Bio-Techne (TECH) 10-K risk factor changes: FY2024 vs FY2023

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, [added: public health crises,] 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.

International political, compliance and business factors, including the military conflict in [removed: Ukraine] [added: Ukraine, Israel’s conflict in Gaza,] and [removed: the United Kingdom’s withdrawal from] [added: trade tensions between] the [removed: European Union,] [added: U.S. and China,] can negatively impact our operations and financial results.

We engage in business globally, with approximately 43% of our sales revenue in fiscal [removed: 2023] [added: 2024] coming from outside the U.S. Changes, potential changes or uncertainties in social, political, regulatory, and economic conditions or laws and policies [added: 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.]

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

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

[removed: In addition to the impacts described above relating to COVID-19, research] [added: Research] and development spending by our customers and the availability of government research funding can fluctuate due to changes in available resources, mergers of pharmaceutical and biotechnology companies, spending priorities, general economic conditions and institutional and governmental budgetary policies.

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

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

While retention improved in fiscal [removed: 2023,] [added: 2024,] a number of our businesses and departments continued to face recruitment and retention challenges, and faced labor availability constraints and inflationary costs.

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 man-made or natural [removed: disasters, such as the COVID-19 pandemic.][added: disasters.]

Problems can arise during manufacturing for a variety of reasons, including equipment malfunction, failure to follow specific protocols and procedures, problems with reliable sourcing of raw materials or components, natural disasters and environmental factors, [removed: and] [added: and,] if not discovered before the product is released to [removed: market] [added: market,] can result in recalls and product liability exposure.

In addition, some of our businesses purchase certain [removed: requirements] [added: materials] from sole or limited source suppliers for reasons of quality assurance, regulatory requirements, cost effectiveness, availability or uniqueness of design.

Because we cannot always immediately adapt our production capacity and related cost structures to changing market conditions, at times our manufacturing capacity [removed: exceeds] [added: may exceed] or [removed: falls] [added: fall] short of our production requirements.

Climate [removed: change,] [added: change and/or related environmental risks,] or legal or regulatory measures to address climate [removed: change,] [added: change and/or related environmental risks,] may negatively affect us.

We operate globally, with manufacturing operations in China and the UK, and approximately 43% of our revenue in fiscal [removed: 2023] [added: 2024] was from outside the United States.

As of August [removed: 18, 2023,] [added: 16, 2024,] the Company had drawn [removed: $490] [added: $313] million under the Credit Agreement.

In fiscal [removed: 2023,] [added: 2024,] currency translation had [removed: an unfavorable] [added: a favorable] effect of [removed: $21] [added: approximately $6] million on revenues due to the [removed: strengthening] [added: value] of the U.S. dollar relative to other currencies in which the company sells products and services.

We have agreements relating to the sale of our products to government entities in the U.S. and elsewhere and, as a result, we are subject to various statutes and regulations that apply to companies doing business with the government (less than 3% of our fiscal [removed: 2023] [added: 2024] sales were made to the U.S. federal government).

For example, the previous U.S. administration increased tariffs on certain goods imported into the United States and trade tensions between the United States and China escalated, with each country imposing [removed: significant,] [added: significant] additional tariffs on a wide range of goods imported from the other country.

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 [removed: abuse (or] [added: abuse, or] the manufacture and sale of products containing any such [removed: materials).][added: materials.]

Failure to meet these requirements [added: may] adversely [removed: impacts] [added: impact] our business and financial results in the applicable geographies.

If the laboratory operations [removed: for the Company’s business] use or disclose PHI improperly under these privacy regulations, they may incur significant fines and other penalties for wrongful use or disclosure of PHI in violation of the privacy and security regulations, including potential civil and criminal fines and penalties.

At the beginning of this fiscal year, we completed the acquisition of Lunaphore SA, a leading developer of fully automated spatial biology solutions.

In addition, changes to laws or regulations pertraining to laboratory developed tests may adversely affect our business and financial results.

In the past three years, COVID-19 has had, and 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, imposed strict “stay-at-home” orders to manage the pandemic, which has significantly impacted the economy in that country and our business there.

While these restrictions have now lifted, if they were to be imposed again in China or elsewhere, our business could be materially impacted.

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.

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

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.

We also purchased a 19.9% investment in Wilson Wolf [added: in fiscal 2023] 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.

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 [removed: Changzhou Eminence Biotechnology Co., Ltd. (Eminence).][added: 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 [added: fiscal 2022.]

For fiscal [removed: 2022,] [added: 2024,] consolidated net sales increased [removed: 19%] [added: 2% to $1.2 billion] as compared to fiscal [removed: 2021.][added: 2023.]

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

Consolidated [added: net] earnings, including non-controlling interest, [removed: increased 88% in fiscal 2022] [added: decreased 41%] compared to fiscal [removed: 2021.][added: 2023.]

[removed: After adjusting for acquisition related costs,] [added: sale of acquired inventory,] intangibles amortization, [added: acquisition-related costs, certain litigation charges, gain on sale of investments,] stock-based compensation, restructuring [added: and restructuring-related] costs, [removed: the gain on investment,] [added: impairment of assets held-for-sale, impact of business held-for-sale,] and impact from partially-owned consolidated subsidiaries, adjusted net earnings [removed: increased 18%] [added: attributable to Bio-Techne decreased 11%] in fiscal [removed: 2022] [added: 2024] as compared to fiscal [removed: 2021.][added: 2023.]

Consolidated organic net sales exclude the impact of companies acquired during the first 12 months post-acquisition and the effect of the change from the prior year in exchange rates used to convert sales in foreign currencies (primarily the euro, British pound sterling, [removed: and] Chinese [removed: yuan)] [added: yuan, and Swiss franc)] into U.S. dollars.

| *​* | | [removed: 2023] [added: 2024] | | [removed: 2022] [added: 2023] | | [removed: 2021] [added: 2022] | |

| Organic sales growth | | [removed: 5] [added: 1] | % | [removed: 17] [added: 5] | % | [removed: 22] [added: 17] | % |

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

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

| Consolidated net sales growth | | [removed: 3] [added: 2] | % | [removed: 19] [added: 3] | % | [removed: 26] [added: 19] | % |

| ​ | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | |

| Protein Sciences | ​ | $ | [removed: 845,747] [added: 830,902] | ​ | $ | [removed: 832,311] [added: 845,747] | ​ | $ | [removed: 704,564] [added: 832,311] |

| Diagnostics and Genomics | ​ | | [removed: 292,602] [added: 326,392] | ​ | | [removed: 274,843] [added: 292,602] | ​ | | [removed: 227,744] [added: 274,843] |

| Intersegment | ​ | | [removed: (1,647)] [added: (2,387)] | ​ | | [removed: (1,555)] [added: (1,647)] | ​ | | [removed: (1,276)] [added: (1,555)] |

| Consolidated net sales | ​ | $ | [removed: 1,136,702] [added: 1,159,060] | ​ | $ | [removed: 1,105,599] [added: 1,136,702] | ​ | $ | [removed: 931,032] [added: 1,105,599] |

Organic growth for the segment was 4% for the fiscal year, with currency translation having an unfavorable impact of 2% [added: on revenue] and acquisitions having an immaterial impact on revenue growth.

In fiscal [removed: 2022,] [added: 2024,] Protein Sciences segment net sales [removed: increased 18%] [added: decreased 2%] compared to fiscal [removed: 2021.][added: 2023.]

Organic [removed: growth] [added: revenue] for the segment [removed: was 19%] [added: declined 2%] for the fiscal year, with [added: foreign] currency [removed: translation] [added: exchange] having [removed: an unfavorable] [added: a favorable] 1% impact on revenue.

In fiscal [removed: 2022,] [added: 2024,] Diagnostics and Genomics segment net sales increased [removed: 21%] [added: 12%] compared to fiscal [removed: 2021.][added: 2023.]

Organic growth for the segment was [removed: 10%] [added: 6%,] with acquisitions [removed: contributing 11%] [added: having a 5% impact] and [added: foreign] currency [removed: translation] [added: exchange] having [removed: an immaterial] [added: a favorable] impact [added: of 1%] on revenue growth.

Consolidated gross margins were [added: 66.4%,] 67.7%, [removed: 68.4%,] and [removed: 68.0%] [added: 68.4%] in fiscal [added: 2024,] 2023, [removed: 2022,] and [removed: 2021.][added: 2022.]

