Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

10K characters. Original on sec.gov · Markdown

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

A. (1) List of Financial Statements.

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

Consolidated Statements of Earnings and Comprehensive Income for the Years Ended June 30, 2026, 2025, and 2024

Consolidated Balance Sheets as of June 30, 2026 and 2025

Consolidated Statements of Shareholders’ Equity for the Years Ended June 30, 2026, 2025, and 2024

Consolidated Statements of Cash Flows for the Years Ended June 30, 2026, 2025, and 2024

Notes to Consolidated Financial Statements for the Years Ended June 30, 2026, 2025, and 2024

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

A. (2) Financial Statement Schedules.

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

​

A. (3) Exhibits.

EXHIBIT INDEX

for Form 10-K for the 2026 Fiscal Year

​ ​​
Exhibit Number​ ​ ​Description
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*
​​​
3.1​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*
​
3.2​Fourth Amended and Restated Bylaws of the Company--incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K dated April 26, 2022*
​
4.1​Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
​
10.1**​Management Incentive Plan--incorporated by reference to Exhibit 10.13 of the Company’s Form 10-K for the year ended June 30, 2013*
​
10.2**​Second Amended and Restated 2010 Equity Incentive Plan--incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated October 26, 2017*
​​​
10.3**​Form of Time Vesting Incentive Stock Option Agreement for Second Amended and Restated 2010 Equity Incentive Plan--incorporated by reference to Exhibit 10.9 of the Company's Form 10-K dated August 25, 2021*
​
10.4**​Form of Performance Vesting Incentive Stock Option Agreement for Second Amended and Restated 2010 Equity Incentive Plan--incorporated by reference to Exhibit 10.10 of the Company's Form 10-K dated August 25, 2021*
​
10.5**​Form of Employee Non-Qualified Stock Option Agreement for Second Amended and Restated 2010 Equity Incentive Plan--incorporated by reference to Exhibit 10.11 of the Company's Form 10-K dated August 25, 2021*
​
10.6**​Form of Director Non-Qualified Stock Option Agreement for Second Amended and Restated 2010 Equity Incentive Plan--incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K dated October 26, 2017*
​
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*
​
10.8**​Form of Amendment No. 1 to Executive Employment Agreement--incorporated by reference to Exhibit 10.15 of the Company’s Form 10-Q dated May 11, 2020*
​
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, 2022--incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated September 7, 2022*
​
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*
​​​
10.11**​Bio-Techne 2020 Equity Incentive Plan--incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated November 3, 2020*
​​​
10.12​Form of Director Non-Qualified Stock Option Agreement--incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K dated November 3, 2020*
​​​
10.13**​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*
​​​
10.14**​Form of Performance Vesting Incentive Stock Option Agreement--incorporated by reference to Exhibit 10.5 of the Company’s Form 8-K dated November 3, 2020*
​​​
10.15**​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*
​​​
10.16**​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*
​​​
10.17**​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*
​​​
10.18**​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*
​​​
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*
​​​
10.20**​Executive Employment Agreement by and between the Company and Steve Crouse--incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated February 11, 2026*
​​​
10.21**​Form of Retention Agreement by and between the Company and Executive Officers of the Company--attached as Exhibit 10.21 hereto
​​​
19​Bio-Techne Insider Trading Policy
​​​
21​ ​ ​Subsidiaries of the Company
​​​
23​Consent of KPMG LLP
​
31.1​Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
​
31.2​Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
​
32.1***​Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
​
32.2***​Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
​
97​Amended and Restated Policy on Recoupment of Certain Executive Incentive Compensation
​​​
101​The following financial statements from the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 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.
​
104​Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*Incorporated by reference; SEC File No. 000-17272

**Management contract or compensatory plan or arrangement

***Furnished herewith

Previous: Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES · Next: Item 16. FORM 10-K SUMMARY