Bio-Techne (TECH) 10-K risk factor changes: FY2026 vs FY2025

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

We engage in business globally, with approximately [removed: 44%] [added: 48%] of our sales revenue in fiscal [removed: 2025] [added: 2026] coming from outside the U.S. Changes, potential changes or uncertainties in social, political, regulatory, and economic conditions or laws and policies governing foreign trade, manufacturing, and development and investment in the territories and countries where we or our customers operate, or governing the health care system, can adversely affect our business and financial results.

For example, Congress and the U.S. administration have sought to impose changes to healthcare in the [removed: United States,] [added: U.S.,] including government negotiation/regulation of drug prices paid by government programs.

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

[removed: Additionally,] [added: In addition,] the [removed: U.S. government’s plans to manage prescription drug prices, as well as its recently announced intention to regulate] [added: potential for expanded regulation of] lab developed [removed: tests, may] [added: tests may, if such regulation were implemented, also] impact the customers and industries we serve by increasing the cost of commercializing and/or limiting the profitability of commercialized products.

At the beginning of [removed: this] fiscal [removed: year,] [added: 2025,] we invested in Spear Bio [removed: and] [added: and,] at the beginning of fiscal [removed: year 2024] [added: 2024,] we completed the acquisition of Lunaphore, a leading developer of fully automated spatial biology solutions.

[removed: While retention improved in] [added: In] fiscal [removed: 2025,] [added: 2026,] a number of our businesses and departments continued to face recruitment and retention challenges, and faced labor availability constraints and inflationary costs.

[removed: These attacks, breaches, misappropriations and other disruptions and damage can interrupt] our operations or the operations of our customers and partners, delay production and shipments, result in theft of our and our customers’ intellectual property and trade secrets, result in disclosure of personally identifiable information, damage customer, patient, business partner and employee relationships and our reputation and result in defective products or services, legal claims and proceedings, liability and penalties under privacy laws and increased costs for security and remediation, in each case resulting in an adverse effect on our business and financial results.

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

The manufacture of many of our products is a complex process, and [added: in many cases subject to complex regulations, and] if we directly or indirectly encounter problems manufacturing products, our business and financial results could suffer.

Since certain Company products must comply with FDA regulations and because in all [removed: instances,] [added: instances] the Company creates value for its customers through the development of high-quality products, any significant decline in quality or disruption of operations for any reason could adversely affect sales and customer relationships, and therefore adversely affect the business.

[removed: If] we are unable to obtain the materials we need at a reasonable price, we may not be able to produce certain of our products or we may not be able to produce certain of these products at a marketable price, which could have an adverse effect on our results of operations.

Changes in climate patterns leading to extreme heat waves or [removed: unusual] [added: unusually] cold weather at some of our locations can lead to increased energy usage and costs, or otherwise adversely impact our facilities and operations and disrupt our supply chains and distribution systems.

These risks are particularly pronounced in countries in which we do business that do not have levels of protection of corporate proprietary information, intellectual property, technology and other assets comparable to the [removed: United States.][added: U.S. We operate globally, with manufacturing operations in Canada, Switzerland, China and the UK, and approximately 48% of our revenue]

[added: in fiscal 2026 was from outside the U.S.] The laws, regulations and enforcement mechanisms in other countries may in some cases be less protective of our intellectual property rights.

If we are found to be infringing the intellectual property of others, we could be required to cease certain activities, alter [added: our products or processes or pay licensing fees.]

As of August [removed: 16, 2025,] [added: 17, 2026,] the Company had drawn [removed: $313] [added: $200] million under the Credit Agreement.

The exposure to fluctuations in currency exchange rates takes [removed: on] different forms.

In fiscal [removed: 2025,] [added: 2026,] currency translation had a favorable effect of approximately [removed: $3] [added: $20] million on revenues due to the value of the U.S. dollar relative to other currencies in which the Company sells products and services.

In [added: particular, we are affected by the impact of changes to tax laws or related authoritative interpretations in the U.S. In] preparing our financial results, we record the amount of tax that is payable in each of the countries, states and other jurisdictions in which we operate.

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: 2%] [added: 1%] of our fiscal [removed: 2025] [added: 2026] sales were made to the U.S. federal government).

We are also subject to investigation for compliance with the regulations governing [removed: government contracts.]

We are subject to various local, state, federal, foreign and transnational laws and regulations, which include the operating and security standards of the U.S. FDA, the U.S. Drug Enforcement Agency (the DEA), the U.S. Department of Health and Human Services (the DHHS), [added: the USDA, APHIS,] and other comparable agencies and, in the future, any changes to such laws and regulations could adversely affect us.

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

Developments or changes in national laws or policies to protect or promote domestic interests and/or address foreign [removed: competition] [added: competition, including laws and policies in areas such as trade, manufacturing, government purchasing, healthcare, intellectual property, regulatory enforcement and investment/development] can have an adverse effect on our business and financial statements.

The U.S. has [removed: announced and/or implemented new] [added: implemented, amended, and in some cases retracted] tariffs on imports from a wide range of countries, [added: and] which has [added: in some cases] prompted retaliatory tariffs, or changes to existing tariffs, by a number of countries.

Additionally, the U.S. and a number of other countries have implemented a number of product- and industry- specific [removed: 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 [removed: recently-imposed] tariffs remain in effect, including significant tariffs between the U.S. and China.

In addition, changes to laws or regulations [removed: pertraining] [added: pertaining] to laboratory developed tests may adversely affect our business and financial results.

Any such improper actions or allegations of such acts could damage our reputation and subject us to civil or criminal investigations in the [removed: United States] [added: U.S.] and in other jurisdictions and related shareholder lawsuits, could lead to substantial civil and criminal, monetary and non-monetary penalties and could cause us to incur significant legal and investigatory fees.

[removed: Failure to obtain required regulatory clearances before marketing our products (or before implementing modifications to or promoting additional indications or uses of our products), other violations of laws or regulations, failure to remediate inspectional observations to the satisfaction of these regulatory authorities, real or] perceived efficacy or safety concerns or trends of adverse events with respect to our products (even after obtaining clearance for distribution) and unfavorable or inconsistent clinical data from existing or future clinical trials can lead to FDA Form 483 Inspectional Observations, warning letters, notices to customers, declining sales, loss of customers, loss of market share, remediation and increased compliance costs, recalls, seizures of adulterated or misbranded products, fines, expenses, injunctions, civil penalties, criminal penalties, consent decrees, administrative detentions, refusals to permit importations, partial or total shutdown of production facilities or the implementation of operating restrictions, narrowing of permitted uses for a product, refusal of the government to grant 510(k) clearance, suspension or withdrawal of approvals, pre-market notification rescissions and other adverse effects.

caused severe political, humanitarian and economic crises, not only in Europe but globally.

Additionally, the U.S. government’s negotiation of most favored nation pricing on certain prescription drugs, and the potential for expansion of this program, may impact the customers and industries we serve by increasing the cost of commercializing and/or limiting the profitability of commercialized products.

These attacks, breaches, misappropriations and other disruptions and damage can interrupt

For instance, our use of animal-derived materials in certain products and manufacturing processes subjects us to regulatory, supply chain, quality, and reputational risks that could adversely affect our business.

The sourcing, processing, importation, exportation, handling, storage, transportation and use of animal-derived materials are subject to complex and evolving laws, regulations and governmental oversight, including requirements administered by the USDA, APHIS, and the FDA, as well as customs authorities and comparable regulatory agencies in foreign jurisdictions.

Changes in applicable regulations, guidance, interpretations, permitting requirements, certification standards or enforcement priorities could increase our compliance costs, restrict our ability to source or distribute affected products, delay shipments, interrupt manufacturing activities or adversely affect customer demand.

If

The proposed acquisition of the Company by Merck KGaA, Darmstadt, Germany may disrupt or adversely affect our business, prospects, financial condition and results of operations.

On June 25, 2026, the Company entered into the Merger Agreement with Parent and Merger Sub.

The Merger Agreement provides that, on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company, with the Company surviving the Merger as a wholly-owned subsidiary of Parent.

At the Effective Time, each share of the Company’s common stock, other than Company Restricted Stock (as defined in the Merger Agreement), issued and outstanding immediately prior to the Effective Time, other than Excluded Shares (as defined in the Merger Agreement), will be converted into the right to receive $73.00 in cash, without interest and less any required tax withholdings.

The completion of the Merger remains subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, including receipt of required regulatory approvals and approval by the Company’s shareholders.

The announcement and pendency of the Merger could cause disruptions in and create uncertainty surrounding our business, which could have an adverse effect on our business, prospects, financial condition and results of operations, regardless of whether the Merger is completed.

During the period from the execution of the Merger Agreement until the earlier of the Effective Time and the termination of the Merger Agreement, we are required to use commercially reasonable efforts to conduct our operations in all material respects in the ordinary course of business and to maintain our existing relations and goodwill with governmental entities, customers, suppliers, distributors, creditors, lessors and employees.

Subject to specified exceptions, the Merger Agreement also restricts us from taking certain actions without Parent’s prior written consent, which consent may not be unreasonably withheld, delayed or conditioned.

These restrictions could affect our ability to execute our business strategies, pursue acquisitions or other business opportunities, make capital investments, incur indebtedness, manage our workforce and compensation arrangements, enter into or modify material contracts, respond effectively to competitive pressures and industry developments, and attain our financial and other goals, and these restrictions may impact our financial condition, results of operations and cash flows.

Employee retention and recruitment may be challenging before completion of the Merger, as employees and prospective employees may experience uncertainty regarding their future roles, responsibilities, compensation or employment with the Company following the Merger.

Although we have entered into retention arrangements with each of our current executive officers, these arrangements may not be sufficient to retain such officers or other key employees through the completion of the Merger or thereafter.

If, despite our retention and recruiting efforts, key employees depart or prospective key employees fail to accept employment with the Company because of issues relating to the uncertainty surrounding the Merger, anticipated organizational changes or a desire not to remain with the combined company, our business, financial condition and results of operations could be adversely affected.

The announcement and pendency of the Merger could also disrupt our business relationships.

Customers, suppliers, distributors, collaborators, service providers, creditors and other business partners may experience uncertainty as to the future of such relationships and may delay or defer certain business decisions, seek alternative relationships with third parties, reduce or discontinue their business with us, or seek to alter their present business with us.

Parties with whom we otherwise may have sought to establish business relationships may seek alternative relationships with third parties.

