ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 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 the consolidated financial information and related notes included in this Form 10-K. 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” located at the end of this MD&A and “Forward-Looking Information and Cautionary Statements” and “Risk Factors” within Items 1 and 1A of this Form 10-K. OVERVIEW Bio-Techne develops, manufactures and sells life science 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. We manage the business in two operating segments – our Protein Sciences segment and our Diagnostics and Spatial Biology segment. Our Protein Sciences segment is a leading developer and manufacturer of high-quality biological reagents used in all aspects of life science research, diagnostics and cell and gene therapy. This segment also includes proteomic analytical tools, both manual and automated, that offer researchers and pharmaceutical manufacturers efficient and streamlined options for automated western blot and multiplexed ELISA workflow. Our Diagnostics and Spatial Biology segment develops and manufactures diagnostic products, including controls, calibrators, and diagnostic assays for the regulated diagnostics market, exosome-based molecular diagnostic assays, advanced tissue-based in-situ hybridization assays and instrumentation for spatial genomic and tissue biopsy analysis, and genetic and oncology kits for research and clinical applications. RECENT ACQUISITIONS A key component of the Company's strategy is to augment internal growth at existing businesses with complementary acquisitions. As disclosed in Note 4, the Company completed the acquisition of Lunaphore in fiscal 2024 for $169.7 million, in a cash-free, debt-free acquisition. We also purchased a 19.9% investment in Wilson Wolf in fiscal 2023 and, as disclosed in Note 1, will acquire the remaining shares in Wilson Wolf by the end of calendar year 2027, or earlier depending on the achievement of certain future milestones. OVERALL RESULTS Operational Update For fiscal 2025, consolidated net sales increased 5% to $1.2 billion as compared to fiscal 2024. Organic growth was 5%, and foreign currency translation and a business held-for-sale did not have a material impact. Organic revenue growth was primarily driven by strong commercial execution in our Protein Sciences segment . ​ Consolidated net earnings for fiscal 2025 decreased 56% compared to fiscal 2024. The decrease in earnings was impacted by a non-recurring loss on an arbitration award, impairment of assets held-for-sale, and restructuring and restructuring-related charges. After adjusting for cost recognized upon sale of acquired inventory, intangibles amortization, acquisition-related costs, certain litigation charges, gain on sale of investments, stock-based compensation, restructuring and restructuring-related costs, impairment of assets held-for-sale, and impact of business held-for-sale, adjusted net earnings 33 Table of Contents increased 8% in fiscal 2025 as compared to fiscal 2024. Adjusted net earnings was primarily impacted by favorable volume leverage within Protein Sciences. For fiscal 2024, consolidated net sales increased 2% as compared to fiscal 2023. Organic growth was 1%, with acquisitions having a favorable impact of 1%. Foreign currency translation and a business held-for-sale did not have a material impact. Organic revenue growth was primarily driven by strong commercial execution in our Diagnostics and Spatial Biology segment . Consolidated net earnings for fiscal 2024, including non-controlling interest, decreased 41% compared to fiscal 2023. The decrease in earnings was driven by a non-recurring gain on the sale of our ChemoCentryx, Inc. (CCXI) investment, a non-recurring gain on the sale of our investment in Eminence, and a non-recurring benefit related to the fair value of contingent consideration during fiscal 2023. ​ RESULTS OF OPERATIONS Net Sales Consolidated organic net sales exclude the impact of companies acquired during the first 12 months post-acquisition and the effect of the change from the prior year in exchange rates used to convert sales in foreign currencies (primarily the euro, British pound sterling, Chinese yuan, and Swiss franc) into U.S. dollars. ​ Consolidated net sales growth was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ 2025 2024 2023 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 5 % 1 % 5 % Acquisitions sales growth 0 % 1 % 0 % Impact of foreign currency fluctuations 0 % 0 % (2) % Impact of business held for sale ​ 0 % 0 % — % Consolidated net sales growth 5 % 2 % 3 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ 2025 2024 2023 Protein Sciences ​ $ 870,245 ​ $ 830,902 ​ $ 845,747 Diagnostics and Spatial Biology ​ 346,263 ​ 326,392 ​ 292,602 Other revenue (1) ​ ​ 4,152 ​ ​ 4,153 ​ ​ — Intersegment ​ (1,025) ​ (2,387) ​ (1,647) Consolidated net sales ​ $ 1,219,635 ​ $ 1,159,060 ​ $ 1,136,702 (1) Since December 31, 2023, the Company has a business that has met the held-for-sale criteria. The years ended June 30, 2025 and 2024 include the twelve and six month results, respectively, while the business has met the held-for-sale criteria. ​ In fiscal 2025, Protein Sciences segment net sales increased 5% compared to fiscal 2024. A business within the Protein Sciences Segment met the criteria as held-for-sale since December 31, 2023. The exclusion of fiscal 2025 sales related to the held-for-sale business did not have a material impact on sales. Organic revenue for the segment increased 5% for the 34 Table of Contents fiscal year, and foreign currency exchange did not have a material impact on revenue growth. Segment revenue was driven  by strong proteomic analytical solutions and cell therapy performance and commercial execution. In fiscal 2025, Diagnostics and Spatial Biology segment net sales increased 6% compared to fiscal 2024. Organic growth for the segment was 6% and foreign currency exchange did not have a material impact on revenue growth. Segment growth was driven by broad based molecular diagnostics performance and Lunaphore’s organic growth. In fiscal 2024, Protein Sciences segment net sales decreased 2% compared to fiscal 2023. A business within the Protein Sciences Segment met the criteria as held-for-sale since December 31, 2023. The exclusion of third and fourth quarter of fiscal 2024 sales related to a held-for-sale business reduced sales by 1%. Organic revenue for the segment declined 2% for the fiscal year, with foreign currency exchange having a favorable impact of 1% on revenue. Segment revenue was impacted by broad based headwinds. In fiscal 2024, Diagnostics and Spatial Biology segment net sales increased 12% compared to fiscal 2023. Organic growth for the segment was 6% with acquisitions having a 5% impact and foreign currency exchange having a favorable impact of 1% on revenue growth. Segment growth was driven by broad based molecular diagnostics performance and Lunaphore. ​ Gross Margins Consolidated gross margins were 64.8%, 66.4%, and 67.7% in fiscal 2025, 2024, and 2023. Consolidated gross margin in fiscal year 2025 was impacted by the reinstatement of incentive accruals and product mix. Excluding the impact of acquired inventory sold, amortization of intangibles, stock compensation expense, restructuring and restructuring-related costs, impact of business held-for-sale, and the impact of partially-owned consolidated subsidiaries, adjusted gross margins were 70.4%, 71.0%, and 71.7% in fiscal 2025, 2024, and 2023, respectively. Fiscal 2025 consolidated gross margin was impacted by the resinstatement of incentive accruals and an unfavorable product mix when compared to the prior period. Fiscal 2024 consolidated gross margin was impacted by the Lunaphore acquisition when compared to the prior period. Fiscal 2023 consolidated gross margin was unfavorably impacted by foreign currency exchange and strategic growth investments including the Namocell acquisition. 