Bio-Techne 10-Q 2025-09-30

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

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☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025**, or**

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

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Commission file number 0-17272

BIO-TECHNE CORPORATION

(Exact name of registrant as specified in its charter)

Minnesota	41-1427402
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
614 McKinley Place N.E. Minneapolis**,** MN 55413	(612) 379-8854
(Address of principal executive offices) (Zip Code)	(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:

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Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	TECH	The NASDAQ Stock Market LLC

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Indicate by check mark whether the Registrant is a shell company (as defined in Exchange Act Rule 12b- 2). ☐ Yes ☒ No

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At October 30, 2025, 155,812,701 shares of the Company's Common Stock (par value $0.01) were outstanding.

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TABLE OF CONTENTS

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		Page
PART I. FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	1
	Condensed Consolidated Statements of Earnings and Comprehensive Income	1
​	Condensed Consolidated Balance Sheets	2
​	Condensed Consolidated Statements of Cash Flows	3
​	Condensed Consolidated Statements of Stockholders’ Equity	4
​	Notes to Condensed Consolidated Financial Statements	5
​	Note 1. Basis of Presentation and Summary of Significant Accounting Policies	5
​	Note 2. Revenue Recognition	6
​	Note 3. Selected Balance Sheet Information	8
​	Note 4. Fair Value Measurements	10
​	Note 5. Debt and Other Financing Arrangements	12
​	Note 6. Leases	12
​	Note 7. Supplemental Equity and Accumulated Other Comprehensive Income (Loss)	14
​	Note 8. Earnings Per Share	15
​	Note 9. Share-based Compensation and Other Benefit Plans	15
​	Note 10. Other Income/(Expense)	16
​	Note 11. Income Taxes	16
​	Note 12. Segment Information	16
​	Note 13. Restructuring	18
​	Note 14. Subsequent Events	20
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Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	28
Item 4.	Controls and Procedures	28
PART II: OTHER INFORMATION
Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Mine Safety Disclosures	29
Item 5.	Other Information	29
Item 6.	Exhibits	30
​	SIGNATURES	31

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PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

AND COMPREHENSIVE INCOME

Bio-Techne Corporation and Subsidiaries

(in thousands, except per share data)

(unaudited)

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​		Quarter Ended
​	​	September 30,
​	​	2025		​	2024
Net sales	​	$	286,555	​	$	289,458
Cost of sales	​		98,443	​		106,441
Gross margin	​		188,112	​		183,017
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Operating expenses:	​		​	​	​	​
Selling, general and administrative	​		116,213	​		119,161
Research and development	​		24,241	​		23,869
Total operating expenses	​		140,454	​		143,030
Operating income	​		47,658	​		39,987
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Other income (expense)	​		333	​	​	184
Earnings before income taxes	​		47,991	​		40,171
Income taxes	​		9,806	​		6,571
Net earnings	​	$	38,185	​	$	33,600
Other comprehensive income (loss):	​			​
Foreign currency translation income (loss)	​		(2,850)	​		21,256
Unrealized gains (losses) on derivative instruments	​		(1,665)	​		(3,027)
Other comprehensive income (loss)	​		(4,515)	​		18,229
Comprehensive income	​	$	33,670	​	$	51,829
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Earnings per share:	​		​	​	​	​
Basic	​	$	0.25	​	$	0.21
Diluted	​	$	0.24	​	$	0.21
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Weighted average common shares outsta

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None.

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Not applicable.

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During the quarter ended September 30, 2025, no director or officer of the Company adopted a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in item 408(a) of Regulation S-K.

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ITEM 6. EXHIBITS

EXHIBIT INDEX

TO

FORM 10-Q

BIO-TECHNE CORPORATION

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Exhibit Number		Description
3.1	​	Amended and Restated Articles of Incorporation of the Company--incorporated by reference to Exhibit 3.1 of the Company's 8-K dated November 1, 2022*
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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 27, 2022*
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31.1	​	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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31.2	​	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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32.1	​	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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32.2	​	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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101	​	The following financial statements from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Earnings and Comprehensive Income, (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) Notes to the Condensed Consolidated Financial Statements.
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104	​	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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​		BIO-TECHNE CORPORATION
​	​	(Company)
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Date: November 5, 2025	​	/s/ Kim Kelderman
​	​	Kim Kelderman
​	​	President and Chief Executive Officer
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Date: November 5, 2025	​	/s/ James Hippel
​	​	James Hippel
​	​	Executive Vice President, Chief Financial Officer

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