Bio-Techne (TECH) 10-K risk factor changes: FY2025 vs FY2024

[removed: ●adverse] [added: | | ● | adverse] impacts on customer orders and purchases and unpredictable reductions in demand for many of our products; [added: |]

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

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

[removed: ●price] [added: | | ● | price] increases in our raw materials and capital equipment, as well as increasing price competition in our markets; [added: |]

[removed: ●adverse] [added: | | ● | adverse] impacts on our workforce and/or key employees; [added: |]

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

[removed: ●adverse] [added: | | ● | adverse] impact to the sizes and growth rates of the markets we serve. [added: |]

We engage in business globally, with approximately [removed: 43%] [added: 44%] of our sales revenue in fiscal [removed: 2024] [added: 2025] coming from outside the U.S. Changes, potential changes or uncertainties in social, political, regulatory, and economic conditions or laws and policies governing foreign trade, manufacturing, and development and investment in the territories and countries where we or our customers operate, or governing the health care system, can adversely affect our business and financial results.

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

While we received public payer coverage for certain [removed: uses,] [added: indications,] we [removed: are currently seeking] [added: have also sought] expanded coverage from public payors as well as coverage decisions regarding reimbursement from additional private payers.

[removed: Further,] [added: The process and timeline for obtaining coverage decisions is uncertain and difficult to predict, and] reimbursement reductions due to changes in policy regarding coverage of tests or other requirements for payment (such as prior authorization, diagnosis code and other claims edits, or a physician or qualified practitioner’s signature on test requisitions) may be implemented from time to time.

[removed: All of these payor] [added: Payor] actions and changes may have a material adverse effect on revenue and earnings associated with our diagnostics [removed: products.][added: products and services.]

At the beginning of this fiscal year, we [added: invested in Spear Bio and at the beginning of fiscal year 2024 we] completed the acquisition of [removed: Lunaphore SA,] [added: Lunaphore,] a leading developer of fully automated spatial biology solutions.

[removed: ●businesses,] [added: | | ● | businesses,] technologies, services and products that we acquire or invest in sometimes under-perform relative to our expectations and the price that we paid, fail to perform in accordance with our anticipated timetable or fail to achieve and/or sustain profitability; [added: |]

[removed: ●we] [added: | | ● | we] from time to time incur or assume debt in connection with our acquisitions and investments, which can result in increased borrowing costs and interest expense and diminish our future access to the capital markets; [added: |]

[removed: ●acquisitions,] [added: | | ● | acquisitions,] investments, joint ventures or strategic relationships can cause our financial results to differ from our own or the investment community’s expectations in any given period, or over the long-term; [added: |]

[removed: ●acquisitions,] [added: | | ● | acquisitions,] investments, joint ventures or strategic relationships can create demands on our management, operational resources and financial and internal control systems that we may be unable to effectively address; [added: |]

[removed: ●we] [added: | | ● | we] can experience difficulty in integrating cultures, personnel, operations and financial and other controls and systems and retaining key employees and customers; [added: |]

While retention improved in fiscal [removed: 2024,] [added: 2025,] a number of our businesses and departments continued to face recruitment and retention challenges, and faced labor availability constraints and inflationary costs.

[removed: ●correctly] [added: | | ● | correctly] identify and/or predict customer needs and preferences; [added: |]

[removed: ●allocate] [added: | | ● | allocate] our research funding to products with higher growth prospects; [added: |]

[removed: ●anticipate] [added: | | ● | anticipate] and respond to our competitors’ development of new products and technological innovations; [added: |]

[removed: ●differentiate] [added: | | ● | differentiate] our offerings from our competitors’ offerings and avoid our products from becoming commodities; [added: |]

[removed: ●innovate] [added: | | ● | innovate] and develop new technologies and applications, and acquire or obtain rights to third-party technologies that may have valuable applications in the markets we serve; [added: |]

[removed: ●obtain] [added: | | ● | obtain] adequate intellectual property rights with respect to key technologies; [added: |]

[removed: ●successfully] [added: | | ● | successfully] commercialize new technologies in a timely manner, price them competitively and cost-effectively manufacture and deliver sufficient volumes of new products of appropriate quality on time; [added: |]

[removed: ●stimulate] [added: | | ● | stimulate] customer demand for and convince customers to adopt new technologies. [added: |]

We operate globally, with manufacturing operations in [added: Canada, Switzerland,] China and the UK, and approximately [removed: 43%] [added: 44%] of our revenue in fiscal [removed: 2024] [added: 2025] was from outside the United States.

As of August 16, [removed: 2024,] [added: 2025,] the Company had drawn $313 million under the Credit Agreement.

[removed: ●limiting] [added: | | ● | limiting] our ability to obtain additional financing to fund our working capital, capital expenditures, debt service requirements, expansion strategy, or other needs; [added: |]

[removed: ●increasing] [added: | | ● | increasing] our vulnerability to, and reducing our flexibility in planning for, adverse changes in economic, industry and competitive conditions; and [added: |]

[removed: ●increasing] [added: | | ● | increasing] our vulnerability to increases in interest rates. [added: |]

In fiscal [removed: 2024,] [added: 2025,] currency translation had a favorable effect of approximately [removed: $6] [added: $3] million on revenues due to the value of the U.S. dollar relative to other currencies in which the [removed: company] [added: Company] sells products and services.

In particular, we are affected by the impact of changes to tax laws or related authoritative interpretations in the United [removed: States, including tax reform under the Tax Cuts and Jobs Act which became effective in late 2017, which included broad and complex changes][added: States.]

In the future, our Board may [removed: determine to] reduce or eliminate our common stock dividend in order to fund investments for growth, repurchase shares or conserve capital resources.

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 [removed: 3%] [added: 2%] of our fiscal [removed: 2024] [added: 2025] sales were made to the U.S. federal government).

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

If the Company does not comply with existing or new laws and regulations related to protecting the privacy and security of personal or health information, it could be subject to monetary fines, civil penalties [removed: or] [added: and/or] criminal sanctions.

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We anticipate that there may be additional impact to us in the future from the One Big Beautiful Bill Act.

Developments or changes in national laws or policies to protect or promote domestic interests and/or address foreign competition can have an adverse effect on our business and financial statements.

Developments or changes in national laws or policies to protect or promote domestic interests and/or address foreign competition, including laws and policies in areas such as trade, manufacturing, government purchasing, healthcare, intellectual property, regulatory enforcement and investment/development, can adversely affect our business and financial statements.

The U.S. has announced and/or implemented new tariffs on imports from a wide range of countries, which has prompted retaliatory tariffs, or changes to existing tariffs, by a number of countries.

Beginning in early April 2025, the U.S. implemented and/or announced tariffs on imports from a wide range of countries, and which has prompted a number of countries to impose retaliatory tariffs and/or changes to existing tariffs.

Many of these tariffs and announcements underwent continued revision, with certain tariff levels increasing while others decreased.

Additionally, the U.S. and a number of other countries have implemented a number of product- and industry- specific exclusions, though these exclusions have been subject to revision and/or announced revision as well.

As of the date of this report, a number of the recently-imposed tariffs remain in effect, including significant tariffs between the U.S. and China.

Collectively, these tariffs have increased and will continue to increase the cost to us of supplies and components we import, as well as our cost to serve certain markets, which in turn will require us to bear significant increased costs to do business, and/or implement surcharges, and/or increase the price of certain of our products.

As a result of any surcharge or price increase, there may be an adverse impact on the demand for our products, as well as an adverse impact as to our ability to serve the market in certain countries.

The increased cost of importing raw materials and components from certain countries may disrupt our supply chains, with related impacts to our operations.

In addition, whenever we are unable to fully recover higher costs, or whenever there is a time delay between the increase in costs and our ability to recover these costs, our margins and profitability can decline.

The U.S. and/or other countries may implement additional tariffs and/or other responsive or retaliatory measures, and which would exacerbate the risks and adverse effects noted above.

Though the risks identified above in certain cases have already adversely impacted parts of our business, the full impact of these tariffs and other actions on the Company and on our business partners remains highly uncertain and subject to rapid change.

However, the process and timeline for obtaining coverage decisions is uncertain and difficult to predict.

to the United States tax code.

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

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

That trade tension has not diminished under the current U.S. administration.

The U.S. and China could impose other types of restrictions such as limitations on government procurement or technology export restrictions, which could affect our access to markets.

We manage the business in two operating segments – our Protein Sciences segment and our Diagnostics and [removed: Genomics] [added: Spatial Biology] segment.

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

As disclosed in Note 4, the Company completed the acquisition of Lunaphore [added: in fiscal 2024] for $169.7 million, in a cash-free, debt-free acquisition.

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

Foreign currency translation and a business [removed: held-for sale] [added: held-for-sale] did not have a material impact.