35 Table of Contents A reconciliation of the reported consolidated gross margin percentages, adjusted for acquired inventory sold, intangible amortization included in Cost of sales, restructuring and restructuring-related expenses, and impact of business held-for-sale is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ ​ ​ 2025 ​ 2024 ​ 2023 Total consolidated net sales $ 1,219,635 ​ $ 1,159,060 ​ $ 1,136,702 ​ Business held-for-sale (2) ​ 4,152 ​ ​ 4,153 ​ ​ — ​ Revenue from recurring operations $ 1,215,483 ​ $ 1,154,907 ​ $ 1,136,702 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross margin - GAAP ​ $ 790,272 ​ $ 769,725 ​ $ 769,815 ​ Gross margin percentage - GAAP ​ ​ 64.8 % ​ 66.4 % ​ 67.7 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Identified adjustments: ​ ​ ​ ​ ​ ​ ​ Costs recognized upon sale of acquired inventory $ 751 ​ $ 729 ​ $ 400 ​ Amortization of intangibles ​ ​ 44,035 ​ ​ 46,609 ​ ​ 44,337 ​ Stock-based compensation, inclusive of employer taxes ​ ​ 1,298 ​ ​ 825 ​ ​ 948 ​ Restructuring and restructuring-related costs ​ ​ 20,094 ​ ​ 3,348 ​ ​ — ​ Impact of partially-owned consolidated subsidiaries (1) ​ ​ — ​ ​ — ​ ​ (1,457) ​ Impact of business held-for-sale (2) ​ ​ (147) ​ ​ (943) ​ ​ — ​ Adjusted gross margin ​ $ 856,303 ​ $ 820,293 ​ $ 814,043 ​ Adjusted gross margin percentage (3) ​ ​ 70.4 % ​ 71.0 % ​ 71.7 % (1) Includes the quarterly results of the partially-owned consolidated subsidiary prior to the sale of this partially-owned consolidated subsidiary to a third party in the first fiscal quarter of 2023. ​ (2) Since December 31, 2023, the Company has a business that has met the held-for-sale criteria. The years ended June 30, 2025 and 2024 include the twelve and six month results, respectively, while the business has met the held-for-sale criteria. ​ (3) Adjusted gross margin percentage excludes the revenue and the gross margin of the business held-for-sale. ​ Fluctuations in adjusted gross margins, as a percentage of net sales, have primarily resulted from changes in foreign currency exchange rates and 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. Management uses adjusted operating results to monitor and evaluate performance of the Company’s two segments. Segment gross margins, as a percentage of net sales, were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ ​ 2025 2024 2023 ​ ​ ​ ​ ​ ​ ​ ​ Protein Sciences 75.6 % 75.7 % 75.3 % Diagnostics and Spatial Biology 57.3 % 58.7 % 61.2 % ​ The decrease in the Protein Sciences segment’s gross margin percentage for fiscal 2025 as compared to fiscal 2024 was primarily attributable to the mix of product sales within the segment. The change in the Protein Sciences segment’s gross margin percentage for fiscal 2024 compared to fiscal 2023 was primarily attributable to the exclusion of a business held-for-sale. The decrease in the Diagnostics and Spatial Biology segment’s gross margin percentage for fiscal 2025 as compared to fiscal 2024 is primarily attributable to reinstatement of incentive accruals and an unfavorable mix of product sales within the segment. The change in the Diagnostics and Spatial Biology segment’s gross margin percentage for fiscal 2024 as compared to fiscal 2023 is due to the Lunaphore acquisition. 36 Table of Contents Selling, General and Administrative Expenses Selling, general and administrative expenses increased $122.1 million (26%) in fiscal 2025 when compared to fiscal 2024. Selling, general, and administrative expenses increased primarily due to a non-recurring arbitration award and impairment of assets held-for-sale. Selling, general and administrative expenses increased $88.0 million (23%) in fiscal 2024 when compared to fiscal 2023. Selling, general, and administrative expenses increased primarily due to the Lunaphore acquisition, impairment of assets held-for-sale, certain litigation charges, restructuring and restructuring-related charges, and CEO transition charges. Consolidated Selling, general and administrative expenses were composed of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ ​ 2025 ​ 2024 ​ 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Protein Sciences ​ $ 230,046 ​ $ 217,595 ​ $ 203,834 Diagnostics and Spatial Biology ​ 136,103 ​ 127,131 ​ 101,805 Total segment expenses ​ 366,149 ​ 344,726 ​ 305,639 Amortization of intangibles ​ 31,285 ​ 31,710 ​ 32,076 Acquisition related expenses ​ 11,672 ​ 6,980 ​ (9,965) Certain litigation charges ​ ​ 41,827 ​ ​ 3,506 ​ ​ — Restructuring and restructuring-related costs ​ 8,137 ​ 8,896 ​ 3,829 Stock-based compensation ​ 40,860 ​ 39,452 ​ 40,269 Impairment of assets held-for-sale ​ ​ 80,503 ​ ​ 21,963 ​ ​ — Corporate selling, general and administrative expenses ​ 8,088 ​ 9,142 ​ 6,530 Total selling, general and administrative expenses ​ $ 588,521 ​ $ 466,375 ​ $ 378,378 ​ Research and Development Expenses Research and development expenses increased $2.8 million (3%) and $4.2 million (5%) in fiscal 2025 and 2024, respectively, as compared to prior year periods. The increase in research and development expenses in fiscal 2025 and fiscal 2024 compared to the prior periods was primarily attributable to strategic growth investments including the acquisition of Lunaphore in fiscal 2024. Consolidated research and development expenses were composed of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ ​ 2025 ​ 2024 ​ 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Protein Sciences ​ $ 58,607 ​ $ 56,911 ​ $ 58,251 Diagnostics and Spatial Biology ​ 40,889 ​ 39,753 ​ 34,242 Total research and development expenses ​ $ 99,496 ​ $ 96,664 ​ $ 92,493 ​ Net Interest Income / (Expense) Net interest income/(expense) for fiscal 2025, 2024, and 2023 was ($4.6) million, ($12.4) million, and ($7.8) million, respectively. During fiscal 2025, average monthly outstanding debt was lower than fiscal 2024 leading to decreased interest expense compared to fiscal 2024. Net interest expense in fiscal 2024 increased when compared to fiscal 2023 as average monthly outstanding debt was higher than fiscal 2023, leading to increased interest expense compared to fiscal 2023. 