813807) | [Mine Safety Disclosures](#ITEM4MINESAFETYDISCLOSURES_813807) | [removed: 30] [added: 31] |

| [Item 5.](#ITEM5MARKETFORTHEREGISTRANTSCOMMONEQUITY) | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#ITEM5MARKETFORTHEREGISTRANTSCOMMONEQUITY) | [removed: 30] [added: 31] |

| [Item 6.](#ITEM6SELECTEDFINANCIALDATA_415881) | [Selected Financial Data](#ITEM6SELECTEDFINANCIALDATA_415881) | [removed: 32] [added: 33] |

| [Item 7.](#ITEM7MANAGEMENTSDISCUSSIONANDANALYSISOFF) | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#ITEM7MANAGEMENTSDISCUSSIONANDANALYSISOFF) | [removed: 32] [added: 33] |

| [Item 9.](#ITEM9CHANGESINANDDISAGREEMENTSWITHACCOUN) | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#ITEM9CHANGESINANDDISAGREEMENTSWITHACCOUN) | [removed: 83] [added: 85] |

| [Item 9A.](#ITEM9ACONTROLSANDPROCEDURES_526833) | [Controls and Procedures](#ITEM9ACONTROLSANDPROCEDURES_526833) | [removed: 83] [added: 85] |

| [Item 9B.](#ITEM9BOTHERINFORMATION_754197) | [Other Information](#ITEM9BOTHERINFORMATION_754197) | [removed: 84] [added: 86] |

| [Item 10.](#ITEM10DIRECTORSEXECUTIVEOFFICERSANDCORPO) | [Directors, Executive Officers](#ITEM10DIRECTORSEXECUTIVEOFFICERSANDCORPO) | [removed: 85] [added: 87] |

| [Item 11.](#ITEM11EXECUTIVECOMPENSATION_411916) | [Executive Compensation](#ITEM11EXECUTIVECOMPENSATION_411916) | [removed: 85] [added: 87] |

| [Item 12.](#ITEM12SECURITYOWNERSHIPOFCERTAINBENEFICI) | [Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters](#ITEM12SECURITYOWNERSHIPOFCERTAINBENEFICI) | [removed: 85] [added: 87] |

| [Item 13.](#ITEM13CERTAINRELATIONSHIPSANDRELATEDTRAN) | [Certain Relationships and Related Transactions, and Director Independence](#ITEM13CERTAINRELATIONSHIPSANDRELATEDTRAN) | [removed: 85] [added: 87] |

| [Item 14.](#ITEM14PRINCIPALACCOUNTINGFEESANDSERVICES) | [Principal Accounting Fees and Services](#ITEM14PRINCIPALACCOUNTINGFEESANDSERVICES) | [removed: 85] [added: 87] |

| [Item 15.](#ITEM15EXHIBITSFINANCIALSTATEMENTSCHEDULE) | [Exhibits, Financial Statement Schedules](#ITEM15EXHIBITSFINANCIALSTATEMENTSCHEDULE) | [removed: 86] [added: 88] |

| | [SIGNATURES](#SIGNATURES_814919) | [removed: 90] [added: 92] |

[removed: Business] [added: Strategic] and [removed: Strategic] [added: Operational] Risks

| | ● | If we cannot adjust our manufacturing capacity or [added: the] purchases required for our manufacturing activities to reflect changes in market conditions or customer demand, our business and financial results may suffer. In addition, our reliance upon sole or limited sources of supply for certain materials, components and services can cause production interruptions, delays and inefficiencies. |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statement of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant period pursuant to Section 240.10D-1(b).

Economic and Industry

Operational Risks

The Company owns a [removed: 17,000] [added: 16,000] square foot facility that its Bio-Techne Europe subsidiary occupies in Abingdon, England.

This facility is utilized by the Company’s Protein Sciences [removed: and Diagnostics and Genomics segments.][added: segment.]

