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BIO-TECHNE Corp

For the period ended Sep 30, 2025. Filed Nov 5, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 5, 2025

TECH$72.78+0.2%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-05-08.

0001558370-25-006990

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-05.

0001104659-25-107053

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 80 previous paragraphs and 69 current paragraphs.

34 unchanged; 28 reworded; 5 added; 18 removed; 0 previous and 2 current paragraphs rearranged.

Tables are not compared: 5 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (5)

Current report

Consolidated net sales for the quarter ended September 30, 2025 were $286.6 million, a decrease of 1% compared to the same prior year period. Organic revenue for the quarter ended September 30, 2025 decreased 1% compared to the prior year, with foreign currency exchange having a favorable impact of 1% and businesses held-for-sale having an unfavorable impact of 1%. Organic revenue for the quarter ended September 30, 2025 was primarily driven by favorable performance by our Diagnostics and Spatial Biology portfolio offset by volume pressure in our Protein Sciences segment.

Current report

Selling, general and administrative expenses decreased 2% to $116.2 million for the quarter ended September 30, 2025 from the same prior year period. The decrease in expenses was due to cost management initiatives.

Current report

Research and development expenses increased 2% to $24.2 million for the quarter ended September 30, 2025 from the same prior year period. The increase in expenses was due to timing of strategic growth investments, offset by cost management initiatives.

Current report

During the first quarter of fiscal 2026, the Company received $4.6 million for assets held-for-sale. There was no comparable activity in the first quarter of fiscal 2025.
Removed paragraphs (18)

Previous report

The Company manages its business under two operating segments, Protein Sciences and Diagnostics and Spatial Biology (formerly Diagnostics and Genomics). The name change is intended to better reflect the focus and scope of our offerings. The manner in which we operate our business and review discrete financial information did not change. Segment information presented herein reflects the updated name of the operating segment. The operating segments the Company operated under were consistent with the Company's operating segments disclosed in the Company's Annual Report on Form 10-K for fiscal 2024.

Previous report

A key component of the Company's strategy is to augment internal growth at existing businesses with complementary acquisitions. The Company did not make any acquisitions in the first nine months of fiscal 2025.

Previous report

Consolidated net sales increased 4% and 6% for the quarter and nine months ended March 31, 2025, respectively, compared to the same prior year periods. Organic revenue for the quarter ended March 31, 2025 increased 6% compared to the prior year. Foreign currency exchange and a business held-for-sale each had unfavorable impacts of 1%. Organic revenue for the nine months ended March 31, 2025 increased 6% compared to the same prior year period. Foreign currency exchange and a business held-for-sale did not have a material impact.

Previous report

Consolidated net earnings decreased to $22.6 million for the quarter ended March 31, 2025 as compared to $49.1 million for the quarter ended March 31, 2024. The decrease in net earnings is primarily due to a non-recurring arbitration award. Consolidated net earnings decreased to $91.1 million for the nine months ended March 31, 2025 as compared to $127.5 million for the nine months ended March 31, 2024. The decrease in net earnings is primarily due to a non-recurring arbitration award and restructuring and restructuring-related costs.

Previous report

Consolidated net sales for the quarter ended March 31, 2025 increased 4% to $316.2 million compared to the same prior year period. Consolidated net sales for the nine months ended March 31, 2025 were $902.7 million, an increase of 6% from the same prior year period. Organic revenue for the quarter ended March 31, 2025 increased 6% compared to the prior year. Foreign currency exchange and a business held-for-sale each had an unfavorable impact of 1%. Organic revenue for the nine months ended March 31, 2025 increased 6% compared to the prior year same period. Foreign currency exchange and a business held-for-sale did not have a material impact. Organic revenue for the quarter ended March 31, 2025 improved primarily due to improving pharma end markets driving volume growth in our Protein Sciences segment. Orgranic revenue for the nine months ended March 31, 2025 was driven by broad based performance of our Diagnostics and Spatial Biology portfolio, continued uptake of our cell and gene therapy workflow solutions, and improving pharma end market conditions for our Protein Sciences segment.

Previous report

Since December 31, 2023, the Company has a business that has met the held-for-sale criteria.