37 Table of Contents Other Non-Operating Income / (Expense), Net Other non-operating income/(expense), net, consists of foreign currency transaction gains and losses, rental income, building expenses related to rental property and the Company’s gains and losses on investments as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ ​ 2025 ​ 2024 ​ 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Foreign currency gains (losses) ​ $ 1,447 ​ $ (726) ​ $ 676 Rental income ​ 356 ​ 305 ​ 426 Real estate taxes, depreciation and utilities ​ (1,590) ​ (1,630) ​ (1,810) Gain (Loss) on investment ​ — ​ 283 ​ 49,328 Gain (Loss) on equity method investment ​ ​ 938 ​ ​ (6,841) ​ ​ (1,143) Miscellaneous (expense) income ​ (320) ​ 25 ​ 43 Other non-operating income (expense), net ​ $ 831 ​ $ (8,584) ​ $ 47,520 ​ During fiscal 2025, the Company recognized a gain of $0.9 million related to our equity method investment in Wilson Wolf. During fiscal 2024, the Company recognized losses of $6.8 million related to our equity method investment in Wilson Wolf. During fiscal 2023, the Company recognized gains of $37 million related to the sale of our CCXI investment, $11.7 million related to the sale of our Eminence investment, and a gain of $0.4 million related to the change in fair value of our exchange traded bond funds. Additionally, the Company recognized losses of $1.1 million related to our equity method investment in Wilson Wolf. Income Taxes Income taxes for fiscal 2025, 2024, and 2023 were at effective rates of 25.5%, 9.5%, and 15.7%, respectively, of consolidated earnings before income taxes. The change in the effective tax rate for fiscal 2025 compared to fiscal 2024 was driven by share-based compensation as the number of stock option exercises increased compared to the prior year comparative period. The Company had share-based compensation excess tax benefits of $4.5 million in fiscal 2025. The Company’s discrete tax benefits in fiscal 2024 primarily related to share-based compensation excess tax benefits of $18.4 million. The Company’s discrete tax benefits in fiscal 2023 primarily related to share-based compensation excess tax benefits of $12.3 million. ​ 38 Table of Contents Net Earnings Non-GAAP adjusted consolidated net earnings and earnings per share are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ ​ ​ 2025 ​ 2024 ​ 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net earnings before taxes - GAAP ​ $ 98,463 ​ $ 185,689 ​ $ 338,659 ​ Identified adjustments attributable to Bio-Techne: ​ ​ ​ ​ ​ ​ Costs recognized upon sale of acquired inventory ​ 751 ​ 729 ​ 400 ​ Amortization of intangibles ​ 75,321 ​ 78,318 ​ 76,413 ​ Amortization of Wilson Wolf intangible assets and acquired inventory ​ ​ 9,959 ​ ​ 15,686 ​ ​ 2,805 ​ Acquisition related expenses and other ​ 12,738 ​ 7,564 ​ (9,147) ​ Certain litigation charges ​ ​ 41,827 ​ ​ 3,506 ​ ​ — ​ Gain on sale of partially-owned consolidated subsidiaries ​ ​ — ​ ​ — ​ ​ (11,682) ​ Stock based compensation, inclusive of employer taxes ​ 42,158 ​ 40,277 ​ 41,217 ​ Restructuring and restructuring-related costs ​ 28,231 ​ 12,245 ​ 3,829 ​ Investment gain and other non-operating ​ — ​ (283) ​ (37,646) ​ Impairment of assets held-for-sale ​ ​ 80,503 ​ ​ 21,963 ​ ​ — ​ Impact of partially-owned subsidiaries (1) ​ — ​ — ​ (420) ​ Impact of business held-for-sale (2) ​ ​ 479 ​ ​ (525) ​ ​ — ​ Earnings before taxes - Adjusted (1,2) ​ $ 390,430 ​ $ 365,169 ​ $ 404,428 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-GAAP tax rate ​ 21.5 % 22.0 % 20.5 % Non-GAAP tax expense ​ $ 83,973 ​ $ 80,420 ​ $ 82,948 ​ Non-GAAP adjusted net earnings attributable to Bio-Techne (1,2) ​ $ 306,457 ​ $ 284,749 ​ $ 321,480 ​ Earnings per share - diluted - Adjusted (1,2) ​ $ 1.92 ​ $ 1.77 ​ $ 1.99 ​ (1) Includes the quarterly results of the partially-owned consolidated subsidiary prior to the sale of this partially-owned consolidated subsidiary to a third party in the first fiscal quarter of 2023. ​ (2) Since December 31, 2023, the Company has a business that has met the held-for-sale criteria. The years ended June 30, 2025 and 2024 include the twelve and six month results, respectively, while the business has met the held-for-sale criteria. ​ 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 39 Table of Contents 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 fiscal 2025, 2024, and 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ ​ ​ 2025 ​ 2024 ​ 2023 ​ ​ ​ ​ ​ ​ ​ ​ GAAP effective tax rate ​ 25.5 % 9.5 % 15.7 % Discrete items ​ 0.8 14.0 3.4 ​ Impact of non-taxable net gain ​ — ​ — ​ 0.7 ​ Long-term GAAP tax rate ​ 26.3 % 23.5 % 19.8 % ​ ​ ​ ​ ​ ​ ​ ​ Rate impact items ​ ​ Stock based compensation ​ (3.1) % (2.5) % (1.4) % Other ​ (1.7) 1.0 2.1 ​ Total rate impact items ​ (4.8) % (1.5) % 0.7 % Non-GAAP adjusted tax rate ​ 21.5 % 22.0 % 20.5 % ​ Refer to Note 12 for additional discussion relating to the change in discrete tax items between fiscal 2025 and fiscal 2024. LIQUIDITY AND CAPITAL RESOURCES Cash, cash equivalents and available-for-sale investments at June 30, 2025 were $162.2 million compared to $152.9 million at June 30, 2024. Included in the available-for-sale investments were certificates of deposit that have contractual maturity dates within one year of $1.1 million as of June 30, 2024. There were no certificiates of deposit as of June 30, 2025. At June 30, 2025, approximately 34% of the Company’s cash and cash equivalent account balances of $55.2 million were located in the U.S., with the remainder located in primarily in Canada, China, the U.K. and other European countries. At June 30, 2025, we had $346.0 million in borrowings under the revolving credit facility, resulting in $654.0 million of unutilized availability under our revolving credit facility. The Company has either paid U.S. taxes on its undistributed foreign earnings or intends to indefinitely reinvest the undistributed earnings in the foreign operations or expects the earnings will be remitted in a tax neutral transaction. Management of the Company expects to be able to meet its cash and working capital requirements for operations, facility expansion, capital additions, and cash dividends for the foreseeable future, and at least the next 12 months, through currently available funds, including funds available through our line-of-credit and cash generated from operations. Future acquisition strategies may or may not require additional borrowings under the line-of-credit facility or other outside sources of funding. Cash Flows From Operating Activities The Company generated cash from operations of $287.6 million, $299.0 million, and $254.4 million in fiscal 2025, 2024, and 2023, respectively. The decrease in cash generated from operating activities in fiscal 2025 as compared to fiscal 2024 was mainly a result of changes in the timing of cash payments on certain operating assets and liabilities. The increase in cash generated from operating activities in fiscal 2024 as compared to fiscal 2023 was mainly a result of changes in the timing of cash payments on certain operating assets and liabilities. Cash Flows From Investing Activities We continue to make investments in our business, including capital expenditures to enable revenue growth. 