The Company leases the following material facilities, [removed: all of] which are [removed: primarily] utilized by [removed: 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 [added: Company’s] Protein Sciences segment [removed: and] the Diagnostics & Genomics segment.

| Bio-Techne Ltd | | Langley, United Kingdom | | Warehouse | | [removed: 14,300] [added: 12,000] |

| Bio-Techne China | | Shanghai and Beijing, China | | Office/warehouse | | [removed: 25,500] [added: 29,200] |

| PrimeGene | | Shanghai, China | | Office/manufacturing/lab | | [removed: 20,600] [added: 79,900] |

| Novus Biologicals | | Centennial, Colorado | | Office/warehouse | | [removed: 29,400] [added: 74,000] |

| CyVek | | Wallingford, Connecticut | | Office/manufacturing/warehouse | | [removed: 17,500] [added: 22,700] |

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

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.

The facility replaces a current leased facility in the same location that will terminate upon completion of construction of the new facility.

The Company believes the owned and leased properties, inclusive of the leased property in Colorado, are adequate to meet its occupancy needs in the foreseeable future.

As of August [removed: 19, 2022,] [added: 16, 2023,] there were over [removed: 121,000] [added: 150,000] beneficial shareholders of the Company’s common stock and over [removed: 148] [added: 140] shareholders of record.

The Company paid annual cash dividends totaling [removed: $50.2] [added: $50.3] million, [removed: $49.6] [added: $50.2] million, and [removed: $48.9] [added: $49.6] million in fiscal [added: 2023,] 2022, [removed: 2021,] and [removed: 2020,] [added: 2021,] respectively.

[removed: In connection with the acquisition of Exosome Diagnostics, Inc. on] [added: On] August [removed: 1, 2018,] [added: 31, 2022,] the Company entered into [removed: a new credit facility] [added: an amended and restated Credit Agreement] that provides for a revolving credit facility of [removed: $600 million,] [added: $1 billion,] which can be increased by an additional [removed: $200] [added: $400] million subject to certain [removed: conditions, and a term loan of $250 million.][added: conditions.]

The credit facility is governed by a Credit Agreement dated August [removed: 1, 2018] [added: 31, 2022] and matures on August 1, [removed: 2023.][added: 2027.]

During the years ended June 30, [removed: 2022] [added: 2023] and June 30, [removed: 2021,] [added: 2022,] the Company repurchased [removed: 394,238] [added: 222,000] shares of its common stock at an average share price of [removed: $408.26] [added: $88.12] and [removed: 120,000] [added: 1,576,952] shares at an average share price of [removed: $359.82,] [added: $102.06,] respectively.

The Company repurchased [removed: 89,238] [added: 356,952] shares for $41.3 million in fiscal 2022 under the previous plan.

The Company repurchased [removed: 305,000] [added: 1,220,000] shares for $119.7 million in fiscal 2022 under the new share repurchase plan.

As of June 30, [removed: 2022,] [added: 2023,] the Company had [removed: $280.3] [added: $260.8] million available to repurchase under our existing plan.

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

[added: The] Company became part of the S&P 500 Index during fiscal 2022.

[removed: ][added: ]

Prior period results have been adjusted to reflect the four-for-one stock split effected in the form of a stock dividend on November 29,2022.

See Note 1 for details.

In fiscal 2023, the Company repurchased 222,000 for $19.6 million also under the new share repurchase plan.

The

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

| ​ | [added: *​* |] Year Ended June 30, | | | | | | [removed: | |]

| ​ | [removed: 2022] [added: *​*] | [added: 2023] | [added: |] ​ | [removed: 2021] [added: 2022] | | ​ | [removed: 2020] [added: 2021] | |

| Net sales | [added: ​ |] $ | [removed: 1,105,599] [added: 1,136,702] | ​ | $ | [removed: 931,032] [added: 1,105,599] | ​ | $ | [removed: 738,691] [added: 931,032] |

| Cost of sales | [added: ​] | [removed: 349,103] | [added: 366,887 |] ​ | | [removed: 298,182] [added: 349,103] | ​ | | [removed: 255,497] [added: 298,182] |