Excluding the impact of acquired inventory sold, amortization of intangibles, stock compensation expense, [added: restructuring] and [added: restructuring-related costs, impact of business held-for-sale, and] the impact of partially-owned consolidated subsidiaries, adjusted gross margins were [added: 71.0%,] 71.7%, [removed: 72.5%,] and [removed: 72.3%] [added: 72.5%] in fiscal [added: 2024,] 2023, [removed: 2022,] and [removed: 2021,] [added: 2022,] respectively.

Fiscal 2023 consolidated gross margin was unfavorably impacted by foreign currency exchange and strategic growth investments including the Namocell acquisition when compared to [removed: the prior period.][added: fiscal 2022.]

Consolidated gross margins for fiscal 2022 [removed: and fiscal 2021] were impacted as a result of volume leverage and product mix, partially offset by additional investments made in the business to support future growth.

A reconciliation of the reported consolidated gross margin percentages, adjusted for acquired inventory [removed: sold and] [added: sold,] intangible amortization included in cost of sales, [added: restructuring and restructuring-related expenses, and impact of business held-for-sale] is as follows:

| ​ | [added: *​*] | [removed: 2023] [added: 2024] | | [removed: 2022] [added: 2023] | | [removed: 2021] [added: 2022] | |

| Consolidated gross margin percentage | [added: ​] | [removed: 67.7] [added: 66.4] | % | [removed: 68.4] [added: 67.7] | % | [removed: 68.0] [added: 68.4] | % |

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

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

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

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

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

| Non-GAAP adjusted gross margin percentage | [added: ​] | [removed: 71.7] [added: 71.0] | % | [removed: 72.5] [added: 71.7] | % | [removed: 72.3] [added: 72.5] | % |

| ​ | *​* | [removed: 2023] [added: 2024] | | [removed: 2022] [added: 2023] | | [removed: 2021] [added: 2022] | |

| Protein Sciences | | [removed: 75.3] [added: 75.7] | % | [removed: 75.5] [added: 75.3] | % | [removed: 76.0] [added: 75.5] | % |

| Diagnostics and Genomics | | [removed: 61.2] [added: 58.7] | % | [removed: 63.1] [added: 61.2] | % | [removed: 60.5] [added: 63.1] | % |

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

As disclosed in Note 4, the Company completed the acquisition of Lunaphore for $169.7 million, in a cash-free, debt-free acquisition.

Foreign currency translation and a business held-for sale did not have a material impact.

Organic revenue growth was primarily driven by strong commercial execution in our Diagnostics and Genomics segment.

The decrease in earnings was driven by a non-recurring gain on the sale of our ChemoCentryx investment, a non-recurring gain on the sale of our investment in Changzhou Eminence Biotechnology Co., Ltd. (Eminence), and a non-recurring benefit related to the fair value of contingent consideration during fiscal 2023.

The decrease in fiscal 2024 was also impacted by impairment of assets held-for-sale, restructuring charges, and CEO transition related charges.

After adjusting for cost recognized upon

Adjusted net earnings attributable to Bio-Techne was primarily impacted by the acquisition of Lunaphore and unfavorable volume leverage within Protein Sciences.

| Impact of business held for sale | ​ | 0 | % | — | % | — | % |

| Other revenue(1) | ​ | ​ | 4,153 | ​ | ​ | — | ​ | ​ | — |

(1) Since December 31, 2023, the Company has a business that has met the held-for-sale criteria.

The year ended June 30, 2024 includes the six-month results of this business held-for-sale for the period starting December 31, 2023 through June 30, 2024 while the business has met the held-for-sale criteria.

A business within the Protein Sciences Segment met the criteria as held-for-sale since December 31, 2023.

The exclusion of third and fourth quarter of

fiscal 2024 sales related to a held-for-sale business reduced sales by 1%.

Segment revenue was impacted by broad based headwinds.

Segment growth was driven by broad based molecular diagnostics performance and Lunaphore.

Fiscal 2024 consolidated gross margin was impacted by the Lunaphore acquisition when compared to the prior period.

| ​ | *​* | ​ | ​ | ​ | ​ | ​ | |

| Restructuring and restructuring-related costs | ​ | 0.3 | % | — | % | — | % |

| Impact of business held-for-sale(2) | ​ | 0.1 | % | — | % | — | % |

(1) Includes the quarterly results of the partially-owned consolidated subsidiary prior to the sale of this partially-owned consolidated subsidiary to a third party in the first fiscal quarter of 2023 and the full fiscal year of 2022.

(2) Since December 31, 2023, the Company has a business that has met the held-for-sale criteria.

Fiscal year 2024 includes the six-month results of this business held-for-sale for the period starting December 31, 2023 through June 30, 2024 while the business has met the held-for-sale criteria.

The increase in the Protein Sciences segment’s gross margin percentage for fiscal 2024 as compared to fiscal 2023 was primarily attributable to the exclusion of a business held-for-sale.

The change in the Diagnostics and Genomics segment’s gross margin percentage for fiscal 2024 as compared to fiscal 2023 is due to the Lunaphore acquisition.

Selling, general, and administrative expenses increased primarily due to the Lunaphore acquisition, impairment of assets held-for-sale, certain litigation charges, restructuring and restructuring-related charges, and CEO transition charges.

| Legal fees | ​ | ​ | 3,506 | ​ | ​ | — | ​ | ​ | — |

| Impairment of assets held-for-sale | ​ | ​ | 21,963 | ​ | ​ | — | ​ | ​ | — |

Consolidated research and development expenses were composed of the following (in thousands):

During fiscal 2024, average monthly outstanding debt was higher than fiscal 2023 leading to increased interest expense compared to fiscal 2023.

During fiscal 2024, the Company recognized a gain of $0.3 million related to the sale of our exchange traded bond funds.

Additionally, the Company recognized losses of $6.8 million related to our equity method investment in Wilson Wolf.

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

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

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

| ​ | *​* | 2024 | | ​ | 2023 | | *​* | 2022 | | |

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

| Certain litigation charges | ​ | ​ | 3,506 | ​ | ​ | — | ​ | ​ | — | ​ |

| Impairment of assets held-for-sale | ​ | ​ | 21,963 | ​ | ​ | — | ​ | ​ | — | ​ |

| Impact of business held-for-sale(2) | ​ | ​ | (525) | ​ | ​ | — | ​ | ​ | — | ​ |

As disclosed in Note 4, the Company completed the acquisition of Namocell, Inc for $101.2 million, net of cash acquired, plus contingent consideration of up to $25 million upon the achievement of future milestones.

As further disclosed in Note 14, the Company closed on the acquisition of Lunaphore Technologies SA on July 7, 2023.

fiscal 2022.

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

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.

Adjusted earnings growth was primarily driven by sales growth.

Business Strategy Update

_Environmental_

*​*

The Company’s key business strategies for long-term growth and profitability continue to be geographic expansion, core product innovation, acquisitions and talent retention and development.

As a Company, we are integrating consideration of greenhouse gas emissions and other environmental variables into our key business strategies.

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.

In response to the COVID-19 pandemic, the Company took additional steps to monitor and strengthen our supply chain to maintain an uninterrupted supply of our critical products and services.

The Company has maintained these procedures while incorporating additional considerations regarding potential adverse weather events associated with climate change.

The financial impact of potential environmental regulations pertaining to carbon emissions or the integration of climate change impacts into our core business strategies are not expected to materially alter the Company’s near-term financial results.

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.

_Digital_

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

As disclosed in “Item 1A.

Risk Factors”, increased cybersecurity attack activity poses a risk for our business.

In response to this risk, the Company actively completes system patching and required maintenance, performs internal and third-party employee training, monitors network and system activity, and completes data backups for our systems.

However, even with the Company’s procedures performed, our digital networks and systems are still potentially vulnerable to cyberattacks.

The financial impact of our cybersecurity initiatives and activities are ongoing and not expected to have a material impact on our financial results.

However, the impact on our business operations and financial results from a material cyber breach would be unknown and dependent on the nature of the breach.

Overall segment growth was driven by strong BioPharma demand resulting in broad-based growth across our proteomic research reagents and analytical tools

Segment growth was driven by the full year impact of the Asuragen acquisition and organic growth.

Organic growth was driven by an exclusive agreement entered into for development, finalization and commercialization of our ExoTRU kidney transplant rejection test, and continued strength in our diagnostic reagent product lines.

| ​ | | ​ | ​ | ​ | ​ | ​ | |

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

Selling, general, and administrative expenses increased primarily due to the full year impact of fiscal 2021’s Asuragen acquisition and strategic investments made in the business to support future growth.

