HARVARD BIOSCIENCE INC

For the period ended Dec 31, 2025. Filed Mar 13, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 13, 2026

HBIO$9.09+8.7%Stored close · as of Nov 9, 2026

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Contents

Exhibit Index

The following exhibits are filed as part of this Annual Report on Form 10-K. Where such filing is made by incorporation by reference to a previously filed document, such document is identified.

Exhibit	Description	Method of Filing
2.1§	Separation and Distribution Agreement between Harvard Bioscience, Inc. and Biostage, Inc. (f/k/a Harvard Apparatus Regenerative Technology, Inc.) dated as of October 31, 2013.	Exhibit to the Current Report on Form 8-K (filed November 6, 2013) and incorporated by reference thereto.
3.1	Second Amended and Restated Certificate of Incorporation of Harvard Bioscience, Inc.	Exhibit to the Registration Statement on Form S-1/A (File No. 333-45996) (filed November 9, 2000) and incorporated by reference thereto.
3.1.1	Certificate of Amendment to Second Amended and Restated Certificate of Incorporation of Harvard Bioscience, Inc.	Exhibit to the Current Report on Form 8-K (filed March 6, 2026) and incorporated by reference thereto.
3.2	Amended and Restated By-laws of Harvard Bioscience, Inc.	Exhibit to the Registration Statement on Form S-1/A (File No. 333-45996) (filed November 9, 2000) and incorporated by reference thereto.
3.3	Amendment No. 1 to Amended and Restated Bylaws of Harvard Bioscience, Inc. (as adopted October 30, 2007).	Exhibit to the Current Report on Form 8-K (filed November 1, 2007) and incorporated by reference thereto.
3.4	Amendment No. 2 to Amended and Restated Bylaws of Harvard Bioscience, Inc. (as adopted January 19, 2026).	Exhibit to the Current Report on Form 8-K (filed January 20, 2026) and incorporated by reference thereto.
4.1	Specimen certificate for shares of Common Stock, $0.01 par value, of Harvard Bioscience, Inc.	Exhibit to the Registration Statement on Form S-1/A (File No. 333-45996) (filed November 9, 2000) and incorporated by reference thereto.
4.2	Description of Securities.	Exhibit to the Annual Report on Form 10-K (filed March 16, 2020) and incorporated by reference thereto.
4.3	Form of Warrant to Purchase Common Stock	Exhibit to the Current Report on Form 8-K (filed December 17, 2025) and incorporated by reference thereto.
10.1 #	Harvard Bioscience, Inc. Fourth Amended and Restated 2000 Stock Option and Incentive Plan.	Exhibit to the Quarterly Report on Form 10-Q (filed August 10, 2020) and incorporated by reference thereto.
10.2	Harvard Bioscience, Inc. Employee Stock Purchase Plan, as amended.	Disclosed as Appendix A to the Proxy Statement on Schedule 14A (filed April 7, 2022) and incorporated by reference thereto.
10.3	Form of Director Indemnification Agreement.	Exhibit to the Quarterly Report on Form 10-Q (filed May 8, 2020) and incorporated by reference thereto.
10.4 +	Trademark License Agreement, dated December 19, 2002, by and between Harvard Bioscience, Inc. and President and Fellows of Harvard College.	Exhibit to the Annual Report on Form 10-K (filed March 9, 2023) and incorporated by reference thereto.
10.5 #	Form of Incentive Stock Option Agreement (Executive Officers).	Exhibit to the Annual Report on Form 10-K (filed March 16, 2006) and incorporated by reference thereto.
10.6 #	Form of Non-Qualified Stock Option Agreement (Executive Officers).	Exhibit to the Annual Report on Form 10-K (filed March 16, 2006) and incorporated by reference thereto.