The pursuit of the Merger and preparation for the potential integration of the Company with Parent may place a significant burden on management and our internal resources.

The diversion of management’s attention away from our day-to-day business operations could adversely affect our business, financial condition and results of operations.

We may also become subject to shareholder litigation or other legal proceedings relating to the Merger or the other transactions contemplated by the Merger Agreement.

Such litigation may name the Company, members of our Board of Directors or our officers as defendants and could seek, among other things, to enjoin or otherwise prevent or delay completion of the Merger.

We cannot predict whether any such proceeding will be brought or the outcome of any such proceeding, including the amount of costs associated with defending or resolving such claims or any other liabilities that may be incurred.

If a plaintiff were successful in obtaining an injunction prohibiting the parties from completing the Merger on the agreed-upon terms, such an injunction could delay completion of the Merger or prevent the Merger from being completed.

Whether or not any claim is successful, transaction-related litigation could result in significant costs and divert management’s attention and resources, which could adversely affect our business, financial condition and results of operations.

We have incurred and expect to continue to incur substantial transaction-related fees and costs in connection with the Merger.

We have incurred and expect to continue to incur significant costs, expenses and fees for professional services, such as legal, financial and accounting fees, and other transaction costs in connection with the Merger.

A material portion of these expenses are payable by us whether or not the Merger is completed and may relate to activities that we would not have undertaken other than to complete the Merger.

If the Merger is not completed, we will have received little or no benefit from such expenses.

Further, although we have assumed that a certain amount of transaction expenses will be incurred, factors beyond our control could affect the total amount or the timing of these expenses.

Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately.

These costs could adversely affect our business, financial condition and results of operations.

The Merger may not be completed within the expected timeframe, or at all, and a significant delay in or the failure to complete the Merger could adversely affect our business and the market price of our common stock.

The consummation of the Merger is subject to customary and other closing conditions, including:

| | ● | the approval of the Merger Agreement (including the “plan of merger” for purposes of the Minnesota Business Corporation Act) by the affirmative vote of the holders of a majority of the voting power of all of the Shares outstanding and entitled to vote thereon at the meeting of the Company’s shareholders held for the purpose of voting upon the approval of the Merger Agreement; |

| | ● | the expiration or termination of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and all other scheduled antitrust or investment screening law approvals having been obtained (or the applicable waiting periods having expired or terminated) (such approvals in this bullet, collectively, the “Required Approvals”); |

For example, our Exosome Diagnostics business develops and sells novel exosome-based diagnostic tests.

While we received public payer coverage for certain indications, we have also sought expanded coverage from public payors as well as coverage decisions regarding reimbursement from additional private payers.

For example, in the United States, a small number of our businesses are subject to HIPAA.

Entities that violate HIPAA due to a breach of unsecured patient health information, or that arise from a complaint about privacy practices or an audit by the HHS, may be subject to significant civil, criminal and administrative fines and penalties and/or additional reporting and oversight obligations if required to enter into a resolution agreement and corrective action plan with HHS to settle allegations of HIPAA non-compliance.

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

our products or processes or pay licensing fees.

In particular, we are affected by the impact of changes to tax laws or related authoritative interpretations in the United States.

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

changes.

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.

More specifically, as a healthcare provider, the Company’s Exosome Diagnostics’ ExoDx Prostate business is subject to extensive regulation at the federal, state, and local levels in the U.S. and other countries where it operates.

The Company’s failure to meet governmental requirements under these regulations, including those relating to billing practices and financial relationships with physicians, hospitals, and health systems, could lead to civil and criminal penalties, exclusion from participation in Medicare and Medicaid, and possibly prohibitions or restrictions on the use of its laboratories.

While the Company believes that it is in material compliance with all statutory and regulatory requirements, there is a risk that government authorities might take a contrary position.

Such occurrences, regardless of their outcome, could damage the Company’s reputation and adversely affect important business relationships it has with third parties.

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

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

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

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, and impact of business held-for-sale, adjusted net earnings [added: increased 8% in fiscal 2025 as compared to fiscal 2024.]

[removed: For fiscal 2024, consolidated] [added: Consolidated] net [removed: sales] [added: earnings for fiscal 2026] increased [removed: 2% as] [added: 148%] compared to fiscal [removed: 2023.][added: 2025.]

Foreign currency translation [added: had a favorable impact of 2%] and a business held-for-sale [removed: did not have a material impact.][added: had an unfavorable impact of 2%.]

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

| *​* | [added: _​ ​ ​_] | [removed: 2025] [added: *​*] | [added: 2026] | [removed: 2024] [added: ​] | [added: *​*] | [removed: 2023] [added: 2025] | [added: ​] | [added: *​* | 2024 | ​ |]

| Organic sales growth | | [removed: 5] [added: ​] | [added: 0 |] % | [removed: 1] [added: ​] | [added: 5 |] % | [removed: 5] [added: ​] | [added: 1 |] % |

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

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

| Impact of business held for [removed: sale] [added: sale(1)] | ​ | [removed: 0] [added: ​] | [added: (2) |] % | [added: ​ |] 0 | % | [removed: —] [added: ​] | [added: 0 |] % |

| Consolidated net sales growth | | [removed: 5] [added: ​] | [added: 0 |] % | [removed: 2] [added: ​] | [added: 5 |] % | [removed: 3] [added: ​] | [added: 2 |] % |

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

| ​ | [added: _​ ​ ​_] | [removed: 2025] [added: 2026] | | [added: _​ ​ ​_] | [removed: 2024] [added: 2025] | | [added: _​ ​ ​_] | [removed: 2023] [added: 2024] | |

| Protein Sciences | ​ | $ | [removed: 870,245] [added: 874,620] | ​ | $ | [removed: 830,902] [added: 870,245] | ​ | $ | [removed: 845,747] [added: 830,902] |

| Diagnostics and Spatial Biology | ​ | | [removed: 346,263] [added: 336,365] | ​ | | [removed: 326,392] [added: 346,263] | ​ | | [removed: 292,602] [added: 326,392] |

| Other revenue(1) | ​ | ​ | [removed: 4,152] [added: 5,439] | ​ | ​ | [removed: 4,153] [added: 4,152] | ​ | ​ | [removed: —] [added: 4,153] |

| Intersegment | ​ | | [removed: (1,025)] [added: (1,385)] | ​ | | [removed: (2,387)] [added: (1,025)] | ​ | | [removed: (1,647)] [added: (2,387)] |

| Consolidated net sales | ​ | $ | [removed: 1,219,635] [added: 1,215,039] | ​ | $ | [removed: 1,159,060] [added: 1,219,635] | ​ | $ | [removed: 1,136,702] [added: 1,159,060] |

| (1) | [removed: Since December 31, 2023,] [added: Fiscal 2026 amounts relate to] the [removed: Company has a] [added: Diagnostics and Spatial Biology segment] business that [removed: has] met the held-for-sale [removed: criteria. The years ended] [added: criteria on] June 30, [added: 2025. Fiscal] 2025 and 2024 [added: amounts relate to the Protein Sciences segment business that met the held for sale criteria on December 31, 2023. Fiscal 2025 and 2024 amounts] include the [removed: twelve] [added: twelve-month] and [removed: six month] [added: six-month] results, respectively, while the business [removed: has] met the held-for-sale criteria. |

A business within the [removed: Protein Sciences] [added: Diagnostics and Spatial Biology] Segment met the criteria as held-for-sale since [removed: December 31, 2023.][added: June 30, 2025.]

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

[added: Organic revenue for the segment increased 5% for the] fiscal year, and foreign currency exchange did not have a material impact on revenue growth.

In fiscal [removed: 2024,] [added: 2026,] Protein Sciences segment net sales [removed: decreased 2%] [added: increased 1%] compared to fiscal [removed: 2023.][added: 2025.]

The exclusion of [removed: third and fourth quarter of] fiscal [removed: 2024] [added: 2026] sales related to [removed: a] [added: the] held-for-sale business [removed: reduced sales by 1%.][added: had an unfavorable impact of 8% on sales.]

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

In fiscal [removed: 2024,] [added: 2026,] Diagnostics and Spatial Biology segment net sales [removed: increased 12%] [added: decreased 3%] compared to fiscal [removed: 2023.][added: 2025.]

Organic growth for the segment was [removed: 6% with acquisitions having a 5% impact] [added: 4%] and foreign currency exchange [removed: having] [added: had] a favorable impact of 1% on revenue growth.

Consolidated gross margins were [added: 65.8%,] 64.8%, [removed: 66.4%,] and [removed: 67.7%] [added: 66.4%] in fiscal [added: 2026,] 2025, [removed: 2024,] and [removed: 2023.][added: 2024, respectively.]

[removed: Consolidated] [added: Fiscal 2025 consolidated adjusted] gross margin [removed: in fiscal year 2025] was impacted by the reinstatement of incentive accruals and [added: an unfavorable] product [removed: mix.][added: mix when compared to the prior period.]

Excluding the impact of acquired inventory sold, amortization of intangibles, stock compensation expense, restructuring and restructuring-related costs, [removed: impact of business held-for-sale,] and the impact of [removed: partially-owned consolidated subsidiaries,] [added: businesses held-for-sale,] adjusted gross margins were [added: 69.6%,] 70.4%, [removed: 71.0%,] and [removed: 71.7%] [added: 71.0%] in fiscal [added: 2026,] 2025, [removed: 2024,] and [removed: 2023,] [added: 2024,] respectively.

Fiscal [removed: 2025] [added: 2026] consolidated [added: adjusted] gross margin was impacted by [removed: the resinstatement of incentive accruals and an] unfavorable product mix when compared to the prior period.