Organic revenue growth was primarily driven by strong commercial execution in our Diagnostics and [removed: Genomics] [added: Spatial Biology] segment.

Consolidated net [removed: earnings,] [added: earnings for fiscal 2024,] including non-controlling interest, decreased 41% compared to fiscal 2023.

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

The decrease in [removed: fiscal 2024] [added: earnings] was [removed: also] impacted by [added: a non-recurring loss on an arbitration award,] impairment of assets held-for-sale, [added: and] restructuring [removed: charges,] and [removed: CEO transition related] [added: restructuring-related] charges.

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

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

For fiscal [removed: 2023,] [added: 2025,] consolidated net sales increased [removed: 3%] [added: 5% to $1.2 billion] as compared to fiscal [removed: 2022.][added: 2024.]

Organic growth [added: for the segment] was [removed: 5%,] [added: 6%] with [added: acquisitions having a 5% impact and] foreign currency [removed: translation] [added: exchange] having [removed: an unfavorable] [added: a favorable] impact of [removed: 2% and acquisitions having an immaterial impact.][added: 1% on revenue growth.]

Organic revenue growth was primarily driven by [removed: consumable growth] [added: strong commercial execution] in [removed: both] our [removed: Diagnostics and Genomics and] Protein Sciences [removed: segments.][added: segment.]

[removed: Adjusted net earnings attributable to Bio-Techne] [added: Fiscal 2023 consolidated gross margin] was [removed: primarily] [added: unfavorably] impacted by foreign currency exchange and strategic growth investments including the Namocell acquisition.

| *​* | | [removed: 2024] [added: 2025] | | [removed: 2023] [added: 2024] | | [removed: 2022] [added: 2023] | |

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

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

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

| Impact of business held for sale | ​ | 0 | % | [removed: —] [added: 0] | % | — | % |

| Consolidated net sales growth | | [removed: 2] [added: 5] | % | [removed: 3] [added: 2] | % | [removed: 19] [added: 3] | % |

| ​ | | [removed: 2024] [added: 2025] | | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | |

| Protein Sciences | ​ | $ | [removed: 830,902] [added: 870,245] | ​ | $ | [removed: 845,747] [added: 830,902] | ​ | $ | [removed: 832,311] [added: 845,747] |

| Diagnostics and [removed: Genomics] [added: Spatial Biology] | ​ | | [removed: 326,392] [added: 346,263] | ​ | | [removed: 292,602] [added: 326,392] | ​ | | [removed: 274,843] [added: 292,602] |

| Other revenue(1) | ​ | ​ | [removed: 4,153] [added: 4,152] | ​ | ​ | [removed: —] [added: 4,153] | ​ | ​ | — |

| Intersegment | ​ | | [removed: (2,387)] [added: (1,025)] | ​ | | [removed: (1,647)] [added: (2,387)] | ​ | | [removed: (1,555)] [added: (1,647)] |

| Consolidated net sales | ​ | $ | [removed: 1,159,060] [added: 1,219,635] | ​ | $ | [removed: 1,136,702] [added: 1,159,060] | ​ | $ | [removed: 1,105,599] [added: 1,136,702] |

[added: |] (1) [added: |] Since December 31, 2023, the Company has a business that has met the held-for-sale criteria. [added: The years ended June 30, 2025 and 2024 include the twelve and six month results, respectively, while the business has met the held-for-sale criteria. |]

[removed: The year ended June 30, 2024 includes] [added: | (2) | Since December 31, 2023,] the [removed: six-month results of this] [added: Company has a] business [removed: held-for-sale for] [added: that has met] the [removed: period starting December 31, 2023 through] [added: held-for-sale criteria. The years ended] June 30, [added: 2025 and] 2024 [added: include the twelve and six month results, respectively,] while the business has met the held-for-sale criteria. [added: |]

[added: The exclusion of third and fourth quarter of] fiscal 2024 sales related to a held-for-sale business reduced sales by 1%.

Organic revenue for the segment declined 2% for the fiscal year, with foreign currency exchange having a favorable [removed: 1%] impact [added: of 1%] on revenue.

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

Organic growth for the segment was [removed: 6%, with acquisitions having a 5% impact] [added: 6%] and foreign currency exchange [removed: having] [added: did not have] a [removed: favorable] [added: material] impact [removed: of 1%] on revenue growth.

In fiscal [removed: 2023,] [added: 2025,] Protein Sciences segment net sales increased [removed: 2%] [added: 5%] compared to fiscal [removed: 2022.][added: 2024.]

In fiscal [removed: 2023,] [added: 2025,] Diagnostics and [removed: Genomics] [added: Spatial Biology] segment net sales increased 6% compared to fiscal [removed: 2022.][added: 2024.]

Consolidated gross margins were [added: 64.8%,] 66.4%, [removed: 67.7%,] and [removed: 68.4%] [added: 67.7%] in fiscal [added: 2025,] 2024, [removed: 2023,] and [removed: 2022.][added: 2023.]

Excluding the impact of acquired inventory sold, amortization of intangibles, stock compensation expense, restructuring and restructuring-related costs, impact of business held-for-sale, and the impact of partially-owned consolidated subsidiaries, adjusted gross margins were [added: 70.4%,] 71.0%, [removed: 71.7%,] and [removed: 72.5%] [added: 71.7%] in fiscal [added: 2025,] 2024, [removed: 2023,] and [removed: 2022,] [added: 2023,] respectively.

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

| ​ | [added: |] *​* | [removed: 2024] [added: 2025] | | [removed: 2023] [added: *​*] | [added: 2024] | [removed: 2022] | [added: *​*] | [added: 2023 | |]

| [removed: Consolidated gross] [added: Gross] margin percentage [added: - GAAP] | ​ | [removed: 66.4] [added: ​] | [added: 64.8 |] % | [removed: 67.7] [added: ​] | [added: 66.4 |] % | [removed: 68.4] [added: ​] | [added: 67.7 |] % |

Organic growth was 5%, and foreign currency translation and a business held-for-sale did not have a material impact.

Consolidated net earnings for fiscal 2025 decreased 56% compared to fiscal 2024.

increased 8% in fiscal 2025 as compared to fiscal 2024.

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The exclusion of fiscal 2025 sales related to the held-for-sale business did not have a material impact on sales.

Organic revenue for the segment increased 5% for the

fiscal year, and foreign currency exchange did not have a material impact on revenue growth.

Segment revenue was driven by strong proteomic analytical solutions and cell therapy performance and commercial execution.

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

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

Consolidated gross margin in fiscal year 2025 was impacted by the reinstatement of incentive accruals and product mix.

Fiscal 2025 consolidated gross margin was impacted by the resinstatement of incentive accruals and an unfavorable product mix when compared to the prior period.

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| Total consolidated net sales | | $ | 1,219,635 | ​ | $ | 1,159,060 | ​ | $ | 1,136,702 | ​ |

| Business held-for-sale(2) | | ​ | 4,152 | ​ | ​ | 4,153 | ​ | ​ | — | ​ |

| Revenue from recurring operations | | $ | 1,215,483 | ​ | $ | 1,154,907 | ​ | $ | 1,136,702 | ​ |

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

| Gross margin - GAAP | ​ | $ | 790,272 | ​ | $ | 769,725 | ​ | $ | 769,815 | ​ |

| Amortization of intangibles | ​ | ​ | 44,035 | ​ | ​ | 46,609 | ​ | ​ | 44,337 | ​ |

| Stock-based compensation, inclusive of employer taxes | ​ | ​ | 1,298 | ​ | ​ | 825 | ​ | ​ | 948 | ​ |

| Adjusted gross margin | ​ | $ | 856,303 | ​ | $ | 820,293 | ​ | $ | 814,043 | ​ |

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| (3) | Adjusted gross margin percentage excludes the revenue and the gross margin of the business held-for-sale. |

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The decrease in the Diagnostics and Spatial Biology segment’s gross margin percentage for fiscal 2025 as compared to fiscal 2024 is primarily attributable to reinstatement of incentive accruals and an unfavorable mix of product sales within the segment.

Selling, general, and administrative expenses increased primarily due to a non-recurring arbitration award and impairment of assets held-for-sale.

During fiscal 2025, average monthly outstanding debt was lower than fiscal 2024 leading to decreased interest expense compared to fiscal 2024.

| ​ | *​* | 2025 | | ​ | 2024 | | ​ | 2023 | |

During fiscal 2025, the Company recognized a gain of $0.9 million related to our equity method investment in Wilson Wolf.

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| ​ | *​* | 2025 | | ​ | 2024 | | *​* | 2023 | | |

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

| Certain litigation charges | ​ | ​ | 41,827 | ​ | ​ | 3,506 | ​ | ​ | — | ​ |

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| ​ | ​ | 2025 | ​ | 2024 | ​ | 2023 | |

During fiscal 2025, the Company invested $15.0 million into Spear Bio.

