BRUKER CORP

During the quarter ended December 31, 2023, none of the Company's directors or officers informed the Company of theadoption ortermination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement”, as those terms are defined in Regulation S-K, Item 408.

As previously disclosed, Bruker Invest AG, a Swiss stock corporation and a subsidiary of the Company (“Buyer”), entered into a binding put option agreement dated December 23, 2023 (the “Put Option Letter”), with Tecfin S.à r.l., a controlled affiliate of PAI Partners (the “Beneficiary”) acting for itself and on behalf of the shareholders (collectively, the “Sellers”) owning directly or indirectly 100% of the issued and outstanding securities of TecInvest S.à r.l, which does business as ELITechGroup (“Target”). Target’s subsidiaries (collectively, “EliTech”) are active in the molecular diagnostics, microbiology and biomedical testing equipment fields. Under the terms of the Put Option Letter, Buyer irrevocably and unconditionally agreed to sign the form of (i) Share Purchase Agreement attached to the Put Option Letter as Annex I (the “SPA”) and (ii) Warranty Agreement attached to the Put Option Letter as Annex II containing customary representations and warranties of the Sellers for transactions of this type (the “Warranty Agreement”), both pertaining to the acquisition of all issued and outstanding securities of Target on the terms and conditions set forth therein (the “Acquisition”), subject to the delivery by the Beneficiary sending by the Beneficiary, of a notice of Sellers’ decision to sell all of Target’s securities to Buyer in accordance with the terms and conditions of the SPA (the “Put Option”). Concomitantly with the execution of the Put Option Letter, (i) the Company delivered to the Sellers a customary equity commitment letter covering all amounts payable by Buyer under the SPA (and which the Beneficiary relied upon in entering into the Put Option Letter) and (ii) Buyer secured an insurance policy to cover (as sole recourse) any and all claims for breach of the representations and warranties of the Sellers contained in the Warranty Agreement.

On February 27, 2024, following the exercise of the Put Option by the Sellers, the Buyer and the Sellers entered into the SPA, pursuant to which the Buyer will acquire (directly or indirectly) the Target and its subsidiaries for a cash purchase price derived from an Enterprise Value of EUR 870 million, subject to certain adjustments. The purchase price will be paid by Buyer with cash on hand. The SPA provides that closing of the Acquisition is subject to the satisfaction or waiver of certain conditions, notably certain regulatory approvals and notices and the carve out referred to above. In addition, in connection with the execution of the SPA, the Buyer and the Sellers entered into the Warranty Agreement.

The description of the Put Option Letter and the SPA and the transactions contemplated thereby, including the Acquisition, set forth above are not complete and are subject to, and qualified by, the full text of the Put Option Letter, the SPA and the Warranty Agreement, each of which is filed as an exhibit to this Annual Report on Form 10-K.