Previous report

Adjusted gross margin percentage excludes revenue of $4,152 for the nine months ended March 31, 2025, and revenue of $2,093 for the quarter and nine months ended March 31, 2024. Adjusted gross margin percentage also excludes gross margin of $ (147) for the nine months ended March 31, 2025, and gross margin of $272 for the quarter and nine months ended March 31, 2024, for a business that has met the held-for-sale criteria.

Previous report

Selling, general and administrative expenses increased 35% to $151.3 million and increased 18% to $391.9 million for the quarter and nine months ended March 31, 2025, respectively, from the same prior year periods. The increase in expense for the quarter and nine months ended March 31, 2025 was primarily due to a non-recurring arbitration award, restructuring and restructuring-related charges, and the re-instatement of incentive compensation accruals, partially offset by cost management initiatives.

Previous report

Research and development expenses decreased 5% to $24.6 million and increased 1% to $73.5 million for the quarter and nine months ended March 31, 2025, respectively, from the same prior year periods. We continue to make strategic growth investments in research and development as we also employ our cost management initiatives.

Previous report

Diagnostics and Spatial Biology (formerly Diagnostics and Genomics)

Previous report

Diagnostics and Spatial Biology’s net sales for the quarter and nine months ended March 31, 2025 were $89.2 million and $256.6 million, respectively, with increased net sales of 2% and 9% compared to the same respective prior year periods. Organic growth for the segment for the quarter ended March 31, 2025 was 2% from the prior year, with foreign currency exchange not having a material impact. Organic revenue growth for the nine months ended March 31, 2025 was 9% compared to the prior year, with foreign currency exchange not having a material impact.

Previous report

(1)Since December 31, 2023, the Company has a business that has met the held-for-sale criteria.

Previous report

During the nine months ended March 31, 2025, the Company received $1.8 million from the sale of assets held-for-sale. As part of the asset sale, the Company entered into a promissory note whereby the remainder of the funds will be received from the buyer in quarterly installments through fiscal 2027. There was no comparable activity in fiscal 2024.

Previous report

During the nine months ended March 31, 2024, the Company paid $169.7 million to acquire Lunaphore Technologies SA. There was no comparable activity in fiscal 2025.

Previous report

During the nine months ended March 31, 2024, there was a purchase of available-for-sale investments for $5.5 million. There was no comparable activity in fiscal 2025.

Previous report

There were $175.7 million and $80.0 million of share repurchases during the nine months ended March 31, 2025 and 2024, respectively.
Reworded paragraphs (28)

Previous wording

The following management discussion and analysis (“MD&A”) provides information that we believe is useful in understanding our operating results, cash flows and financial condition. We provide quantitative information about the material sales drivers including the effect of acquisitions and changes in foreign currency at the corporate and segment level. We also provide quantitative information about discrete tax items and other significant factors we believe are useful for understanding our results. The MD&A should be read in conjunction with both the unaudited condensed consolidated financial information and related notes included in this Form 10-Q, and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended June 30, 2024. This discussion contains various “Non-GAAP Financial Measures” and also contains various “Forward-Looking Statements” within the meaning of the Private Securities Litigation Reform Act of 1995. We refer readers to the statements entitled “Non-GAAP Financial Measures” and “Forward-Looking Information and Cautionary Statements” located at the end of Item 2 of this report.

Current wording

The following management discussion and analysis (“MD&A”) provides information that we believe is useful in understanding our operating results, cash flows and financial condition. We provide quantitative information about the material sales drivers including the effect of acquisitions and changes in foreign currency at the corporate and segment level. We also provide quantitative information about discrete tax items and other significant factors we believe are useful for understanding our results. The MD&A should be read in conjunction with both the unaudited condensed consolidated financial information and related notes included in this Form 10-Q, and MD&A of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended June 30, 2025. This discussion contains various “Non-GAAP Financial Measures” and also contains various “Forward-Looking Statements” within the meaning of the Private Securities Litigation Reform Act of 1995. We refer readers to the statements entitled “Non-GAAP Financial Measures” and “Forward-Looking Information and Cautionary Statements” located at the end of Item 2 of this report.

Previous wording

Bio-Techne and its subsidiaries, collectively doing business as Bio-Techne Corporation (Bio-Techne, we, our, us or the Company) develop, manufacture and sell biotechnology reagents, instruments and services for the research and clinical diagnostic markets worldwide. We use our deep product portfolio and application expertise to develop and sell integral components of scientific investigations into biological processes and molecular diagnostics, revealing the nature, diagnosis, etiology and progression of specific diseases. Our products aid in drug discovery efforts and provide the means for accurate clinical tests and diagnoses.