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

| ​ | [added: _​ ​ ​_] | *​* | [removed: 2025] [added: 2026] | [added: _​ ​ ​_] | *​* | [removed: 2024] [added: 2025] | [added: _​ ​ ​_] | *​* | [removed: 2023] [added: 2024] | |

| Total consolidated net sales | | $ | [removed: 1,219,635] [added: 1,215,039] | ​ | $ | [removed: 1,159,060] [added: 1,219,635] | ​ | $ | [removed: 1,136,702] [added: 1,159,060] | ​ |

| Business [removed: held-for-sale(2)] [added: held-for-sale(1)] | | ​ | [removed: 4,152] [added: 5,439] | ​ | ​ | [removed: 4,153] [added: 4,152] | ​ | ​ | [removed: —] [added: 4,153] | ​ |

| Revenue from recurring operations | [added: ​] | $ | [removed: 1,215,483] [added: 1,209,600] | ​ | $ | [removed: 1,154,907] [added: 1,215,483] | ​ | $ | [removed: 1,136,702] [added: 1,154,907] | ​ |

| Gross margin - GAAP | [removed: ​] | $ | [removed: 790,272] [added: 799,071] | ​ | $ | [removed: 769,725] [added: 790,272] | ​ | $ | [removed: 769,815] [added: 769,725] | ​ |

| Gross margin percentage - GAAP | ​ | ​ | [removed: 64.8] [added: 65.8] | % | ​ | [removed: 66.4] [added: 64.8] | % | ​ | [removed: 67.7] [added: 66.4] | % |

PENDING MERGER WITH MERCK KGAA, DARMSTADT, GERMANY

On June 25, 2026, the Company entered into the Agreement and Plan of Merger (the “Merger Agreement”), with Merck KGaA, Darmstadt, Germany, a German corporation with general partners (“Parent”), and EMD Holdings NewCo, Inc., a Minnesota corporation and a wholly-owned subsidiary of Parent (“Merger Sub”).

The Merger Agreement provides that, on the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving as a wholly-owned subsidiary of Parent.

At the effective time of the Merger (the “Effective Time”), each share of the Company’s common stock, par value $0.01 per share, (each, a “Share”) (other than Company Restricted Stock (as defined in the Merger Agreement)) issued and outstanding immediately prior to the Effective Time (other than Excluded Shares (as defined in the Merger Agreement)) will automatically be converted into the right to receive $73.00 in cash (the “Merger Consideration”), without any interest thereon and less any required tax withholdings and all of such Shares will cease to be outstanding and cease to exist.

If the Merger Agreement is terminated under certain specified circumstances, we or Parent will be required to pay a termination fee to the other party.

The Company will be required to pay Parent a termination fee of approximately $230.5 million under specified circumstances, including termination of the Merger Agreement in connection with our entry into an agreement with respect to a Superior Proposal (as defined in the Merger Agreement) at any time prior to us receiving shareholder approval of the Merger Agreement, or termination by Parent if the Company’s Board of Directors effects a Change of Company Recommendation (as defined in the Merger Agreement).

Parent will be required to pay the Company a termination fee of approximately $576.1 million under specified circumstances, including termination of the Merger Agreement due to the failure to consummate the Merger by the Outside Date (as defined in the Merger Agreement) as a

result of the failure to obtain certain required regulatory approvals or due to a permanent injunction arising from Antitrust Laws or Investment Screening Laws (each as defined in the Merger Agreement) if certain other conditions are met.

Consummation of the Merger is subject to customary closing conditions, including: (i) the approval of the Merger Agreement (including the “plan of merger” for purposes of the Minnesota Business Corporation Act) by the affirmative vote of the holders of a majority of the voting power of all of the Shares outstanding and entitled to vote thereon at the meeting of the Company’s shareholders held for the purpose of voting upon the approval of the Merger Agreement; (ii) the expiration or termination of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and all other scheduled antitrust or investment screening law approvals having been obtained (or the applicable waiting periods having expired or terminated) (such approvals, collectively, the “Required Approvals”); (iii) no governmental entity of competent jurisdiction having issued or entered any order, injunction or decree or enacted, enforced, issued, promulgated, entered or adopted any law, in each case, that is continuing in effect and that prohibits, enjoins or otherwise prevents the consummation of the Merger; (iv) accuracy of the other party’s representations and warranties, subject to certain customary materiality or de minimis standards set forth in the Merger Agreement; (v) the other party’s compliance with its obligations and covenants required under the Merger Agreement, subject to certain materiality standards; and (vi) with respect to the obligations of Parent and Merger Sub, the Required Approvals not containing, individually or in the aggregate, a Burdensome Condition (as defined in the Merger Agreement).

The Merger is expected to close by late 2026 or early 2027.

For fiscal 2026, consolidated net sales remained flat at $1.2 billion as compared to fiscal 2025.

Organic revenue remained flat from the prior year.

The increase in earnings was favorably impacted by a non-recurring impairment charge in the prior year, a non-recurring arbitration award in the prior year, and a recovery of assets held-for-sale.

After adjusting for cost recognized upon sale of acquired inventory, intangibles amortization, acquisition-related costs, certain litigation charges, investment loss and other non-operating loss, stock-based compensation, restructuring and restructuring-related costs, impairment (recovery) of assets held-for-sale, and impact of businesses held-for-sale, adjusted net earnings decreased 1% in fiscal 2026 as compared to fiscal 2025.

Adjusted net earnings was primarily impacted by unfavorable product mix and pricing pressures.

| (1) | Fiscal 2026 relates to the Diagnostics and Spatial Biology segment business that met the held-for-sale criteria on June 30, 2025. Fiscal 2025 and 2024 relate to the Protein Sciences segment business that met the held-for-sale criteria on December 31, 2023 |

| (1) | Fiscal 2026 amount relates to the Diagnostics and Spatial Biology segment business that met the held-for-sale criteria on June 30, 2025. Fiscal 2025 and 2024 amounts relate to the Protein Sciences segment business that met the held-for-sale criteria on December 31, 2023, and includes the twelve-month and six-month results, respectively, while the business met the held-for-sale criteria. |

Segment revenue was impacted by unfavorable product mix and pricing pressures.

Segment revenue was impacted by the Exosome Diagnostics divestiture partially offset by favorable volume growth.

Consolidated gross margin in fiscal 2026 was impacted by decreased restructuring-related costs for manufacturing optimization from the prior period.

| Stock compensation expense - COGS | ​ | ​ | 1,534 | ​ | ​ | 1,298 | ​ | ​ | 825 | ​ |

The change in the Diagnostics and

Selling, general, and administrative expenses decreased primarily due to an impairment of assets held-for sale in the prior year and a non-recurring loss on an arbitration award in the prior year.

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

| Legal fees | ​ | ​ | 5,513 | ​ | ​ | 41,827 | ​ | ​ | 3,506 |

The decrease in research and development expenses in fiscal 2026 compared to the prior period was primarily attributable to the divestiture of the Exosome Diagnostics business in our Diagnostics and Spatial Biology segment.

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

During fiscal 2026, our cash flow swap matured, leading to increased interest expense compared to fiscal 2025.

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

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

| ​ | *​* | 2026 | | ​ | 2025 | | *​* | 2024 | | |

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

| ​ | ​ | 2026 | ​ | 2025 | ​ | 2024 | |

cash flows from the in-process research and development assets are separately identifiable from the primary asset.

the future cash flows.

None.

We also purchased a 19.9% investment in Wilson Wolf in fiscal 2023 and, as disclosed in Note 1, will acquire the remaining shares in Wilson Wolf by the end of calendar year 2027, or earlier depending on the achievement of certain future milestones.

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

Organic growth was 1%, with acquisitions having a favorable impact of 1%.

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

Consolidated net 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 ChemoCentryx, Inc. (CCXI) investment, a non-recurring gain on the sale of our investment in Eminence, and a non-recurring benefit related to the fair value of contingent consideration during fiscal 2023.

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

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

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

Organic revenue for the segment increased 5% for the

Segment revenue was impacted by broad based headwinds.

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

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

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

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

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

| Impact of partially-owned consolidated subsidiaries(1) | ​ | ​ | — | ​ | ​ | — | ​ | ​ | (1,457) | ​ |

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

Fluctuations in adjusted gross margins, as a percentage of net sales, have primarily resulted from changes in foreign currency exchange rates and changes in product mix.

We expect that, in the future, gross margins will continue to be impacted by the mix of our portfolio growing at different rates as well as future acquisitions.

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

Net interest expense in fiscal 2024 increased when compared to fiscal 2023 as average monthly outstanding debt was higher than fiscal 2023, leading to increased interest expense compared to fiscal 2023.

| Rental income | ​ | | 356 | ​ | | 305 | ​ | | 426 |

During fiscal 2024, the Company recognized losses of $6.8 million related to our equity method investment in Wilson Wolf.

During fiscal 2023, the Company recognized gains of $37 million related to the sale of our CCXI investment, $11.7 million related to the sale of our Eminence investment, and a gain of $0.4 million related to the change in fair value of our exchange traded bond funds.

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

The Company had share-based compensation excess tax benefits of $4.5 million in fiscal 2025.

The Company’s discrete tax benefits in fiscal 2024 primarily related to share-based compensation excess tax benefits of $18.4 million.

The Company’s discrete tax benefits in fiscal 2023 primarily related to share-based compensation excess tax benefits of $12.3 million.

​

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

| Costs recognized upon sale of acquired inventory | ​ | | 751 | ​ | | 729 | ​ | | 400 | ​ |

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

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

| Stock based compensation, inclusive of employer taxes | ​ | | 42,158 | ​ | | 40,277 | ​ | | 41,217 | ​ |

| Impact of partially-owned subsidiaries(1) | ​ | | — | ​ | | — | ​ | | (420) | ​ |

jurisdictional mix of the identified non-GAAP adjustments.

| ​ | *​* | ​ | ​ | ​ | ​ | ​ | |

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

Included in the available-for-sale investments were certificates of deposit that have contractual maturity dates within one year of $1.1 million as of June 30, 2024.