Additionally in fiscal 2025, the Company received $2.4 million from the sale of assets held-for-sale.

After adjusting for cost recognized upon

Consolidated earnings, including non-controlling interest, increased 8% compared to fiscal 2022.

The increase in earnings was driven by a gain on the sale of our ChemoCentryx investment and a gain on the sale of our investment in Eminence.

After adjusting for acquisition related costs, intangibles amortization, stock-based compensation, restructuring costs, gain on investments, and impact from partially-owned consolidated subsidiaries, adjusted net earnings attributable to Bio-Techne decreased 1% in fiscal 2023 as compared to fiscal 2022.

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The exclusion of third and fourth quarter of

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

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

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

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

Consolidated gross margins were impacted by revenue.

Fiscal 2023 consolidated gross margin was unfavorably impacted by foreign currency exchange and strategic growth investments including the Namocell acquisition when compared to fiscal 2022.

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

| ​ | *​* | ​ | ​ | ​ | ​ | ​ | |

| Amortization of intangibles | ​ | 4.0 | % | 4.0 | % | 3.7 | % |

| Stock compensation expense - COGS | ​ | 0.1 | % | 0.1 | % | 0.1 | % |

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 change in the Diagnostics and Genomics segment’s gross margin percentage for fiscal 2023 as compared to fiscal 2022 is due to fiscal 2022 revenue related to the ExoTru kidney transplant rejection agreement that did not reoccur in fiscal 2023.

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

Selling, general, and administrative expenses increased primarily due to strategic investments made in the business to support future growth including the Namocell acquisition.

| Eminence impairment(1) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 18,715 |

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

(1)Refer to the Goodwill Impairment section within the Critical Accounting Policies for further details on the Eminence impairment.

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

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

During fiscal 2022, the Company recognized gains of $16.1 million related to changes in fair value associated with changes in the stock price of our CCXI investment.

Additionally, the Company recognized losses of $1.1 million related to changes in fair value associated with changes in the stock price of our exchange traded investment grade bond funds.

On August 4, 2022, the Company sold all of its shares in CCXI.

| Eminence impairment | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 18,715 | ​ |

At June 30, 2024, all of the Company’s available-for-sale investment account balances of $1.1 million were located in Europe.

The outflow of cash in fiscal year 2022 compared to fiscal year 2024 and fiscal year 2023 was driven by the purchase of the exchange traded investment grade bond funds in fiscal year 2022, which had a cost basis of $25.0 million, that did not reoccur in the comparative periods.

There were no payments during fiscal 2024 nor fiscal 2023 for contingent consideration.

During fiscal 2022, the Company made $4.0 million in cash payments towards the Quad contingent consideration liability.

Of the $4.0 million in total

payments, $0.7 million is classified as financing on the statement of cash flows.

The remaining $3.3 million was recorded as operating on the statement of cash flows as it represents the consideration liability that exceeds the amount of the contingent consideration liability recognized at the acquisition date.

probability of achievement of such milestones.

During the

In the first quarter of fiscal 2022, the Company combined the management of the Exosome Diagnostics and Asuragen reporting units, both of which were included in the Diagnostics and Genomics operating segment.

Approximately [removed: 31%] [added: 32%] of the Company’s consolidated net sales in fiscal [removed: 2024] [added: 2025] were made in foreign currencies, including [removed: 14%] [added: 15%] in euro, 4% in British pound sterling, [removed: 6%] [added: 5%] in Chinese yuan, 3% in Canadian dollars, 1% in Swiss francs, and the remaining [removed: 3%] [added: 4%] in other currencies.

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

| ​ | [removed: 2024] [added: *​*] | [added: 2025] | [added: |] ​ | [removed: 2023] [added: 2024] | | ​ | [removed: 2022] [added: 2023] | |

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

| High | [added: ​ |] $ | [removed: 1.10] [added: 1.17] | ​ | $ | 1.10 | ​ | $ | [removed: 1.19] [added: 1.10] |

| Low | [added: ​] | [removed: 1.06] | [added: 1.04 |] ​ | | [removed: 0.98] [added: 1.06] | ​ | | [removed: 1.05] [added: 0.98] |

| Average | [added: ​] | [removed: 1.08] | [added: 1.09 |] ​ | | [removed: 1.05] [added: 1.08] | ​ | | [removed: 1.12] [added: 1.05] |

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

| High | [added: ​ |] $ | [removed: 1.29] [added: 1.37] | ​ | $ | [removed: 1.27] [added: 1.29] | ​ | $ | [removed: 1.39] [added: 1.27] |

| Low | [added: ​] | [removed: 1.22] | [added: 1.24 |] ​ | | [removed: 1.11] [added: 1.22] | ​ | | [removed: 1.21] [added: 1.11] |

| Average | [added: ​] | [removed: 1.26] | [added: 1.30 |] ​ | | [removed: 1.21] [added: 1.26] | ​ | | [removed: 1.32] [added: 1.21] |

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

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

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

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

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

| High | [added: ​ |] $ | [removed: 0.76] [added: 0.74] | ​ | $ | [removed: 0.78] [added: 0.76] | ​ | $ | [removed: 0.81] [added: 0.78] |

| Low | [added: ​] | [removed: 0.72] | [added: 0.69 |] ​ | | [removed: 0.73] [added: 0.72] | ​ | | [removed: 0.78] [added: 0.73] |

| Average | [added: ​] | [removed: 0.74] | [added: 0.72 |] ​ | | 0.74 | ​ | | [removed: 0.79] [added: 0.74] |

| Swiss franc | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | [added: ​ |]

| High | [added: ​ |] $ | [removed: 1.19] [added: 1.26] | ​ | $ | [removed: 1.12] [added: 1.19] | ​ | $ | [removed: 1.10] [added: 1.12] |

| Low | [added: ​] | [removed: 1.09] | [added: 1.10 |] ​ | | [removed: 1.00] [added: 1.09] | ​ | | [removed: 1.03] [added: 1.00] |

| Average | [added: ​] | [removed: 1.13] | [added: 1.16 |] ​ | | [removed: 1.07] [added: 1.13] | ​ | | [removed: 1.08] [added: 1.07] |

Foreign currency transaction gains and losses are included in [removed: "Other] [added: Other] non-operating [added: (income)] expense, [removed: net"] [added: net] in the Consolidated [removed: Statement] [added: Statements] of Earnings and Comprehensive Income.

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

The effects of a hypothetical simultaneous 10% appreciation in the U.S. dollar from June 30, [removed: 2024] [added: 2025] levels against the euro, British pound sterling, Chinese yuan, Canadian dollar and Swiss francs are as follows (in thousands):

| Decrease in translation of earnings of foreign subsidiaries | | $ | [removed: 3,542] [added: 4,166] |

| Decrease in translation of net assets of foreign subsidiaries | ​ | | [removed: 59,519] [added: 60,580] |

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

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

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

| Additional transaction gain | ​ | | (698) |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

| Additional transaction losses | ​ | | 3,394 |

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

We manage the business in two operating segments – our Protein Sciences segment and our Diagnostics and [removed: Genomics] [added: Spatial Biology] segment.

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

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

[removed: Since 2013, we] [added: We] have [removed: been implementing] [added: implemented] a disciplined strategy to accelerate growth in part by acquiring businesses and product portfolios that leveraged and diversified our existing product lines, filled portfolio gaps with differentiated high growth businesses, and expanded our geographic scope.

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

We aim to deeply understand [removed: customers] [added: customers’] wants and needs while simultaneously offering high-quality service at every touchpoint.

The Protein Sciences segment is the larger of our two segments, representing approximately 72% of our net sales in fiscal [removed: 2024.][added: 2025.]

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

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 [removed: in –] [added: in,] and eventual acquisition of [removed: –] [added: ,] Wilson Wolf, [removed: which is] a leading provider of cell culture devices for cell-based therapies.

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

[removed: We also sell through third] party distributors in China, Japan, certain eastern European countries and the rest of the world.

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: 2025,] 2024, [removed: 2023,] or [removed: 2022.][added: 2023.]

DIAGNOSTICS AND [removed: GENOMICS] [added: SPATIAL BIOLOGY] SEGMENT

The Diagnostics and [removed: Genomics] [added: Spatial Biology] segment, representing approximately 28% of our net revenues in fiscal [removed: 2024,] [added: 2025,] includes three divisions and is focused primarily on the diagnostic and research markets and includes spatial biology, liquid biopsy, molecular diagnostics kits and products, and diagnostics reagents.

Diagnostics and [removed: Genomics] [added: Spatial Biology] Segment Products

In the first quarter of fiscal [removed: 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.