Current wording

Bio-Techne and its subsidiaries, collectively doing business as Bio-Techne Corporation (Bio-Techne, we, our, us or the Company) develop, manufacture and sell biotechnology reagents, instruments and services for the research and clinical diagnostic markets worldwide. With our deep product portfolio and application expertise, we sell integral components of scientific investigations into biological processes and molecular diagnostics, revealing the nature, diagnosis, etiology and progression of specific diseases. Our products aid in drug discovery efforts and provide the means for accurate clinical tests and diagnoses.

Previous wording

We are committed to providing the life sciences community with innovative, high-quality scientific tools that allow our customers to make extraordinary discoveries and treat and diagnose diseases. We intend to build on Bio-Techne’s past accomplishments, high product quality reputation and sound financial position by executing strategies that position us to serve as the standard for biological content in the research market, and to leverage that leadership position to enter the diagnostics and other adjacent markets. The Company’s strategic pillars for long-term growth and profitability are to grow and leverage the core, capitalize on high potential markets, market expansion through innovation and acquisition, deliver best-in-class customer experience, and develop people through a transformative culture.

Current wording

We are committed to providing the life sciences community with innovative, high-quality scientific tools that allow our customers to make extraordinary discoveries and treat and diagnose diseases. We intend to build on Bio-Techne’s past accomplishments, high product quality reputation and sound financial position by executing strategies that position us to serve as the standard for biological content in the research market, and to leverage that leadership position to enter the diagnostics and other adjacent markets. The Company’s strategic pillars for long-term growth and profitability are grow and leverage the core, capitalize on high potential markets, market expansion through innovation and acquisition, deliver best-in-class customer experience, and develop people through a transformative culture.

Previous wording

Our Protein Sciences segment is a leading developer and manufacturer of high-quality purified proteins and reagent solutions, most notably cytokines and growth factors, antibodies, immunoassays, biologically active small molecule compounds, tissue culture reagents and T-Cell activation technologies. This segment also includes protein analysis solutions that offer researchers efficient and streamlined options for automated western blot and multiplexed ELISA workflow. Our Diagnostics and Spatial Biology segment develops and manufactures diagnostic products, including FDA-regulated controls, calibrators, blood gas and clinical chemistry controls and other reagents for OEM and clinical customers, as well as a portfolio of clinical molecular diagnostic oncology assays, including the ExoDx®Prostate (IntelliScore) test (EPI) for prostate cancer diagnosis. This segment also manufactures and sells advanced tissue-based in-situ hybridization assays (ISH) for research and clinical use.

Current wording

Our Protein Sciences segment is a leading developer and manufacturer of high-quality purified proteins and reagent solutions, most notably cytokines and growth factors, antibodies, immunoassays, biologically active small molecule compounds, tissue culture reagents and T-Cell activation technologies. This segment also includes protein analysis solutions that offer researchers efficient and streamlined options for automated western blot and multiplexed ELISA workflow. Our Diagnostics and Spatial Biology segment develops and manufactures diagnostic products, including FDA-regulated controls, calibrators, blood gas and clinical chemistry controls and other reagents for OEM and clinical customers, as well as a portfolio of clinical molecular diagnostic oncology assays. This segment also manufactures and sells advanced tissue-based in-situ hybridization assays (ISH) for research and clinical use.

Previous wording

Consolidated gross margins for the quarter and nine months ended March 31, 2025 were 67.9% and 65.5%, respectively, compared to 67.4% and 66.4% for the same prior year periods. Under purchase accounting, inventory is valued at fair value less expected selling and marketing costs, resulting in reduced margins in future periods as the inventory is sold. Excluding the impact of costs recognized upon the sale of acquired inventory, amortization of intangibles, stock-based compensation expense, restructuring and restructuring-related expenses, and the impact of a business held-for-sale, adjusted gross margins for the quarter and nine months ended March 31, 2025 were 71.6% and 70.6%, respectively, compared to 71.9% and 71.0% for the quarter and nine months ended March 31, 2024, respectively. Fluctuations in consolidated gross margin and adjusted gross margin, as a percentage of sales, have primarily resulted from 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.

