Bio-Techne 10-Q 2026-03-31

Filed 2026-05-06. 4 sections, 134K characters. Original on sec.gov · Markdown · JSON

Cover and table of contents

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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 March 31, 2026**, 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)

Minnesota41-1427402
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueTECHThe 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 April 29, 2026, 156,568,751 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 Income1
​Condensed Consolidated Balance Sheets2
​Condensed Consolidated Statements of Cash Flows3
​Condensed Consolidated Statements of Stockholders’ Equity4
​Notes to Condensed Consolidated Financial Statements6
​Note 1. Basis of Presentation and Summary of Significant Accounting Policies6
​Note 2. Revenue Recognition7
​Note 3. Selected Balance Sheet Information9
​Note 4. Fair Value Measurements11
​Note 5. Debt and Other Financing Arrangements14
​Note 6. Leases14
​Note 7. Supplemental Equity and Accumulated Other Comprehensive Income (Loss)16
​Note 8. Earnings Per Share18
​Note 9. Share-based Compensation and Other Benefit Plans18
​Note 10. Other Income/(Expense)19
​Note 11. Income Taxes19
​Note 12. Segment Information20
​Note 13. Restructuring22
​Note 14. Subsequent Events25
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Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations26
Item 3.Quantitative and Qualitative Disclosures about Market Risk34
Item 4.Controls and Procedures34
PART II: OTHER INFORMATION
Item 1.Legal Proceedings34
Item 1A.Risk Factors34
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds34
Item 3.Defaults Upon Senior Securities35
Item 4.Mine Safety Disclosures35
Item 5.Other Information35
Item 6.Exhibits36
​SIGNATURES37

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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​Nine Months Ended
​​March 31,​March 31,
​​2026​2025​2026​2025
Net sales​$311,415​$316,181​$893,847​$902,671
Cost of sales​103,127​101,625​306,170​311,211
Gross margin​208,288​214,556​587,677​591,460
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Operating expenses:​​​​​​​​​​
Selling, general and administrative​109,338​151,269​339,242​391,881
Research and development​23,455​24,579​70,821​73,464
Total operating expenses​132,793​175,848​410,063​465,345
Operating income​75,495​38,708​177,614​126,115
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Other income (expense)​(4,270)​​(434)​​(7,614)​​(4,793)
Earnings before income taxes​71,225​38,274​170,000​121,322
Income taxes​20,178​15,686​42,759​30,244
Net earnings​$51,047​$22,588​$127,241​$91,078

Showing the first 8K of 130K characters. Open the full section

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

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Item 4. MINE SAFETY DISCLOSURES

Not applicable.

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Item 5. OTHER INFORMATION

During the quarter ended March 31, 2026, certain of our directors and officers 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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Stephen Vessey, Director of the Company, adopted a Rule 10b5-1 trading plan effective March 4, 2026. Mr. Vessey’s trading plan provides for the sale of up to 10,396 shares of common stock between June 3, 2026 and February 26, 2027, which is the expiration date of the plan.

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ITEM 6. EXHIBITS

EXHIBIT INDEX

TO

FORM 10-Q

BIO-TECHNE CORPORATION

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Exhibit Number​ ​ ​Description
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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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10.1​Executive Employment Agreement—incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated February 11, 2026*
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10.2​Executive Transition Agreement, dated March 1, 2026, between the Company and Dr. Matt McManus
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31.1​Certificate of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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31.2​Certificate 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 and nine months ended March 31, 2026, 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, (iv) the Condensed Consolidated Statements of Stockholders Equity, and (v) 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: May 6, 2026​/s/ Kim Kelderman
​​Kim Kelderman
​​President and Chief Executive Officer
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Date: May 6, 2026​/s/ James Hippel
​​James Hippel
​​Executive Vice President, Chief Financial Officer

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