Interprétation IA fondée sur des extraits vérifiés. Les déclarations de l’entreprise et les limites de couverture restent explicites.
Méthode quality-scores-2 : six catégories de même poids. Le score global exige une couverture complète. Les données manquantes ne valent pas zéro. Les évaluations qualitatives sont des interprétations sourcées, pas des probabilités. 3/6 · 19/10/2026
Moat—
Insufficient evidence for every rubric criterion; no category score is inferred.
structural advantage · — · Custom OEM relationships, sole-manufacturer positions and intellectual property support localized advantage hypotheses, but their economic coverage is insufficient to establish a company-wide structural position. This is insufficient evidence rather than demonstrated absence of a moat.
durability · — · Repeated sole-manufacturer disclosures support continuity of a business characteristic, but individual relationship persistence, remaining patent protection and sustained economic benefits are unestablished.
customer dependency · — · Some customers depend on Bio-Techne as sole manufacturer and buy assay-specific products. The affected revenue share and actual replacement difficulty are missing, preventing a company-wide moat grade.
erosion resilience · — · Increasing entry and current pricing pressure confront plausible differentiation, while operating results are mixed. The passages do not establish whether structural advantages withstand substitution over time.
Pouvoir de fixation des prix44
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
realized pricing · 1/4 · The issuer describes existing pricing pressure from purchasing consolidation and low-cost entrants, supporting a weak assessment. No actual price bridge or successful pass-through is supplied; contractual permission to change prices does not demonstrate realization.
retention · 2/4 · Assay-specific OEM and sole-manufacturer relationships support switching friction, and consumables revenue increased from $928.2 million to $972.3 million to $985.1 million. This is indirect repeat-demand evidence; aggregate growth does not identify retained customers or establish a retention rate.
margin resilience · 2/4 · Fiscal 2026 adjusted gross margin declined from 70.4% to 69.6%, while adjusted operating margin improved from 31.6% to 31.9% and GAAP gross profit increased despite slightly lower revenue. Mix, profitability initiatives and divestiture effects make resilience mixed and prevent attributing it to pricing power.
contractual freedom · 2/4 · The supplied Protein Sciences term permits price changes without notice, and long-term unfulfilled performance obligations are immaterial. These support some flexibility, but do not establish repricing rights for accepted orders, negotiated OEM contracts or other segments. Purchasing pressure also constrains practical freedom.
Prévisibilité94
Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.
- Nondeclining revenue years (%)
- 75.00
- Revenue growth volatility (pp)
- 2.00
- Positive FCF years (%)
- 100.00
- FCF margin volatility (pp)
- 2.13
Solidité financière—
Missing required inputs: debtFcfGrade, netDebtEbitGrade. Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- interestCoverageGrade
- 100.00
- currentRatioGrade
- 100.00
- Interest coverage (x)
- 26.16
- Current ratio (x)
- 4.55
Allocation du capital—
Missing required inputs: operatingReturn. Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.
- 3-year average dilution (%)
- -0.26
- 3-year average SBC / revenue (%)
- 3.34
- cashConversionGrade
- 100.00
Qualité du management56
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · Fiscal 2026 operating cash flow of $292.1 million covered $28.9 million of capital additions, $49.9 million of dividends and $41.7 million of repurchases. Net debt activity reduced debt by $146 million, alongside $80.6 million of option-exercise proceeds. Prior impairments, continuing restructuring and the mandatory remaining Wilson Wolf acquisition temper the record; acquisition returns remain unestablished.
incentive alignment · 3/4 · Actual fiscal 2025 grants combine multi-year vesting with organic revenue, adjusted EBITA and relative shareholder-return metrics. Earlier performance awards actually paid zero, and double-trigger provisions constrain acceleration. Discretionary earnings exclusions and missing executive ownership amounts limit confidence; these are historical arrangements rather than assumed fiscal 2026 terms.
execution · 2/4 · Reported fiscal 2025 organic growth of 5%, fiscal 2026 product introductions and cash generation demonstrate delivery. Fiscal 2026 full-year organic revenue was flat and adjusted gross margin declined. Product counts are indirect execution evidence and do not prove commercial adoption or validate management's qualitative claims.
governance · 2/4 · An independent chair, actual audit-service pre-approvals and the enforced zero performance-award payout support functioning oversight. Historical say-on-pay approval of only 35% signals substantial shareholder dissatisfaction. Later compensation-vote results and the effectiveness of remediation remain unavailable.