Current wording

Consolidated gross margin for the quarter ended September 30, 2025 was 65.6% compared to 63.2% for the same prior year period. Excluding the impact of costs recognized upon the sale of acquired inventory, amortization of intangibles, stock-based compensation expense, restructuring and restructuring-related costs, and the impact of businesses held-for-sale, adjusted gross margin for the quarter ended September 30, 2025 was 70.2% compared to 69.5% for the quarter ended September 30, 2024. Fluctuations in consolidated gross margin and adjusted gross margin, as a percentage of sales, have primarily resulted from changes in product mix and a reduction in restructuring charges. 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.

Previous wording

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

Current wording

A reconciliation of the reported consolidated gross margin percentages, adjusted for acquired inventory sold, intangible amortization, stock compensation expense, restructuring and restructuring-related charges, and the impact of businesses held-for-sale included in Cost of sales, is as follows (in thousands):

Previous wording

Protein Sciences’ net sales for the quarter and nine months ended March 31, 2025 were $227.7 million and $643.8 million, respectively, with results increasing 6% and 4%, respectively, compared to the same respective prior year periods. As of December 31, 2023, a business within the Protein Sciences Segment met the criteria as held-for-sale; this held-for-sale business has been excluded from the segment’s fiscal 2025 and third quarter fiscal 2024 operating results. The exclusion of fiscal 2025 sales related to this business held-for-sale reduced sales by 1% for the nine months ended March 31, 2025. The exclusion of third quarter fiscal 2024 sales related to the business held-for-sale reduced sales by 1% and had an immaterial impact for the nine months ended March 31, 2024. Organic revenue for the segment increased 7% and foreign currency exchange had an unfavorable impact of 1% for the quarter ended March 31, 2025. Organic growth for the segment increased 5% for the nine months ended March 31, 2025 with foreign currency exchange not having a material impact.

Current wording

The Protein Sciences segment’s net sales for the quarter ended September 30, 2025 was $202.2 million, which decreased 1% compared to the same respective prior year period. As of December 31, 2023, a business within the Protein Sciences segment met the criteria as held-for-sale; this held-for-sale business has been excluded from the segment’s fiscal 2026 and 2025 operating results. Organic revenue for the segment decreased 3%, and foreign currency exchange had a favorable impact of 2%.

Previous wording

The operating margin was 45.6% and 42.2% for the quarter and nine months ended March 31, 2025, respectively, compared to 44.2% and 42.6% in both comparative prior year periods. The segment’s operating margin was impacted by volume leverage partially offset by re-instatement of incentive compensation accruals.

Current wording

The operating margin was 38.4% for the quarter ended September 30, 2025 compared to 39.4% in the comparative prior year period. The segment’s operating margin was unfavorably impacted by a reduction in volume leverage.

Previous wording

The operating margin for the segment was 9.4% and 6.2% for the quarter and nine months ended March 31, 2025, respectively, compared to 9.3% and 5.6% in both comparative prior year periods. The segment’s operating margin was favorably impacted by volume leverage mostly offset by re-instatement of incentive compensation accruals and product mix.

Current wording

The operating margin for the segment was 11.2% for the quarter ended September 30, 2025 compared to 5.1% in the comparative prior year period. The segment’s operating margin was favorably impacted by the Exosome Diagnostics divestiture and productivity initiatives.

Previous wording

Income taxes were at an effective rate of 41.0% and 24.9% of consolidated earnings for the quarter and nine months ended March 31, 2025, respectively, compared to 19.7% and 11.5% for the same respective prior year periods. The change in the Company’s tax rate for the quarter and nine months ended March 31, 2025 was driven by the composition and amount of net income across periods and the impact of discrete tax expenses of $7.5 million and $2.3 million, respectively, compared to prior year discrete tax benefits of $1.8 million and $16.6 million as further discussed in Note 12.

Current wording

Income taxes were at an effective rate of 20.4% of consolidated earnings for the quarter ended September 30, 2025, compared to 16.4% for the same respective prior year period. The change in the Company’s tax rate for the quarter ended September 30, 2025 was driven by the mix of net income.

Previous wording

The forecasted tax rate as of the third fiscal quarter of 2025 before discrete items is 23.1% compared to the prior year forecasted tax rate before discrete items of 23.0%. Excluding the impact of discrete items, the Company expects the consolidated income tax rate for the remainder of fiscal 2025 to range from 23% to 27%.