Diagnostics and [removed: Genomics] [added: Spatial Biology] Segment Customers and Distribution Methods

In addition to being useful research tools, our DNA and RNA _in situ_ hybridization (ISH) assays have diagnostics [removed: applications as well,] [added: applications,] and several are cleared or currently under review by the FDA in partnership with diagnostics instrument manufacturers and pharmaceutical companies.

[removed: branded] [added: The Asuragen-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 [removed: years 2024, 2023] [added: 2025, 2024] or [removed: 2022.][added: 2023.]

As a result, we can experience material and sometimes unpredictable fluctuations in our revenue from the Diagnostics and [removed: Genomics] [added: Spatial Biology] segment.

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

In fiscal [removed: 2024,] [added: 2025,] we introduced over [removed: 800] [added: 400] new products.

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

Through its subsidiaries, Bio-Techne employed approximately 3,100 full-time and part-time employees as of June 30, [removed: 2024,] [added: 2025,] of whom approximately 2,300 were employed in the United States and approximately 800 outside the United States.

We strive to create an employee experience that allows each to achieve their [removed: life’s best work.][added: full potential.]

This is demonstrated by [removed: leading with] our EPIC values of Empowerment, Passion, Innovation and Collaboration.

Our [removed: talent management] [added: people] strategy spans multiple key dimensions, including the following:

Bio-Techne’s Board of Directors reviews management succession planning at least annually, and its Compensation Committee reviews the Company’s [removed: talent management] [added: people] strategy periodically in connection with significant initiatives and acquisitions, as well as part of its oversight of our executive and equity compensation programs.

At the management level, our Chief Human Resources Officer, who reports directly to our President and CEO, is responsible for the development and execution of the Company’s [removed: talent management] [added: people] strategy.

In [removed: 2024, 74%] [added: 2025, two-thirds] of our global workforce participated, and [removed: 77%] [added: 75%] of those who responded provided favorable feedback.

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

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

In fiscal [removed: year 2024,] [added: 2025,] we empowered work/life integration through hybrid work models wherever feasible, continued to cultivate belonging and [removed: inclusion through deepened investment of resources to our ERGs,] [added: inclusion,] and paved the path for career growth through the personalized development and [removed: implementation of] individual action plans.

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

As of June 30, [removed: 2024,] [added: 2025,] we had [removed: 10] [added: 11] ERGs operating globally.

As of June 30, [removed: 2024, 49%] [added: 2025, 48%] of our total employee population was female, and 43% of our managerial employees were female.

39% of our total employee population identified as nonwhite and [removed: 26%] [added: 28%] of our managerial employees identified as nonwhite.

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

Recent examples include the investment in Spear Bio at the beginning of fiscal 2025 and the acquisition of Lunaphore SA (“Lunaphore”) at the beginning of fiscal 2024.

We also sell through third

While this is an area of focus for the Company, there is no

Under the guidance of our executive-sponsored Employee Resource Group

Council, ERGs offer mentorship, support and engagement to help our employees succeed and thrive.

charitable causes and activities.

In addition, HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, also restricts the use and disclosure of patient identifiable health information,

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

From fiscal years 2013 through 2024 we have acquired, agreed to acquire, or made investments in twenty companies that have expanded the product offerings and geographic footprint of both operating segments, including the acquisition of Lunaphore SA (“Lunaphore”) at the beginning of fiscal year 2024.

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.

The Asuragen-

certain regulations that apply to companies doing business with governments.

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).

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

Some charitable causes are identified and promoted by our ERGs.

to the Company’s business.

As of August [removed: 16, 2024,] [added: 22, 2025,] the Company is not a party to any legal proceedings that, individually or in the aggregate, are reasonably expected to have a material adverse effect on the Company’s business, results of operations, financial condition or cash flows.

| For the fiscal year ended June 30, [removed: 2024,] [added: 2025,] or | |

As of December 31, [removed: 2023,] [added: 2024,] the aggregate market value of the Common Stock held by non-affiliates of the Registrant was [removed: $12.1] [added: $11.4] billion based upon the closing sale price as reported on The Nasdaq Stock Market [removed: ($77.16] [added: ($72.03] per share).

As of August [removed: 16, 2024, 158,600,408] [added: 18, 2025, 155,549,587] shares of the Company’s Common Stock ($0.01 par value) were outstanding.

Portions of the Company’s Proxy Statement for its [removed: 2024] [added: 2025] Annual Meeting of Shareholders are incorporated by reference into Part III.

| [Item 1.](#ITEM1BUSINESS_456855) | [Business](#ITEM1BUSINESS_456855) | [removed: 6] [added: 4] |

| [Item 1A.](#ITEM1ARISKFACTORS_130055) | [Risk Factors](#ITEM1ARISKFACTORS_130055) | [removed: 17] [added: 14] |

| [Item 1B.](#ITEM1BUNRESOLVEDSTAFFCOMMENTS_541500) | [Unresolved Staff Comments](#ITEM1BUNRESOLVEDSTAFFCOMMENTS_541500) | [removed: 30] [added: 28] |

| [Item 1C.](#ITEM1CCYBERSECURITY_557857) | [Cybersecurity](#ITEM1CCYBERSECURITY_557857) | [removed: 30] [added: 28] |

| [Item 2.](#ITEM2PROPERTIES_297355) | [Properties](#ITEM2PROPERTIES_297355) | [removed: 31] [added: 29] |

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

| [Item 4.](#ITEM4MINESAFETYDISCLOSURES_813807) | [Mine Safety Disclosures](#ITEM4MINESAFETYDISCLOSURES_813807) | [removed: 32] [added: 30] |

| [Item 5.](#ITEM5MARKETFORTHEREGISTRANTSCOMMONEQUITY) | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#ITEM5MARKETFORTHEREGISTRANTSCOMMONEQUITY) | [removed: 32] [added: 30] |

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

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

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

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

| [Item 9.](#ITEM9CHANGESINANDDISAGREEMENTSWITHACCOUN) | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#ITEM9CHANGESINANDDISAGREEMENTSWITHACCOUN) | [removed: 90] [added: 88] |

| [Item 9A.](#ITEM9ACONTROLSANDPROCEDURES_526833) | [Controls and Procedures](#ITEM9ACONTROLSANDPROCEDURES_526833) | [removed: 90] [added: 88] |

| [Item 9B.](#ITEM9BOTHERINFORMATION_754197) | [Other Information](#ITEM9BOTHERINFORMATION_754197) | [removed: 91] [added: 89] |

| [Item 10.](#ITEM10DIRECTORSEXECUTIVEOFFICERSANDCORPO) | [Directors, Executive Officers](#ITEM10DIRECTORSEXECUTIVEOFFICERSANDCORPO) | [removed: 92] [added: 89] |

| [Item 11.](#ITEM11EXECUTIVECOMPENSATION_411916) | [Executive Compensation](#ITEM11EXECUTIVECOMPENSATION_411916) | [removed: 92] [added: 89] |

| [Item 12.](#ITEM12SECURITYOWNERSHIPOFCERTAINBENEFICI) | [Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters](#ITEM12SECURITYOWNERSHIPOFCERTAINBENEFICI) | [removed: 92] [added: 89] |

| [Item 13.](#ITEM13CERTAINRELATIONSHIPSANDRELATEDTRAN) | [Certain Relationships and Related Transactions, and Director Independence](#ITEM13CERTAINRELATIONSHIPSANDRELATEDTRAN) | [removed: 92] [added: 89] |

| [Item 14.](#ITEM14PRINCIPALACCOUNTINGFEESANDSERVICES) | [Principal Accounting Fees and Services](#ITEM14PRINCIPALACCOUNTINGFEESANDSERVICES) | [removed: 92] [added: 89] |

| [Item 15.](#ITEM15EXHIBITSFINANCIALSTATEMENTSCHEDULE) | [Exhibits, Financial Statement Schedules](#ITEM15EXHIBITSFINANCIALSTATEMENTSCHEDULE) | [removed: 93] [added: 90] |

| | [SIGNATURES](#SIGNATURES_814919) | [removed: 97] [added: 94] |

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

Investment in our securities involves risk and uncertainty and you should carefully consider all information in this Annual Report on Form 10-K prior to making an investment decision regarding our securities.

Below is a summary of material risks and uncertainties we face, which are discussed more fully in “Item 1A.

Risk Factors”:

Economic and Industry

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

| | ● | International political, compliance and business factors, including the military conflict in Ukraine, Israel’s conflict in Gaza, and trade tensions between the U.S. and China, can negatively impact our operations and financial results. |

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

Acquisition and Investment Risks

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

●Our acquisition of businesses, investments, joint ventures and other strategic relationships, if not properly implemented or integrated, could negatively impact our business and financial results.