Preuves
We often manufacture these reagents on a custom basis, tailored to a customer’s specific diagnostic assay technology.
Business / Diagnostics and Spatial Biology products / custom diagnostic reagents · Dépôt 24/08/2026
Most of these products are sold on an Original Equipment Manufacturer (OEM) basis to instrument manufacturers, with most products being FDA-cleared.
Business / Diagnostics and Spatial Biology products / OEM sales and FDA clearance · Dépôt 24/08/2026
We are the sole manufacturer of a number of products for many of our customers and a negative regulatory event could impact our customers’ ability to provide products to their customers.
Risk factors / regulatory compliance / sole-manufacturer relationships · Dépôt 24/08/2026
We are the sole manufacturer of a number of products for many of our customers and a negative regulatory event could impact our customers’ ability to provide products to their customers.
Risk factors / regulatory compliance / fiscal 2024 sole-manufacturer relationships · Dépôt 22/08/2024
65
Revenue by type is as follows (in thousands):
Year ended June 30,
Consumables
985,115
972,286
928,180
110,632
112,086
108,270
94,301
111,570
99,265
Total product and services revenue, net
1,190,048
1,195,942
1,135,715
Royalty revenues
24,991
23,693
23,345
Total revenues, net
1,215,039
1,219,635
1,159,060
Revenue by geography is as follows (in thousands):
United States
635,372
683,230
657,747
EMEA, excluding United Kingdom
294,222
266,305
241,432
United Kingdom
56,284
54,827
50,012
APAC, excluding Greater China
85,815
77,263
73,904
Greater China
104,061
100,463
99,467
Rest of World
39,285
37,547
36,498
Net sales
1,215,039
1,219,635
1,159,060
Note 3.
Note 2 / disaggregated revenue / consumables and total revenue · Dépôt 24/08/2026
In addition, consolidation trends in the pharmaceutical, biotechnology and diagnostics industries have served to create fewer customer accounts and to concentrate purchasing decisions for some customers, resulting in increased pricing pressure on us.
Risk factors / competition / purchasing consolidation and pricing pressure · Dépôt 24/08/2026
The entry into the market by manufacturers in countries in Asia and other low-cost manufacturing locations is also creating increased pricing and competitive pressures, particularly in developing markets.
Risk factors / competition / low-cost manufacturers and pricing pressure · Dépôt 24/08/2026
Failure by us or by our customers to comply with the requirements of the EU IVDR, or other requirements imposed by these or similar regulatory authorities, including without limitation, remediating any inspectional observations to the satisfaction of these regulatory authorities, could result in warning letters, product recalls or seizures, monetary sanctions, injunctions to halt manufacture and distribution, restrictions on our operations, civil or criminal sanctions, or withdrawal of existing or denial of pending approvals, including those relating to products or facilities.
Risk factors / regulatory compliance / potential operational restrictions · Dépôt 24/08/2026
As of June 30, 2026, we had rights to approximately 487 granted patents and approximately 230 pending patent applications.
Business / intellectual property / fiscal 2026 patent rights · Dépôt 24/08/2026
Products in the Analytical Solutions and the Spatial Biology divisions are protected primarily through pending patent applications and issued patents.
Business / intellectual property / analytical and spatial biology protection · Dépôt 24/08/2026
In addition to pursuing patents on our products, we also preserve much of our innovation as trade secrets, particularly in the Reagent Solutions division of our Protein Sciences segment.
Business / intellectual property / reagent trade secrets · Dépôt 24/08/2026
In fact, we have received Food and Drug Administration (FDA) marketing clearance for a few of our immunoassays for use as in vitro diagnostic devices.
Business / Analytical Solutions / immunoassay marketing clearances · Dépôt 24/08/2026
The intellectual property rights that we obtain, however, are not always sufficiently broad and do not always provide us a significant competitive advantage, and patents may not be issued for pending or future patent applications owned by or licensed to us.
Risk factors / intellectual property / limitations of competitive protection · Dépôt 24/08/2026
In addition, the steps that we and our licensors have taken to maintain and protect our intellectual property do not always prevent it from being challenged, invalidated, circumvented, designed around or becoming subject to compulsory licensing.