Approximately [removed: 32%] [added: 33%] of the Company’s consolidated net sales in fiscal [removed: 2025] [added: 2026] were made in foreign currencies, including [removed: 15%] [added: 17%] in euro, 4% in British pound sterling, 5% in Chinese yuan, 3% in Canadian dollars, [removed: 1%] [added: 2%] in Swiss francs, and the remaining [removed: 4%] [added: 2%] in other currencies.

| ​ | *​* | [removed: 2025] [added: 2026] | | ​ | [removed: 2024] [added: 2025] | | ​ | [removed: 2023] [added: 2024] | |

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

| Low | ​ | | [removed: 1.04] [added: 1.14] | ​ | | [removed: 1.06] [added: 1.04] | ​ | | [removed: 0.98] [added: 1.06] |

| Average | ​ | | [removed: 1.09] [added: 1.16] | ​ | | [removed: 1.08] [added: 1.09] | ​ | | [removed: 1.05] [added: 1.08] |

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

| Low | ​ | | [removed: 1.24] [added: 1.31] | ​ | | [removed: 1.22] [added: 1.24] | ​ | | [removed: 1.11] [added: 1.22] |

| Average | ​ | | [removed: 1.30] [added: 1.34] | ​ | | [removed: 1.26] [added: 1.30] | ​ | | [removed: 1.21] [added: 1.26] |

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

| High | ​ | $ | [removed: 0.74] [added: 0.73] | ​ | $ | [removed: 0.76] [added: 0.74] | ​ | $ | [removed: 0.78] [added: 0.76] |

| Low | ​ | | [removed: 0.69] [added: 0.70] | ​ | | [removed: 0.72] [added: 0.69] | ​ | | [removed: 0.73] [added: 0.72] |

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

| High | ​ | $ | [removed: 1.26] [added: 1.30] | ​ | $ | [removed: 1.19] [added: 1.26] | ​ | $ | [removed: 1.12] [added: 1.19] |

| Low | ​ | | [removed: 1.10] [added: 1.23] | ​ | | [removed: 1.09] [added: 1.10] | ​ | | [removed: 1.00] [added: 1.09] |

| Average | ​ | | [removed: 1.16] [added: 1.26] | ​ | | [removed: 1.13] [added: 1.16] | ​ | | [removed: 1.07] [added: 1.13] |

The effects of a hypothetical simultaneous 10% appreciation in the U.S. dollar from June 30, [removed: 2025] [added: 2026] 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 | [added: ​ ​ ​] | $ | [removed: 4,166] [added: 1,199] |

| Decrease in translation of net assets of foreign subsidiaries | ​ | | [removed: 60,580] [added: 57,040] |

| Additional transaction losses | ​ | | (4,514) |

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

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

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

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

[removed: Recent examples include the investment in Spear Bio at the beginning of fiscal 2025 and] [added: A recent example includes] the acquisition of Lunaphore SA (“Lunaphore”) at the beginning of fiscal 2024.

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

The Protein Sciences segment is the larger of our two segments, representing approximately 72% of our net sales in fiscal [removed: 2025.][added: 2026.]

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

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

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

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

[added: 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: 2026,] 2025, [removed: 2024,] or [removed: 2023.][added: 2024.]

The Diagnostics and Spatial Biology segment, representing approximately 28% of our net revenues in fiscal [removed: 2025,] [added: 2026,] includes [removed: three] [added: two] 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.

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

The [added: Bio-Techne] Diagnostic [removed: Reagents] division consists of regulated products traditionally used as calibrators and controls in the clinical setting.

The majority of [added: Bio-Techne] Diagnostic [removed: Reagents Division’s] [added: division’s] sales are through OEM agreements, but we sell some of our diagnostic reagent products directly to customers and, in Europe and Asia, also through distributors.

No customer accounted for 10% or more of the reporting segment’s consolidated net sales during fiscal [removed: 2025, 2024] [added: 2026, 2025] or [removed: 2023.][added: 2024.]

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

Although our segments both generally operate in highly competitive markets, it is difficult to determine our competitive position, either in the aggregate or by segment, since none of our competitors offer all of the same product and service lines or serve all of the same markets as the [removed: Company,] [added: Company] or [removed: any of] its [removed: segments, does.][added: segments.]

Because of the range of the products and services we sell, we encounter a wide variety of competitors, including a number of large, global companies or divisions of such companies with substantial capabilities and resources, as well [added: as] a number of smaller, niche competitors with specialized product offerings.

A majority of [removed: Diagnostics Reagents] [added: Bio-Techne Diagnostic] division products are manufactured in large bulk lots and sold on a schedule set by the customer.

Although the Company transacts business with various government entities, no government contract is of such magnitude that renegotiation [removed: of profits] or termination of the contract at the election of the government entity would have a material adverse effect on the Company’s financial results.

In fiscal [removed: 2025,] [added: 2026,] we introduced over [removed: 400] [added: 1,900] new products.

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

Through its subsidiaries, Bio-Techne employed approximately [removed: 3,100] [added: 3,000] full-time and part-time employees as of June 30, [removed: 2025,] [added: 2026,] of whom approximately [removed: 2,300] [added: 2,200] were employed in the [removed: United States] [added: U.S.] and approximately 800 outside the [removed: United States.][added: U.S. None of the U.S. employees are unionized.]

Outside the [removed: United States,] [added: U.S.,] the Company has government-mandated collective bargaining arrangements or work councils in certain countries.

In [removed: 2025, two-thirds] [added: fiscal 2026, three-fourths] of our global workforce participated, and [removed: 75%] [added: 77%] of those who responded provided favorable feedback.

In fiscal [removed: 2025,] [added: 2026,] we empowered work/life integration through hybrid work models wherever feasible, continued to cultivate belonging and inclusion, and paved the path for career growth through the personalized development and individual action plans.

[removed: The Company’s executive-sponsored Belonging initiative is focused on providing] a welcoming working environment for all employees, continued education, broadening our candidate pools, and implementing and sustaining programs.

Under the guidance of our executive-sponsored Employee Resource Group [added: Council, ERGs offer mentorship, support and engagement to help our employees succeed and thrive.]

As of June 30, [removed: 2025,] [added: 2026,] we had 11 ERGs operating globally.

As of June 30, [removed: 2025,] [added: 2026,] 48% of our total employee population was female, and [removed: 43%] [added: 44%] of our managerial employees were female.

[removed: 39%] [added: 22%] of our total employee population identified as nonwhite and [removed: 28%] [added: 20%] of our managerial employees identified as nonwhite.

Most sites or departments engage in local [added: charitable causes and activities.]

In addition, [removed: United States] [added: U.S.] employees receive a paid day off to participate in local opportunities to give back to the community as part of our volunteer time off benefit.

As of June 30, [removed: 2025,] [added: 2026,] we had rights to approximately [removed: 1,340] [added: 487] granted patents and approximately [removed: 270] [added: 230] pending patent applications.

All trademarks, trade names, product names, graphics, and logos of Bio-Techne contained herein are trademarks and registered trademarks of Bio-Techne or its subsidiaries, as applicable, in the [removed: United States] [added: U.S.] and/or other countries.

The FDCA requires these products, when sold in the [removed: United States,] [added: U.S.,] to be safe and effective for their intended uses and to comply with the regulations administered by the U.S. Food and Drug Administration (“FDA”).

The FDA regulates the design, development, testing, manufacture, advertising, labeling, packaging, marketing, distribution, import and export [removed: and record keeping for such products.]

Our Asuragen business [removed: also] maintains a CLIA certification.

●The Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), which prohibits knowingly and willfully (1) executing, or attempting to execute, a scheme to defraud any health care benefit program, including private payors, or (2) falsifying, concealing or covering up a material fact or making any materially false, fictitious or fraudulent statement in connection with the delivery of or payment for health care benefits, [removed: items or services.]

and pharmaceutical companies.

There was no significant

PENDING MERGER WITH MERCK KGAA, DARMSTADT, GERMANY

On June 25, 2026, the Company entered into the Agreement and Plan of Merger (the “Merger Agreement”), with Merck KGaA, Darmstadt, Germany, a German corporation with general partners (“Parent”) and EMD Holdings NewCo, Inc. (“Merger Sub”), a Minnesota corporation and a wholly-owned subsidiary of Parent.

The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent.

At the effective time of the Merger (the “Effective Time”), each share of our common stock (other than Company Restricted Stock (as defined in the Merger Agreement)) that is issued and outstanding immediately prior to the Effective Time (other than Excluded Shares (as defined in the Merger Agreement)) will automatically be converted into the right to receive $73.00 in cash, without

any interest thereon and less any required tax withholdings and all of such shares of our common stock will cease to be outstanding and cease to exist.

The Merger is expected to close by late 2026 or early 2027, subject to satisfaction of customary closing conditions, including receipt of required regulatory approvals and approval by the Company’s shareholders.

For more information, see Note 1 to our Consolidated Financial Statements as of and for the fiscal year ended June 30, 2026 and our proxy statement filed with the SEC on August 20, 2026.

The Company’s executive-sponsored Belonging initiative is focused on providing

and record keeping for such products.

items or services.

Steve Crouse was promoted to President of the Diagnostics and Spatial Biology segment on March 1, 2026, and had served as the Senior Vice President of the Analytical Solutions Division since joining the Company in 2021.

Prior to Bio-Techne, Mr. Crouse most recently served as a General Manager at Thermo Fisher Scientific.

We also sell through third

The Molecular Diagnostics division markets and sells products and services under the Exosome Diagnostics and Asuragen brands.

The Exosome Diagnostics brand is based on exosome-based liquid biopsy techniques that analyze genes or their transcripts.

It includes the ExoDx Prostate test, which is a urine-based assay for early detection of high-grade prostate cancer used as an aid in deciding the need for biopsy in men with grey-zone prostate specific antigen (PSA) scores.

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

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

In the United States, we offer the ExosomeDx Prostate test to physicians using our lab-developed non-invasive urine-based assay for prostate cancer detection.

Our diagnostic laboratory is certified under and regulated by the State of Massachusetts pursuant to the Clinical Laboratory Improvement Amendments, or CLIA.

We reach our customers through physicians prescribing such tests for their patients.

This test is also available in Europe as a CE-marked product.

There is also some seasonality for the ExosomeDx Prostate test, as patients tend to avoid scheduling medical appointments during the summer and other holidays.

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

None of the United States employees are unionized.

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

charitable causes and activities.

One of our products under our Exosome Diagnostics brand is offered as a test by a certified laboratory under CLIA.

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

Matthew McManus joined Bio-Techne on January 8, 2024 as President, Diagnostics and Spatial Biology.

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

As of August [removed: 22, 2025,] [added: 24, 2026,] 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: 2025,] [added: 2026,] or | |

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

As of December 31, [removed: 2024,] [added: 2025,] the aggregate market value of the Common Stock held by non-affiliates of the Registrant was [removed: $11.4] [added: $9.1] billion based upon the closing sale price as reported on The Nasdaq Stock Market [removed: ($72.03] [added: ($58.81] per share).

As of August [removed: 18, 2025, 155,549,587] [added: 17, 2026, 156,818,238] shares of the Company’s Common Stock ($0.01 par value) were outstanding.