The increase in research and development expenses in fiscal 2022 as compared to fiscal 2021 was primarily attributable to strategic growth investments and the Asuragen acquisition in the fourth quarter of fiscal 2021.

| Unallocated corporate expenses | ​ | | — | ​ | | — | ​ | | — |

| Total research and development expenses | ​ | $ | 92,493 | ​ | $ | 87,140 | ​ | $ | 70,603 |

Net interest expense in fiscal 2022 decreased when compared to fiscal 2021 due to a reduction in our average long-term debt, which coincided with a reduction in the notional amount on our previous interest rate swap as disclosed in Note 5.

During fiscal 2021, the Company recognized losses of $67.9 million related to changes in fair value associated with changes in the stock price of our CCXI investment.

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

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

Approximately [removed: 37%] [added: 31%] of the Company’s consolidated net sales in fiscal [removed: 2023] [added: 2024] were made in foreign currencies, including [removed: 13%] [added: 14%] in euro, [removed: 5%] [added: 4%] in British pound sterling, 6% in Chinese yuan, 3% in Canadian dollars, [added: 1% in Swiss francs,] and the remaining [removed: 10%] [added: 3%] in other currencies.

The Company is exposed to market risk primarily from foreign exchange rate fluctuations of the euro, British pound sterling, Chinese [removed: yuan and] [added: yuan,] Canadian [removed: dollar] [added: dollar, and Swiss franc] 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 [removed: dollar] [added: dollar, Swiss franc] and the U.S. dollar, which have not been weighted for actual sales volume in the applicable months in the periods, were as follows:

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

| ​ | [removed: *​* | 2023] [added: 2024] | | ​ | [removed: 2022] [added: 2023] | | ​ | [removed: 2021] [added: 2022] | |

| Euro | [removed: |] ​ | | | ​ | | | ​ | |

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

| Low | [removed: ​] | [removed: | 0.98] [added: 1.06] | ​ | | [removed: 1.05] [added: 0.98] | ​ | | [removed: 1.16] [added: 1.05] |

| Average | [removed: ​] | [removed: | 1.05] [added: 1.08] | ​ | | [removed: 1.12] [added: 1.05] | ​ | | [removed: 1.20] [added: 1.12] |

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

| High | [removed: ​ |] $ | [removed: 1.27] [added: 1.29] | ​ | $ | [removed: 1.39] [added: 1.27] | ​ | $ | [removed: 1.42] [added: 1.39] |

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

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

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

| High | [removed: ​ |] $ | [removed: 0.15] [added: 0.14] | ​ | $ | [removed: 0.16] [added: 0.15] | ​ | $ | 0.16 |

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

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

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

| High | [removed: ​ |] $ | [removed: 0.78] [added: 0.76] | ​ | $ | [removed: 0.81] [added: 0.78] | ​ | $ | [removed: 0.83] [added: 0.81] |

| Low | [removed: ​] | [removed: | 0.73] [added: 0.72] | ​ | | [removed: 0.78] [added: 0.73] | ​ | | [removed: 0.75] [added: 0.78] |

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

The effects of a hypothetical simultaneous 10% appreciation in the U.S. dollar from June 30, [removed: 2023] [added: 2024] levels against the euro, British pound sterling, Chinese [removed: yuan and] [added: yuan,] Canadian dollar [added: and Swiss francs] are as follows (in thousands):

| Decrease in translation of earnings of foreign subsidiaries | | $ | [removed: 10,101] [added: 3,542] |

| Decrease in translation of net assets of foreign subsidiaries | ​ | | [removed: 90,354] [added: 59,519] |

| Additional transaction losses | ​ | | [removed: 4,593] [added: 3,394] |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Swiss franc | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| High | $ | 1.19 | ​ | $ | 1.12 | ​ | $ | 1.10 |

| Low | | 1.09 | ​ | | 1.00 | ​ | | 1.03 |

| Average | | 1.13 | ​ | | 1.07 | ​ | | 1.08 |

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

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

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

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

From fiscal years 2013 through [removed: 2023] [added: 2024] we have acquired, agreed to acquire, or made investments in [removed: nineteen] [added: twenty] companies that have expanded the product offerings and geographic footprint of both operating segments, including the acquisition of [removed: Namocell, Inc.] [added: Lunaphore SA (“Lunaphore”)] at the beginning of fiscal year [removed: 2023, and entering into an agreement to acquire Lunaphore SA.][added: 2024.]

We also completed a 19.9% investment in Wilson Wolf Corporation (“Wilson Wolf”) [removed: this year,] [added: in fiscal year 2023,] and will acquire the remaining ownership in Wilson Wolf by the end of calendar year 2027, if not earlier due to its achievement of revenue or earnings before interest, taxes, depreciation, and amortization (“EBITDA”) targets.

[removed: _Continued innovation in core products._] [added: _Grow & Leverage the Core._] 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.

[removed: _Market and geographic expansion._] [added: _Deliver Best-in-Class Customer Experience._] We will continue to expand our sales staff and distribution channels globally in order to increase our global presence and make it easier for customers to transact with us.

[added: _Market Expansion Through Innovation & Acquisition._] We will [removed: also] leverage our existing portfolio to expand our product offerings into novel research fields and further [removed: into] [added: penetrate] diagnostics and therapeutics markets.

[removed: _Culture development and talent recruitment and retention._] [added: _Develop People Through a Transofrmative Culture._] As we continue to grow both organically and through acquisition, we are intentionally fostering an “EPIC” culture based on the ideals of Empowerment, Passion, Innovation and Collaboration.

[removed: _Targeted acquisitions and investments._] [added: _Capitalize on High Potential Markets._] 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.

The Protein Sciences segment is the larger of our two segments, representing [removed: about 74%] [added: approximately 72%] of our net sales in fiscal [removed: 2023.][added: 2024.]

These include a significant investment in state-of-the art facilities for production of both proteins and small molecules in large quantities manufactured in accordance with cGMP, as well as a 19.9% investment in – and eventual acquisition of – Wilson Wolf, which is a leading provider of cell culture devices for [removed: cell therapy.][added: cell-based therapies.]

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

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: 2024,] 2023, [removed: 2022,] or [removed: 2021.][added: 2022.]

The Diagnostics and Genomics segment, representing [removed: about 26%] [added: approximately 28%] of our net revenues in fiscal [removed: 2023,] [added: 2024,] includes three divisions and is focused primarily on the [removed: diagnostics market] [added: diagnostic] and [added: research markets and] includes spatial biology, liquid biopsy, molecular diagnostics kits and products, and diagnostics reagents.

It includes the ExoDx Prostate test, which is a urine-based assay for early detection of high-grade prostate cancer used as an aid in deciding the need for biopsy [removed: and offered by Exosome Diagnostics as a lab-developed test, as well as the ExoTRU kidney transplant rejection test, which we have licensed exclusively to Thermo Fisher Scientific.][added: in men with grey-zone prostate specific antigen (PSA) scores.]

[removed: The Asuragen-branded] [added: branded] products are sold primarily to laboratories for use in lab-developed tests or in kit form as regulated diagnostic tests.

No customer accounted for 10% or more of the reporting segment’s consolidated net sales during fiscal years [removed: 2023, 2022] [added: 2024, 2023] or [removed: 2021.][added: 2022.]

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 [removed: date for fiscal 2023.][added: date.]

As a party to these contracts, Bio-Techne does have to comply with [removed: certain regulations that apply to companies doing business with governments.]

In fiscal [removed: 2023,] [added: 2024,] we introduced over [removed: 1,600] [added: 800] new products.

[added: 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: 3,050] [added: 3,100] full-time and part-time employees as of June 30, [removed: 2023,] [added: 2024,] of whom approximately [removed: 2,400] [added: 2,300] were employed in the United States and approximately [removed: 650] [added: 800] outside the United States.

In [removed: 2023, 62%] [added: 2024, 74%] of our global workforce participated, and 77% of those who responded provided favorable feedback.

[removed: 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 working, addition of an internal communications function, leadership engagement focused on transparency and stronger feedback follow-up, and expansion of the breadth and resources of our Employee Resource Groups (ERGs).

In fiscal year [removed: 2023,] [added: 2024,] we empowered work/life integration through hybrid work models wherever feasible, continued to cultivate belonging and inclusion through deepened investment of resources to our ERGs, and paved the path for career growth through the personalized development and implementation of individual action plans.

As of June 30, [removed: 2023,] [added: 2024,] we had 10 ERGs operating globally.

As of June 30, [removed: 2023,] [added: 2024,] 49% of our total employee population was female, and [removed: 45%] [added: 43%] of our managerial employees were female.

[removed: In the United States, 38%] [added: 39%] of our total employee population identified as nonwhite and 26% of our managerial employees identified as nonwhite.