40 Table of Contents During fiscal 2024, the Company acquired Lunaphore for $169.7 million in cash-free, debt-free acquisition. During fiscal 2023, the Company acquired Namocell for $101.2 million, net of cash acquired. There were no acquisitions in fiscal 2025. During fiscal 2025, the Company invested $15.0 million into Spear Bio. Additionally in fiscal 2025, the Company received $2.4 million from the sale of assets held-for-sale. There were no comparable activities in fiscal 2024 and 2023. During the first fiscal quarter of 2023, the Company sold its remaining shares in Eminence, its partially-owned consolidated subsidiary, for $17.8 million. There were no sales of businesses in fiscal 2025 or 2024. In the first fiscal quarter of 2023, the Company sold its remaining shares in its investment in CCXI for $73.2 million. There were no comparable activities in fiscal 2025 and 2024. The Company’s net proceeds from the purchase, sale and maturity of available-for-sale investments in fiscal 2025, 2024, and 2023 were $1.1 million, $22.6 million, and $14.7 million, respectively. During fiscal 2025, the Company’s proceeds in available-for-sale investments relates to our certificates of deposits maturing. During fiscal 2024, the Company’s proceeds in available-for-sale investments relates to the sale of our exchange traded investment grade bond funds. The proceeds during fiscal 2023 relates to the sale of excess cash in certificates of deposit that matured. The Company’s investment policy is to place excess cash in certificates of deposit with the objective of obtaining the highest possible return while minimizing risk and keeping the funds accessible. Capital additions in fiscal 2025, 2024, and 2023 were $31.0 million, $62.9 million, and $38.2 million. Fiscal 2025 capital expenditures related to investments in new buildings, machinery, construction in progress, and IT equipment. Fiscal 2024 capital expenditures related to investments in new buildings, machinery, construction in progress, and IT equipment. Fiscal 2023 capital expenditures related to investments in new buildings, machinery, and IT equipment. Capital additions planned for fiscal 2026 are approximately $42 million and are expected to be financed through currently available cash and cash generated from operations. During fiscal 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 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 June 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. During fiscal 2025 and 2024, the Company received distributions from Wilson Wolf of $7.3 million and $7.0 million, repectively. Cash Flows From Financing Activities In fiscal 2025, 2024, and 2023, the Company paid cash dividends of $50.4 million, $50.4 million, $50.3 million, respectively. The Board of Directors periodically considers the payment of cash dividends. The Company received $51.7 million, $60.9 million, $29.8 million, for the exercise of options for 1,209,000, 2,240,000, and 1,578,000 shares of common stock in fiscal 2025, 2024 and 2023, respectively. During fiscal 2025, 2024, and 2023, the Company repurchased $275.7 million, $80.0 million, and $19.6 million, respectively, in share repurchases included as a cash outflow within Financing Activities. During fiscal 2025, 2024, and 2023, the Company drew $104.0 million, $225.0 million, and $619.7 million, respectively, under its revolving line-of-credit facility. Repayments of $77.0 million, $256.0 million, and $525.7 million were made on its line-of-credit in fiscal 2025, 2024, and 2023, respectively. During fiscal 2025, 2024 and 2023, the Company paid $6.5 million, $21.9 million and $28.9 million, respectively, for taxes remitted on behalf of participants in net share settlement transactions, restricted stock, and restricted stock units. 41 Table of Contents The other financing activity during fiscal 2023 is primarily related to fees for the amended Credit Agreement that occurred in the first fiscal quarter. There was no comparable activity in fiscal 2025 or fiscal 2024. CRITICAL ACCOUNTING POLICIES Management’s discussion and analysis of the Company’s financial condition and results of operations are based upon the Company’s Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management evaluates its estimates. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The Company has identified the policies outlined below as critical to its business operations and an understanding of results of operations. The listing is not intended to be a comprehensive list of all accounting policies; investors should also refer to Note 1 to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K. Business Combinations We allocate the purchase price of acquired businesses to the estimated fair values of the assets acquired and liabilities assumed as of the date of the acquisition. The calculations used to determine the fair value of the long-lived assets acquired, primarily intangible assets, can be complex and require significant judgment. We weigh many factors when completing these estimates including, but not limited to, the nature of the acquired company’s business; its competitive position, strengths, and challenges; its historical financial position and performance; estimated customer retention rates; discount rates; and future plans for the combined entity. We may also engage independent valuation specialists, when necessary, to assist in the fair value calculations for significant acquired long-lived assets. The fair value of acquired technology is generally the primary asset identified and therefore estimated using the multi-period excess earnings method. The multi-period excess earnings method model estimates revenues and cash flows derived from the primary asset and then deducts portions of the cash flow that can be attributed to supporting assets, such as trade names and in-process research and development, that contributed to the generation of the cash flows. The resulting cash flow, which is attributable solely to the primary asset acquired, is then discounted at a rate of return commensurate with the risk of the asset to calculate a present value. The trade name fair value is generally calculated using the relief from royalty method, which calculates the cost savings associated with owning rather than licensing the technology. Assumed royalty rates are applied to the projected revenues for the remaining useful life of the technology to estimate the royalty savings. In-process research and development assets are valued using the multi-period excess earnings method when the cash flows from the in-process research and development assets are separately identifiable from the primary asset. In circumstances that customer relationship assets are identified that are not the primary asset, they are valued using the distributor model income approach, which isolates revenues and cash flow associated with the sales and distribution function of the entity and attributable to customer-related assets, which are then discounted at a rate of return commensurate with the risk of the asset to calculate a present value. We estimate the fair value of liabilities for contingent consideration by discounting to present value the probability weighted contingent payments expected to be made. For potential payments related to financial performance based milestones, projected revenue and/or EBITDA amounts, volatility and discount rates assumptions are included in the estimated amounts. For potential payments related to product development milestones, the fair value is based on the probability of achievement of such milestones. The excess of the purchase price over the estimated fair value of the net assets acquired is recorded as goodwill. Goodwill is not amortized, but is subject to impairment testing on at least an annual basis. We are also required to estimate the useful lives of the acquired intangible assets, which determines the amount of acquisition-related amortization expense we will record in future periods. Each reporting period, we evaluate the remaining 42 Table of Contents useful lives of our amortizable intangibles to determine whether events or circumstances warrant a revision to the remaining period of amortization. While we use our best estimates and assumptions, our fair value estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Any