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

Strategic and Operational Risks

●Our success will be dependent on recruiting and retaining highly qualified and diverse personnel and creating and maintaining a culture that successfully integrates the employees joining through acquisitions.

●Our growth depends in part on the timely development and commercialization of new and enhanced products and services that meet our customers’ needs.

Our growth can also be negatively impacted if our customers do not grow as anticipated.

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

●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.

●If we suffer a loss to our supply chains, distribution systems or information technology systems due to catastrophe or other events, our operations could be seriously harmed.

●The manufacture of many of our products is a complex process, and if we directly or indirectly encounter problems manufacturing products, our business and financial results could suffer.

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

●The Company relies heavily on internal manufacturing and related operations to produce, package and distribute its products which, if disrupted, could materially impair our business operations.

Our business could be adversely affected by disruptions at our sites.

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

●Defects, unanticipated use of or inadequate disclosure with respect to our products, or allegations thereof, can adversely affect our business and financial results.

●Because we rely heavily on third-party package-delivery services, a significant disruption in these services or significant increases in prices may disrupt our ability to ship products, increase our costs and lower our profitability.

Intellectual Property Risks

●We are dependent on maintaining our intellectual property rights.

If we are unable to adequately protect our intellectual property, or if third parties infringe our intellectual property rights, we may suffer competitive injury or expend significant resources enforcing our rights.

●We may be involved in disputes to determine the scope, coverage and validity of others’ proprietary rights, or to defend against third-party claims of intellectual property infringement, any of which could be time-intensive and costly and may adversely impact our business.

Financial and Tax Risks

●We have entered into and drawn on a revolving credit facility, and we may incur additional debt in the future.

The burden of this additional debt could adversely affect us, make us more vulnerable to adverse economic or industry conditions, and prevent us from funding our expansion strategy.

| | ● | Our business and financial results can be adversely affected by foreign currency exchange rates, changes in our tax rates, and tax liabilities and assessments (including as a result of changes in tax laws). |

●Dividends on our common stock could be reduced or eliminated in the future.

Legal, Regulatory, Compliance and Reputational Risks

| | ● | Our business is subject to extensive regulation; failure to comply with these regulations could adversely affect our business and financial results. |

●Significant developments or changes in U.S. laws or policies, including changes in U.S. trade policies and tariffs and the reaction of other countries thereto, can have an adverse effect on our business and financial results.

●Our business and financial results can be impaired by improper conduct of any of our employees, agents, or business partners.

●Certain of our businesses are subject to extensive regulation by the U.S. FDA and 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.

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

The [removed: CISO] [added: Director of IT Infrastrcuture and Security] reports to the [removed: Chief Information Officer (“CIO”),] [added: CIO,] and the CIO reports to the Chief [removed: Executive] [added: Financial] Officer.

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

The IRT supports the [removed: 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.

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

In addition, [added: on at least an annual basis,] the [removed: 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.

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

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 [removed: third party] [added: third-party] providers software and service providers.

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

The Minneapolis facilities are utilized by both the Company’s Protein Sciences and Diagnostics and [removed: Genomics] [added: Spatial Biology] segments.

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

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

The Company owns a [removed: 52,700] [added: 53,000] square foot manufacturing facility in Wallingford, Connecticut.

The Company leases the following material facilities, which are utilized by both the Company’s Protein Sciences segment the Diagnostics & [removed: Genomics] [added: Spatial Biology] segment.

| Bio-Techne China | | Shanghai and Beijing, China | | Office/warehouse | | [removed: 29,200] [added: 34,000] |

| Tocris | | Bristol, United Kingdom | | Office/manufacturing/lab/warehouse | | [removed: 30,000] [added: 41,000] |

| PrimeGene | | Shanghai, China | | Office/manufacturing/lab | | [removed: 59,300] [added: 59,000] |

| ProteinSimple Ltd. | | Ottawa, Canada | | Office/manufacturing/warehouse | | [removed: 10,800] [added: 11,000] |

| Cliniqa | | San Marcos, California | | Office/manufacturing/warehouse | | [removed: 62,800] [added: 63,000] |

| Advanced Cell Diagnostics | | Newark, California | | Office/manufacturing/warehouse | | [removed: 55,900] [added: 56,000] |

| Exosome Diagnostics | | Waltham, Massachusetts | | Office/manufacturing/warehouse | | [removed: 38,400] [added: 38,000] |

| Asuragen | | Austin, Texas | | Office/manufacturing/warehouse | | [removed: 47,400] [added: 47,000] |

| Lunaphore | ​ | Tolochenaz, Switzerland | ​ | Office/manufacturing/warehouse | ​ | [removed: 24,985] [added: 26,000] |

As of August [removed: 16, 2024,] [added: 12, 2025,] there were over [removed: 160,000] [added: 170,000] beneficial shareholders of the Company’s common stock and over 110 shareholders of record.

The Company paid annual cash dividends totaling $50.4 million, [removed: $50.3] [added: $50.4] million, and [removed: $50.2] [added: $50.3] million in fiscal [added: 2025,] 2024, [removed: 2023,] and [removed: 2022,] [added: 2023,] respectively.

The plan [removed: authorizes] [added: authorized] the Company to purchase up to $400 million in stock.

The table below sets forth certain information regarding our purchases of common stock in open market transactions during fiscal [removed: year 2024.][added: 2025.]

| July 1 - September 30, [removed: 2023] [added: 2024] | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | ​ |

| [removed: December] [added: July] 1 - [added: July] 31, [removed: 2023] [added: 2024] | ​ | — | ​ | [removed: ​] [added: $] | — | ​ | — | ​ | [removed: ​] [added: $] | 180,739,094 |

| [removed: January] [added: August] 1 - [added: August] 31, 2024 | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | 180,739,094 |

| [removed: February] [added: September] 1 - [removed: 29,] [added: September 30,] 2024 | [added: ​] | — | ​ | ​ | — | ​ | — | ​ | ​ | 180,739,094 |

| [removed: March] [added: October] 1 - 31, 2024 | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | 180,739,094 |

The comparison assumes $100 was invested on the last trading day before July 1, [removed: 2018] [added: 2019] in the Company’s common stock and in each of the foregoing indices and assumes reinvestment of dividends.

[removed: ][added: ]

Additionally, the Board approved a new share repurchase plan on April 30, 2025, to replace the previous share repurchase plan, that authorizes the Company to purchase up to $500 million of the Company’s stock.

| November 1 - 30, 2024 | | 1,118,492 | ​ | ​ | 67.62 | ​ | 1,118,492 | ​ | ​ | 105,110,738 |

| December 1 - 31, 2024 | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | 105,110,738 |

| October 1 - December 31, 2024 | ​ | 1,118,492 | ​ | ​ | 67.62 | ​ | 1,118,492 | ​ | ​ | ​ |

| January 1 - 31, 2025 | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | 105,110,738 |

| February 1 - 29, 2025 | | 1,488,563 | ​ | ​ | 67.21 | ​ | 1,488,563 | ​ | ​ | 5,066,126 |

| March 1 - 31, 2025 | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | 5,066,126 |

| January 1 - March 31, 2025 | ​ | 1,488,563 | ​ | ​ | 67.21 | ​ | 1,488,563 | ​ | ​ | ​ |

| April 1 - 30, 2025 | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | 505,066,126 |

| May 1 - 31, 2025 | ​ | 1,943,140 | ​ | ​ | 51.49 | ​ | 1,943,140 | ​ | ​ | 405,007,867 |

| June 1 - 30, 2025 | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | 405,007,867 |

| April 1 - June 30, 2025 | ​ | 1,943,140 | ​ | ​ | 51.49 | ​ | 1,943,140 | ​ | ​ | ​ |

| July 1, 2024 - June 30, 2025 | ​ | 4,550,195 | ​ | ​ | 60.60 | ​ | 4,550,195 | ​ | ​ | ​ |