10.7 #	Form of Non-Qualified Stock Option Agreement (Non-Employee Directors).	Exhibit to the Annual Report on Form 10-K (filed March 16, 2006) and incorporated by reference thereto.
10.8 #	Form of Deferred Stock Award Agreement.	Exhibit to the Annual Report on Form 10-K (filed March 16, 2011) and incorporated by reference thereto.
10.9 #	Form of Market Condition Deferred Stock Award Agreement.	Exhibit to the Annual Report on Form 10-K (filed March 16, 2020) and incorporated by reference thereto.
10.10 #	Employment Agreement between Harvard Bioscience, Inc. and James Green.	Exhibit to the Current Report on Form 8-K (filed July 8, 2019) and incorporated by reference thereto.
10.11 #	Employment Agreement between Harvard Bioscience, Inc. and Jennifer Cote dated June 19, 2023	Exhibit to the Current Report on Form 8-K (filed June 20, 2023) and incorporated by reference thereto.
10.12	Credit Agreement dated as of December 22, 2020 among Harvard Bioscience, Inc., as borrower, the lenders party thereto, and Citizens Bank, N.A., as administrative agent.	Exhibit to the Current Report on Form 8-K (filed December 23, 2020) and incorporated by reference thereto.
10.13	Pledge and Security Agreement dated as of December 22, 2020 among Harvard Bioscience, Inc., certain of Harvard Bioscience’s direct and indirect subsidiaries and Citizens Bank, N.A., as administrative agent.	Exhibit to the Current Report on Form 8-K (filed December 23, 2020) and incorporated by reference thereto.
10.14	First Amendment to Credit Agreement and Amendment to Pledge and Security Agreement, dated April 28, 2022, among Harvard Bioscience, Inc., Citizens Bank, N.A., as the administrative agent, and the lenders party thereto.	Exhibit to the Current Report on Form 8-K (filed April 28, 2022) and incorporated by reference thereto.
10.15	Second Amendment to Credit Agreement and Amendment to Pledge and Security Agreement, dated November 8, 2022, among Harvard Bioscience, Inc., Citizens Bank, N.A., as the administrative agent, and the lenders party thereto.	Exhibit to the Form 10-Q (filed November 9, 2022) and incorporated by reference thereto.
10.16	Guarantee Agreement dated as of December 22, 2020 among Harvard Bioscience, Inc., certain of Harvard Bioscience’s direct and indirect subsidiaries and Citizens Bank, N.A., as administrative agent.	Exhibit to the Current Report on Form 8-K (filed December 23, 2020) and incorporated by reference thereto.
10.17	Third Amendment to Credit Agreement dated March 28, 2024, among Harvard Bioscience, Inc., Citizen Bank, N. A., as the administrative agent, and the lenders party thereto.	Exhibit to the Current Report on Form 8-K (filed April 3, 2024) and incorporated by reference thereto.
10.18	Fourth Amendment to Credit Agreement dated August 6, 2024, among Harvard Bioscience, Inc., Citizen Bank, N. A., as the administrative agent, and the lenders party thereto.	Exhibit to the Form 10-Q (filed August 8, 2024) and incorporated by reference thereto.
10.19	Fifth Amendment to Credit Agreement dated March 10, 2025, among Harvard Bioscience, Inc., Citizen Bank, N. A., as the administrative agent, and the lenders party thereto.	Exhibit to the Current Report on Form 8-K (filed March 12, 2025) and incorporated by reference thereto.
10.20#	Harvard Bioscience, Inc. 2021 Incentive Plan.	Exhibit to the Current Report on Form 8-K (filed May 19, 2021) and incorporated by reference thereto.
10.21#	Form of Performance RSU Award Agreement - 2021 Incentive Plan.	Exhibit to the Annual Report on Form 10-K (filed March 11, 2022) and incorporated by reference thereto.