adjustments required after the measurement period are recorded in the Consolidated Statements of Earnings. The judgments required in determining the estimated fair values and expected useful lives assigned to each class of assets and liabilities acquired can significantly affect net income. For example, different classes of assets will have useful lives that differ. Consequently, to the extent a longer-lived asset is ascribed greater value than a shorter-lived asset, net income in a given period may be higher. Additionally, assigning a lower value to amortizable intangibles would result in a higher amount assigned to goodwill. As goodwill is not amortized, this would benefit net income in a given period, although goodwill is subject to annual impairment analysis. Impairment of Goodwill Goodwill Goodwill was $980.9 million as of June 30, 2025, which represented 38% of total assets. Goodwill is tested for impairment on an annual basis in the fourth quarter of each year, or more frequently if events occur or circumstances change that could indicate a possible impairment. To analyze goodwill for impairment, we must assign our goodwill to individual reporting units. Identification of reporting units includes an analysis of the components that comprise each of our operating segments, which considers, among other things, the manner in which we operate our business and the availability of discrete financial information. Components of an operating segment are aggregated to form one reporting unit if the components have similar economic characteristics. We periodically review our reporting units to ensure that they continue to reflect the manner in which we operate our business. The Company tests goodwill for impairment by either performing a qualitative evaluation or a quantitative test. The qualitative evaluation for goodwill is an assessment of factors including reporting unit specific operating results as well as industry and market conditions, overall financial performance, and other relevant events and factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. The Company may elect to bypass the qualitative assessment for its reporting units and perform a quantitative test. The quantitative impairment test requires us to estimate the fair value of our reporting units based on the income approach. The income approach is a valuation technique under which we estimate future cash flows using the reporting unit’s financial forecast from the perspective of an unrelated market participant. Using historical trending and internal forecasting techniques, we project revenue and apply our fixed and variable cost experience rate to the projected revenue to arrive at the future cash flows. A terminal value is then applied to the projected cash flow stream. Future estimated cash flows are discounted to their present value to calculate the estimated fair value. The discount rate used is the value-weighted average of our estimated cost of capital derived using both known and estimated customary market metrics. In determining the estimated fair value of a reporting unit, we are required to estimate a number of factors, including projected operating results, terminal growth rates, economic conditions, anticipated future cash flows, the discount rate and the allocation of shared or corporate items. For fiscal 2025, we elected to perform a quantitative analysis for all five reporting units. The Company determined, after performing the quantitative analysis, there was no evidence that it is more likely than not that the fair value was less than the carrying amounts. During the fourth quarter of fiscal 2025, as part of restructuring actions, certain assets and liabilities associated with a disposal group in our Diagnostics and Spatial Biology segment were classified as held-for-sale as of May 31, 2025. Given the upcoming divestiture, the Company identified a triggering event and performed impairment testing during May 2025. The impairment test resulted in a total impairment charge of $83.1 million, which includes the allocated goodwill, which we have further described within Note 14. The Company did not identify any additional triggering events 43 Table of Contents after our annual goodwill impairment analysis through June 30, 2025, the date of our Consolidated Balance Sheets, that would require an additional goodwill impairment assessment to be performed. For fiscal 2024, we elected to perform a qualitative analysis for all five reporting units. The Company determined, after performing the qualitative analysis, there was no evidence that it is more likely than not that the fair value was less than the carrying amounts, therefore, it was not necessary to perform a quantitative impairment test in fiscal 2024. During the second quarter of fiscal 2024, as part of restructuring actions, certain assets and liabilities associated with a disposal group in our Protein Sciences segment were classified as held-for-sale as of December 31, 2023. Given the upcoming divestiture, the Company identified a triggering event and performed impairment testing during the second half of fiscal 2024. The impairment test resulted in a total impairment charge of $22.0 million, which includes the allocated goodwill, which we have further described within Note 14. The Company did not identify any triggering events after our annual goodwill impairment analysis through June 30, 2024, the date of our Consolidated Balance Sheets, that would require an additional goodwill impairment assessment to be performed. For fiscal 2023, we elected to perform a qualitative analysis for all five reporting units. The Company determined, after performing the qualitative analysis, there was no evidence that it was more likely than not that the fair value was less than the carrying amounts, therefore, it was not necessary to perform a quantitative impairment test in fiscal 2023. The Company did not identify any triggering events after our annual goodwill impairment analysis through June 30, 2023, the date of our Consolidated Balance Sheets, that would require an additional goodwill impairment assessment to be performed. NEW ACCOUNTING PRONOUNCEMENTS Information regarding the accounting policies adopted during fiscal 2025 and those not yet adopted can be found under caption “Note 1: Description of Business and Summary of Significant Accounting Policies” of the Notes to the Consolidated Financial Statements appear in Item 8 of this report. SUBSEQUENT EVENTS On August 5, 2025, the Company announced the execution of a definitive agreement to sell the Exosome Diagnostics business for $15 million including $5 million of stock of the acquiring company at closing with the remainder received over the following four years. The transaction is expected to close during the first quarter of fiscal 2026. NON-GAAP FINANCIAL MEASURES This Annual Report on Form 10-K, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7, contains financial measures that have not been calculated in accordance with accounting principles generally accepted in the U.S. (GAAP). These non-GAAP measures include: ● Organic growth ● Adjusted gross margin ● Adjusted operating margin ● Adjusted net earnings ● Adjusted effective tax rate ​ We provide these measures as additional information regarding our operating results. We use these non-GAAP measures internally to evaluate our performance and in making financial and operational decisions, including with respect to incentive compensation. We believe that our presentation of these measures provides investors with greater transparency with respect to our results of operations and that these measures are useful for period-to-period comparison of results. 