[removed: Last year,] [added: In recent years,] we bolstered our recruitment and retention efforts by expanding eligibility to receive stock options deeper into the [removed: organization.][added: organization and expanded our Long-Term Incentive program strategy to include a combination of stock options and restricted stock units, instead of exclusively stock options.]

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

The Company is committed to protecting the physical [removed: health] [added: health, safety,] and psychological well-being of our employees by providing a safe work [removed: environment.][added: environment and permitting hybrid work schedules wherever feasible.]

At Bio-Techne, all employees are empowered and [added: encouraged to maintain and create a safe workplace.]

In addition, we [removed: provide] [added: offer] internal and external resources to provide for the psychological and emotional security of employees, including employee resource programs, mental health benefit coverage, and flexible work for many roles.

As of June 30, [removed: 2023,] [added: 2024,] we had rights to approximately [removed: 490] [added: 710] granted patents and approximately [removed: 290] [added: 330] pending patent applications.

These are not the only laws and regulations applicable [removed: to the Company’s business.]

●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 [added: or to induce either the referral of an individual, or the furnishing or arranging for a good or service, for which payment may be made in whole or in part under a federal health care program, such as Medicare or Medicaid.]

We are subject to the U.S. Foreign Corrupt Practices Act and various other similar anti-corruption and anti-bribery acts, which are particularly relevant to our operations in countries where the customers are government entities or are controlled [added: by government officials.]

[removed: Currently,] [added: As of] the [added: date of this Annual Report, the] names, ages, positions and periods of service of each executive officer of the Company are as follows:

| [removed: Charles Kummeth] [added: Kim Kelderman] | | [removed: 63] [added: 57] | | President, Chief Executive Officer and Director | | [removed: 2013] [added: 2018] |

| James Hippel | | [removed: 52] [added: 53] | | Executive Vice President and Chief Financial Officer | | 2014 |

| [removed: Kim Kelderman] [added: Matthew McManus] | [added: ​] | [removed: 56] [added: 55] | | President, Diagnostics and Genomics | | [removed: 2018] [added: 2024] |

Additionally, subsequent to fiscal 2024, we made an investment in Spear Bio, which is a leader in the development and manufacturing of ultra-sensitive immunoassays capable of measuring protein biomarkers at attomolar level from sub-microliter sample volume.

Our strategic pillars include:

Acquisitions have, and will likely continue to play, an important role in our efforts to expand our portfolio of innovative tools and bioactive reagents, and support our initiatives to enter adjacent markets.

We strive for every interaction to be seamless, personalized, and exceeding expectations.

We aim to deeply understand customers wants and needs while simultaneously offering high-quality service at every touchpoint.

In the first quarter of fiscal year 2024, we closed on the acquisition of Lunaphore, a leading developer of fully automated spatial biology solutions using precision microfluidic technology capable of revealing hyperplex proteomic and transcriptomic biomarkers in tumors and other tissues at single-cell and subcellular resolution.

Lunaphore’s COMET instrument automates ACD’s RNAscope assays and utilizies antibodies to enable simultaneous hyperplex detection of protein and RNA biomarkers on the same slide at single-cell resolution.

ExoDX Prostate is offered by Exosome Diagnostics as a lab-developed test.

We have also licensed exclusively the ExoTRU kidney transplant rejection test to Thermo Fisher Scientific.

The Asuragen-

certain regulations that apply to companies doing business with governments.

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

to the Company’s business.

Prior to Bio-Techne, Mr. McManus most recently served as Chief Operating Officer for Azenta Life Sciences and served as Chief Executive Officer of Asuragen prior to the Bio-Techne acquisition.

at the end of the year.

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

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

biotech and pharmaceutical companies.

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

For example, our performance management system and annual review processes incorporate our EPIC values.

Each employee is measured against the behaviors and attributes that support those values.

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.

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

encouraged to maintain and create a safe workplace.

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.

or to induce either the referral of an individual, or the furnishing or arranging for a good or service, for which payment may be made in whole or in part under a federal health care program, such as Medicare or Medicaid.

by government officials.

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

Prior to Bio-Techne, Mr. Kelderman was an executive at Thermo Fisher Scientific and a Senior Segment Leader at Becton Dickinson.

As of August [removed: 18, 2023,] [added: 16, 2024,] the Company is not a party to any legal proceedings that, individually or in the aggregate, are reasonably expected to have a material adverse effect on the Company’s business, results of operations, financial condition or cash flows.

| For the fiscal year ended June 30, [removed: 2023,] [added: 2024,] or | |

As of December 31, [removed: 2022,] [added: 2023,] the aggregate market value of the Common Stock held by non-affiliates of the Registrant was [removed: $13.0] [added: $12.1] billion based upon the closing sale price as reported on The Nasdaq Stock Market [removed: ($82.88] [added: ($77.16] per share).

As of August 16, [removed: 2023, 158,174,312] [added: 2024, 158,600,408] shares of the Company’s Common Stock ($0.01 par value) were outstanding.

Portions of the Company’s Proxy Statement for its [removed: 2023] [added: 2024] Annual Meeting of Shareholders are incorporated by reference into Part III.

| [Item 2.](#ITEM2PROPERTIES_297355) | [Properties](#ITEM2PROPERTIES_297355) | [removed: 30] [added: 31] |

| [Item 3.](#ITEM3LEGALPROCEEDINGS_464345) | [Legal Proceedings](#ITEM3LEGALPROCEEDINGS_464345) | [removed: 30] [added: 32] |

| [Item 4.](#ITEM4MINESAFETYDISCLOSURES_813807) | [Mine Safety Disclosures](#ITEM4MINESAFETYDISCLOSURES_813807) | [removed: 31] [added: 32] |

| [Item 5.](#ITEM5MARKETFORTHEREGISTRANTSCOMMONEQUITY) | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#ITEM5MARKETFORTHEREGISTRANTSCOMMONEQUITY) | [removed: 31] [added: 32] |

| [Item 6.](#ITEM6SELECTEDFINANCIALDATA_415881) | [Selected Financial Data](#ITEM6SELECTEDFINANCIALDATA_415881) | [removed: 33] [added: 35] |

| [Item 7.](#ITEM7MANAGEMENTSDISCUSSIONANDANALYSISOFF) | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#ITEM7MANAGEMENTSDISCUSSIONANDANALYSISOFF) | [removed: 33] [added: 35] |

| [Item 7A.](#ITEM7AQUANTITATIVEANDQUALITATIVEDISCLOSU) | [Quantitative and Qualitative Disclosures about Market Risk](#ITEM7AQUANTITATIVEANDQUALITATIVEDISCLOSU) | [removed: 46] [added: 49] |

| [Item 8.](#ITEM8FINANCIALSTATEMENTSANDSUPPLEMENTARY) | [Financial Statements and Supplementary Data](#ITEM8FINANCIALSTATEMENTSANDSUPPLEMENTARY) | [removed: 47] [added: 50] |

| [Item 9.](#ITEM9CHANGESINANDDISAGREEMENTSWITHACCOUN) | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#ITEM9CHANGESINANDDISAGREEMENTSWITHACCOUN) | [removed: 85] [added: 90] |

| [Item 9A.](#ITEM9ACONTROLSANDPROCEDURES_526833) | [Controls and Procedures](#ITEM9ACONTROLSANDPROCEDURES_526833) | [removed: 85] [added: 90] |

| [Item 9B.](#ITEM9BOTHERINFORMATION_754197) | [Other Information](#ITEM9BOTHERINFORMATION_754197) | [removed: 86] [added: 91] |

| [Item 10.](#ITEM10DIRECTORSEXECUTIVEOFFICERSANDCORPO) | [Directors, Executive Officers](#ITEM10DIRECTORSEXECUTIVEOFFICERSANDCORPO) | [removed: 87] [added: 92] |

| [Item 11.](#ITEM11EXECUTIVECOMPENSATION_411916) | [Executive Compensation](#ITEM11EXECUTIVECOMPENSATION_411916) | [removed: 87] [added: 92] |

| [Item 12.](#ITEM12SECURITYOWNERSHIPOFCERTAINBENEFICI) | [Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters](#ITEM12SECURITYOWNERSHIPOFCERTAINBENEFICI) | [removed: 87] [added: 92] |

| [Item 13.](#ITEM13CERTAINRELATIONSHIPSANDRELATEDTRAN) | [Certain Relationships and Related Transactions, and Director Independence](#ITEM13CERTAINRELATIONSHIPSANDRELATEDTRAN) | [removed: 87] [added: 92] |