Portions of the Company’s Proxy Statement for its [removed: 2025] [added: 2026] Annual Meeting of Shareholders are incorporated by reference into Part III.

| [Item 1A.](#ITEM1ARISKFACTORS_130055) | [Risk Factors](#ITEM1ARISKFACTORS_130055) | [removed: 14] [added: 15] |

| [Item 1B.](#ITEM1BUNRESOLVEDSTAFFCOMMENTS_541500) | [Unresolved Staff Comments](#ITEM1BUNRESOLVEDSTAFFCOMMENTS_541500) | [removed: 28] [added: 31] |

| [Item 1C.](#ITEM1CCYBERSECURITY_557857) | [Cybersecurity](#ITEM1CCYBERSECURITY_557857) | [removed: 28] [added: 31] |

| [Item 2.](#ITEM2PROPERTIES_297355) | [Properties](#ITEM2PROPERTIES_297355) | [removed: 29] [added: 32] |

| [Item 3.](#ITEM3LEGALPROCEEDINGS_464345) | [Legal Proceedings](#ITEM3LEGALPROCEEDINGS_464345) | [removed: 30] [added: 33] |

| [Item 4.](#ITEM4MINESAFETYDISCLOSURES_813807) | [Mine Safety Disclosures](#ITEM4MINESAFETYDISCLOSURES_813807) | [removed: 30] [added: 33] |

| [Item 5.](#ITEM5MARKETFORTHEREGISTRANTSCOMMONEQUITY) | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#ITEM5MARKETFORTHEREGISTRANTSCOMMONEQUITY) | [removed: 30] [added: 33] |

| [Item 6.](#ITEM6SELECTEDFINANCIALDATA_415881) | [Selected Financial Data](#ITEM6SELECTEDFINANCIALDATA_415881) | [removed: 33] [added: 36] |

| [Item 7.](#ITEM7MANAGEMENTSDISCUSSIONANDANALYSISOFF) | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#ITEM7MANAGEMENTSDISCUSSIONANDANALYSISOFF) | [removed: 33] [added: 36] |

| [Item 7A.](#ITEM7AQUANTITATIVEANDQUALITATIVEDISCLOSU) | [Quantitative and Qualitative Disclosures about Market Risk](#ITEM7AQUANTITATIVEANDQUALITATIVEDISCLOSU) | [removed: 46] [added: 48] |

| [Item 8.](#Index_of_Consolidated_Financial_Statemen) | [Financial Statements and Supplementary Data](#Index_of_Consolidated_Financial_Statemen) | [removed: 47] [added: 49] |

| [Item 9.](#ITEM9CHANGESINANDDISAGREEMENTSWITHACCOUN) | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#ITEM9CHANGESINANDDISAGREEMENTSWITHACCOUN) | [removed: 88] [added: 93] |

| [Item 9A.](#ITEM9ACONTROLSANDPROCEDURES_526833) | [Controls and Procedures](#ITEM9ACONTROLSANDPROCEDURES_526833) | [removed: 88] [added: 93] |

| [Item 9B.](#ITEM9BOTHERINFORMATION_754197) | [Other Information](#ITEM9BOTHERINFORMATION_754197) | [removed: 89] [added: 94] |

| [Item 10.](#ITEM10DIRECTORSEXECUTIVEOFFICERSANDCORPO) | [Directors, Executive Officers](#ITEM10DIRECTORSEXECUTIVEOFFICERSANDCORPO) | [removed: 89] [added: 94] |

| [Item 11.](#ITEM11EXECUTIVECOMPENSATION_411916) | [Executive Compensation](#ITEM11EXECUTIVECOMPENSATION_411916) | [removed: 89] [added: 94] |

| [Item 12.](#ITEM12SECURITYOWNERSHIPOFCERTAINBENEFICI) | [Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters](#ITEM12SECURITYOWNERSHIPOFCERTAINBENEFICI) | [removed: 89] [added: 94] |

| [Item 13.](#ITEM13CERTAINRELATIONSHIPSANDRELATEDTRAN) | [Certain Relationships and Related Transactions, and Director Independence](#ITEM13CERTAINRELATIONSHIPSANDRELATEDTRAN) | [removed: 89] [added: 94] |

| [Item 14.](#ITEM14PRINCIPALACCOUNTINGFEESANDSERVICES) | [Principal Accounting Fees and Services](#ITEM14PRINCIPALACCOUNTINGFEESANDSERVICES) | [removed: 89] [added: 94] |

| [Item 15.](#ITEM15EXHIBITSFINANCIALSTATEMENTSCHEDULE) | [Exhibits, Financial Statement Schedules](#ITEM15EXHIBITSFINANCIALSTATEMENTSCHEDULE) | [removed: 90] [added: 95] |

| | [SIGNATURES](#SIGNATURES_814919) | [removed: 94] [added: 99] |

All statements other than historical factual information are forward-looking statements, including without limitation statements regarding: [added: the Merger (as defined in Note 1 to our Consolidated Financial Statements), including statements related to the timing of completion of the Merger, or the receipt of necessary approvals to complete the Merger; the significance and timing of costs related to the Merger; the impact on us of litigation or other shareholder action related to the Merger; the effects on us and our shareholders if the Merger is not completed;] projections of revenue, expenses, profit, profit margins, pricing, tax rates, tax provisions, cash flows, our liquidity position or other projected financial measures; management’s plans and strategies for future operations, including statements relating to anticipated operating performance, cost reductions, new product and service developments, competitive strengths or market position, acquisitions and the integration thereof, strategic opportunities, dividends and executive compensation; growth, declines and other trends in markets we sell into; new or modified laws, regulations and accounting pronouncements; future regulatory approvals and the timing and conditionality thereof; outstanding claims, legal proceedings, tax audits and assessments and other contingent liabilities; future foreign currency exchange rates and fluctuations in those rates; general economic and capital markets conditions; the anticipated timing of any of the foregoing; assumptions underlying any of the foregoing; and any other statements that address events or developments that Bio-Techne intends or believes will or may occur in the future.

Forward-looking statements are not [removed: guaranties] [added: guarantees] of future performance and actual results may differ materially from the results, developments and business decisions contemplated by our forward-looking statements.

| | | ​ |

| ​ | ​ | ​ |

| [Item 9C](#ITEM9CDISCLOSUREREGARDINGFOREIGNJURISDIC). | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#ITEM9CDISCLOSUREREGARDINGFOREIGNJURISDIC) | 94 |

These forward-looking statements are subject to a number of risks and uncertainties, including, without limitation: (i) the risk that the Merger may not be completed in a timely manner, or at all; (ii) the failure to satisfy the conditions to the consummation of the Merger, including, without limitation, the receipt of shareholder and regulatory approvals; (iii) unanticipated difficulties or expenditures relating to the Merger; (iv) the effect of the announcement or pendency of the Merger on the Company’s plans, business relationships, operating results and operations; (v) potential difficulties retaining customers, suppliers, distributors and employees as a result of the announcement and pendency of the Merger; (vi) the response of customers, suppliers, distributors and employees to the announcement of the Merger; (vii) risks related to diverting management’s attention from the Company’s ongoing business operations; and (viii) legal proceedings, including those that may be instituted against the Company, its board of directors, its executive officers or others following the announcement of the Merger, as well as the risks and uncertainties set forth below and under “Item 1A.

| | | |

These forward-looking statements are subject to a number of risks and uncertainties, including but not limited to the risks and uncertainties set forth below and under “Item 1A.

The Director of IT [removed: Infrastrcuture] [added: Infrastructure] and Security reports to the CIO, and the CIO reports to the Chief Financial Officer.

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

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

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

| Subsidiary | [added: ​ ​ ​] | Location | [added: ​ ​ ​] | Type | [added: ​ ​ ​] | Square Feet |

| Bio-Techne Ireland | [removed: ​] | Dublin, Ireland | [removed: ​] | Warehouse | [removed: ​] | 25,000 |

| Bio-Techne Germany | ​ | Dusseldorf, Germany | ​ | Office | ​ | 11,000 |

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

This facility is currently being held-for-sale.

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Exosome Diagnostics | | Waltham, Massachusetts | | Office/manufacturing/warehouse | | 38,000 |

As of August [removed: 12, 2025,] [added: 11, 2026,] there were over [removed: 170,000] [added: 210,000] beneficial shareholders of the Company’s common stock and over 110 shareholders of record.

The Company paid annual cash dividends totaling [removed: $50.4] [added: $49.9] million, $50.4 million, and [removed: $50.3] [added: $50.4] million in fiscal [added: 2026,] 2025, [removed: 2024,] and [removed: 2023,] [added: 2024,] respectively.

On August 31, 2022, the Company entered into an amended and restated Credit Agreement [added: (“Credit Agreement”)] that provides for a revolving credit facility of $1 billion, which can be increased by an additional $400 million subject to certain conditions.

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

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 [added: outstanding common] stock.

The table below sets forth certain information regarding our purchases of common stock in open market transactions during fiscal [removed: 2025.][added: 2026.]

| [removed: May] [added: July] 1 - [added: July] 31, 2025 | ​ | [removed: 1,943,140] [added: —] | ​ | [removed: ​] [added: $] | [removed: 51.49] [added: —] | ​ | [removed: 1,943,140] [added: —] | ​ | [removed: ​] [added: $] | 405,007,867 |

The comparison assumes $100 was invested on the last trading day before July 1, [removed: 2019] [added: 2021] in the Company’s common stock and in each of the foregoing indices and assumes reinvestment of dividends.

[removed: ][added: ]

the Company’s outstanding common stock.