44 Table of Contents 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 2025 and 2024 due to the sale of Eminence in the first quarter of fiscal 2023. Revenue from partially-owned consolidated subsidiaries was $2.0 million for fiscal 2023. Our non-GAAP financial measures for adjusted gross margin, adjusted operating margin, and adjusted net earnings, in total and on a per share basis, exclude stock-based compensation, which is inclusive of the employer portion of payroll taxes on those stock awards, the costs recognized upon the sale of acquired inventory, amortization of acquisition intangibles, restructuring and restructuring-related costs, and other non-recurring items including non-recurring costs, goodwill and long-lived asset impairments, and gains. Stock-based compensation is excluded from non-GAAP adjusted net earnings because of the nature of this charge, specifically the varying available valuation methodologies, subjection assumptions, variety of award types, and unpredictability of amount and timing of employer related tax obligations. The Company excludes amortization of purchased intangible assets, purchase accounting adjustments, including costs recognized upon the sale of acquired inventory and acquisition-related expenses inclusive of the changes in fair value contingent consideration, and other non-recurring items including gains or losses on goodwill and long-lived asset impairment charges, and one-time assessments from this measure because they occur as a result of specific events, and are not reflective of our internal investments, the costs of developing, producing, supporting and selling our products, and the other ongoing costs to support our operating structure. 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. Costs related to restructuring and restructuring-related activities, including reducing overhead and consolidating facilities, are excluded because we believe they are not indicative of our normal operating costs. Additionally, these amounts can vary significantly from period to period based on current activity. The Company also excludes revenue and expense attributable to partially-owned consolidated subsidiaries as well as revenue and expense attributable to businesses held-for-sale in the calculation of our non-GAAP financial measures. 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, gain and losses from investments, as they are not part of our day-to-day operating decisions (excluding our equity method investment in Wilson Wolf as it is certain to be acquired in the future), certain adjustments to income tax expense, and other non-recurring items including certain costs related to the transition to a new CEO. Additionally, gains and losses from investments that are either isolated or cannot be expected to occur again with any predictability are excluded. The Company independently calculates a non-GAAP adjusted tax rate to be applied to the identified non-GAAP adjustments considering the impact of discrete items on these adjustments and the jurisdictional mix of the adjustments. In addition, the tax impact of other discrete and non-recurring charges which impact our reported GAAP tax rate are adjusted from net earnings. We believe these tax items can significantly affect the period-over-period assessment of operating results and not necessarily reflect costs and/or income associated with historical trends and future results. The Company periodically reassesses the components of our non-GAAP adjustments for changes in how we evaluate our performance, changes in how we make financial and operational decisions, and considers the use of these measures by our competitors and peers to ensure the adjustments are still relevant and meaningful. 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 the most directly comparable GAAP financial measures provided within the Company’s Consolidated Financial Statements. ​ 45 Table of Contents ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company operates internationally, and thus is subject to potentially adverse movements in foreign currency exchange rates. Approximately 32% of the Company’s consolidated net sales in fiscal 2025 were made in foreign currencies, including 15% in euro, 4% in British pound sterling, 5% in Chinese yuan, 3% in Canadian dollars, 1% in Swiss francs, and the remaining 4% in other currencies. The Company is exposed to market risk primarily from foreign exchange rate fluctuations of the euro, British pound sterling, Chinese yuan, Canadian dollar, and Swiss franc as compared to the U.S. dollar as the financial position and operating results of the Company’s foreign operations are translated into U.S. dollars for consolidation. Month-end exchange rates between the euro, British pound sterling, Chinese yuan, Canadian dollar, Swiss franc and the U.S. dollar, which have not been weighted for actual sales volume in the applicable months in the periods, were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ ​ 2025 ​ 2024 ​ 2023 Euro ​ ​ ​ ​ ​ ​ ​ ​ High ​ $ 1.17 ​ $ 1.10 ​ $ 1.10 Low ​ 1.04 ​ 1.06 ​ 0.98 Average ​ 1.09 ​ 1.08 ​ 1.05 British pound sterling ​ ​ ​ ​ ​ ​ High ​ $ 1.37 ​ $ 1.29 ​ $ 1.27 Low ​ 1.24 ​ 1.22 ​ 1.11 Average ​ 1.30 ​ 1.26 ​ 1.21 Chinese yuan ​ ​ ​ ​ ​ ​ High ​ $ 0.14 ​ $ 0.14 ​ $ 0.15 Low ​ 0.14 ​ 0.14 ​ 0.14 Average ​ 0.14 ​ 0.14 ​ 0.14 Canadian dollar ​ ​ ​ ​ ​ ​ ​ ​ ​ High ​ $ 0.74 ​ $ 0.76 ​ $ 0.78 Low ​ 0.69 ​ 0.72 ​ 0.73 Average ​ 0.72 ​ 0.74 ​ 0.74 Swiss franc ​ ​ ​ ​ ​ ​ ​ ​ ​ High ​ $ 1.26 ​ $ 1.19 ​ $ 1.12 Low ​ 1.10 ​ 1.09 ​ 1.00 Average ​ 1.16 ​ 1.13 ​ 1.07 ​ The Company’s exposure to foreign exchange rate fluctuations also arises from trade receivables and intercompany payables denominated in one currency in the financial statements, but receivable or payable in another currency. The Company does not enter into foreign currency forward contracts to reduce its exposure to foreign currency rate changes on forecasted intercompany sales transactions or on intercompany foreign currency denominated balance sheet positions. Foreign currency transaction gains and losses are included in Other non-operating (income) expense, net in the Consolidated Statements of Earnings and Comprehensive Income. The effect of translating net assets of foreign subsidiaries into U.S. dollars are recorded on the Consolidated Balance Sheets as part of Accumulated other comprehensive loss. The effects of a hypothetical simultaneous 10% appreciation in the U.S. dollar from June 30, 2025 levels against the euro, British pound sterling, Chinese yuan, Canadian dollar and Swiss francs are as follows (in thousands): ​ ​ ​ ​ Decrease in translation of earnings of foreign subsidiaries $ 4,166 Decrease in translation of net assets of foreign subsidiaries ​ 60,580 Additional transaction gain ​ (698) 46 Table of Contents ​ ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Index of Consolidated Financial Statements ​ ​ ​ Page Reports of Independent Registered Public Accounting Firm 48 Consolidated Statements of Earnings and Comprehensive Income for the years ended June 30 2025, 2024, and 2023 51 Consolidated Balance Sheets as of June 30, 