| Gross margin | [added: ​] | [removed: 756,496] | [added: 769,815 |] ​ | | [removed: 632,850] [added: 756,496] | ​ | | [removed: 483,194] [added: 632,850] |

| Operating expenses: | [added: ​] | | [added: |] ​ | | | ​ | | |

| Selling, general and administrative | [added: ​] | [removed: 372,766] | [added: 378,378 |] ​ | | [removed: 324,951] [added: 372,766] | ​ | | [removed: 260,583] [added: 324,951] |

| Research and development | [added: ​] | [removed: 87,140] | [added: 92,493 |] ​ | | [removed: 70,603] [added: 87,140] | ​ | | [removed: 65,192] [added: 70,603] |

| Total operating expenses | [added: ​] | [removed: 459,906] | [added: 470,871 |] ​ | | [removed: 395,554] [added: 459,906] | ​ | | [removed: 325,775] [added: 395,554] |

| Operating income | [added: ​] | [removed: 296,590] | [added: 298,944 |] ​ | | [removed: 237,296] [added: 296,590] | ​ | | [removed: 157,419] [added: 237,296] |

| Other income (expense) | [added: ​] | [added: |] ​ | ​ | | ​ | ​ | | ​ |

| Interest expense | [added: ​] | [removed: (11,309)] | [added: (11,215) |] ​ | | [removed: (13,952)] [added: (11,309)] | ​ | | [removed: (19,197)] [added: (13,952)] |

| Interest income | [added: ​] | [removed: 794] | [added: 3,410 |] ​ | | [removed: 473] [added: 794] | ​ | | [removed: 605] [added: 473] |

| Other non-operating income (expense), net | [added: ​] | [removed: 15,311] | [added: 47,520 |] ​ | | [removed: (75,642)] [added: 15,311] | ​ | | [removed: 137,650] [added: (75,642)] |

| Total other income (expense), net | [added: ​] | [removed: 4,796] | [added: 39,715 |] ​ | | [removed: (89,121)] [added: 4,796] | ​ | | [removed: 119,058] [added: (89,121)] |

| Earnings before income taxes | [added: ​] | [removed: 301,386] | [added: 338,659 |] ​ | | [removed: 148,175] [added: 301,386] | ​ | | [removed: 276,477] [added: 148,175] |

| Income taxes (benefit) | [added: ​] | [removed: 38,287] | [added: 53,217 |] ​ | | [removed: 8,590] [added: 38,287] | ​ | | [removed: 47,181] [added: 8,590] |

| Net earnings, including noncontrolling interest | [added: ​] | [removed: 263,099] | [added: 285,442 |] ​ | | [removed: 139,585] [added: 263,099] | ​ | | [removed: 229,296] [added: 139,585] |

| Net earnings (loss) attributable to noncontrolling interest | [added: ​] | [removed: (8,952)] | [added: 179 |] ​ | | [removed: (825)] [added: (8,952)] | ​ | | [removed: —] [added: (825)] |

| Net earnings attributable to Bio-Techne | [added: ​ |] $ | [removed: 272,051] [added: 285,263] | ​ | $ | [removed: 140,410] [added: 272,051] | ​ | $ | [removed: 229,296] [added: 140,410] |

| Other comprehensive income (loss): | [added: ​] | | [added: |] ​ | | | ​ | | |

| Foreign currency translation adjustments | [added: ​] | [removed: (32,241)] | [added: 4,191 |] ​ | | [removed: 32,951] [added: (32,241)] | ​ | | [removed: (9,963)] [added: 32,951] |

| Unrealized gains (losses) on derivative instruments - cash flow hedges, net of tax amounts disclosed in Note 8 | [added: ​] | [removed: 14,262] | [added: 4,793 |] ​ | | [removed: 7,060] [added: 14,262] | ​ | | [removed: (3,715)] [added: 7,060] |