While the Merger Agreement is in effect, we are prohibited from repurchasing shares of our common stock, including under the February 2, 2022 and April 30, 2025 share repurchase programs, without the prior written consent of Parent.

| August 1 - August 31, 2025 | ​ | 500 | ​ | ​ | 48.01 | ​ | 500 | ​ | ​ | 404,983,864 |

| September 1 - September 30, 2025 | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | 404,983,864 |

| July 1 - September 30, 2025 | ​ | 500 | ​ | ​ | 48.01 | ​ | 500 | ​ | ​ | ​ |

| October 1 - 31, 2025 | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | 404,983,864 |

| November 1 - 30, 2025 | ​ ​ ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | 404,983,864 |

| December 1 - 31, 2025 | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | 404,983,864 |

| October 1 - December 31, 2025 | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | ​ |

| January 1 - 31, 2026 | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | 404,983,864 |

| February 1 - 28, 2026 | ​ ​ ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | 404,983,864 |

| March 1 - 31, 2026 | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | 404,983,864 |

| January 1 - March 31, 2026 | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | ​ |

| April 1 - 30, 2026 | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | 404,983,864 |

| May 1 - 31, 2026 | ​ | 909,055 | ​ | ​ | 45.82 | ​ | 909,055 | ​ | ​ | 363,332,959 |

| June 1 - 30, 2026 | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | 363,332,959 |

| April 1 - June 30, 2026 | ​ | 909,055 | ​ | ​ | 45.82 | ​ | 909,055 | ​ | ​ | ​ |

| July 1, 2025 - June 30, 2026 | ​ | 909,555 | ​ | ​ | 45.82 | ​ | 909,555 | ​ | ​ | ​ |

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

See Note 1 for details.

| July 1 - July 31, 2024 | ​ | — | ​ | $ | — | ​ | — | ​ | $ | 180,739,094 |

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

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

| July 1 - September 30, 2024 | ​ | — | ​ | ​ | — | ​ | — | ​ | ​ | ​ |

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

| 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 |

| 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 | ​ | ​ | ​ |

| [Reports of Independent Registered Public Accounting Firm](#Report_of_Independent_1) | [removed: 48] [added: 50] |

| [Consolidated Statements of Earnings and Comprehensive Income for the years ended June 30 [added: 2026,] 2025, [removed: 2024,] and [removed: 2023](#Profit_Loss_Statement)] [added: 2024](#Profit_Loss_Statement)] | [removed: 51] [added: 54] |

| [Consolidated Balance Sheets as of June 30, [removed: 2025] [added: 2026] and [removed: 2024](#Balance_Sheets)] [added: 2025](#Balance_Sheets)] | [removed: 52] [added: 55] |

| [Consolidated Statements of Shareholders’ Equity for the years ended June 30, [added: 2026,] 2025, [removed: 2024,] and [removed: 2023](#Shareholders_Equity_Statement)] [added: 2024](#Shareholders_Equity_Statement)] | [removed: 53] [added: 56] |

| [Consolidated Statements of Cash Flows for the years ended June 30, [added: 2026,] 2025, [removed: 2024,] and [removed: 2023](#Cash_Flows_Statement)] [added: 2024](#Cash_Flows_Statement)] | [removed: 54] [added: 57] |

| [Note 1. Description of Business and [removed: and] Summary of Significant Accounting Policies](#Note_1) | [removed: 55] [added: 58] |

| [Note 2. Revenue Recognition](#Note_2) | [removed: 61] [added: 64] |

| [Note 3. Supplemental Balance Sheet and Cash Flow Information](#Note_3) | [removed: 62] [added: 66] |

| [Note 4. Acquisitions](#Note_4) | [removed: 64] [added: 68] |

| [Note 5. Fair Value Measurements](#Note_5) | [removed: 67] [added: 69] |

| [Note 6. Debt and Other Financing Arrangements](#Note_6) | [removed: 70] [added: 73] |

| [Note 7. Leases](#Note_7) | [removed: 70] [added: 73] |

| [Note 8. Supplemental Equity and Accumulated Other Comprehensive [removed: Income (Loss)] [added: Loss] Information](#Note_8) | [removed: 72] [added: 75] |

| [Note 9. Earnings Per Share](#Note_9) | [removed: 74] [added: 77] |

| [Note 10. Share-based Compensation and Other Benefit Plans](#Note_10) | [removed: 74] [added: 77] |

| [Note 11. Other Income/(Expense)](#Note_11) | [removed: 77] [added: 80] |

| [Note 12. Income Taxes](#Note_12) | [removed: 77] [added: 80] |

| [Note 13. Segment Information](#Note_13) | [removed: 80] [added: 84] |

| [Note 14. Restructurings](#Note_14) | [removed: 83] [added: 87] |

| [Note 15. Subsequent Events](#Note_15) | [removed: 87] [added: 92] |

We have audited the accompanying consolidated balance sheets of Bio-Techne Corporation and subsidiaries (the Company) as of June 30, [removed: 2025] [added: 2026] and June 30, [removed: 2024,] [added: 2025,] the related consolidated statements of earnings and comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended June 30, [removed: 2025,] [added: 2026,] and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, [removed: 2025] [added: 2026] and June 30, [removed: 2024,] [added: 2025,] and the results of its operations and its cash flows for each of the years in the three-year period ended June 30, [removed: 2025,] [added: 2026,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of June 30, [removed: 2025,] [added: 2026,] based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated August [removed: 22, 2025] [added: 24, 2026] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

[removed: Basis] [added: | | 1. | _Basis] for [removed: Opinion][added: Opinion_ |]

The Company recorded [removed: $1,219.6] [added: $1,215] million of net sales for the year ended June 30, [removed: 2025.][added: 2026.]

We have audited Bio-Techne Corporation and subsidiaries' (the Company) internal control over financial reporting as of June 30, [removed: 2025,] [added: 2026,] based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, [removed: 2025,] [added: 2026,] based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of June 30, [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] the related consolidated statements of earnings and comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended June 30, [removed: 2025,] [added: 2026,] and the related notes (collectively, the consolidated financial statements), and our report dated August [removed: 22, 2025] [added: 24, 2026] expressed an unqualified opinion on those consolidated financial statements.

[removed: Definition] [added: | | 2. | _Definition] and Limitations of Internal Control Over Financial [removed: Reporting][added: Reporting_ |]

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

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

| Net sales | ​ | $ | [removed: 1,219,635] [added: 1,215,039] | ​ | $ | [removed: 1,159,060] [added: 1,219,635] | ​ | $ | [removed: 1,136,702] [added: 1,159,060] |

| Cost of sales | ​ | | [removed: 429,363] [added: 415,968] | ​ | | [removed: 389,335] [added: 429,363] | ​ | | [removed: 366,887] [added: 389,335] |

| Gross margin | ​ | | [removed: 790,272] [added: 799,071] | ​ | | [removed: 769,725] [added: 790,272] | ​ | | [removed: 769,815] [added: 769,725] |

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

| Selling, general and administrative | ​ | | [removed: 588,521] [added: 452,415] | ​ | | [removed: 466,375] [added: 588,521] | ​ | | [removed: 378,378] [added: 466,375] |

| Research and development | ​ | | [removed: 99,496] [added: 94,766] | ​ | | [removed: 96,664] [added: 99,496] | ​ | | [removed: 92,493] [added: 96,664] |

| Total operating expenses | ​ | | [removed: 688,017] [added: 547,181] | ​ | | [removed: 563,039] [added: 688,017] | ​ | | [removed: 470,871] [added: 563,039] |

| Operating income | ​ | | [removed: 102,255] [added: 251,890] | ​ | | [removed: 206,686] [added: 102,255] | ​ | | [removed: 298,944] [added: 206,686] |

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

| August 24, 2026 | ​ |

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

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

inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

| August 24, 2026 | ​ |

| Cash and cash equivalents | ​ | $ | 264,712 | ​ | $ | 162,186 |

| Other assets | ​ | | 264,336 | ​ | | 283,916 |

| ​ | ​ | | ​ | ​ | | ​ |

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

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

| Net earnings | | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 181,862 | ​ | ​ | ​ | ​ | ​ | 181,862 |

| Share repurchases | | (909) | ​ | ​ | (9) | ​ | ​ | ​ | ​ | ​ | (41,666) | ​ | ​ | ​ | ​ | ​ | (41,675) |

| Cash dividends | | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (49,916) | ​ | ​ | ​ | ​ | ​ | (49,916) |

| Balances at June 30, 2026 | | 156,095 | ​ | $ | 1,561 | ​ | $ | 1,033,052 | ​ | $ | 1,144,188 | ​ | $ | (70,580) | ​ | $ | 2,108,221 |

| Loss on investments | ​ | ​ | 5,862 | ​ | ​ | — | ​ | ​ | — |

| Other operating activity | ​ | | 477 | ​ | | 1,426 | ​ | | 1,030 |

_Contingencies:_ On June 25, 2026, the Company entered into the Agreement and Plan of Merger (the “Merger Agreement”), with Merck KGaA, Darmstadt, Germany, a German corporation with general partners (“Parent”), and EMD Holdings NewCo, Inc., a Minnesota corporation and a wholly-owned subsidiary of Parent (“Merger Sub”).

The Merger Agreement provides that, on the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving as a wholly-owned subsidiary of Parent.

At the effective time of the Merger (the “Effective Time”), each share of the Company’s common stock, par value $0.01 per share, (each, a “Share”) (other than Company Restricted Stock (as defined in the Merger Agreement)) issued and outstanding immediately prior to the Effective Time (other than Excluded Shares (as defined in the Merger Agreement)) will automatically be converted into the right to receive $73.00 in cash (the “Merger Consideration”), without any interest thereon and less any required tax withholdings and all of such Shares will cease to be outstanding and cease to exist.

Consummation of the Merger is subject to customary closing conditions, including: (i) the approval of the Merger Agreement (including the “plan of merger” for purposes of the Minnesota Business Corporation Act) by the affirmative vote of the holders of a majority of the voting power of all of the Shares outstanding and entitled to vote thereon at the meeting of the Company’s shareholders held for the purpose of voting upon the approval of the Merger Agreement, (ii) the expiration or termination of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and all other scheduled antitrust or investment screening law approvals having been obtained (or the applicable waiting periods having expired or terminated) (such approvals, collectively, the “Required Approvals”), (iii) no governmental entity of competent jurisdiction having issued or entered any order, injunction or decree or enacted, enforced, issued, promulgated, entered or adopted any law, in each case, that is continuing in effect and that prohibits, enjoins or otherwise prevents the consummation of the Merger; (iv) accuracy of the other party’s representations and warranties, subject to certain customary materiality or de minimis standards set forth in the Merger Agreement; (v) the other party’s compliance with its obligations and covenants required under the Merger Agreement, subject to certain materiality standards; and (vi) with respect to the obligations of Parent and Merger Sub, the Required Approvals not containing, individually or in the aggregate, a Burdensome Condition (as defined in the Merger Agreement).

The Merger is expected to close by late 2026 or early 2027.

If the Merger Agreement is terminated under certain specified circumstances, the Company or Parent will be required to pay a termination fee to the other party.

The Company will be required to pay Parent a termination fee of approximately $230.5 million under specified circumstances, including termination of the Merger Agreement in connection with the Company’s entry into an agreement with respect to a Superior Proposal (as defined in the Merger Agreement) at any time prior to the Company receiving shareholder approval of the Merger Agreement or termination by Parent if the Company’s Board of Directors effects a Change of Company Recommendation (as defined in the Merger Agreement).