2025 and 2024 52 Consolidated Statements of Shareholders’ Equity for the years ended June 30, 2025, 2024, and 2023 53 Consolidated Statements of Cash Flows for the years ended June 30, 2025, 2024, and 2023 54 Notes to Consolidated Financial Statements ​ Note 1. Description of Business and and Summary of Significant Accounting Policies 55 Note 2. Revenue Recognition 61 Note 3. Supplemental Balance Sheet and Cash Flow Information 62 Note 4. Acquisitions 64 Note 5. Fair Value Measurements 67 Note 6. Debt and Other Financing Arrangements 70 Note 7. Leases 70 Note 8. Supplemental Equity and Accumulated Other Comprehensive Income (Loss) Information 72 Note 9. Earnings Per Share 74 Note 10. Share-based Compensation and Other Benefit Plans 74 Note 11. Other Income/(Expense) 77 Note 12. Income Taxes 77 Note 13. Segment Information 80 Note 14. Restructurings 83 Note 15. Subsequent Events 87 ​ ​ ​ ​ 47 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors Bio-Techne Corporation: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Bio-Techne Corporation and subsidiaries (the Company) as of June 30, 2025 and June 30, 2024, the related consolidated statements of earnings and comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended June 30, 2025, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2025 and June 30, 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended June 30, 2025, in conformity with U.S. generally accepted accounting principles. ​ We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of June 30, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated August 22, 2025 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. ​ Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. ​ We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. ​ Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. ​ Sufficiency of audit evidence over net sales ​ As discussed in Note 2 to the Company’s consolidated financial statements, the Company recognizes revenue for sales of consumables and instruments at a point in time following the transfer of control of such products to the customer. The Company recorded $1,219.6 million of net sales for the year ended June 30, 2025. ​ 48 Table of Contents We identified the evaluation of the sufficiency of audit evidence over net sales as a critical audit matter. Evaluating the sufficiency of audit evidence obtained required especially subjective auditor judgment because of the dispersion of the Company’s net sales generating activities across locations. This included determining the Company locations at which procedures were performed. ​ The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed over net sales, including the determination of the Company locations at which those procedures were to be performed. At each Company location where procedures were performed, we evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s net sales processes, including the Company’s controls over the accurate recording of sales amounts. We 1) performed software-assisted data analyses to test the relationships among certain sales transactions and 2) assessed the recorded net sales for a selection of transactions by comparing the amounts recognized for consistency with underlying documentation, including contracts with customers, shipping documentation, customer acceptance, and payments. ​ We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed, including the nature and extent of such evidence. ​ /s/ KPMG LLP We have served as the Company’s auditor since 2002. ​ Minneapolis, Minnesota ​ August 22, 2025 ​ ​ ​ 49 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors Bio-Techne Corporation: Opinion on Internal Control Over Financial Reporting We have audited Bio-Techne Corporation and subsidiaries' (the Company) internal control over financial reporting as of June 30, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of June 30, 2025 and 2024, the related consolidated statements of earnings and comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended June 30, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated August 22, 2025 expressed an unqualified opinion on those consolidated financial statements. ​ Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Controls and Procedures. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintain ed in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. ​ Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. ​ /s/ KPMG LLP Minneapolis, Minnesota ​ August 22, 2025 ​ ​ 50 Table of Contents CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME Bio-Techne Corporation and Subsidiaries (in thousands, except per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ ​ 2025 ​ 2024 ​ 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales ​ $ 1,219,635 ​ $ 1,159,060 ​ $ 1,136,702 Cost of sales ​ 429,363 ​ 389,335 ​ 366,887 Gross margin ​ 790,272 ​ 769,725 ​ 769,815 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating expenses: ​ ​ ​ Selling, general and administrative ​ 588,521 ​ 466,375 ​ 378,378 Research and development ​ 99,496 ​ 96,664 ​ 92,493 Total operating expenses ​ 688,017 ​ 563,039 ​ 470,871 Operating income ​ 102,255 ​ 206,686 ​ 298,944 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense) ​ ​ ​ ​ ​ ​ ​ Interest expense ​ ( 8,509 ) ​ ( 15,736 ) ​ ( 11,215 ) Interest income ​ 3,886 ​ 3,323 ​ 3,410 Other non-operating income (expense), net ​ 831 ​ ( 8,584 ) ​ 47,520 Total other income (expense), net ​ ( 3,792 ) ​ ( 20,997 ) ​ 39,715 Earnings before income taxes ​ 98,463 ​ 185,689 ​ 338,659 Income taxes ​ 25,063 ​ 17,584 ​ 53,217 Net earnings ​ ​ 73,400 ​ $ 168,105 ​ $ 285,442 Net earnings attributable to noncontrolling interest ​ ​ — ​ ​ — ​ ​ 179 Net earnings attributable to Bio-Techne ​ $ 73,400 ​ ​ 168,105 ​ ​ 285,263 Other comprehensive income (loss): ​ ​ ​ Foreign currency translation income (loss) ​ 24,002 ​ ( 7,492 ) ​ 4,191 Foreign currency translation reclassified to earnings with Eminence deconsolidation ​ ​ — ​ ​ — ​ ​ 119 Unrealized gains (losses) on derivative instruments - cash flow hedges, net of tax ​ ( 5,566 ) ​ ( 4,760 ) ​ 4,793 Other comprehensive income (loss) ​ 18,436 ​ ( 12,252 ) ​ 9,103 Other comprehensive income (loss) attributable to noncontrolling interest ​ — ​ — ​ ( 33 ) Other comprehensive income (loss) attributable to Bio-Techne ​ 18,436 ​ ( 12,252 ) ​ 9,136 Comprehensive income ​ $ 91,836 ​ $ 155,853 ​ $ 294,399 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings per share: ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ 0.47 ​ $ 1.07 ​ $ 1.81 Diluted ​ $ 0.46 ​ $ 1.05 ​ $ 1.76 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average common shares outstanding: ​ ​ ​ Basic ​ 157,521 ​ 157,708 ​ 157,179 Diluted ​ 159,717 ​ 160,774 ​ 161,855 ​ See Notes to Consolidated Financial Statements. ​ 51 Table of Contents CONSOLIDATED BALANCE SHEETS Bio-Techne Corporation and Subsidiaries (in thousands, except share and per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ 2025 ​ 2024 ASSETS ​ ​ Current assets: ​ ​ Cash and cash equivalents ​ $ 162,186 ​ $ 151,791 Short-term available-for-sale investments ​ — ​ 1,072 Accounts receivable, less allowances of $ 4,215 and $ 4,386 , respectively ​ 206,876 ​ 241,394 Inventories ​ 189,446 ​ 179,731 Current assets held-for-sale ​ ​ 12,332 ​ ​ 9,773 Other current assets ​ 37,460 ​ 33,658 Total current assets ​ 608,300 ​ 617,419 ​ ​ ​ ​ ​ ​ ​ Property