10.22#	Form of Time-Based RSU Awards Agreement – 2021 Incentive Plan.	Exhibit to the Annual Report on Form 10-K (filed March 11, 2022) and incorporated by reference thereto.
10.23#	Form of RSU Award for Directors – 2021 Incentive Plan.	Exhibit to the Annual Report on Form 10-K (filed March 11, 2022) and incorporated by reference thereto.
10.24#	Form of Time-Based Restricted Stock Unit Award Agreement -2021 Incentive Plan (for awards granted on or after March 5, 2024)	Exhibit to the Form 10-Q (filed August 8, 2024) and incorporated by reference thereto.
10.25#	Form of Performance-Based Restricted Stock Unit Award Agreement -2021 Incentive Plan (for awards granted on or after March 5, 2024)	Exhibit to the Form 10-Q (filed August 8, 2024) and incorporated by reference thereto.
10.26#	Form of Director and Officer Indemnification Agreement	Exhibit to the Form 10-Q (filed August 8, 2024) and incorporated by reference thereto.
10.27#	Offer of Employment by Harvard Bioscience, Inc. for Mark Frost, dated April 10, 2025	Exhibit to the Current Report on Form 8-K (filed April 10, 2025) and incorporated by reference thereto.
10.28#	Retention Benefit Opportunity Agreement by and between Harvard Bioscience, Inc. and Mark Frost, dated August 13, 2025	Exhibit to the Current Report on Form 8-K (filed August 13, 2025) and incorporated by reference thereto.
10.29#	Employment Agreement by and between Harvard Bioscience, Inc. and John Duke, dated July 16, 2025	Exhibit to the Current Report on Form 8-K (filed July 17, 2025) and incorporated by reference thereto.
10.30	Sixth Amendment to and Waiver under Credit Agreement dated August 8, 2025, among Harvard Bioscience, Inc., Citizen Bank, N. A., as the administrative agent, and the lenders party thereto.	Exhibit to the Current Report on Form 8-K (filed August 11, 2025) and incorporated by reference thereto.
10.31	Loan and Security Agreement by and among Harvard Bioscience, Inc., certain lenders, certain guarantors and BroadOak Income Fund, L.P., as administrative agent and collateral agent, dated December 17, 2025	Exhibit to the Current Report on Form 8-K (filed December 17, 2025) and incorporated by reference thereto.
10.32	Employment Agreement by and between Harvard Bioscience, Inc. and John Duke, dated March 6, 2026	Exhibit to the Current Report on Form 8-K (filed March 10, 2026) and incorporated by reference thereto.
10.33	Appointment of Chief Financial Officer and Employment Agreement by and between Harvard Bioscience, Inc. and Mark Frost, dated March 6, 2026	Exhibit to the Current Report on Form 8-K (filed March 10, 2026) and incorporated by reference thereto.
19	Insider Trading Policy	Filed with this report
21.1	Subsidiaries of the Registrant	Filed with this report
23.1	Consent of Grant Thornton LLP	Filed with this report
31.1	Certification of Chief Financial Officer of Harvard Bioscience, Inc., pursuant to Rules 13a-15(e) and 15d-15(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed with this report
31.2	Certification of Chief Executive Officer of Harvard Bioscience, Inc., pursuant to Rules 13a-15(e) and 15d-15(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed with this report
32.1	Certification of Chief Financial Officer of Harvard Bioscience, Inc., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	*
32.2	Certification of Chief Executive Officer of Harvard Bioscience, Inc., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	*
97	Harvard Bioscience Inc., Dodd-Frank Clawback Policy	Exhibit to the Annual Report on Form 10-K filed March 7, 2024, and incorporated by reference thereto.
101.INS	Inline XBRL Instance Document	Filed with this report
101.SCH	Inline XBRL Taxonomy Extension Schema Document	Filed with this report
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document	Filed with this report
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document	Filed with this report
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document	Filed with this report
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document	Filed with this report
104	Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

+	Portions of this exhibit have been redacted in compliance with Item 601(b)(10) of Regulation S-K.

*	This certification shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934

#	Management contract or compensatory plan or arrangement.

§	The schedules and exhibits have been omitted. A copy of any omitted schedule or exhibit will be furnished to the SEC supplementally upon request. The Company will furnish to stockholders a copy of any exhibit without charge upon written request.

**SIGNATURES

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