Current wording

The forecasted tax rate as of the first fiscal quarter of 2026 before discrete items is 26.5% compared to the prior year forecasted tax rate before discrete items of 23.6%. Excluding the impact of discrete items, the Company expects the consolidated income tax rate for the remainder of fiscal 2026 to range from 26% to 30%.

Previous wording

Depending on the nature of discrete tax items, our reported tax rate may not be consistent on a period-to-period basis. The Company independently calculates a non-GAAP adjusted tax rate considering the impact of discrete items and jurisdictional mix of the identified non-GAAP adjustments. The following table summarizes the reported GAAP tax rate and the effective non-GAAP adjusted tax rate for the quarter and nine months ended March 31, 2025 and 2024.

Current wording

Depending on the nature of discrete tax items, our reported tax rate may not be consistent on a period-to-period basis. The Company independently calculates a non-GAAP adjusted tax rate considering the impact of discrete items and jurisdictional mix of the identified non-GAAP adjustments. The following table summarizes the reported GAAP tax rate and the effective non-GAAP adjusted tax rate for the quarters ended September 30, 2025 and 2024.

Previous wording

Cash and cash equivalents and available-for-sale investments were $140.7 million as of March 31, 2025, compared to $152.9 million as of June 30, 2024. Included in the available-for-sale-investments as of June 30, 2024 were certificates of deposit that have maturity dates within one year of $1.1 million. During the first fiscal quarter of 2025, the certificates of deposit reached maturity. The Company had no available-for-sale investments as of March 31, 2025.

Current wording

Cash and cash equivalents were $145.0 million as of September 30, 2025, compared to $162.2 million as of June 30, 2025.

Previous wording

The Company has a line-of-credit governed by a Credit Agreement dated August 31, 2022 that will mature on August 31, 2027. As of March 31, 2025, there is $670 million available on the line-of-credit. See Note 6 to the Condensed Consolidated Financial Statements for a description of the Credit Agreement.

Current wording

The Company has a line-of-credit governed by a Credit Agreement dated August 31, 2022 that will mature on August 31, 2027. As of September 30, 2025, there is $700 million available on the line-of-credit. See Note 5 to the Condensed Consolidated Financial Statements for a description of the Credit Agreement.

Previous wording

During fiscal year 2022, the Company paid $25 million to enter into a two-part forward contract which requires the Company to purchase the full equity interest in Wilson Wolf if certain annual revenue or EBITDA thresholds are met. During fiscal year 2023, Wilson Wolf met the EBITDA target and the Company paid an additional $232 million to acquire 19.9% of Wilson Wolf. Since the first part of the forward contract has been triggered, the second part of the forward contract will automatically trigger, which requires the Company to acquire the remaining 80.1% of Wilson Wolf on December 31, 2027. The second part of the contract would be accelerated in advance of December 31, 2027 if Wilson Wolf meets certain financial milestones. As of March 31, 2025, the second milestones have not been met. The second option payment of up to $1 billion plus potential contingent consideration is forecasted to occur between fiscal 2026 and fiscal 2028.

Current wording

During fiscal year 2022, the Company paid $25 million to enter into a two-part forward contract which requires the Company to purchase the full equity interest in Wilson Wolf if certain annual revenue or EBITDA thresholds are met. During fiscal year 2023, Wilson Wolf met the EBITDA target and the Company paid an additional $232 million to acquire 19.9% of Wilson Wolf. Since the first part of the forward contract has been triggered, the second part of the forward contract will automatically trigger, which requires the Company to acquire the remaining 80.1% of Wilson Wolf on December 31, 2027. The second part of the contract would be accelerated in advance of December 31, 2027 if Wilson Wolf meets certain financial milestones. As of September 30, 2025, the second milestones have not been met. The second option payment of approximately $1 billion plus potential contingent consideration is forecasted to occur between fiscal 2026 and fiscal 2028.

Previous wording

The Company generated cash of $189.4 million from operating activities in the nine months ended March 31, 2025 compared to $223.5 million in the nine months ended March 31, 2024. The decrease from the prior year was primarily due to decreased net earnings for the year.

Current wording

The Company generated cash of $27.6 million from operating activities in the first quarter of fiscal 2026 compared to $63.9 million in the first quarter of fiscal 2025. The decrease from the prior year was primarily due to changes in the timing of cash payments on certain operating assets and liabilities.