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

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

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

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

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

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

| 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 | ​ | ​ | ​ |

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

| ​ | *​* | [removed: 2024] [added: 2025] | | ​ | [removed: 2023] [added: 2024] | | ​ | [removed: 2022] [added: 2023] | |

| Net sales | ​ | $ | [removed: 1,159,060] [added: 1,219,635] | ​ | $ | [removed: 1,136,702] [added: 1,159,060] | ​ | $ | [removed: 1,105,599] [added: 1,136,702] |

| Cost of sales | ​ | | [removed: 389,335] [added: 429,363] | ​ | | [removed: 366,887] [added: 389,335] | ​ | | [removed: 349,103] [added: 366,887] |

| Gross margin | ​ | | [removed: 769,725] [added: 790,272] | ​ | | [removed: 769,815] [added: 769,725] | ​ | | [removed: 756,496] [added: 769,815] |

| Selling, general and administrative | ​ | | [removed: 466,375] [added: 588,521] | ​ | | [removed: 378,378] [added: 466,375] | ​ | | [removed: 372,766] [added: 378,378] |

| Research and development | ​ | | [removed: 96,664] [added: 99,496] | ​ | | [removed: 92,493] [added: 96,664] | ​ | | [removed: 87,140] [added: 92,493] |

| Total operating expenses | ​ | | [removed: 563,039] [added: 688,017] | ​ | | [removed: 470,871] [added: 563,039] | ​ | | [removed: 459,906] [added: 470,871] |

| Operating income | ​ | | [removed: 206,686] [added: 102,255] | ​ | | [removed: 298,944] [added: 206,686] | ​ | | [removed: 296,590] [added: 298,944] |

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

| Interest expense | ​ | | [removed: (15,736)] [added: (8,509)] | ​ | | [removed: (11,215)] [added: (15,736)] | ​ | | [removed: (11,309)] [added: (11,215)] |

| Interest income | ​ | | [removed: 3,323] [added: 3,886] | ​ | | [removed: 3,410] [added: 3,323] | ​ | | [removed: 794] [added: 3,410] |

| Other non-operating income (expense), net | ​ | | [removed: (8,584)] [added: 831] | ​ | | [removed: 47,520] [added: (8,584)] | ​ | | [removed: 15,311] [added: 47,520] |

| Total other income (expense), net | ​ | | [removed: (20,997)] [added: (3,792)] | ​ | | [removed: 39,715] [added: (20,997)] | ​ | | [removed: 4,796] [added: 39,715] |

| Earnings before income taxes | ​ | | [removed: 185,689] [added: 98,463] | ​ | | [removed: 338,659] [added: 185,689] | ​ | | [removed: 301,386] [added: 338,659] |

| Income taxes | ​ | | [removed: 17,584] [added: 25,063] | ​ | | [removed: 53,217] [added: 17,584] | ​ | | [removed: 38,287] [added: 53,217] |

| Net earnings, including noncontrolling interest | ​ | [added: ​] | [removed: 168,105] [added: $] | [removed: ​] [added: 73,400] | | [removed: 285,442] [added: $] | [removed: ​] [added: 168,105] | | [removed: 263,099] [added: $] | [added: 285,442 |]

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

| Net earnings attributable to Bio-Techne | ​ | $ | [removed: 168,105] [added: 73,400] | ​ | [removed: $] [added: ​] | [removed: 285,263] [added: 168,105] | ​ | [removed: $] [added: ​] | [removed: 272,051] [added: 285,263] |

| Foreign currency translation income (loss) | ​ | | [removed: (7,492)] [added: 24,002] | ​ | | [removed: 4,191] [added: (7,492)] | ​ | | [removed: (32,241)] [added: 4,191] |

| 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 [removed: amounts disclosed in Note 8] | ​ | | [removed: (4,760)] [added: (5,566)] | ​ | | [removed: 4,793] [added: (4,760)] | ​ | | [removed: 14,262] [added: 4,793] |

| Other comprehensive income (loss) | ​ | | [removed: (12,252)] [added: 18,436] | ​ | | [removed: 9,103] [added: (12,252)] | ​ | | [removed: (17,979)] [added: 9,103] |

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

| Other comprehensive income (loss) attributable to Bio-Techne | ​ | | [removed: (12,252)] [added: 18,436] | ​ | | [removed: 9,136] [added: (12,252)] | ​ | | [removed: (17,909)] [added: 9,136] |

| Comprehensive income [removed: attributable to Bio-Techne] | ​ | $ | [removed: 155,853] [added: 91,836] | ​ | $ | [removed: 294,399] [added: 155,853] | ​ | $ | [removed: 254,142] [added: 294,399] |

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

| Basic | ​ | $ | [removed: 1.07] [added: 0.47] | ​ | $ | [removed: 1.81] [added: 1.07] | ​ | $ | [removed: 1.73] [added: 1.81] |

| Diluted | ​ | $ | [removed: 1.05] [added: 0.46] | ​ | $ | [removed: 1.76] [added: 1.05] | ​ | $ | [removed: 1.66] [added: 1.76] |

| Basic | ​ | | [removed: 157,708] [added: 157,521] | ​ | | [removed: 157,179] [added: 157,708] | ​ | | [removed: 156,874] [added: 157,179] |

| Diluted | ​ | | [removed: 160,774] [added: 159,717] | ​ | | [removed: 161,855] [added: 160,774] | ​ | | [removed: 164,114] [added: 161,855] |

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

| ​ | *​* | [removed: 2024] [added: 2025] | | [removed: ​] [added: 2024] | [added: |] 2023 | |

| Cash and cash equivalents [added: at beginning of period] | ​ | [removed: $] | 151,791 | [removed: ​] | [removed: $ |] 180,571 | [added: | 172,567 |]

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

| Accounts receivable, less [removed: allowance for doubtful accounts] [added: allowances] of [removed: $4,386] [added: $4,215] and [removed: $4,738,] [added: $4,386,] respectively | ​ | | [removed: 241,394] [added: 206,876] | ​ | | [removed: 218,468] [added: 241,394] |

| Inventories | ​ | | [removed: 179,731] [added: 189,446] | ​ | | [removed: 171,638] [added: 179,731] |

| Current assets held-for-sale | ​ | ​ | [removed: 9,773] [added: 12,332] | ​ | ​ | [removed: —] [added: 9,773] |

| Other current assets | ​ | | [removed: 33,658] [added: 37,460] | ​ | | [removed: 27,066] [added: 33,658] |

| Total current assets | ​ | | [removed: 617,419] [added: 608,300] | ​ | | [removed: 621,482] [added: 617,419] |

Index of Consolidated Financial Statements

| ​ | ​ |

| ​ | Page |

| [Reports of Independent Registered Public Accounting Firm](#Report_of_Independent_1) | 48 |

| [Consolidated Statements of Earnings and Comprehensive Income for the years ended June 30 2025, 2024, and 2023](#Profit_Loss_Statement) | 51 |

| [Consolidated Balance Sheets as of June 30, 2025 and 2024](#Balance_Sheets) | 52 |

| [Consolidated Statements of Shareholders’ Equity for the years ended June 30, 2025, 2024, and 2023](#Shareholders_Equity_Statement) | 53 |

| [Consolidated Statements of Cash Flows for the years ended June 30, 2025, 2024, and 2023](#Cash_Flows_Statement) | 54 |

| [Notes to Consolidated Financial Statements](#Note_1) | ​ |

| [Note 1. Description of Business and and Summary of Significant Accounting Policies](#Note_1) | 55 |

| [Note 2. Revenue Recognition](#Note_2) | 61 |

| [Note 3. Supplemental Balance Sheet and Cash Flow Information](#Note_3) | 62 |

| [Note 4. Acquisitions](#Note_4) | 64 |

| [Note 5. Fair Value Measurements](#Note_5) | 67 |

| [Note 6. Debt and Other Financing Arrangements](#Note_6) | 70 |

| [Note 8. Supplemental Equity and Accumulated Other Comprehensive Income (Loss) Information](#Note_8) | 72 |

| [Note 9. Earnings Per Share](#Note_9) | 74 |

| [Note 10. Share-based Compensation and Other Benefit Plans](#Note_10) | 74 |

| [Note 11. Other Income/(Expense)](#Note_11) | 77 |

| [Note 12. Income Taxes](#Note_12) | 77 |

| [Note 13. Segment Information](#Note_13) | 80 |

| [Note 14. Restructurings](#Note_14) | 83 |

| [Note 15. Subsequent Events](#Note_15) | 87 |

| ​ | ​ |

_Sufficiency of audit evidence over net sales_

As discussed in Note 2 to the Company’s consolidated financial statements, the Company recognizes revenue for sales of consumables and instruments at a point in time following the transfer of control of such products to the customer.

The Company recorded $1,219.6 million of net sales for the year ended June 30, 2025.

We identified the evaluation of the sufficiency of audit evidence over net sales as a critical audit matter.

Evaluating the sufficiency of audit evidence obtained required especially subjective auditor judgment because of the dispersion of the Company’s net sales generating activities across locations.

This included determining the Company locations at which procedures were performed.

We applied auditor judgment to determine the nature and extent of procedures to be performed over net sales, including the determination of the Company locations at which those procedures were to be performed.

At each Company location where procedures were performed, we evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s net sales processes, including the Company’s controls over the accurate recording of sales amounts.

We 1) performed software-assisted data analyses to test the relationships among certain sales transactions and 2) assessed the recorded net sales for a selection of transactions by comparing the amounts recognized for consistency with underlying documentation, including contracts with customers, shipping documentation, customer acceptance, and payments.