Parent will be required to pay the Company a termination fee of approximately $576.1 million under specified circumstances, including termination of the Merger Agreement due to the failure to consummate the Merger by the Outside Date (as defined in the Merger Agreement) as a result of the failure to obtain certain required regulatory approvals or due to a permanent injunction arising from Antitrust Laws or Investment Screening Laws (each as defined in the Merger Agreement) if certain other conditions are met.

In September 2025, the Company received MDxHealth SA (“MDxHealth”) stock as part of our divestiture of Exosome Diagnostics.

The fair value of the stock is included within Other current assets on the Consolidated Balance Sheets.

Refer to Note 5 for the fair market valuation for the periods presented.

_Notes receivable:_ Notes receivable are initially recorded at their net present value.

They are categorized into current for payments due within one year and noncurrent for payments due after one year.

The Company assesses the fair value for each reporting period.

Changes in the fair value are included in Other non-operating income (expense) in the Consolidated Statements of Earnings and Comprehensive Income.

The change in fair value is evaluated based on the debtor’s current financial condition and payment history.

Refer to Note 5 for additional information regarding the fair value of our notes receivable for the periods presented.

of forecasted usage.

Biology segment that were classified as held-for-sale.

The Company had five reporting units for our 2025 goodwill impairment assessment performed on April 1, 2025.

The Company adopted this guidance for our fiscal 2026 annual report using a prospective method.

In August 2025, the FASB issued _ASU 2025-05, Financial Instruments–Credit Losses (Topic 326)_, which requires incremental disclosures on estimating expected credit losses.

We are currently evaluating the potential effect that the updated standard will have on our financial statement disclosures.

In September 2025, the FASB issued _ASU 2025-06, Intangibles–Goodwill and Other–Internal-Use Software (Subtopic 350-40)_, which requires incremental disclosures on recording intangibles for internal-use software.

| August 22, 2025 | ​ |

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

| Net earnings attributable to noncontrolling interest | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 179 |

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

| ​ | | ​ | ​ | ​ | ​ | ​ |

| Other assets | ​ | | 273,609 | ​ | | 264,265 |

| ​ | ​ | | | ​ | | |

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

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

| Balances at June 30, 2022 | | 156,644 | ​ | $ | 1,566 | ​ | $ | 652,467 | ​ | $ | 1,122,937 | ​ | $ | (75,200) | ​ | $ | (759) | ​ | $ | 1,701,011 |

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

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

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

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

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | *​* | ​ | ​ | ​ | ​ | ​ | ​ |

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

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

| Other operating activity | ​ | | 675 | | 301 | | (17) |

| Purchases of available-for-sale investments | ​ | | — | | (5,526) | | (20,500) |

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

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

| Cash dividends | ​ | | (50,391) | | (50,419) | | (50,285) |

| Other financing activity | ​ | ​ | — | ​ | — | ​ | (2,457) |

| Cash and cash equivalents at beginning of period | ​ | | 151,791 | | 180,571 | | 172,567 |

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

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

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

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

As Eminence met the criteria for consolidation, the transaction was accounted for in accordance with _Accounting Standards Codification_ (ASC) _805,_ _Business Combinations_.

In applying ASC _805_ to the transaction, the Company has elected to include Eminence in our Consolidated Financial Statements on a one month lag.

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

in annual revenue or $136 million in annual EBITDA.

composition of accounts receivable aging, our prior history of accounts receivable write-offs, the type of customer and our day-to-day knowledge of specific customers.

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

than the carrying amounts, therefore, it was not necessary to perform a quantitative impairment test in fiscal 2024 and 2023.

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

The Company did not identify any triggering events after our annual goodwill impairment analysis through June 30, 2024 and 2023, the date of our Consolidated Balance Sheets, that would require an additional goodwill impairment assessment to be performed.

For fiscal 2024, the Company also performed a qualitative assessment of the acquired in-process research and development assets to determine whether changes in events, circumstances, or the probability of successful development and commercialization of the assets indicated that it is more likely than not that the fair value of the acquired assets are less than its carrying amount.

Based on the analysis, the Company determined there was no indication of impairment of the indefinite-lived intangible asset.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, [removed: 2025,] [added: 2026,] 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: 2025.][added: 2026.]

There were no changes in the Company’s internal control over financial reporting during fiscal [removed: 2025] [added: 2026] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

During the three months ended June 30, [removed: 2025,] [added: 2026,] no director or officer of the Company adopted or terminated a [removed: "Rule] [added: “Rule] 10b5-1 trading [removed: arrangement"] [added: arrangement”] or [removed: "non-Rule] [added: “non-Rule] 10b5-1 trading [removed: arrangement,"] [added: arrangement,”] as each term is defined in [removed: item] [added: Item] 408(a) of Regulation S-K.

PART III

Not applicable.

PART III

The information required to be included in Item 10 will be included in our proxy statement for our 2026 Annual Meeting of Shareholders (“2026 Proxy Statement”) or Form 10-K/A, which we intend to file with the SEC within 120 days after the close of our fiscal 2026 year, and is incorporated herein by reference.

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

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

The information required to be included in Item 11 will be included in our 2026 Proxy Statement or Form 10-K/A, which we intend to file within 120 days after the close of our fiscal 2026 year, and is incorporated herein by reference.

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 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 to be included in Item 12 will be included in our 2026 Proxy Statement or Form 10-K/A, which we intend to file within 120 days after the close of our fiscal 2026 year, and is incorporated herein by reference.

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 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 to be included in Item 13 will be included in our 2026 Proxy Statement or Form 10-K/A, which we intend to file within 120 days after the close of our fiscal 2026 year, and is incorporated herein by reference.

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 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 to be included in Item 14 will be included in our 2026 Proxy Statement or Form 10-K/A, which we intend to file within 120 days after the close of our fiscal 2026 year, and is incorporated herein by reference.

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 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: 2026,] 2025, [removed: 2024,] and [removed: 2023][added: 2024]

Consolidated Balance Sheets as of June 30, [removed: 2025] [added: 2026] and [removed: 2024][added: 2025]

Consolidated Statements of Shareholders’ Equity for the Years Ended June 30, [added: 2026,] 2025, [removed: 2024,] and [removed: 2023][added: 2024]

Consolidated Statements of Cash Flows for the Years Ended June 30, [added: 2026,] 2025, [removed: 2024,] and [removed: 2023][added: 2024]

Notes to Consolidated Financial Statements for the Years Ended June 30, [added: 2026,] 2025, [removed: 2024,] and [removed: 2023][added: 2024]

for Form 10-K for the [removed: 2025] [added: 2026] Fiscal Year

| Exhibit Number | [removed: |] [added: ​ ​ ​] | Description |

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

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

| 4.1 | ​ | [removed: |] [Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of [removed: 1934](https://www.sec.gov/Archives/edgar/data/842023/000155837025011716/tech-20250630xex4d1.htm)] [added: 1934](https://www.sec.gov/Archives/edgar/data/842023/000110465926100322/tech-20260630xex4d1.htm)] |

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

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

| 10.3 | ​ | [removed: |] [Form of Time Vesting [removed: Restricted] [added: Incentive] Stock [removed: Award] [added: Option] Agreement for Second Amended and Restated 2010 Equity Incentive Plan--incorporated by reference to Exhibit [removed: 10.3] [added: 10.9] of the Company's Form 10-K dated August 25, [removed: 2021*](https://www.sec.gov/Archives/edgar/data/842023/000143774921020980/ex_248804.htm)] [added: 2021*](https://www.sec.gov/Archives/edgar/data/842023/000143774921020980/ex_248810.htm)] |

| 10.4 | ​ | [removed: |] [Form of Performance Vesting [removed: Restricted] [added: Incentive] Stock [removed: Award] [added: Option] Agreement for Second Amended and Restated 2010 Equity Incentive Plan--incorporated by reference to Exhibit [removed: 10.4] [added: 10.10] of the Company's Form 10-K dated August 25, [removed: 2021*](https://www.sec.gov/Archives/edgar/data/842023/000143774921020980/ex_248805.htm)] [added: 2021*](https://www.sec.gov/Archives/edgar/data/842023/000143774921020980/ex_248811.htm)] |

| 10.5 | ​ | [removed: |] [Form of [removed: Time Vesting Restricted] [added: Employee Non-Qualified] Stock [removed: Unit Award] [added: Option] Agreement for Second Amended and Restated 2010 Equity Incentive [removed: Plan (Global)--incorporated] [added: Plan--incorporated] by reference to Exhibit [removed: 10.5] [added: 10.11] of the Company's Form 10-K dated August 25, [removed: 2021*](https://www.sec.gov/Archives/edgar/data/842023/000143774921020980/ex_248806.htm)] [added: 2021*](https://www.sec.gov/Archives/edgar/data/842023/000143774921020980/ex_248812.htm)] |

| 10.6 | ​ | [removed: |] [Form of [removed: Performance Vesting Restricted] [added: Director Non-Qualified] Stock [removed: Unit Award] [added: Option] Agreement for [removed: Seconded] [added: Second] Amended and Restated 2010 Equity Incentive Plan--incorporated by reference to Exhibit [removed: 10.6] [added: 10.2] of the [removed: Company's] [added: Company’s] Form [removed: 10-K] [added: 8-K] dated [removed: August 25, 2021*](https://www.sec.gov/Archives/edgar/data/842023/000143774921020980/ex_248807.htm)] [added: October 26, 2017*](https://www.sec.gov/Archives/edgar/data/842023/000143774917017673/ex_97614.htm)] |

| [removed: 10.7] [added: 10.15] | ​ | [removed: |] [Form of [removed: the Time Vesting] Performance [added: Vesting Restricted Stock] Unit [removed: Award Agreement for Second Amended and Restated 2010 Equity Incentive Plan--incorporated] [added: Agreement--incorporated] by reference to Exhibit 10.7 of the [removed: Company's] [added: Company’s] Form [removed: 10-K] [added: 8-K] dated [removed: August 25, 2021*](https://www.sec.gov/Archives/edgar/data/842023/000143774921020980/ex_248808.htm)] [added: November 3, 2020*](https://www.sec.gov/Archives/edgar/data/842023/000143774920022390/ex_211292.htm)] |