Risk factors / intellectual property / challenges and circumvention · Dépôt 24/08/2026
We have seen increased competition in a number of our markets as a result of the entry of new companies into certain markets, the entry of competitors based in low-cost manufacturing locations, and increasing consolidation in particular markets.
Business / competition / increased competitive entry · Dépôt 24/08/2026
Risk Factors.”
COMPETITION
Although our segments both generally operate in highly competitive markets, it is difficult to determine our competitive position, either in the aggregate or by segment, since none of our competitors offer all of the same product and service lines or serve all of the same markets as the Company or its segments.
Business / competition / uncertain aggregate and segment positioning · Dépôt 24/08/2026
(In thousands, except per share data)
(Unaudited)
Quarter Ended
Year Ended
June 30,
June 30,
2026
2025
2026
2025
Net sales
$
321,191
$
316,964
$
1,215,039
$
1,219,635
Cost of sales
109,797
118,152
415,968
429,363
Gross margin
211,394
198,812
799,071
790,272
Operating expenses:
Selling, general and administrative
113,172
196,640
452,415
588,521
Research and development
23,945
26,032
94,766
99,496
Total operating expenses
137,117
222,672
547,181
688,017
Operating income
74,277
(23,860)
251,890
102,255
Other income (expense)
(3,596)
1,001
(11,210)
(3,792)
Earnings before income taxes
70,681
64.8
%
Identified adjustments:
Costs recognized upon sale of acquired inventory
$
—
$
197
$
—
$
751
Amortization of intangibles
9,422
10,569
37,799
44,035
Stock-based compensation, inclusive of employer taxes
282
288
1,534
1,298
Restructuring and restructuring-related costs
1,049
12,141
5,805
20,094
Impact of business held-for-sale(1)
—
—
(2,581)
(147)
Adjusted gross margin
$
222,147
$
222,007
$
841,628
$
856,303
Adjusted gross margin percentage(2)
69.2
%
70.0
%
69.6
%
70.4
%
(1)
June 30, 2025 amounts relate to the Protein Sciences segment business that met the held-for-sale criteria on December 31, 2023.
Fiscal 2026 results / GAAP earnings and adjusted gross-margin reconciliation · Dépôt 12/08/2026
BIO-TECHNE CORPORATION
RECONCILIATION OF ADJUSTED OPERATING INCOME AND ADJUSTED OPERATING MARGIN PERCENTAGE
(In thousands)
(Unaudited)
Quarter Ended
Year Ended
June 30,
June 30,
2026
2025
2026
2025
Total consolidated net sales
$
321,191
$
316,964
$
1,215,039
$
1,219,635
Business held-for-sale(1)
—
—
5,439
4,152
Revenue from recurring operations
$
321,191
$
316,964
$
Amortization of intangibles
15,070
18,185
61,181
75,321
Acquisition related expenses and other
1,636
3,767
7,986
12,815
Certain litigation charges
143
1,220
5,513
41,827
Stock-based compensation, inclusive of employer taxes
5,375
4,653
42,637
42,158
Restructuring and restructuring-related costs
6,858
13,205
21,059
28,231
Impairment (Recovery) of assets held-for-sale
—
84,157
(6,789)
80,503
Impact of business held-for-sale(1)
—
—
2,573
479
Adjusted operating income
$
103,359
$
101,327
$
386,050
$
383,589
Adjusted operating margin percentage(2)
32.2
%
32.0
%
31.9
%
31.6
%
(1)
June 30, 2025 amounts relate to the Protein Sciences segment business that met the held-for-sale criteria on December 31, 2023.
Fiscal 2026 results / adjusted operating-margin reconciliation · Dépôt 12/08/2026
Adjusted operating margin was favorably impacted by profitability initiatives and the Exosome Diagnostics divestiture.
Fiscal 2026 results / profitability initiatives and divestiture effects · Dépôt 12/08/2026
All prices are subject to change without notice.
Protein Sciences customer terms / section 8 / price changes; retrieved October 19, 2026 · Consulté 19/10/2026
The Company’s unfulfilled performance obligations for contracts with an original length greater than one year were not material as of June 30, 2026 and 2025.
