AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 2/6 · 18/10/2026
Moat—
Insufficient evidence for every rubric criterion; no category score is inferred.
structural advantage · — · Sole-manufacturer relationships and existing intellectual property suggest structural advantages, but their economic coverage and protection against substitution cannot be established.
durability · — · Repeated dependency disclosures support persistence, but the passages lack contract durations, qualification barriers and product-specific protection lives needed to establish moat durability.
customer dependency · — · Current dependency exists for some products, but its financial significance and the difficulty of changing suppliers remain unknown; the uncertain moat verdict therefore remains ungraded.
erosion resilience · — · New-product output demonstrates renewal activity, while increased entry and purchasing pressure indicate erosion channels. Their net effect on competitive position is unresolved.
Pricing power—
Insufficient evidence for every rubric criterion; no category score is inferred.
realized pricing · — · The issuer reports increased pricing pressure, but supplies no realized price changes or price contribution to revenue. Volume and mix weakness cannot establish realized pricing in either direction.
retention · 2/4 · Repeated sole-manufacturer disclosures and OEM sales provide indirect evidence of durable relationships and switching friction. They do not establish measured retention, and recent volume weakness limits confidence.
margin resilience · 2/4 · March 2026 quarterly GAAP gross margin fell to 66.9% from 67.9%, while nine-month margin rose to 65.7% from 65.5%. Adjusted margins declined over both periods, primarily because of mix. Resilience is mixed and does not prove pricing power.
contractual freedom · — · OEM arrangements and a ten-day claims window are disclosed, but price-setting rights, escalation clauses and repricing restrictions are absent. Purchasing pressure does not establish contractual pricing freedom.
Predictability94
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
Financial strength—
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
Capital allocation—
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
Management50
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · Fiscal 2026 operating cash generation of $292.1 million comfortably exceeded $28.9 million of capital additions, and $146 million of debt was repaid during the first nine months. A realized disposal-group impairment and binding acquisition commitment temper this evidence; acquisition returns remain unestablished.
incentive alignment · 2/4 · Actual fiscal 2025 equity grants and three-year awards tied to organic revenue, adjusted EBITA and relative shareholder returns establish meaningful alignment mechanisms. Overlapping metrics and discretionary earnings exclusions weaken accountability; executive ownership and realized vesting outcomes are missing.
execution · 2/4 · Reported fiscal 2025 organic growth, fiscal 2026 product introductions and sustained cash generation demonstrate execution beyond management aspirations. March 2026 sales and volume weakness make the record mixed. Product counts are indirect evidence and do not establish commercial adoption.
governance · 2/4 · An independent chair, actual audit-service pre-approvals and an adopted shareholder-return compensation metric support functioning oversight. Disclosed 35% say-on-pay approval indicates substantial dissatisfaction. Subsequent voting outcomes and the effectiveness of remediation are not supplied.
Evidence
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.
Item 1A / regulatory risks / sole-manufacturer relationships · Filed 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.
Item 1A / regulatory risks / sole-manufacturer relationships · Filed 22/08/2024
The majority of Diagnostic Reagents Division’s sales are through OEM agreements, but we sell some of our diagnostic reagent products directly to customers and, in Europe and Asia, also through distributors.
Business / Diagnostic Reagents distribution and OEM agreements · Filed 22/08/2025
We own numerous patents, trademarks, copyrights, trade secrets and other intellectual property and licenses to intellectual property owned by others, which in aggregate are important to our business.
Item 1A / intellectual property portfolio · Filed 24/08/2026
In fiscal 2026, we introduced over 1,900 new products.
Business / new products and research and development · Filed 24/08/2026
We also broadened our market-leading core portfolio of over 6,000 proteins, 400,000 antibody types, and 2,400 assays.
CEO shareholder letter / product portfolio breadth · Filed 19/09/2025
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.
Item 1A / customer consolidation and pricing pressure · Filed 24/08/2026
Moreover, customers may believe that consolidated businesses are better able to compete as sole source vendors, and therefore prefer to purchase from such businesses.
Item 1A / customer preference for consolidated vendors · Filed 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.
Item 1A / limitations of intellectual property protection · Filed 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 / increased competitive entry · Filed 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.