| Other comprehensive income (loss) | [added: ​] | [removed: (17,979)] | [added: 9,103 |] ​ | | [removed: 40,011] [added: (17,979)] | ​ | | [removed: (13,678)] [added: 40,011] |

| Other comprehensive income (loss) attributable to noncontrolling interest | [added: ​] | [removed: (70)] | [added: (33) |] ​ | | [removed: 103] [added: (70)] | ​ | | [removed: —] [added: 103] |

| Other comprehensive income (loss) attributable to Bio-Techne | [added: ​] | [removed: (17,909)] | [added: 9,136 |] ​ | | [removed: 39,908] [added: (17,909)] | ​ | | [removed: (13,678)] [added: 39,908] |

| Comprehensive income attributable to Bio-Techne | [added: ​ |] $ | [removed: 254,142] [added: 294,399] | ​ | $ | [removed: 180,318] [added: 254,142] | ​ | $ | [removed: 215,618] [added: 180,318] |

| Earnings per share attributable to [removed: Bio-Techne:] [added: Bio-Techne(1):] | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | [added: ​ |]

| Weighted average common shares [removed: outstanding:] [added: outstanding(1):] | [added: ​] | | [added: |] ​ | | | ​ | | |

| ​ | [added: |] June 30, | | | | |

| ​ | [removed: 2022] [added: *​*] | [added: 2023] | [removed: ​] | [added: 2022 | |] 2021 | |

| ASSETS | [added: |] ​ | | | ​ | |

| Current assets: | [added: |] ​ | | | ​ | |

| Cash and cash equivalents [added: at beginning of period] | [removed: $] [added: ​] | [removed: 172,567] | [removed: ​] [added: 172,567] | [removed: $] | 199,091 | [added: | 146,625 |]

| Short-term available-for-sale investments | [added: ​] | [removed: 74,462] | [added: 23,739 |] ​ | | [removed: 32,463] [added: 74,462] |

| Accounts receivable, less allowance for doubtful accounts of [removed: $2,568] [added: $4,738] and [removed: $1,229,] [added: $2,568,] respectively | [added: ​] | [removed: 194,548] | [added: 218,468 |] ​ | | [removed: 145,385] [added: 194,548] |

| Inventories | [added: ​] | [removed: 141,123] | [added: 171,638 |] ​ | | [removed: 116,748] [added: 141,123] |

| Other current assets | [added: ​] | [removed: 22,856] | [added: 27,066 |] ​ | | [removed: 16,919] [added: 22,856] |

| Total current assets | [added: ​] | [removed: 605,556] | [added: 621,482 |] ​ | | [removed: 510,606] [added: 605,556] |

| Property and equipment, net | [added: ​] | [removed: 223,242] | [added: 226,200 |] ​ | | [removed: 207,907] [added: 223,242] |

| ​ | *​* | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Foreign currency translation reclassified to earnings with Eminence deconsolidation | ​ | ​ | 119 | ​ | ​ | — | ​ | ​ | — |

| Basic | ​ | $ | 1.81 | ​ | $ | 1.73 | ​ | $ | 0.91 |

| Diluted | ​ | $ | 1.76 | ​ | $ | 1.66 | ​ | $ | 0.87 |

| Basic | ​ | | 157,179 | ​ | | 156,874 | ​ | | 154,986 |

| Diluted | ​ | | 161,855 | ​ | | 164,114 | ​ | | 161,932 |

(1) Prior period results have been adjusted to reflect the four-for-one stock split effected in the form of a stock dividend on November 29, 2022.

See Note 1 for details.

| ​ | | ​ | ​ | ​ | ​ | ​ |

| Cash and cash equivalents | ​ | $ | 180,571 | ​ | $ | 172,567 |

| Contingent consideration payable | ​ | | 3,500 | ​ | | — |

| ​ | ​ | | | ​ | | |

| Additional paid-in capital(1) | ​ | | 721,543 | ​ | | 652,467 |

(1) Prior period results have been adjusted to reflect the four-for-one stock split effected in the form of a stock dividend on November 29, 2022.