Revenue recognition / long-term unfulfilled performance obligations · Dépôt 24/08/2026
June 30,
June 30,
2026
2025
ASSETS
Cash and equivalents
$
264,712
$
162,186
Accounts receivable, net
216,585
206,876
Inventories
195,744
189,446
Current assets held-for-sale
—
12,332
Other current assets
67,360
37,460
Total current assets
744,401
608,300
Property and equipment, net
231,836
245,719
Right of use assets
Adjustments to reconcile net earnings to net cash provided by operating activities
Depreciation and amortization
97,359
109,903
Costs recognized on sale of acquired inventory
—
751
Deferred income taxes
13,196
(51,107)
Stock-based compensation expense
41,365
40,833
(Gain) Loss on equity method investment
(887)
(938)
Asset impairment restructuring
3,914
21,312
Recovery of assets held-for-sale
(6,789)
80,503
Other operating activities
(37,947)
12,899
Net cash provided by (used in) operating activities
292,073
287,556
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of available-for-sale investments
—
1,085
Additions to property and equipment
(28,850)
(31,006)
Distributions from Wilson Wolf
6,043
7,291
Investment in Spear Bio
—
(15,000)
Proceeds from sale of assets held-for-sale
4,617
2,447
Net cash provided by (used in) investing activities
(18,190)
(35,183)
CASH FLOWS FROM FINANCING ACTIVITIES
Cash dividends
(49,916)
(50,391)
Proceeds from stock option exercises
80,618
51,739
Long-term debt activity, net
(146,000)
27,000
Repurchases of common stock
(41,675)
(275,731)
Taxes paid on RSUs and net share settlements
(12,141)
(6,522)
Net cash provided by (used in) financing activities
(169,114)
(253,905)
Effect of exchange rate changes on cash and cash equivalents
(938)
Asset impairment restructuring
3,914
21,312
Recovery of assets held-for-sale
(6,789)
80,503
Other operating activities
(37,947)
12,899
Net cash provided by (used in) operating activities
292,073
287,556
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of available-for-sale investments
—
1,085
Additions to property and equipment
(28,850)
(31,006)
Distributions from Wilson Wolf
6,043
7,291
Investment in Spear Bio
—
(15,000)
Proceeds from sale of assets held-for-sale
4,617
2,447
Fiscal 2026 results / balance-sheet and cash-flow disclosures · Dépôt 12/08/2026
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.
Liquidity and capital resources / mandatory remaining Wilson Wolf acquisition · Dépôt 24/08/2026
41,827
Stock-based compensation, inclusive of employer taxes
5,375
4,653
42,637
42,158
Restructuring and restructuring-related costs
6,858
13,205
21,059
28,231
Investment loss and other non-operating loss
3,695
—
5,009
—
Impairment (Recovery) of assets held-for-sale
—
84,157
(6,789)
80,503
Impact of business held-for-sale(1)
—
—
2,573
479
Adjusted EBITDA
$
115,943
$
115,580
$
431,975
$
429,635
(1)
June 30, 2025 amounts relate to the Protein Sciences segment business that met the held-for-sale criteria on December 31, 2023.
Fiscal 2026 results / restructuring and held-for-sale impairment reconciliation · Dépôt 12/08/2026
Stock Options* Restricted Stock Units Executive Time-based ($) Time-based ($) Performance-based ($) Kim Kelderman $ 1,932,848 $ 1,919,943 $ 4,287,998 James Hippel 907,273 3,509,529 2,012,782 William Geist 593,448 589,467 1,316,518 Matthew McManus 596,695 592,688 1,323,760 Shane Bohnen 377,496 374,999 837,494 * Amounts shown above represent the total grant date fair value of equity-based compensation, and for the performance-based grants, assumes target.