| [Item 14.](#ITEM14PRINCIPALACCOUNTINGFEESANDSERVICES) | [Principal Accounting Fees and Services](#ITEM14PRINCIPALACCOUNTINGFEESANDSERVICES) | [removed: 87] [added: 92] |

| [Item 15.](#ITEM15EXHIBITSFINANCIALSTATEMENTSCHEDULE) | [Exhibits, Financial Statement Schedules](#ITEM15EXHIBITSFINANCIALSTATEMENTSCHEDULE) | [removed: 88] [added: 93] |

| | [SIGNATURES](#SIGNATURES_814919) | [removed: 92] [added: 97] |

All statements other than historical factual information are forward-looking statements, including without limitation statements regarding: projections of revenue, expenses, profit, profit margins, pricing, tax rates, tax provisions, cash flows, our liquidity position or other projected financial measures; management’s plans and strategies for future operations, including statements relating to anticipated operating performance, cost reductions, new product and service developments, competitive strengths or market position, acquisitions and the integration thereof, strategic opportunities, dividends and executive compensation; growth, declines and other trends in markets we sell into; new or modified laws, regulations and accounting pronouncements; future regulatory approvals and the timing and conditionality thereof; outstanding claims, legal proceedings, tax audits and assessments and other contingent liabilities; future foreign currency exchange rates and fluctuations in those rates; [removed: the potential or anticipated direct or indirect impact of COVID-19 on our business, results of operations and/or financial condition;] general economic and capital markets conditions; the anticipated timing of any of the foregoing; assumptions underlying any of the foregoing; and any other statements that address events or developments that Bio-Techne intends or believes will or may occur in the future.

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

| | ● | Climate [removed: change,] [added: change and related environmental risks,] or legal or regulatory measures to address climate [removed: change,] [added: change and/or related environmental risks,] may negatively affect us. |

●Certain of our businesses are subject to extensive regulation by the U.S. FDA and [added: the USDA and] by comparable agencies of other countries, as well as laws regulating fraud and abuse in the healthcare industry and the privacy and security of health information.

| [Item 1C.](#ITEM1CCYBERSECURITY_557857) | [Cybersecurity](#ITEM1CCYBERSECURITY_557857) | 30 |

| ​ | ​ | ​ |

Cybersecurity Governance and Oversight

Bio-Techne’s cybersecurity program is led by the Company’s Chief Information Security Officer (“CISO”), with day-to-day management and administration of our cybersecurity program performed by the IT Security Operations team.

The CISO reports to the Chief Information Officer (“CIO”), and the CIO reports to the Chief Executive Officer.

The CISO is supported by the Incident Response Team (“IRT”), a multi-disciplinary management committee comprising senior members from the Security Operations Team, legal, finance, internal audit and other functions.

The IRT supports the CISO and CIO in supporting and reviewing information security risks and in the event of a cybersecurity incident provides leadership with respect to incident response, investigation, mitigation and remediation.

In addition to leadership and support within management, we also work with security service providers to monitor for vulnerabilities and threats, and which are reported to the Security Operations team.

All employees are trained and tested annually on cybersecurity risks, and we continually perform simulated phishing exercises with a focus on roles and functions with access to sensitive company and financial information.

We also conduct periodic tabletop exercises for key personnel involved in cybersecurity risk management, including the IRT.

Our Board of Directors (“Board”) holds overall oversight responsibility for the Company’s strategy and risk management, including in relation to cybersecurity risks.

The Board exercises its oversight function through the Audit Committee, which oversees the management of risk exposure across various areas, including data security risks, in accordance with its charter.

In addition, the Audit Committee is specifically responsible for the review and approval of any cybersecurity incident disclosure, as set forth in the Committee’s charter.

In the event of a potentially significant cybersecurity incident, the Audit Committee’s charter requires that management promptly communicate and consult with the Audit Committee.

Bio-Techne’s General Counsel updates the Audit Committee multiple times per year regarding Bio-Techne’s cybersecurity programs, including regularly-tracked metrics on incident response, internal security testing, and measures implemented to monitor and address cybersecurity risks and threats, as appropriate.

The Audit Committee regularly updates the full Board on these matters.

In addition, the CISO and/or CIO provides the full Board with a thorough review of the Company’s cybersecurity program, including current status, industry risks and exposure, and future strategy.

Based on the information we have as of the date of this Annual Report, we do not believe any risks from cybersecurity threats have materially affected or are reasonably likely to materially affect Bio-Techne, including our business strategy, results of operations or financial condition.

However, please see _Item 1A.

Risk Factors – “A significant disruption in, or breach of security of, our information technology systems or data, or violation of data privacy laws, could result in damage to our reputation, data integrity and/or subject us to costs, fines, or lawsuits under data privacy or other laws or contractual requirements.”_

*​*

Cybersecurity Risk Management and Strategy

Bio-Techne’s cybersecurity strategy is to maintain and fortify a secure, actively-monitored environment for our and our customers’ data that complies with legal requirements \[and industry best practice\] while supporting our and our customers’ business needs.

Our cybersecurity program follows industry standards and best practice for preventing, detecting, remediating, and mitigating potential cybersecurity threats, including regular processes to identify, evaluate and manage potential risks.

Our IT Security Operations team administers and monitors the prevention, detection, mitigation, and remediation of potential cybersecurity risks.

This team leverages both Bio-Techne’s internal IT resources, including its personnel, as well as managed security service providers and other third-party security software and technology services, as well as through other means.

We also have implemented processes and technologies for network monitoring and data loss prevention procedures.

We conduct periodic risk assessments, including with support from external vendors, to assess our cyber program, identify areas of enhancement, and develop strategies for the mitigation of cyber risks.

We also conduct regular security testing and have established a vulnerability management process supported by security testing, for the treatment of identified security risks based on severity, including risks arising from our use of third party providers software and service providers.

In addition to our evolving processes and systems, we foster a culture of cybersecurity education, training, and testing.

Every year, employees in sensitive job categories must take and pass rigorous information security and protection training.

We partner with experienced external consultants to assess our cybersecurity program, and to perform penetration testing as well as other testing programs designed to identify vulnerabilities and areas for fortification.

Also, as part of our cybersecurity risk management program we maintain cyber insurance, with coverage amounts and terms that are typical and appropriate for a company of our size and type.

This insurance may not be sufficient to cover us against all types of claims related to security breaches, cyberattacks and other related breaches.

| PrimeGene | | Shanghai, China | | Office/manufacturing/lab | | [removed: 79,900] [added: 59,300] |

This facility is currently being held-for-sale.

| Lunaphore | ​ | Tolochenaz, Switzerland | ​ | Office/manufacturing/warehouse | ​ | 24,985 |

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

| Bio-Techne Ltd | | Langley, United Kingdom | | Warehouse | | 12,000 |

| CyVek | | Wallingford, Connecticut | | Office/manufacturing/warehouse | | 22,700 |

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

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

As of August 16, [removed: 2023,] [added: 2024,] there were over [removed: 150,000] [added: 160,000] beneficial shareholders of the Company’s common stock and over [removed: 140] [added: 110] shareholders of record.

The Company paid annual cash dividends totaling [removed: $50.3] [added: $50.4] million, [removed: $50.2] [added: $50.3] million, and [removed: $49.6] [added: $50.2] million in fiscal [added: 2024,] 2023, [removed: 2022,] and [removed: 2021,] [added: 2022,] respectively.

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

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

The comparison assumes $100 was invested on the last trading day before July 1, [removed: 2017] [added: 2018] in the Company’s common stock and in each of the foregoing indices and assumes reinvestment of dividends.

[removed: ][added: ]

The Company’s repurchase plan approved by the Board on February 2, 2022, granted management the discretion to mitigate the dilutive effect of stock option exercises.

The table below sets forth certain information regarding our purchases of common stock in open market transactions during fiscal year 2024.