We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed, including the nature and extent of such evidence.

| August 22, 2025 | ​ |

| August 22, 2025 | ​ |

| Cash and cash equivalents | ​ | $ | 162,186 | ​ | $ | 151,791 |

| Deferred tax asset | ​ | ​ | 10,307 | ​ | ​ | — |

| Net earnings | | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 73,400 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 73,400 |

| Other comprehensive income | | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 18,436 | ​ | ​ | ​ | ​ | ​ | 18,436 |

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

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

| Balances at June 30, 2021 | | 155,822 | ​ | $ | 1,558 | ​ | $ | 533,239 | ​ | $ | 1,085,465 | ​ | $ | (57,291) | ​ | $ | 8,263 | ​ | $ | 1,571,234 |

| Net earnings | | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | | 272,051 | ​ | | ​ | ​ | ​ | (8,952) | ​ | | 263,099 |

| Share repurchases | | (1,577) | ​ | | (16) | ​ | | ​ | ​ | | (160,934) | ​ | | ​ | ​ | ​ | ​ | ​ | | (160,950) |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

| Contingent consideration payments - operating | ​ | ​ | — | ​ | — | ​ | (3,300) |

| Fair value adjustment on available-for-sale investments | ​ | | (283) | | (472) | | (15,002) |

| Eminence impairment | ​ | ​ | — | ​ | — | ​ | 18,715 |

| Other operating activity | ​ | | 584 | | 455 | | 668 |

| Investment of forward purchase contract | ​ | ​ | — | ​ | — | ​ | (25,000) |

| Cash dividends | ​ | | (50,419) | | (50,285) | | (50,185) |

| Contingent consideration payments - financing | ​ | ​ | — | ​ | — | ​ | (700) |

| Cash and cash equivalents at beginning of period | ​ | | 180,571 | | 172,567 | | 199,091 |

The Company did not identify any triggering events after our annual goodwill impairment analysis through June 30, 2023, the date of our consolidated balance sheet, that would require an additional goodwill impairment assessment to be performed.

Fiscal 2022 revenues were $4.6 million.

In the first quarter of fiscal 2022, the Company combined the management of the Exosome Diagnostics and Asuragen reporting units, both of which are included in the Diagnostics and Genomics operating segment.

In conjunction with the combination of the reporting units, a qualitative goodwill impairment assessment was performed.

The qualitative assessment identified no indicators of impairment.

In our fiscal 2022 annual goodwill impairment analysis, we elected to perform a quantitative assessment for all five of our reporting units.

The result of our quantitative assessment indicated that all of the reporting units had a substantial amount of headroom as of April 1, 2022.

The Company did not identify any triggering events after our annual goodwill impairment through June 30, 2022, the date of our consolidated balance sheet, that would require an additional goodwill impairment assessment to be performed.

The Company is expecting to

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

| Incremental expense incurred in the third quarter of 2024 | ​ | ​ | 133 | ​ | ​ | 1,140 | ​ | ​ | — | ​ | ​ | 1,273 |

Additional pre-

In September 2021, the Company informed employees of our decision to close our Exosome Diagnostics Germany facility, discontinuing lab and research occurring at the site, as part of a realignment of activities within our Exosome Diagnostics business.

The restructuring activities were complete as of June 30, 2022.

As a result of the restructuring activities, a pre-tax charge of $1.4 million was recorded within our Diagnostics and Genomics segment during the year ended June 30, 2022.

Total restructuring charges for the closure of the Exosome Diagnostics Germany facility for the year ended June 30, 2022 were recorded within operating income on the income statement as follows (in thousands):

| Expense incurred in the first quarter of 2022 | ​ | $ | 639 | ​ | $ | 546 | ​ | $ | 1,185 |

| Incremental expense incurred during fiscal 2022 | ​ | ​ | — | ​ | ​ | 242 | ​ | ​ | 242 |

| Adjustments | ​ | ​ | (50) | ​ | ​ | (234) | ​ | ​ | (284) |

(1) Adjustments include refinements to our estimated close down costs as well as the impacts from foreign currency exchange.

During the second quarter of fiscal 2022, the Company also incurred a restructuring charge of $0.2 million related to employee severance for the relocation of a US plant.

This was completed during fiscal 2023 and there are no remaining liabilities related to this relocation as of June 30, 2023.

This charge was recorded within Other current liabilities as of June 30, 2022.

Fiscal 2023 cash payments did not materially differ from the charge recorded in fiscal 2022.

significant expenditures, result in lost revenues, or limit the Company's ability to conduct business in the applicable jurisdictions.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, [removed: 2024,] [added: 2025,] 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: 2024.][added: 2025.]

There were no [removed: other] changes in the Company’s internal control over financial reporting during fiscal [removed: year 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

As previously announced, we acquired Lunaphore Technologies SA on July 7, 2023.

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.

During the three months ended June 30, [removed: 2024,] [added: 2025,] 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: 2024] [added: 2025] Annual Meeting of Shareholders which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the close of the fiscal year for which this report is filed.

The information required by Item 11 is incorporated herein by reference to the sections entitled "Election of Directors" and "Executive Compensation" in the Company’s Proxy Statement for its [removed: 2024] [added: 2025] 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: 2024] [added: 2025] 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: 2024] [added: 2025] 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 [removed: 2024] [added: 2025] 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.

Consolidated Statements of Earnings and Comprehensive Income for the Years Ended June 30, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022][added: 2023]

Consolidated Balance Sheets as of June 30, [removed: 2024] [added: 2025] and [removed: 2023][added: 2024]

Consolidated Statements of Shareholders’ Equity for the Years Ended June 30, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022][added: 2023]

Consolidated Statements of Cash Flows for the Years Ended June 30, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022][added: 2023]

Notes to Consolidated Financial Statements for the Years Ended June 30, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022][added: 2023]

for Form 10-K for the [removed: 2024] [added: 2025] Fiscal Year

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

| 3.2 | ​ | | [Fourth Amended and Restated Bylaws of the Company--incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K dated April [removed: 27,] [added: 26,] 2022*](https://www.sec.gov/Archives/edgar/data/0000842023/000155837022006121/tmb-20220426xex3d1.htm) |

| 10.5 | ​ | | [Form of Time Vesting Restricted Stock Unit Award Agreement for Second Amended and Restated 2010 Equity Incentive [removed: Plan--incorporated] [added: Plan (Global)--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) |

| 10.13 | ​ | [removed: [Employment] [added: [Form of Executive Employment] Agreement by and between the Company and [removed: Charles Kummeth--incorporated] [added: Executive Officers of the Company other than the CEO--incorporated] by reference to Exhibit [removed: 10.11] [added: 10.12] of the Company’s Form 10-K dated September 7, [removed: 2017*](https://www.sec.gov/Archives/edgar/data/842023/000143774917015711/ex10-11.htm)] [added: 2017*](https://www.sec.gov/Archives/edgar/data/842023/000143774917015711/ex10-12.htm)] | |

| [removed: 10.14] [added: 10.27] | ​ | [Form of Executive Employment Agreement by and between the Company and [removed: Executive Officers of the Company other than the CEO--incorporated] [added: Kim Kelderman--incorporated] by reference to Exhibit [removed: 10.12] [added: 10.1] of the Company’s Form [removed: 10-K] [added: 8-K] dated [removed: September 7, 2017*](https://www.sec.gov/Archives/edgar/data/842023/000143774917015711/ex10-12.htm)] [added: October 19, 2023*](https://www.sec.gov/Archives/edgar/data/842023/000155837023016529/tmb-20231017xex10d1.htm)] | |

| [removed: 10.15] [added: 10.14] | ​ | [Form of Amendment No. 1 to Executive Employment Agreement – incorporated by reference to Exhibit 10.15 of the Company’s Form 10-Q dated May 11, 2020](https://www.sec.gov/Archives/edgar/data/842023/000143774920010135/ex_184973.htm)* | |

| [removed: 10.16] [added: 10.15] | ​ | [Amended and Restated Credit Agreement by and among the Company, the Guarantors party thereto, the Lenders party thereto, and BMO Harris Bank N.A., as Administrative Agent, dated August 31, 2022 [removed: -incorporated] [added: --incorporated] by reference to Exhibit 10.1 of the Company’s Form 8-K dated September 7, 2022*](https://www.sec.gov/Archives/edgar/data/842023/000155837022014215/tmb-20220831xex10d1.htm) | |

| [removed: 10.17] [added: 10.16] | ​ | [Form of Indemnification Agreement entered into with each director and executive officer of the Company--incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q dated February 8, 2018*](https://www.sec.gov/Archives/edgar/data/842023/000143774918001995/ex_104397.htm) | |