| [removed: 10.8] [added: 10.16] | ​ | [removed: |] [Form of [removed: Performance] [added: Time] Vesting [removed: Performance Unit Award Agreement for Second Amended and Restated 2010 Equity] Incentive [removed: Plan--incorporated] [added: Stock Option Agreement--incorporated] by reference to Exhibit 10.8 of the [removed: Company's] [added: Company’s] Form [removed: 10-K] [added: 8-K] dated [removed: August 25, 2021*](https://www.sec.gov/Archives/edgar/data/842023/000143774921020980/ex_248809.htm)] [added: November 3, 2020*](https://www.sec.gov/Archives/edgar/data/842023/000143774920022390/ex_211293.htm)] |

| [removed: 10.9] [added: 10.14] | ​ | [Form of [removed: Time] [added: Performance] Vesting Incentive Stock Option [removed: Agreement for Second Amended and Restated 2010 Equity Incentive Plan--incorporated] [added: Agreement--incorporated] by reference to Exhibit [removed: 10.9] [added: 10.5] of the [removed: Company's] [added: Company’s] Form [removed: 10-K] [added: 8-K] dated [removed: August 25, 2021*](https://www.sec.gov/Archives/edgar/data/842023/000143774921020980/ex_248810.htm) |] [added: November 3, 2020*](https://www.sec.gov/Archives/edgar/data/842023/000143774920022390/ex_211290.htm)] |

| [removed: 10.10] [added: 10.17] | ​ | [Form of [removed: Performance] [added: Time] Vesting [removed: Incentive] [added: Restricted] Stock [removed: Option Agreement for Second Amended and Restated 2010 Equity Incentive Plan--incorporated] [added: Agreement--incorporated] by reference to Exhibit 10.10 of the [removed: Company's] [added: Company’s] Form [removed: 10-K] [added: 8-K] dated [removed: August 25, 2021*](https://www.sec.gov/Archives/edgar/data/842023/000143774921020980/ex_248811.htm) |] [added: November 3, 2020*](https://www.sec.gov/Archives/edgar/data/842023/000143774920022390/ex_211295.htm)] |

| [removed: 10.11] [added: 10.13] | ​ | [Form of Employee Non-Qualified Stock Option Agreement [removed: for Second Amended and Restated 2010 Equity Incentive Plan--incorporated] [added: (Global)--incorporated] by reference to Exhibit [removed: 10.11] [added: 10.3] of the [removed: Company's] [added: Company’s] Form [removed: 10-K] [added: 8-K] dated [removed: August 25, 2021*](https://www.sec.gov/Archives/edgar/data/842023/000143774921020980/ex_248812.htm) |] [added: November 3, 2020*](https://www.sec.gov/Archives/edgar/data/842023/000143774920022390/ex_211288.htm)] |

| [removed: 10.12] [added: 10.12] | ​ | [Form of Director Non-Qualified Stock Option [removed: Agreement for Second Amended and Restated 2010 Equity Incentive Plan--incorporated] [added: Agreement--incorporated] by reference to Exhibit 10.2 of the Company’s Form 8-K dated [removed: October 26, 2017*](https://www.sec.gov/Archives/edgar/data/842023/000143774917017673/ex_97614.htm) |] [added: November 3, 2020*](https://www.sec.gov/Archives/edgar/data/842023/000143774920022390/ex_211287.htm)] |

| [removed: 10.13] [added: 10.7] | ​ | [Form of Executive Employment Agreement by and between the Company and Executive Officers of the Company other than the CEO--incorporated by reference to Exhibit 10.12 of the Company’s Form 10-K dated September 7, 2017*](https://www.sec.gov/Archives/edgar/data/842023/000143774917015711/ex10-12.htm) | [removed: |]

| [removed: 10.14] [added: 10.8] | ​ | [Form of Amendment No. 1 to Executive Employment [removed: Agreement – incorporated] [added: Agreement--incorporated] by reference to Exhibit 10.15 of the Company’s Form 10-Q dated May 11, [removed: 2020](https://www.sec.gov/Archives/edgar/data/842023/000143774920010135/ex_184973.htm)* |] [added: 2020*](https://www.sec.gov/Archives/edgar/data/842023/000143774920010135/ex_184973.htm)] |

| [removed: 10.15] [added: 10.9] | ​ | [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, [removed: 2022 --incorporated] [added: 2022--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: |]

| [removed: 10.16] [added: 10.10] | ​ | [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: |]

| [removed: 10.17] [added: 10.11] | ​ | [Bio-Techne 2020 Equity Incentive [removed: Plan -- incorporated] [added: Plan--incorporated] by reference to Exhibit 10.1 of the Company’s Form 8-K dated November 3, 2020*](https://www.sec.gov/Archives/edgar/data/842023/000143774920022390/ex_211160.htm) | [removed: |]

| [removed: 10.18] [added: 10.18] | ​ | [Form of [removed: Director Non-Qualified] [added: Time Vesting Restricted] Stock [removed: Option] [added: Unit] Agreement [removed: -- incorporated] [added: (Global)--incorporated] by reference to Exhibit [removed: 10.2] [added: 10.11] of the Company’s Form 8-K dated November 3, [removed: 2020*](https://www.sec.gov/Archives/edgar/data/842023/000143774920022390/ex_211287.htm) |] [added: 2020*](https://www.sec.gov/Archives/edgar/data/842023/000143774920022390/ex_211296.htm)] |

| 10.20 | ​ | [removed: [Form of Performance Vesting Incentive Stock Option Agreement-- incorporated] [added: [Executive Employment Agreement] by [added: and between the Company and Steve Crouse--incorporated by] reference to Exhibit [removed: 10.5] [added: 10.1] of the Company’s Form 8-K dated [removed: November 3, 2020*](https://www.sec.gov/Archives/edgar/data/842023/000143774920022390/ex_211290.htm) |] [added: February 11, 2026*](https://www.sec.gov/Archives/edgar/data/842023/000110465926013412/tech-20260209xex10d1.htm)] |

| [removed: 10.27] [added: 10.19] | ​ | [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) | [removed: |]

| 19 | ​ | [Bio-Techne Insider Trading [removed: Policy](https://www.sec.gov/Archives/edgar/data/842023/000155837025011716/tech-20250630xex19.htm) |] [added: Policy](https://www.sec.gov/Archives/edgar/data/842023/000110465926100322/tech-20260630xex19.htm)] |

| 21 | [added: ​ ​ ​] | [Subsidiaries of the [removed: Company](https://www.sec.gov/Archives/edgar/data/842023/000155837025011716/tech-20250630xex21.htm) |] [added: Company](https://www.sec.gov/Archives/edgar/data/842023/000110465926100322/tech-20260630xex21.htm)] |

| 23 | ​ | [Consent of KPMG [removed: LLP](https://www.sec.gov/Archives/edgar/data/842023/000155837025011716/tech-20250630xex23.htm) |] [added: LLP](https://www.sec.gov/Archives/edgar/data/842023/000110465926100322/tech-20260630xex23.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/842023/000155837025011716/tech-20250630xex31d1.htm) |] [added: 2002](https://www.sec.gov/Archives/edgar/data/842023/000110465926100322/tech-20260630xex31.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/842023/000155837025011716/tech-20250630xex31d2.htm) |] [added: 2002](https://www.sec.gov/Archives/edgar/data/842023/000110465926100322/tech-20260630xex32.htm)] |

| 32.1* | ​ | [Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/842023/000155837025011716/tech-20250630xex32d1.htm) |] [added: 2002](https://www.sec.gov/Archives/edgar/data/842023/000110465926100322/tech-20260630xex33.htm)] |

| 32.2* | ​ | [Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/842023/000155837025011716/tech-20250630xex32d2.htm) |] [added: 2002](https://www.sec.gov/Archives/edgar/data/842023/000110465926100322/tech-20260630xex34.htm)] |

| 97 | ​ | [Amended and Restated Policy on Recoupment of Certain Executive Incentive [removed: Compensation](https://www.sec.gov/Archives/edgar/data/842023/000155837025011716/tech-20250630xex97.htm) |] [added: Compensation](https://www.sec.gov/Archives/edgar/data/842023/000110465926100322/tech-20260630xex97.htm)] |

| 101 | ​ | The following financial statements from the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, [removed: 2025,] [added: 2026,] 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: |]

| 104 | ​ | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | [removed: |]

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| 2.1 | ​ | [Agreement and Plan of Merger by and among the Company, Merck KGaA, Darmstadt, Germany, and EMD Holdings NewCo, Inc. incorporated by reference to Exhibit 2.1 of the Company’s Form 8-K dated June 26, 2026*](https://www.sec.gov/Archives/edgar/data/842023/000199937126013527/ex2-1.htm) |

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| 10.21 | ​ | [Form of Retention Agreement by and between the Company and Executive Officers of the Company--attached as Exhibit 10.21 hereto](https://www.sec.gov/Archives/edgar/data/842023/000110465926100322/tech-20260630xex10d21.htm) |

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

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

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

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

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

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

| 10.26 | ​ | [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) | |

*Furnished herwith

| Date: August [removed: 22, 2025] [added: 24, 2026] | ​ | /s/ Kim Kelderman | | |

| August [removed: 22, 2025] [added: 24, 2026] | ​ | /s/ Robert V. Baumgartner |

| August [removed: 22, 2025] [added: 24, 2026] | ​ | /s/ Julie Bushman |

| August [removed: 22, 2025] [added: 24, 2026] | ​ | /s/ Rupert Vessey |

| August [removed: 22, 2025] [added: 24, 2026] | ​ | /s/ Joseph [removed: Keegan, Ph.D.] [added: Keegan] |

| August [removed: 22, 2025] [added: 24, 2026] | ​ | /s/ John L. Higgins |

| August [removed: 22, 2025] [added: 24, 2026] | ​ | /s/ Alpna [removed: Seth, Ph.D.] [added: Seth] |

| August [removed: 22, 2025] [added: 24, 2026] | ​ | /s/ Judith [removed: Klimovsky, M.D.] [added: Klimovsky] |

| August [removed: 22, 2025] [added: 24, 2026] | ​ | /s/ Amy E. [removed: Herr, Ph.D.] [added: Herr] |

| August [removed: 22, 2025] [added: 24, 2026] | ​ | /s/ Kim Kelderman |

| August [removed: 22, 2025] [added: 24, 2026] | ​ | /s/ James Hippel |

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| August 22, 2025 | ​ | /s/ Roeland Nusse, Ph.D. |

| | ​ | Dr. Roeland Nusse, Director |