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

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

| Period | ​ | Total Number of Shares Purchased | ​ | ​ | Average Price Paid per Share | ​ | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | ​ | ​ | Maximum Dollar Amount of Shares that May Yet Be Purchased Under the Plans or Programs |

| July 1 - July 31, 2023 | ​ | — | ​ | $ | — | ​ | — | ​ | $ | 260,780,968 |

| August 1 - August 31, 2023 | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | 260,780,968 |

| September 1 - September 30, 2023 | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | 260,780,968 |

| July 1 - September 30, 2023 | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | ​ |

| October 1 - 31, 2023 | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | 260,780,968 |

| November 1 - 30, 2023 | | 1,397,471 | ​ | ​ | 57.28 | ​ | 1,397,471 | ​ | ​ | 180,739,094 |

| December 1 - 31, 2023 | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | 180,739,094 |

| October 1 - December 31, 2023 | ​ | 1,397,471 | ​ | ​ | 57.28 | ​ | 1,397,471 | ​ | ​ | ​ |

| January 1 - 31, 2024 | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | 180,739,094 |

| February 1 - 29, 2024 | | — | ​ | ​ | — | ​ | — | ​ | ​ | 180,739,094 |

| March 1 - 31, 2024 | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | 180,739,094 |

| January 1 - March 31, 2024 | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | ​ |

| April 1 - 30, 2024 | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | 180,739,094 |

| May 1 - 31, 2024 | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | 180,739,094 |

| June 1 - 30, 2024 | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | 180,739,094 |

| April 1 - June 30, 2024 | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | ​ |

| July 1, 2023 - June 30, 2024 | ​ | 1,397,471 | ​ | ​ | 57.28 | ​ | 1,397,471 | ​ | ​ | ​ |

During the years ended June 30, 2023 and June 30, 2022, the Company repurchased 222,000 shares of its common stock at an average share price of $88.12 and 1,576,952 shares at an average share price of $102.06, 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.

The Company repurchased 356,952 shares for $41.3 million in fiscal 2022 under the previous plan.

The Company repurchased 1,220,000 shares for $119.7 million in fiscal 2022 under the new share repurchase plan.

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

As of June 30, 2023, the Company had $260.8 million available to repurchase under our existing plan.

| ​ | *​* | [removed: 2023] [added: 2024] | | ​ | [removed: 2022] [added: 2023] | | ​ | [removed: 2021] [added: 2022] | |

| Net sales | ​ | $ | [removed: 1,136,702] [added: 1,159,060] | ​ | $ | [removed: 1,105,599] [added: 1,136,702] | ​ | $ | [removed: 931,032] [added: 1,105,599] |

| Cost of sales | ​ | | [removed: 366,887] [added: 389,335] | ​ | | [removed: 349,103] [added: 366,887] | ​ | | [removed: 298,182] [added: 349,103] |

| Gross margin | ​ | | [removed: 769,815] [added: 769,725] | ​ | | [removed: 756,496] [added: 769,815] | ​ | | [removed: 632,850] [added: 756,496] |

| Selling, general and administrative | ​ | | [removed: 378,378] [added: 466,375] | ​ | | [removed: 372,766] [added: 378,378] | ​ | | [removed: 324,951] [added: 372,766] |

| Research and development | ​ | | [removed: 92,493] [added: 96,664] | ​ | | [removed: 87,140] [added: 92,493] | ​ | | [removed: 70,603] [added: 87,140] |

| Total operating expenses | ​ | | [removed: 470,871] [added: 563,039] | ​ | | [removed: 459,906] [added: 470,871] | ​ | | [removed: 395,554] [added: 459,906] |

| Operating income | ​ | | [removed: 298,944] [added: 206,686] | ​ | | [removed: 296,590] [added: 298,944] | ​ | | [removed: 237,296] [added: 296,590] |

| Interest expense | ​ | | [removed: (11,215)] [added: (15,736)] | ​ | | [removed: (11,309)] [added: (11,215)] | ​ | | [removed: (13,952)] [added: (11,309)] |

| Interest income | ​ | | [removed: 3,410] [added: 3,323] | ​ | | [removed: 794] [added: 3,410] | ​ | | [removed: 473] [added: 794] |

| Other non-operating income (expense), net | ​ | | [removed: 47,520] [added: (8,584)] | ​ | | [removed: 15,311] [added: 47,520] | ​ | | [removed: (75,642)] [added: 15,311] |

| Total other income (expense), net | ​ | | [removed: 39,715] [added: (20,997)] | ​ | | [removed: 4,796] [added: 39,715] | ​ | | [removed: (89,121)] [added: 4,796] |

| Earnings before income taxes | ​ | | [removed: 338,659] [added: 185,689] | ​ | | [removed: 301,386] [added: 338,659] | ​ | | [removed: 148,175] [added: 301,386] |

| Income taxes [removed: (benefit)] | ​ | | [removed: 53,217] [added: 17,584] | ​ | | [removed: 38,287] [added: 53,217] | ​ | | [removed: 8,590] [added: 38,287] |

| Net earnings, including noncontrolling interest | ​ | | [removed: 285,442] [added: 168,105] | ​ | | [removed: 263,099] [added: 285,442] | ​ | | [removed: 139,585] [added: 263,099] |

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

| Net earnings attributable to Bio-Techne | ​ | $ | [removed: 285,263] [added: 168,105] | ​ | $ | [removed: 272,051] [added: 285,263] | ​ | $ | [removed: 140,410] [added: 272,051] |

| Foreign currency translation [removed: adjustments] [added: income (loss)] | ​ | | [removed: 4,191] [added: (7,492)] | ​ | | [removed: (32,241)] [added: 4,191] | ​ | | [removed: 32,951] [added: (32,241)] |

| Foreign currency translation reclassified to earnings with Eminence deconsolidation | ​ | ​ | [removed: 119] [added: —] | ​ | ​ | [removed: —] [added: 119] | ​ | ​ | — |

| Unrealized gains (losses) on derivative instruments - cash flow hedges, net of tax amounts disclosed in Note 8 | ​ | | [removed: 4,793] [added: (4,760)] | ​ | | [removed: 14,262] [added: 4,793] | ​ | | [removed: 7,060] [added: 14,262] |

| Other comprehensive income (loss) | ​ | | [removed: 9,103] [added: (12,252)] | ​ | | [removed: (17,979)] [added: 9,103] | ​ | | [removed: 40,011] [added: (17,979)] |

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

| Other comprehensive income (loss) attributable to Bio-Techne | ​ | | [removed: 9,136] [added: (12,252)] | ​ | | [removed: (17,909)] [added: 9,136] | ​ | | [removed: 39,908] [added: (17,909)] |

| Comprehensive income attributable to Bio-Techne | ​ | $ | [removed: 294,399] [added: 155,853] | ​ | $ | [removed: 254,142] [added: 294,399] | ​ | $ | [removed: 180,318] [added: 254,142] |

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

| Basic | ​ | $ | [removed: 1.81] [added: 1.07] | ​ | $ | [removed: 1.73] [added: 1.81] | ​ | $ | [removed: 0.91] [added: 1.73] |

| Diluted | ​ | $ | [removed: 1.76] [added: 1.05] | ​ | $ | [removed: 1.66] [added: 1.76] | ​ | $ | [removed: 0.87] [added: 1.66] |

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

| Basic | ​ | | [removed: 157,179] [added: 157,708] | ​ | | [removed: 156,874] [added: 157,179] | ​ | | [removed: 154,986] [added: 156,874] |

| Diluted | ​ | | [removed: 161,855] [added: 160,774] | ​ | | [removed: 164,114] [added: 161,855] | ​ | | [removed: 161,932] [added: 164,114] |

See [added: the restructuring section of] Note 1 [added: below] for [added: additional] details.

| ​ | *​* | [removed: 2023] [added: 2024] | | [removed: ​] [added: 2023] | [added: |] 2022 | |

| Cash and cash equivalents [added: at beginning of period] | ​ | [removed: $] | 180,571 | [removed: ​] | [removed: $ |] 172,567 | [added: | 199,091 |]

| Short-term available-for-sale investments | ​ | | [removed: 23,739] [added: 1,072] | ​ | | [removed: 74,462] [added: 23,739] |

| Accounts receivable, less allowance for doubtful accounts of [removed: $4,738] [added: $4,386] and [removed: $2,568,] [added: $4,738,] respectively | ​ | | [removed: 218,468] [added: 241,394] | ​ | | [removed: 194,548] [added: 218,468] |

| Inventories | ​ | | [removed: 171,638] [added: 179,731] | ​ | | [removed: 141,123] [added: 171,638] |

| Other current assets | ​ | | [removed: 27,066] [added: 33,658] | ​ | | [removed: 22,856] [added: 27,066] |

| Total current assets | ​ | | [removed: 621,482] [added: 617,419] | ​ | | [removed: 605,556] [added: 621,482] |

| Property and equipment, net | ​ | | [removed: 226,200] [added: 251,154] | ​ | | [removed: 223,242] [added: 226,200] |

| [removed: Right of use asset] [added: Right-of-use assets] | ​ | | [removed: 98,326] [added: 91,285] | ​ | | [removed: 65,556] [added: 98,326] |

| Cash and cash equivalents | ​ | $ | 151,791 | ​ | $ | 180,571 |

| Current assets held-for-sale | ​ | ​ | 9,773 | ​ | ​ | — |

| Net earnings | | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 168,105 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 168,105 |

| Share repurchases | | (1,397) | ​ | ​ | (14) | ​ | ​ | ​ | ​ | ​ | (80,028) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (80,042) |

| Cash dividends | | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (50,419) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (50,419) |

| Balances at June 30, 2024 | | 158,216 | ​ | $ | 1,582 | ​ | $ | 820,337 | ​ | $ | 1,325,247 | ​ | $ | (78,316) | ​ | $ | — | ​ | $ | 2,068,850 |

| ​ | *​* | ​ | ​ | ​ | ​ | ​ | ​ |

| Impairment of assets held-for-sale | ​ | ​ | 21,963 | ​ | — | ​ | — |

Distributions from the equity method investee are accounted for using the cumulative earnings approach on the Consolidated Statement of Cash Flows.

in annual revenue or $136 million in annual EBITDA.