Item 1A / low-cost manufacturing competition and pricing pressure · Filed 24/08/2026
Organic revenue for the quarter ended March 31, 2026 was primarily driven by unfavorable volume and product mix in our Protein Sciences segment, partially offset by favorable performance in our Diagnostics and Spatial Biology portfolio.
MD&A / March 2026 organic revenue drivers · Filed 06/05/2026
26 Table of Contents Gross Margins Consolidated gross margins for the quarter and nine months ended March 31, 2026 were 66.9% and 65.7%, respectively, compared to 67.9% and 65.5% for the same prior year periods.
MD&A / reported gross margins · Filed 06/05/2026
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, 2026 were 70.4% and 69.7%, respectively, compared to 71.6% and 70.6% for the quarter and nine months ended March 31, 2025, respectively.
MD&A / adjusted gross margins · Filed 06/05/2026
Fluctuations in consolidated gross margin and adjusted gross margin, as a percentage of sales, have primarily resulted from changes in product mix.
MD&A / product-mix explanation of margin changes · Filed 06/05/2026
The Company generated cash from operations of $292.1 million, $287.6 million, and $299.0 million in fiscal 2026, 2025, and 2024, respectively.
Liquidity and capital resources / operating cash flows · Filed 24/08/2026
Capital additions in fiscal 2026, 2025, and 2024 were $28.9 million, $31.0 million, and $62.9 million.
Liquidity and capital resources / capital additions · Filed 24/08/2026
During the nine months ended March 31, 2026 and 2025, the Company made repayments of $146.0 million and $27.0 million, respectively, on its long-term debt balance.
Liquidity and capital resources / debt repayments · Filed 06/05/2026
As a result of an impairment test performed over the disposal group during fiscal 2024, a cumulative impairment charge of $22.0 million which includes the allocated goodwill, was recorded in the Selling, general and administrative line in the Consolidated Statements of Earnings and Comprehensive Income for fiscal 2024.
Restructuring / fiscal 2024 disposal-group impairment · Filed 24/08/2026
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 / binding Wilson Wolf acquisition commitment · Filed 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 / fiscal 2025 organic growth · Filed 19/09/2025
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) 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 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 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 Other comprehensive income (loss): Foreign currency translation income (loss) (4,352) 5,311 (4,440) 1,049 Unrealized gains (losses) on derivative instruments (160) (1,713) (2,536) (4,785) Other comprehensive income (loss) (4,512) 3,598 (6,976) (3,736) Comprehensive income $ 46,535 $ 26,186 $ 120,265 $ 87,342 Earnings per share: Basic $ 0.33 $ 0.14 $ 0.82 $ 0.58 Diluted $ 0.32 $ 0.14 $ 0.81 $ 0.57 Weighted average common shares outstanding: Basic 156,327 157,372 155,893 158,117 Diluted 157,403 158,944 156,943 160,662 See Notes to Condensed Consolidated Financial Statements.
Condensed consolidated statements of earnings / March 2026 comparative results · Filed 06/05/2026
| 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 and award structure · Filed 19/09/2025
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 / fiscal 2025 equity awards actually granted · Filed 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.
Executive compensation / incentive earnings exclusions and committee discretion · Filed 19/09/2025
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.
Director biographies / independent board chair · Filed 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 governance / actual pre-approval of fiscal 2025 and 2024 services · Filed 19/09/2025
Meeting, we received only 35% shareholder approval for our Say on Pay proposal.
Executive compensation / disclosed low say-on-pay approval · Filed 19/09/2025
| 2025 Proxy Statement 53 Back to Contents Bio-Techne’s rTSR Measure for Performance-Based Long-Term Incentive Awards In June 2023, following extensive engagement with investors regarding the design of our short- and long-term incentive plans, as well as a comprehensive evaluation, analysis, and benchmarking over the span of several committee meetings, the Compensation Committee approved the addition of an rTSR measure for three-year performance-based LTI.
Executive compensation / adopted relative shareholder return metric · Filed 19/09/2025
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 / competitive-position disclosure · Filed 24/08/2026
Any claims for credit or return of goods must be made within 10 days of receipt.
Revenue recognition / customer credit and return terms · Filed 24/08/2026