Previous wording

Capital expenditures for fixed assets for the nine months ended March 31, 2025 and 2024 were $26.1 million and $44.9 million, respectively. Capital expenditures for the remainder of fiscal 2025 are expected to be approximately $12 million. Capital expenditures are expected to be financed through currently available funds and cash generated from operating activities. Expected additions in fiscal 2025 are related to increasing capacity to meet expected sales growth across the Company.

Current wording

Capital expenditures for fixed assets for the first quarter of fiscal 2026 and 2025 were $5.4 million and $9.2 million, respectively. Capital expenditures for the remainder of fiscal 2026 are expected to be approximately $27 million. Capital expenditures are expected to be financed through currently available funds and cash generated from operating activities. Expected additions in fiscal 2026 are related to increasing capacity to meet expected sales growth across the Company.

Previous wording

During the nine months ended March 31, 2025, the Company invested $15.0 million into Spear Bio. There was no comparable activity in fiscal 2024.

Current wording

During the first quarter of fiscal 2025, the Company invested $15.0 million into Spear Bio. There was no comparable activity in the first quarter of fiscal 2026.

Previous wording

During fiscal 2025, certificates of deposit reached maturity for $1.1 million. In fiscal 2024, the Company sold its exchange traded investment grade bond funds for $23.8 million.

Current wording

During the first quarter of fiscal 2025, certificates of deposit reached maturity for $1.1 million. There was no comparable activity in the first quarter of fiscal 2026.

Previous wording

The Company received tax distributions of $2.7 million and $2.1 million from its equity method investee during the nine months ended March 31, 2025 and 2024, respectively.

Current wording

The Company received tax distributions of $1.4 million from its equity method investee during the first quarter of both fiscal 2026 and 2025.

Previous wording

During the nine months ended March 31, 2025 and 2024, the Company paid cash dividends of $38.0 million and $37.8 million, respectively, to all common shareholders. On May 7, 2025, the Company announced the payment of an $0.08 per share cash dividend, or approximately $12.5 million, will be payable May 30, 2025, to all common shareholders of record on May 19, 2025.

Current wording

During the first quarter of fiscal 2026 and 2025, the Company paid cash dividends of $12.4 million and $12.7 million, respectively, to all common shareholders. On November 5, 2025, the Company announced the payment of a $0.08 per share cash dividend, or approximately $12.5 million, will be payable November 28, 2025 to all common shareholders of record on November 17, 2025.

Previous wording

Cash of $45.5 million and $38.0 million was received during the nine months ended March 31, 2025 and 2024, respectively, from the exercise of stock options.

Current wording

Cash of $23.5 million and $25.1 million was received during the first quarter of fiscal 2026 and 2025, respectively, from the exercise of stock options.

Previous wording

During the nine months ended March 31, 2025 and 2024, the Company made repayments of $27.0 million and $186.0 million, respectively, on its long-term debt balance. The Company drew $38.0 million and $225.0 million under its revolving line-of-credit facility during the nine months ended March 31, 2025 and 2024.

Current wording

During the first quarter of fiscal 2026 and 2025, the Company made repayments of $46.0 million and $19.0 million, respectively, on its long-term debt balance. The Company did not draw under its revolving line-of-credit facility during the first quarter of fiscal 2026 and 2025.

Previous wording

During the nine months ended March 31, 2025 and 2024, the Company paid $6.3 million and $21.5 million related to taxes on restricted stock units and stock options exercised through net share settlements classified as financing activities.

Current wording

During the first quarter of fiscal 2026 and 2025, the Company paid taxes of $9.2 million and $5.0 million related to taxes on restricted stock, restricted stock units and stock options exercised through a net share settlement.

Previous wording

The Company's significant accounting policies are discussed in the Company's Annual Report on Form 10-K for fiscal 2024 and are incorporated herein by reference. The application of certain of these policies requires judgments and estimates that can affect the results of operations and financial position of the Company. Judgments and estimates are used for, but not limited to, valuation of available-for-sale investments, inventory valuation and allowances, valuation of intangible assets and goodwill and valuation of investments in unconsolidated entities. There have been no significant changes in estimates in the quarter or nine months ended March 31, 2025 that would require disclosure nor have there been any changes to the Company's policies.