Advertising expenditures are expensed as incurred.

Any tax effects, if applicable, associated with reclassifications of accumulated other comprehensive income to net income are reflected in the provision for income taxes.

When determining the allowances for doubtful accounts, we take several factors into consideration, including the overall

_Contingencies:_ The Company records a liability in the consolidated financial statements on an undiscounted basis for loss contingencies related to legal actions when a loss is known or considered probable and the amount may be reasonably estimated.

If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better restimate than any other, the minimum amount of the range is accrued.

If a loss is reasonably possible but not known or probable, and the amount may be reasonably estimated, the estimated loss or range of loss is disclosed.

or (3) an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of an asset.

During the second quarter of fiscal year 2024 there was a triggering event for the assets and liabilities associated with a disposal group in our Protein Sciences segment that were classified as held-for-sale.

For fiscal 2024, we elected to perform a qualitative analysis for all five reporting units.

The Company determined, after performing the qualitative analysis, there was no evidence that it is more likely than not that the fair value was less than the carrying amounts, therefore, it was not necessary to perform a quantitative impairment test in fiscal 2024.

There was a triggering event related to a business held-for-sale described later in this note, leading to an impairment of allocated goodwill during the second half of fiscal 2024.

The Company did not identify any triggering events after our annual goodwill impairment analysis through June 30, 2024, the date of our consolidated balance sheet, that would require an additional goodwill impairment assessment to be performed.

This in-process research and development was placed into service during the fourth quarter of fiscal 2024 and will begin amortization over its expected useful life.

Other costs also includes restructuring-related charges, which are incremental costs incurred directly supporting business transformation initiatives tied to the restructuring action.

_Fiscal Year 2024 Restructuring Actions:_

In the second quarter of fiscal 2024, the Company announced enterprise-wide restructuring focused on recovering operating margins, optimizing our distribution footprint, and enhancing our organization efficiency.

These actions impacted approximately 4% of our global workforce.

These actions continued through the end of fiscal 2024 as we incurred charges relating to the condensing of certain distribution centers and optimizing efficiency.

The Company is expecting to

incur costs related to these actions through the first half of fiscal 2025, which will be recorded when specified criteria are met.

As part of these actions, certain assets and liabilities associated with a disposal group in our Protein Sciences segment were classified as held-for-sale as of December 31, 2023, including $1.4 million of goodwill allocated to the disposal group on a relative fair value basis.

As a result of impairment tests performed over the disposal group during fiscal 2024, a cumulative impairment charge of $22.0 million which includes the allocated goodwill, was recorded in the Selling, general and administrative line in the Consolidated Statements of Earnings for the year ended June 30, 2024.

As of June 30, 2024, the assets remaining within the disposal group primarily include inventory and property and equipment of $9.8 million, which is net of expected selling costs.

These assets are actively marketed, and we believe their sale will be completed within 12 months of the held-for-sale classification date.

The held-for-sale assets are recorded in Current assets held-for-sale in our Consolidated Balance Sheet as of June 30, 2024.

The restructuring and restructuring-related charges, including the impairment of assets held-for-sale, for periods presented were recorded in the Consolidated Statements of Earnings as follows (in thousands):

| Cost of sales | ​ | $ | 3,349 |

| Selling, general and administrative(1) | ​ | ​ | 30,638 |

| Total | ​ | $ | 33,987 |

(1) Restructuring actions impacting research and development are not material to separately disclose and have been included within Selling, general and administrative costs.

(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.

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | | ​ | ​ | ​ | ​ | ​ |

| Long-term debt obligations | ​ | | 350,000 | ​ | | 243,410 |

| Noncontrolling interest | ​ | | — | ​ | | (759) |

| Total shareholders’ equity | ​ | | 1,966,516 | ​ | | 1,701,011 |

| Balances at June 30, 2020 | | 153,812 | ​ | $ | 1,538 | ​ | $ | 419,383 | ​ | $ | 1,057,470 | ​ | $ | (97,199) | ​ | $ | — | ​ | $ | 1,381,192 |

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

| Non-controlling interest in Eminence | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | | ​ | ​ | | ​ | ​ | | 8,985 | ​ | ​ | 8,985 |

| Net earnings | | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | | 140,410 | ​ | | ​ | ​ | ​ | (825) | ​ | | 139,585 |

| Share repurchases | | (480) | ​ | | (5) | ​ | | ​ | ​ | | (43,173) | ​ | | ​ | ​ | ​ | ​ | ​ | | (43,178) |

| ​ | | ​ | ​ | ​ | ​ | ​ | ​ |

| Investment in unconsolidated entity, net | ​ | ​ | — | ​ | — | | (556) |

| Cash dividends | ​ | | (50,285) | | (50,185) | | (49,622) |

| Cash and cash equivalents at beginning of period | ​ | | 172,567 | | 199,091 | | 146,625 |

The Company expenses advertising expenses as incurred.

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

The impairment testing resulted in a full impairment of the Eminence intangible assets.

Refer to the Impairment of Goodwill section as part of Note 1 for further details related to the triggering event and related impairment recorded.

In conjunction with the Asuragen acquisition that occurred in fiscal year 2021, the Company reassessed the useful life of a tradename from a previous acquisition due to the planned integration and cobranding strategy developed with the most recent transaction.

As a result, the Company accelerated the amortization of the trade name to be consistent with the life used for the Asuragen trade name.

The accelerated amortization resulted in a $1.4 million impact in fiscal 2021, a $5.7 million impact in fiscal years 2022 through 2025, and a $4.3 million impact in fiscal year 2026.

In conjunction with the

In fiscal 2021, because our 2021 quantitative analyses included all of our reporting units, the summation of our reporting units’ fair values, as indicated by our discounted cash flow calculations, were compared to our consolidated fair value, as indicated by our market capitalization, to evaluate the reasonableness of our calculations.

This impairment assessment is sensitive to changes in forecasted cash flows, as well as our selected discount rate.

Changes in the reporting unit’s results, forecast assumptions and estimates could materially affect the estimation of the fair value of the reporting units.

The quantitative assessment completed as of April 1, 2021 indicated that all of the reporting units had a substantial amount of headroom.

Accordingly, the Company determined there was no indication of impairment of goodwill in our annual goodwill impairment analysis.

Further, no triggering events were identified in the year ended June 30, 2021 that would require an additional goodwill impairment assessment beyond our required annual goodwill impairment assessment.

The investment in Wilson Wolf is accounted for as an equity method investment under ASC 323 and included within our consolidated financials on a one month lag.

For the year ended June 30, 2023, there was $1.1 million of loss recorded on the Company’s Consolidated Statement of Earnings and Comprehensive Income related to the investment.

The Company’s total investment of $256 million as of June 30, 2023 is included within Other assets on the Consolidated Balance Sheet.

| Expense incurred in the fourth quarter of 2023 | ​ | ​ | 897 |

In June 2016, the FASB issued ASU 2016-13, _Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments._ The amendment in this update replaced the previous incurred loss impairment methodology with a methodology that reflects expected credit losses on financial instruments within its scope, including trade and loan receivables and available-for-sale debt securities.

This update is intended to provide financial statement users with more decision-useful information about the expected credit losses.

The Company adopted this standard on July 1, 2020 using a modified retrospective transition approach with a cumulative impact of $0.3 million to retained earnings.

The adoption of this ASU did not have a material impact on the Company's financial statements as the Company's primary financial instruments impacted by the ASU were trade accounts receivable, where we have high historical and expected future collections due to the length of receivables and the credit quality of our customers.