See Note 1 for details.

| Reclassification of cumulative translation adjustment for Eminence to non-operating income | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 152 | ​ | ​ | (33) | ​ | ​ | 119 |

| Elimination of noncontrolling equity interest from sale of Eminence | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 613 | ​ | ​ | 613 |

| Net earnings | | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 285,263 | ​ | ​ | ​ | ​ | ​ | 179 | ​ | ​ | 285,442 |

| Share repurchases | | (222) | ​ | ​ | (2) | ​ | ​ | ​ | ​ | ​ | (19,560) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (19,562) |

| Cash dividends | | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (50,285) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (50,285) |

| Balances at June 30, 2023 | | 157,642 | ​ | $ | 1,576 | ​ | $ | 721,543 | ​ | $ | 1,309,461 | ​ | $ | (66,064) | ​ | $ | — | ​ | $ | 1,966,516 |

(1) Prior period results have been adjusted to reflect the four-for-one stock split effected in the form of a stock dividend on November 29, 2022.

See Note 1 for details.

| ​ | | ​ | ​ | ​ | ​ | ​ | ​ |

| Gain on sale of CCXI investment | ​ | | (37,176) | | — | | — |

| (Gain) loss on equity method investment | ​ | ​ | 1,143 | ​ | — | ​ | — |

| Gain on sale of Eminence | ​ | ​ | (11,682) | ​ | — | ​ | — |

| Proceeds from sale of CCXI investment | ​ | ​ | 73,219 | ​ | — | ​ | — |

| Proceeds from sale of Eminence | ​ | | 17,824 | | — | ​ | — |

| Investment in Wilson Wolf | ​ | ​ | (232,000) | ​ | — | ​ | — |

| Repayments of long-term debt | ​ | | (525,661) | | (175,500) | | (271,500) |

At the 2022 annual meeting of shareholders of the Company held on October 27, 2022, the shareholders approved an amendment and restatement of the Company’s articles of incorporation to increase the number of authorized shares of the Company’s common stock from 100,000,000 to 400,000,000.

On November 1, 2022, the Company’s board of directors approved and declared a four-for-one split of the Company’s common stock in the form of a stock dividend.

Each stockholder of record on November 14, 2022 received three additional shares of common stock for each then-held share, which were distributed after close of trading on November 29, 2022.

All share and per share amounts presented herein have been retroactively adjusted to reflect the impact of the stock split.

As noted below, Eminence was sold during the first fiscal quarter of 2023.

The Company tests goodwill for impairment by either performing a qualitative evaluation or a quantitative test.

The qualitative evaluation for goodwill is an assessment of factors including reporting unit specific operating results as well as industry and market conditions, overall financial performance, and other relevant events and factors to determine whether it is more likely than not that the fair values of a reporting unit is less than its carrying amount, including goodwill.

The Company may elect to bypass the qualitative assessment for its reporting units and perform a quantitative test.

For fiscal 2023, we elected to perform a qualitative analysis for all five reporting units.

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

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

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

| Basic | | 39,219 | ​ | | 38,747 | ​ | | 38,201 |

| Diluted | | 41,029 | ​ | | 40,483 | ​ | | 39,401 |

| ​ | ​ | ​ | ​ | ​ | ​ |

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

| Long-term contingent consideration payable | | 5,000 | ​ | | 25,400 |

| Additional paid-in capital | | 653,657 | ​ | | 534,411 |

| Balances at June 30, 2019 | | 37,934 | ​ | $ | 379 | ​ | $ | 316,797 | ​ | $ | 931,934 | ​ | $ | (83,521) | ​ | $ | — | ​ | $ | 1,165,589 |

| Net earnings | | ​ | ​ | | ​ | ​ | | | ​ | | 229,296 | ​ | | | ​ | | | ​ | | 229,296 |

| Share repurchases | | (279) | ​ | | (3) | ​ | | ​ | ​ | | (50,109) | ​ | | | ​ | | | ​ | | (50,112) |