| [removed: 10.18] [added: 10.17] | ​ | [Bio-Techne 2020 Equity Incentive Plan [removed: –] [added: --] incorporated by reference to Exhibit 10.1 of the Company’s Form [removed: 8-k] [added: 8-K] dated November 3, 2020*](https://www.sec.gov/Archives/edgar/data/842023/000143774920022390/ex_211160.htm) | |

| [removed: 10.20] [added: 10.18] | ​ | [Form of Director Non-Qualified Stock Option Agreement [removed: –] [added: --] incorporated by reference to Exhibit 10.2 of the Company’s Form [removed: 8-k] [added: 8-K] dated November 3, 2020*](https://www.sec.gov/Archives/edgar/data/842023/000143774920022390/ex_211287.htm) | |

| [removed: 10.21] [added: 10.19] | ​ | [Form of Employee Non-Qualified Stock Option Agreement [removed: (Global) –] [added: (Global)--] incorporated by reference to Exhibit 10.3 of the Company’s Form [removed: 8-k] [added: 8-K] dated November 3, 2020*](https://www.sec.gov/Archives/edgar/data/842023/000143774920022390/ex_211288.htm) | |

| 10.22 | ​ | [Form of Performance Vesting [removed: Cash] [added: Restricted Stock] Unit [removed: Agreement–] [added: Agreement--] incorporated by reference to Exhibit [removed: 10.4] [added: 10.7] of the Company’s Form [removed: 8-k] [added: 8-K] dated November 3, [removed: 2020*](https://www.sec.gov/Archives/edgar/data/842023/000143774920022390/ex_211289.htm)] [added: 2020*](https://www.sec.gov/Archives/edgar/data/842023/000143774920022390/ex_211292.htm)] | |

| [removed: 10.23] [added: 10.20] | ​ | [Form of Performance Vesting Incentive Stock Option [removed: Agreement–] [added: Agreement--] incorporated by reference to Exhibit 10.5 of the Company’s Form [removed: 8-k] [added: 8-K] dated November 3, 2020*](https://www.sec.gov/Archives/edgar/data/842023/000143774920022390/ex_211290.htm) | |

| [removed: 10.24] [added: 10.21] | ​ | [Form of Performance Vesting Restricted Stock [removed: Agreement–] [added: Agreement--] incorporated by reference to Exhibit 10.6 of the Company’s Form [removed: 8-k] [added: 8-K] dated November 3, 2020*](https://www.sec.gov/Archives/edgar/data/842023/000143774920022390/ex_211291.htm) | |

| 10.25 | ​ | [Form of [removed: Performance] [added: Time] Vesting Restricted Stock [removed: Unit Agreement–] [added: Agreement--] incorporated by reference to Exhibit [removed: 10.7] [added: 10.10] of the Company’s Form [removed: 8-k] [added: 8-K] dated November 3, [removed: 2020*](https://www.sec.gov/Archives/edgar/data/842023/000143774920022390/ex_211292.htm)] [added: 2020*](https://www.sec.gov/Archives/edgar/data/842023/000143774920022390/ex_211295.htm)] | |

| [removed: 10.26] [added: 10.23] | ​ | [Form of Time Vesting Incentive Stock Option [removed: Agreement–] [added: Agreement--] incorporated by reference to Exhibit 10.8 of the Company’s Form [removed: 8-k] [added: 8-K] dated November 3, 2020*](https://www.sec.gov/Archives/edgar/data/842023/000143774920022390/ex_211293.htm) | |

| [removed: 10.27] [added: 10.24] | ​ | [Form of Time Vesting [removed: Cash] [added: Performance] Unit [removed: Agreement–] [added: Agreement--] incorporated by reference to Exhibit 10.9 of the Company’s Form [removed: 8-k] [added: 8-K] dated November 3, 2020*](https://www.sec.gov/Archives/edgar/data/842023/000143774920022390/ex_211294.htm) | |

| [removed: 10.28] [added: 10.26] | ​ | [Form of Time Vesting Restricted Stock [removed: Agreement–] [added: Unit Agreement (Global)--] incorporated by reference to Exhibit [removed: 10.10] [added: 10.11] of the Company’s Form [removed: 8-k] [added: 8-K] dated November 3, [removed: 2020*](https://www.sec.gov/Archives/edgar/data/842023/000143774920022390/ex_211295.htm)] [added: 2020*](https://www.sec.gov/Archives/edgar/data/842023/000143774920022390/ex_211296.htm)] | |

| 19 | ​ | [removed: [Bio-Techne’s] [added: [Bio-Techne] Insider Trading [removed: Policy](https://www.sec.gov/Archives/edgar/data/842023/000155837024012430/tech-20240630xex19.htm)] [added: Policy](https://www.sec.gov/Archives/edgar/data/842023/000155837025011716/tech-20250630xex19.htm)] | |

| 21 | | [Subsidiaries of the [removed: Company](https://www.sec.gov/Archives/edgar/data/842023/000155837024012430/tech-20240630xex21.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/842023/000155837025011716/tech-20250630xex21.htm)] | |

| 23 | ​ | [Consent of KPMG [removed: LLP, Independent Registered Public Accounting Firm](https://www.sec.gov/Archives/edgar/data/842023/000155837024012430/tech-20240630xex23.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/842023/000155837025011716/tech-20250630xex23.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/842023/000155837024012430/tech-20240630xex31d1.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/842023/000155837025011716/tech-20250630xex31d1.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/842023/000155837024012430/tech-20240630xex31d2.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/842023/000155837025011716/tech-20250630xex31d2.htm)] | |

| [removed: 32.1] [added: 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/842023/000155837024012430/tech-20240630xex32d1.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/842023/000155837025011716/tech-20250630xex32d1.htm)] | |

| [removed: 32.2] [added: 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/842023/000155837024012430/tech-20240630xex32d2.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/842023/000155837025011716/tech-20250630xex32d2.htm)] | |

| 97 | ​ | [removed: [Bio-Techne’s] [added: [Amended and Restated] Policy on Recoupment of Certain Executive Incentive [removed: Compensation](https://www.sec.gov/Archives/edgar/data/842023/000155837024012430/tech-20240630xex97.htm)] [added: Compensation](https://www.sec.gov/Archives/edgar/data/842023/000155837025011716/tech-20250630xex97.htm)] | |

| 101 | ​ | The following financial statements from the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, [removed: 2024,] [added: 2025,] 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. | |

[removed: | * | Incorporated] [added: *Incorporated] by reference; SEC File No. 000-17272 [removed: |]

[removed: | | Management] [added: Management] contract or compensatory plan or arrangement [removed: |]

| 4.1 | ​ | | [Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934](https://www.sec.gov/Archives/edgar/data/842023/000155837025011716/tech-20250630xex4d1.htm) |

*Furnished herwith

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

| ​ | ​ | ​ | |

| 10.29 ​ ​ 10.30 | ​ | [Form of Time Vesting Restricted Stock Unit 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) ​ [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) | |

| --- | --- |

Exhibits for Form 10-K have not been included in this report.

Exhibits have been filed with the Securities and Exchange Commission.

Upon request to the Investor Relations Department, Bio-Techne Corporation will furnish, without charge, any such exhibits as well as copies of periodic reports filed with the Securities and Exchange Commission

| Date: August 22, [removed: 2024] [added: 2025] | ​ | /s/ Kim Kelderman | | |

| August 22, [removed: 2024] [added: 2025] | ​ | /s/ Robert V. Baumgartner |

| August 22, [removed: 2024] [added: 2025] | ​ | /s/ Julie Bushman |

| August 22, [removed: 2024] [added: 2025] | ​ | /s/ Rupert Vessey |

| August 22, [removed: 2024] [added: 2025] | ​ | /s/ Joseph Keegan, Ph.D. |

| August 22, [removed: 2024] [added: 2025] | ​ | /s/ John L. Higgins |

| August 22, [removed: 2024] [added: 2025] | ​ | /s/ Roeland Nusse, Ph.D. |

| August 22, [removed: 2024] [added: 2025] | ​ | /s/ Alpna Seth, Ph.D. |

| [removed: ​] August 22, [removed: 2024] [added: 2025] | ​ | [removed: Dr. Randolph C. Steer, Director ​] /s/ Judith Klimovsky, M.D. |

| August 22, [removed: 2024] [added: 2025] | ​ | /s/ Kim Kelderman |

| August 22, [removed: 2024] [added: 2025] | ​ | /s/ James Hippel |

| ​ | ​ | ​ |

| August 22, 2025 | ​ | /s/ Amy E. Herr, Ph.D. |

| ​ | ​ | Dr. Amy E. Herr, Director |

| August 22, 2024 | ​ | /s/ Randolph C. Steer, Ph.D., M.D. |