Executive compensation / actual fiscal 2025 equity grants · Dépôt 19/09/2025
| 2025 Proxy Statement 47 Back to Contents Element Form 2025 Metrics and Weighting Alignment with Shareholder Value Creation 1 Base Salary Cash Fixed • Attracts and retains high-performing executives by providing market-competitive fixed pay 2 Annual Cash Bonus Incentive (Short-Term Incentives) Cash Performance-Based 50% Organic Revenue 50% Adjusted EBITA • Drives Company-wide and segment performance • Focuses efforts on growing profitable revenue and earnings and achieving strategic business goals 3 Long-Term Equity Awards (Performance-Based) Three-Year Performance-Based RSUs 40%Organic revenue 35% Adjusted EBITA 25% rTSR • Encourages executives to be, and to think like, shareholders • Motivates executives to deliver sustained long-term growth to the business and to the Company’s share price • Retains high–performing executives by providing a meaningful incentive to stay with the Company 4 Long-Term Equity Awards (Time-Based) Time-Vesting Options & RSUs 50% Options (vesting in equal 1/4ths) 50% RSUs (vesting in equal 1/3rds) • Incentivizes strong performance and profitable growth • Retains high–performing executives by providing a meaningful incentive to stay with the Company For fiscal year 2025, our NEOs had the target pay mix shown below.
Executive compensation / fiscal 2025 metrics, weights and vesting schedules · Dépôt 19/09/2025
set in the first quarter of 2023, the long-term incentive awards did not vest for any of the NEOs, resulting in a 0% payout.
Executive compensation / actual zero payout on fiscal 2023 performance grants · Dépôt 19/09/2025
Double-trigger vesting provisions. Equity awards will not automatically vest following a change in control unless there is also a qualifying termination of employment.
Compensation governance / double-trigger equity vesting · Dépôt 19/09/2025
**
The Company’s adjusted EBITA target for management’s incentive plan excludes the impact of foreign currency translation; certain acquisitions and acquisition-related amortization, costs, and expenses; share-based compensation expense; non-recurring litigation expenses; and other unusual items in the discretion of the Compensation Committee.
Annual incentive compensation / adjusted EBITA exclusions and committee discretion · Dépôt 19/09/2025
In fiscal 2026, we introduced over 1,900 new products.
Business / research and development / fiscal 2026 product introductions · Dépôt 24/08/2026
From a financial perspective, we successfully navigated a dynamic and evolving macro environment, achieving 5% organic revenue growth for the fiscal year, with our revenue exceeding $1.2 billion.
CEO shareholder letter / reported fiscal 2025 organic revenue growth · Dépôt 19/09/2025
Full year organic and reported revenue remained flat at $1.2 billion.
Fiscal 2026 results / full-year organic and reported revenue · Dépôt 12/08/2026
Robert V. Baumgartner Age: 69 Director since: 2003 Chair since: 2012 INDEPENDENT CHAIR OF THE BOARD Committees: · Audit · Compensation Professional Background From 2001 until 2019, Mr.
Corporate governance / independent board chair · Dépôt 19/09/2025
All of the services rendered by KPMG LLP in fiscal years 2025 and 2024 were pre-approved by the Audit Committee.
Audit oversight / actual fiscal 2024 and 2025 service pre-approvals · Dépôt 19/09/2025
Meeting, we received only 35% shareholder approval for our Say on Pay proposal.
Compensation committee shareholder letter / historical say-on-pay approval · Dépôt 19/09/2025
As of June 30, 2025, we had rights to approximately 1,340 granted patents and approximately 270 pending patent applications.
Business / intellectual property / fiscal 2025 patent rights · Dépôt 22/08/2025
MINNEAPOLIS – September 23, 2026 – Bio-Techne Corporation (NASDAQ: TECH) (“Bio-Techne”), a global provider of life science tools, reagents and diagnostic products, announced that Bio-Techne shareholders voted to approve and adopt the definitive agreement under which Merck KGaA, Darmstadt, Germany proposes to acquire Bio-Techne (the “Merger Agreement”) at a Special Meeting of Shareholders held today.
September 23, 2026 transaction announcement / shareholder approval · Dépôt 23/09/2026
Bio-Techne continues to expect the transaction to close by late 2026 or early 2027, subject to satisfaction of customary closing conditions, including receipt of remaining required regulatory approvals.
September 23, 2026 transaction announcement / remaining closing conditions · Dépôt 23/09/2026
and pharmaceutical companies. We sell our products directly to customers who are primarily located in North America, Europe and China, as well as through a distribution agreement with Thermo Fisher Scientific.
Business / Protein Sciences distribution / named distributor · Dépôt 24/08/2026
Fluctuations in consolidated gross margin and adjusted gross margin, as a percentage of sales, have primarily resulted from changes in product mix.
Management discussion / product-mix effects on gross margins · Dépôt 06/05/2026