| Surrender and retirement of stock to exercise option | ​ | (2) | ​ | | — | ​ | | (400) | ​ | | ​ | ​ | | | ​ | | | ​ | | (400) |

| Cumulative effect adjustments due to adoption of new accounting standards and other | | ​ | ​ | ​ | ​ | ​ | | | ​ | | (276) | ​ | | ​ | ​ | | | ​ | | (276) |

| Non-controlling interest in Eminence | | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | — |

| Gain on escrow settlement | | — | | — | | (7,170) |

| Cash dividends | | (50,185) | | (49,622) | | (48,902) |

| Payments on line-of-credit | | (175,500) | | (271,500) | | (188,500) |

| Cash and cash equivalents at beginning of period | | 199,091 | | 146,625 | | 100,886 |

A recognized tax

The Company adopted ASU 2016-13 on July 1, 2020, which reflects the expected credit losses on financial instruments within its scope, including trade receivables.

Refer to the Recently Adopted Accounting Pronouncements section of Note 1 for further details.

liabilities.

In fiscal year 2020, the Company accelerated the amortization of a certain trade name based on the Company’s planned integration of the products under that acquired trade name into a legacy brand.

The accelerated amortization resulted in $1.3 million in additional amortization expense in fiscal 2020 and $0.6 million in fiscal 2021.

development and commercialization of the assets indicated that it is more likely than not that the fair value of the acquired assets are less than its carrying amount.

In the second quarter of fiscal 2022, Eminence notified the Company of its need for additional capital to execute its growth plan.

The Company first attempted to find outside equity financing support for the Eminence investment but was unable to do so.

The Company then reviewed the additional financing needs required to successfully ramp Eminence’s business, which ultimately did not meet the Company’s return on capital requirements.

Therefore, the Company did not provide additional funding to Eminence.

As a result of not obtaining additional financing, Eminence notified the Company of its plans to cease operations and liquidate its business.

Given the anticipated liquidation process to dispose of the Eminence assets, the Company identified a triggering event and performed impairment testing during the second quarter of fiscal 2022.

The impairment charges recorded within Net Earnings Attributable to Bio-Techne were reduced by approximately $8 million recorded within Net Earnings Attributable to Noncontrolling Interests.

The remaining net tangible assets of Eminence included in our Consolidated Balance Sheet as of June 30, 2022, were $4.3 million and primarily consisted of fixed assets and related deposits of $3.1 million, inventory of $0.6 million, receivables of $0.4 million, and other current assets of $0.1 million.

The Company also had $4.5 million related to current liabilities.

The Company holds a financial interest of approximately 57.4% in those tangible assets in the upcoming liquidation process.

2022 _Goodwill Impairment Analyses_

A quantitative assessment involves comparing the carrying value of the reporting unit, including goodwill, to its estimated fair value.

Carrying value is based on the assets and liabilities associated with the operations of the reporting unit, which often requires the allocation of shared or corporate items among reporting units.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, [removed: 2022,] [added: 2023,] our disclosure controls and procedures were effective.

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, [removed: 2022.][added: 2023.]

There were no other changes in the Company’s internal control over financial reporting during fiscal year [removed: 2022] [added: 2023] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

As previously announced, we acquired Namocell Inc on July 1, 2022.

With the completion of final financial integration activities, the Company’s operations have been incorporated into our assessment of internal control over financial reporting as of June 30, 2023.

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.

During the three months ended June 30, 2023, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in item 408(a) of Regulation S-K.

None.

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 [removed: 2021] [added: 2023] 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 [removed: 2022] [added: 2023] 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 [removed: 2022] [added: 2023] 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 [removed: 2022] [added: 2023] 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.

[removed: 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.