In March 2020_,_ the FASB issued ASU No. 2020-04_,_ _Facilitation of the Effects of Reference Rate Reform on Financial Reporting_ and in January 2021 issued ASU No. 2021-01, _Reference Rate Reform (Topic 848): Scope._ These ASUs provide expedients and exceptions to existing guidance on contract modifications and hedge accounting that is optional to facilitate the market transition from a reference rate, including LIBOR which was phased out in 2021_,_ to a new reference rate.

The provisions of the ASUs impact contract modifications and other changes that occur while LIBOR is phased out.

The Company adopted the optional relief guidance provided within these ASUs in the fourth quarter of fiscal 2021.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, [removed: 2023,] [added: 2024,] 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: 2023.][added: 2024.]

As previously announced, we acquired [removed: Namocell Inc] [added: Lunaphore Technologies SA] on July [removed: 1, 2022.][added: 7, 2023.]

There were no other changes in the Company’s internal control over financial reporting during fiscal year [removed: 2023] [added: 2024] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

We have not fully evaluated any changes in internal control over financial reporting associated with this acquisition and therefore any material changes

that may result from the acquisition have not been disclosed in this report.

We intend to disclose all material changes resulting from this acquisition within the time of our first annual assessment of internal control over financial reporting that is required to include this entity.

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.

During the three months ended June 30, [removed: 2023,] [added: 2024,] 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.

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: 2023] [added: 2024] 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 Company has an insider trading policy which governs the purchase, sale, and/or other dispositions of our securities or securities of certain other publicly traded companies by directors, officers, employees, and other covered persons and is designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company.

A copy of our Insider Trading Policy is filed as Exhibit 19 to this Annual Report on Form 10-K.

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: 2023] [added: 2024] 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: 2023] [added: 2024] 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: 2023] [added: 2024] 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.

[added: 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 2024] 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: 2024,] 2023, [removed: 2022,] and [removed: 2021][added: 2022]

Consolidated Balance Sheets as of June 30, [removed: 2023] [added: 2024] and [removed: 2022][added: 2023]

Consolidated Statements of Shareholders’ Equity for the Years Ended June 30, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021][added: 2022]

Consolidated Statements of Cash Flows for the Years Ended June 30, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021][added: 2022]

Notes to Consolidated Financial Statements for the Years Ended June 30, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021][added: 2022]

for Form 10-K for the [removed: 2023] [added: 2024] Fiscal Year

| 4.1 | ​ | | [Description of Capital Stock [removed: --] [added: –] attached as Exhibit 4.1 [removed: hereto](https://www.sec.gov/Archives/edgar/data/842023/000155837023015226/tmb-20230630xex4d1.htm)] [added: hereto](https://www.sec.gov/Archives/edgar/data/842023/000155837024012430/tech-20240630xex4d1.htm)] |

| 10.3 | ​ | | [Form of Time Vesting Restricted Stock Award Agreement [removed: - incorporated] [added: for Second Amended and Restated 2010 Equity Incentive Plan--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 Award Agreement [removed: - incorporated] [added: for Second Amended and Restated 2010 Equity Incentive Plan--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 [removed: - incorporated] [added: for Second Amended and Restated 2010 Equity Incentive Plan--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 [removed: - incorporated] [added: for Seconded Amended and Restated 2010 Equity Incentive Plan--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 [removed: - incorporated] [added: for Second Amended and Restated 2010 Equity Incentive Plan--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 [removed: - incorporated] [added: for Second Amended and Restated 2010 Equity Incentive Plan--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) |

| 10.9 | ​ | [Form of Time Vesting Incentive Stock Option Agreement [removed: - incorporated] [added: for Second Amended and Restated 2010 Equity Incentive Plan--incorporated] by reference to Exhibit 10.9 of the Company's Form 10-K dated August 25, 2021*](https://www.sec.gov/Archives/edgar/data/842023/000143774921020980/ex_248810.htm) | |

| 10.10 | ​ | [Form of Performance Vesting Incentive Stock Option Agreement [removed: - incorporated] [added: for Second Amended and Restated 2010 Equity Incentive Plan--incorporated] by reference to Exhibit 10.10 of the Company's Form 10-K dated August 25, 2021*](https://www.sec.gov/Archives/edgar/data/842023/000143774921020980/ex_248811.htm) | |

| 10.11 | ​ | [Form of Employee Non-Qualified Stock Option Agreement [removed: - incorporated] [added: for Second Amended and Restated 2010 Equity Incentive Plan--incorporated] by reference to Exhibit 10.11 of the Company's Form 10-K dated August 25, 2021*](https://www.sec.gov/Archives/edgar/data/842023/000143774921020980/ex_248812.htm) | |

| 10.14 | ​ | [Form of [added: Executive] Employment Agreement by and between the Company and Executive Officers of the Company other than the CEO--incorporated by reference to Exhibit 10.12 of the Company’s Form 10-K dated September 7, 2017*](https://www.sec.gov/Archives/edgar/data/842023/000143774917015711/ex10-12.htm) | |

| 10.29 [added: ​ ​ 10.30] | ​ | [Form of Time Vesting Restricted Stock Unit [removed: Agreement–] [added: Agreement (Global) –] 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) [added: ​ [Form of Executive Employment Agreement by and between the Company and Kim Kelderman – incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated October 19, 2023*](https://www.sec.gov/Archives/edgar/data/842023/000155837023016529/tmb-20231017xex10d1.htm)] | |

| 19 | ​ | [Bio-Techne’s Insider Trading [removed: Policy](https://www.sec.gov/Archives/edgar/data/842023/000155837023015226/tmb-20230630xex19.htm)] [added: Policy](https://www.sec.gov/Archives/edgar/data/842023/000155837024012430/tech-20240630xex19.htm)] | |

| 21 | | [Subsidiaries of the [removed: Company](https://www.sec.gov/Archives/edgar/data/842023/000155837023015226/tmb-20230630xex21d1.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/842023/000155837024012430/tech-20240630xex21.htm)] | |

| 23 | ​ | [Consent of KPMG LLP, Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/842023/000155837023015226/tmb-20230630xex23.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/842023/000155837024012430/tech-20240630xex23.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/842023/000155837023015226/tmb-20230630xex31d1.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/842023/000155837024012430/tech-20240630xex31d1.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/842023/000155837023015226/tmb-20230630xex31d2.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/842023/000155837024012430/tech-20240630xex31d2.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/842023/000155837023015226/tmb-20230630xex32d1.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/842023/000155837024012430/tech-20240630xex32d1.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/842023/000155837023015226/tmb-20230630xex32d2.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/842023/000155837024012430/tech-20240630xex32d2.htm)] | |

| 101 | ​ | The following financial statements from the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, [removed: 2023,] [added: 2024,] 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. | |

| 97 | ​ | [Bio-Techne’s Policy on Recoupment of Certain Executive Incentive Compensation](https://www.sec.gov/Archives/edgar/data/842023/000155837024012430/tech-20240630xex97.htm) | |

| ​ | ​ | ​ | |

| August [removed: 23, 2023] [added: 22, 2024] | ​ | /s/ Robert V. Baumgartner |

| August [removed: 23, 2023] [added: 22, 2024] | ​ | /s/ Julie Bushman |

| August [removed: 23, 2023] [added: 22, 2024] | ​ | /s/ Rupert Vessey |

| August [removed: 23, 2023] [added: 22, 2024] | ​ | /s/ Joseph Keegan, Ph.D. |

| August [removed: 23, 2023] [added: 22, 2024] | ​ | /s/ John L. Higgins |

| August [removed: 23, 2023] [added: 22, 2024] | ​ | /s/ Roeland Nusse, Ph.D. |

| August [removed: 23, 2023] [added: 22, 2024] | ​ | /s/ Alpna Seth, Ph.D. |

| August [removed: 23, 2023] [added: 22, 2024] | ​ | /s/ Randolph C. Steer, Ph.D., M.D. |

| [added: ​ August 22, 2024] | ​ | Dr. Randolph C. Steer, Director [added: ​ /s/ Judith Klimovsky, M.D.] |

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

| August [removed: 23, 2023] [added: 22, 2024] | ​ | /s/ James Hippel |

| Date: August 22, 2024 | ​ | /s/ Kim Kelderman | | |

| | ​ | | By: | Kim Kelderman |

| ​ | ​ | Dr. Judith Klimovsky, Director |

| August 22, 2024 | ​ | /s/ Kim Kelderman |

| Date: August 23, 2023 | ​ | /s/ Charles R. Kummeth | | |

| | ​ | | By: | Charles R. Kummeth |

| August 23, 2023 | ​ | /s/ Charles R. Kummeth |