Current wording

The Company's significant accounting policies are discussed in the Company's Annual Report on Form 10-K for fiscal 2025 and are incorporated herein by reference. The application of certain of these policies requires judgments and estimates that can affect the results of operations and financial position of the Company. Judgments and estimates are used for, but not limited to, valuation of available-for-sale investments, inventory valuation and allowances, valuation of intangible assets and goodwill and valuation of investments in unconsolidated entities. There have been no significant changes in estimates in the quarter ended September 30, 2025 that would require disclosure nor have there been any changes to the Company's policies.

Previous wording

Our non-GAAP financial measure of organic revenue represents revenue growth excluding revenue from acquisitions within the preceding 12 months, the impact of foreign currency, the impact of businesses held-for-sale, as well as the impact of partially-owned consolidated subsidiaries. Excluding these measures provides more useful period-to-period comparison of revenue results as it excludes the impact of foreign currency exchange rates, which can vary significantly from period to period, and revenue from acquisitions that would not be included in the comparable prior period. Revenues from businesses held-for-sale are excluded from our organic revenue calculation starting on the date they become held-for-sale as those revenues will not be comparative in future periods. Revenues from partially-owned subsidiaries consolidated in our financial statements are also excluded from our organic revenue calculation, as those revenues are not fully attributable to the Company. There was no revenue from partially-owned consolidated subsidiaries in fiscal year 2024 or fiscal year 2025.

Current wording

Our non-GAAP financial measure of organic revenue represents revenue growth excluding revenue from acquisitions within the preceding 12 months, the impact of foreign currency, the impact of businesses held-for-sale, as well as the impact of partially-owned consolidated subsidiaries. Excluding these measures provides more useful period-to-period comparison of revenue results as it excludes the impact of foreign currency exchange rates, which can vary significantly from period to period, and revenue from acquisitions that would not be included in the comparable prior period. Revenues from businesses held-for-sale are excluded from our organic revenue calculation starting on the date they become held-for-sale as those revenues will not be comparative in future periods. Revenues from partially-owned subsidiaries consolidated in our financial statements are also excluded from our organic revenue calculation, as those revenues are not fully attributable to the Company. There was no revenue from partially-owned consolidated subsidiaries in fiscal years 2026 or 2025.

Previous wording

The Company’s non-GAAP adjusted operating margin and adjusted net earnings, in total and on a per share basis, also excludes acquisition related expenses inclusive of the changes in fair value of contingent consideration, and other non-recurring items including certain costs related to the transition to a new CEO, goodwill and long-lived asset impairments, and gains. We also exclude certain litigation charges which are facts and circumstances specific including costs to resolve litigation and legal settlement (gains and losses). In some cases, these costs may be a result of litigation matters at acquired companies that were not probable, inestimable, or unresolved at the time of acquisition.

Current wording

The Company’s non-GAAP adjusted operating margin and adjusted net earnings, in total and on a per share basis, also excludes acquisition related expenses inclusive of the changes in fair value of contingent consideration, and other non-recurring items including certain costs related to the transition to a new CEO, goodwill and long-lived asset impairments, and gains. We also exclude certain litigation charges which are facts and circumstances specific including costs to resolve litigation and legal settlement (gains and losses).

Previous wording

Readers are encouraged to review the reconciliations of the adjusted financial measures used in management's discussion and analysis of the financial condition of the Company to their most directly comparable GAAP financial measures provided within the Company's consolidated financial statements.

Current wording

Readers are encouraged to review the reconciliations of the adjusted financial measures used in management's discussion and analysis of the financial condition of the Company to their most directly comparable GAAP financial measures provided within the Company's Condensed Consolidated Financial Statements.
Rearranged current paragraphs (2)

Current report — wording carried from elsewhere

The Diagnostics and Spatial Biology segment’s net sales for the quarter ended September 30, 2025 was $79.5 million, with a reported decrease of 4% compared to the same respective prior year period. Organic revenue growth was 3% for the first quarter of fiscal 2026, with foreign currency exchange having an immaterial impact. As of June 30, 2025, a business within the Diagnostics and Spatial Biology segment met the criteria as held-for-sale; this held-for-sale business has been excluded from the segment’s fiscal 2026 operating results and had an unfavorable impact of 7%.

Current report — wording carried from elsewhere

In some cases, these costs may be a result of litigation matters at acquired companies that were not probable, inestimable, or unresolved at the time of acquisition.