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 2023

Consolidated Statements of Earnings and Comprehensive Income for the Years Ended June 30, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020][added: 2021]

Consolidated Balance Sheets as of June 30, [removed: 2022] [added: 2023] and [removed: 2021][added: 2022]

Consolidated Statements of Shareholders’ Equity for the Years Ended June 30, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020][added: 2021]

Consolidated Statements of Cash Flows for the Years Ended June 30, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020][added: 2021]

Notes to Consolidated Financial Statements for the Years Ended June 30, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020][added: 2021]

for Form 10-K for the [removed: 2022] [added: 2023] Fiscal Year

| 3.1 | ​ | | [Amended and Restated Articles of Incorporation of the [removed: Company--incorporated] [added: Company—incorporated] by reference to Exhibit 3.1 of the Company’s [removed: Form 10-Q] [added: 8-K] dated [removed: February 9, 2015*](https://www.sec.gov/Archives/edgar/data/842023/000143774915002131/ex3-1.htm)] [added: November 1, 2022*](https://www.sec.gov/Archives/edgar/data/842023/000155837022015710/tmb-20221027xex3.htm)] |

| 4.1 | ​ | | [Description of Capital Stock -- attached as Exhibit 4.1 [removed: hereto](https://www.sec.gov/Archives/edgar/data/842023/000155837022013935/tmb-20220630xex4d1.htm)] [added: hereto](https://www.sec.gov/Archives/edgar/data/842023/000155837023015226/tmb-20230630xex4d1.htm)] |

| 10.4 | ​ | | [Form of Performance Vesting Restricted Stock [removed: 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) |

| 10.16 | ​ | [removed: [Credit] [added: [Amended and Restated Credit] Agreement by and among the Company, the Guarantors party thereto, the Lenders party thereto, and BMO Harris Bank N.A., as Administrative Agent, dated August [removed: 1, 2018--incorporated] [added: 31, 2022 -incorporated] by reference to Exhibit 10.1 of the Company’s Form 8-K dated [removed: August 2, 2018*](https://www.sec.gov/Archives/edgar/data/842023/000143774918014310/ex_119784.htm)] [added: September 7, 2022*](https://www.sec.gov/Archives/edgar/data/842023/000155837022014215/tmb-20220831xex10d1.htm)] | |

| [removed: 10.30] [added: 10.21] | ​ | [Form of Employee Non-Qualified Stock Option Agreement (Global) – incorporated by reference to Exhibit 10.3 of the Company’s Form 8-k dated November 3, 2020*](https://www.sec.gov/Archives/edgar/data/842023/000143774920022390/ex_211288.htm) | |

| [removed: 10.40] [added: 10.22] | ​ | [Form of Performance Vesting Cash Unit Agreement– incorporated by reference to Exhibit 10.4 of the Company’s Form 8-k dated November 3, 2020*](https://www.sec.gov/Archives/edgar/data/842023/000143774920022390/ex_211289.htm) | |

| [removed: 10.50] [added: 10.23] | ​ | [Form of Performance Vesting Incentive Stock Option Agreement– incorporated by reference to Exhibit 10.5 of the Company’s Form 8-k dated November 3, 2020*](https://www.sec.gov/Archives/edgar/data/842023/000143774920022390/ex_211290.htm) | |

| [removed: 10.60] [added: 10.24] | ​ | [Form of Performance Vesting Restricted Stock Agreement– incorporated by reference to Exhibit 10.6 of the Company’s Form 8-k dated November 3, 2020*](https://www.sec.gov/Archives/edgar/data/842023/000143774920022390/ex_211291.htm) | |

| [removed: 10.70] [added: 10.25] | ​ | [Form of Performance Vesting Restricted Stock Unit Agreement– incorporated by reference to Exhibit 10.7 of the Company’s Form 8-k dated November 3, 2020*](https://www.sec.gov/Archives/edgar/data/842023/000143774920022390/ex_211292.htm) | |

| [removed: 10.80] [added: 10.26] | ​ | [Form of Time Vesting Incentive Stock Option Agreement– incorporated by reference to Exhibit 10.8 of the Company’s Form 8-k dated November 3, 2020*](https://www.sec.gov/Archives/edgar/data/842023/000143774920022390/ex_211293.htm) | |

| [removed: 10.90] [added: 10.27] | ​ | [Form of Time Vesting Cash Unit Agreement– incorporated by reference to Exhibit 10.9 of the Company’s Form 8-k dated November 3, 2020*](https://www.sec.gov/Archives/edgar/data/842023/000143774920022390/ex_211294.htm) | |

| [removed: 20] [added: 10.28] | ​ | [Form of Time Vesting Restricted Stock Agreement– incorporated by reference to Exhibit 10.10 of the Company’s Form 8-k dated November 3, 2020*](https://www.sec.gov/Archives/edgar/data/842023/000143774920022390/ex_211295.htm) | |

| [removed: 20.1] [added: 10.29] | ​ | [Form of Time Vesting Restricted Stock Unit Agreement– incorporated by reference to Exhibit 10.11 of the Company’s Form 8-k dated November 3, 2020*](https://www.sec.gov/Archives/edgar/data/842023/000143774920022390/ex_211296.htm) | |

| 21 | | [Subsidiaries of the [removed: Company](https://www.sec.gov/Archives/edgar/data/842023/000155837022013935/tmb-20220630xex21.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/842023/000155837023015226/tmb-20230630xex21d1.htm)] | |

| 23 | ​ | [Consent of KPMG LLP, Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/842023/000155837022013935/tmb-20220630xex23.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/842023/000155837023015226/tmb-20230630xex23.htm)] | |

| 31.1 | ​ | [Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/842023/000155837022013935/tmb-20220630xex31d1.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/842023/000155837023015226/tmb-20230630xex31d1.htm)] | |

| 31.2 | ​ | [Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/842023/000155837022013935/tmb-20220630xex31d2.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/842023/000155837023015226/tmb-20230630xex31d2.htm)] | |

| 32.1 | ​ | [Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/842023/000155837022013935/tmb-20220630xex32d1.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/842023/000155837023015226/tmb-20230630xex32d1.htm)] | |

| 32.2 | ​ | [Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/842023/000155837022013935/tmb-20220630xex32d2.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/842023/000155837023015226/tmb-20230630xex32d2.htm)] | |

| 101 | ​ | The following financial statements from the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, [removed: 2022,] [added: 2023,] formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Consolidated Statements of Earnings and Comprehensive Income, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Shareholders’ Equity, (iv) the Consolidated Statements of Cash Flows, and (v) Notes to the Consolidated Financial Statements. | |

| 19 | ​ | [Bio-Techne’s Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/842023/000155837023015226/tmb-20230630xex19.htm) | |

| ​ | ​ | ​ | |

| Date: August [removed: 24, 2022] [added: 23, 2023] | ​ | /s/ Charles [added: R.] Kummeth | | |

| | ​ | | By: | Charles [added: R.] Kummeth |

| August [removed: 24, 2022] [added: 23, 2023] | ​ | /s/ Robert V. Baumgartner |

| August [removed: 24, 2022] [added: 23, 2023] | ​ | /s/ Julie Bushman |

| August [removed: 24, 2022] [added: 23, 2023] | ​ | /s/ Rupert Vessey |

| August [removed: 24, 2022] [added: 23, 2023] | ​ | /s/ Joseph Keegan, Ph.D. |

| August [removed: 24, 2022] [added: 23, 2023] | ​ | /s/ John L. Higgins |

| August [removed: 24, 2022] [added: 23, 2023] | ​ | /s/ Roeland Nusse, Ph.D. |

| August [removed: 24, 2022] [added: 23, 2023] | ​ | /s/ Alpna Seth, Ph.D. |

| August [removed: 24, 2022] [added: 23, 2023] | ​ | /s/ Randolph C. Steer, Ph.D., M.D. |

| August [removed: 24, 2022] [added: 23, 2023] | ​ | /s/ Charles [added: R.] Kummeth |

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

| August [removed: 24, 2022] [added: 23, 2023] | ​ | /s/ James Hippel |