and equipment, net ​ 245,719 ​ 251,154 Right-of-use assets ​ 73,399 ​ 91,285 Goodwill ​ 980,935 ​ 972,663 Intangible assets, net ​ 365,599 ​ 507,081 Deferred tax asset ​ ​ 10,307 ​ ​ — Other assets ​ 273,609 ​ 264,265 Total assets ​ $ 2,557,868 ​ $ 2,703,867 LIABILITIES AND SHAREHOLDERS’ EQUITY ​ ​ Current liabilities: ​ ​ Trade accounts payable ​ $ 25,311 ​ $ 37,968 Salaries, wages and related accruals ​ 65,791 ​ 49,818 Accrued expenses ​ 25,663 ​ 24,886 Contract liabilities ​ 32,571 ​ 27,930 Income taxes payable ​ 10,770 ​ 3,706 Operating lease liabilities - current ​ 14,098 ​ 12,920 Other current liabilities ​ 1,645 ​ 2,151 Total current liabilities ​ 175,849 ​ 159,379 ​ ​ ​ ​ ​ ​ ​ Deferred income taxes ​ 6,169 ​ 55,863 Long-term debt obligations ​ 346,000 ​ 319,000 Operating lease liabilities ​ 83,960 ​ 87,618 Other long-term liabilities ​ 27,082 ​ 13,157 ​ ​ ​ Shareholders’ equity: ​ ​ ​ ​ ​ ​ Undesignated capital stock, no par; authorized 5,000,000 shares; none issued or outstanding ​ — ​ — Common stock, par value $ .01 per share; authorized 400,000,000 ; issued and outstanding 154,972,196 and 158,216,258 , respectively ​ 1,550 ​ 1,582 Additional paid-in capital ​ 911,089 ​ 820,337 Retained earnings ​ 1,066,049 ​ 1,325,247 Accumulated other comprehensive loss ​ ( 59,880 ) ​ ( 78,316 ) Total shareholders’ equity ​ 1,918,808 ​ 2,068,850 Total liabilities and shareholders’ equity ​ $ 2,557,868 ​ $ 2,703,867 ​ ​ See Notes to Consolidated Financial Statements. ​ 52 Table of Contents CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY Bio-Techne Corporation and Subsidiaries (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ Other ​ ​ ​ ​ ​ ​ ​ ​ Common Stock ​ Paid-in ​ Retained ​ Comprehensive ​ Noncontrolling ​ ​ ​ ​ ​ Shares ​ Amount ​ Capital ​ Earnings ​ Income (Loss) ​ Interest ​ Total Balances at June 30, 2022 156,644 ​ $ 1,566 ​ $ 652,467 ​ $ 1,122,937 ​ $ ( 75,200 ) ​ $ ( 759 ) ​ $ 1,701,011 Reclassification of cumulative translation adjustment for Eminence to non-operating income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 152 ​ ​ ( 33 ) ​ ​ 119 Elimination of noncontrolling equity interest from sale of Eminence ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 613 ​ ​ 613 Net earnings ​ ​ ​ ​ ​ ​ ​ ​ 285,263 ​ ​ ​ ​ 179 ​ 285,442 Other comprehensive income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 8,984 ​ ​ ​ 8,984 Share repurchases ( 222 ) ​ ( 2 ) ​ ​ ​ ( 19,560 ) ​ ​ ​ ​ ​ ​ ( 19,562 ) Common stock issued for exercise of options 1,083 ​ 10 ​ 24,942 ​ ( 22,163 ) ​ ​ ​ ​ ​ ​ 2,789 Common stock issued for restricted stock awards 63 ​ 1 ​ ( 1 ) ​ ( 6,731 ) ​ ​ ​ ​ ​ ​ ( 6,731 ) Cash dividends ​ ​ ​ ​ ​ ​ ​ ​ ( 50,285 ) ​ ​ ​ ​ ​ ​ ( 50,285 ) Stock-based compensation expense ​ ​ ​ ​ ​ 38,315 ​ ​ ​ ​ ​ ​ ​ ​ 38,315 Common stock issued to employee stock purchase plan 74 ​ 1 ​ 4,905 ​ ​ ​ ​ ​ ​ ​ ​ 4,906 Employee stock purchase plan expense ​ ​ ​ ​ ​ 915 ​ ​ ​ ​ ​ ​ ​ ​ 915 Balances at June 30, 2023 157,642 ​ $ 1,576 ​ $ 721,543 ​ $ 1,309,461 ​ $ ( 66,064 ) ​ $ — ​ $ 1,966,516 Net earnings ​ ​ ​ ​ ​ ​ ​ ​ ​ 168,105 ​ ​ ​ ​ ​ ​ ​ 168,105 Other comprehensive loss ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 12,252 ) ​ ​ ​ ​ ( 12,252 ) Share repurchases ( 1,397 ) ​ ​ ( 14 ) ​ ​ ​ ​ ​ ( 80,028 ) ​ ​ ​ ​ ​ ​ ​ ( 80,042 ) Common stock issued for exercise of options 1,811 ​ ​ 18 ​ ​ 56,409 ​ ​ ( 16,534 ) ​ ​ ​ ​ ​ ​ ​ 39,893 Common stock issued for restricted stock awards 91 ​ ​ 1 ​ ​ ( 1 ) ​ ​ ( 5,338 ) ​ ​ ​ ​ ​ ​ ​ ( 5,338 ) Cash dividends ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 50,419 ) ​ ​ ​ ​ ​ ​ ​ ( 50,419 ) Stock-based compensation expense ​ ​ ​ ​ ​ ​ 37,136 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 37,136 Common stock issued to employee stock purchase plan 69 ​ ​ 1 ​ ​ 4,344 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4,345 Employee stock purchase plan expense ​ ​ ​ ​ ​ ​ 906 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 906 Balances at June 30, 2024 158,216 ​ $ 1,582 ​ $ 820,337 ​ $ 1,325,247 ​ $ ( 78,316 ) ​ $ — ​ $ 2,068,850 Net earnings ​ ​ ​ ​ ​ ​ ​ ​ ​ 73,400 ​ ​ ​ ​ ​ ​ ​ ​ 73,400 Other comprehensive income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 18,436 ​ ​ ​ ​ ​ 18,436 Share repurchases ( 4,550 ) ​ ​ ( 45 ) ​ ​ ( 1,807 ) ​ ​ ( 275,686 ) ​ ​ ​ ​ ​ ​ ​ ​ ( 277,538 ) Common stock issued for exercise of options 1,138 ​ ​ 11 ​ ​ 47,258 ​ ​ ( 2,358 ) ​ ​ ​ ​ ​ ​ ​ ​ 44,911 Common stock issued for restricted stock awards 90 ​ ​ 1 ​ ​ ( 1 ) ​ ​ ( 4,163 ) ​ ​ ​ ​ ​ ​ ​ ​ ( 4,163 ) Cash dividends ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 50,391 ) ​ ​ ​ ​ ​ ​ ​ ​ ( 50,391 ) Stock-based compensation expense ​ ​ ​ ​ ​ ​ 40,008 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 40,008 Common stock issued to employee stock purchase plan 78 ​ ​ 1 ​ ​ 4,469 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4,470 Employee stock purchase plan expense ​ ​ ​ ​ ​ ​ 825 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 825 Balances at June 30, 2025 154,972 ​ $ 1,550 ​ $ 911,089 ​ $ 1,066,049 ​ $ ( 59,880 ) ​ $ — ​ $ 1,918,808 ​ See Notes to Consolidated Financial Statements. ​ 53 Table of Contents CONSOLIDATED STATEMENTS OF CASH FLOWS Bio-Techne Corporation and Subsidiaries (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ ​ 2025 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES: ​ ​ ​ ​ Net earnings ​ $ 73,400 $ 168,105 $ 285,442 Adjustments to reconcile net earnings to net cash provided by operating activities: ​ ​ Depreciation and amortization ​ 109,903 111,711 107,238 Costs recognized on sale of acquired inventory ​ 751 729 400 Deferred income taxes ​ ( 51,107 ) ( 39,447 ) ( 29,567 ) Stock-based compensation expense ​ 40,833 38,042 39,230 Fair value adjustment to contingent consideration payable ​ — ( 3,500 ) ( 12,100 ) Gain on sale of CCXI investment ​ — — ( 37,176 ) (Gain) Loss on equity method investment ​ ​ ( 938 ) ​ 6,841 ​ 1,143 Asset impairment restructuring ​ ​ 21,312 ​ 2,634 ​ — Gain on sale of Eminence ​ ​ — ​ — ​ ( 11,682 ) Leases, net ​ 685 1,708 2,059 Impairment of assets held-for-sale ​ ​ 80,503 ​ 21,963 ​ — Other operating activity ​ 675 301 ( 17 ) Change in operating assets and operating liabilities, net of acquisition: ​ ​ ​ Trade accounts and other receivables, net ​ 34,132 ( 20,533 ) ( 20,867 ) Inventories ​ ( 18,144 ) ( 14,215 ) ( 30,167 ) Prepaid expenses ​ ( 14,372 ) ( 3,146 ) ( 4,585 ) Trade accounts payable, accrued expenses, contract liabilities, and other ​ ( 13,954 ) 25,769 ( 7,908 ) Salaries, wages and related accruals ​ 15,408 12,618 ( 24,558 ) Income taxes receivable ​ 8,469 ( 10,599 ) ( 2,492 ) Net cash provided by (used in) operating activities ​ 287,556 298,981 254,393 ​ ​ ​ ​ ​ ​ ​ ​ CASH FLOWS FROM INVESTING ACTIVITIES: ​ ​ Proceeds from sale of available-for-sale investments ​ 1,085 28,083 35,236 Purchases of available-for-sale investments ​ — ( 5,526 ) ( 20,500 ) Proceeds from sale of CCXI investment ​ ​ — ​ — ​ 73,219 Additions to property and equipment ​ ( 31,006 ) ( 62,877 ) ( 38,244 ) Acquisitions, net of cash acquired ​ — ( 169,707 ) ( 101,184 ) Distributions from (Investments in) Wilson Wolf ​ ​ 7,291 ​ 6,997 ( 232,000 ) Proceeds from sale of Eminence ​ ​ — ​ — ​ 17,824 Investment in Spear Bio ​ ​ ( 15,000 ) ​ — ​ — Proceeds from sale of assets held-for-sale ​ ​ 2,447 ​ — ​ — Net cash provided by (used in) investing activities ​ ( 35,183 ) ( 203,030 ) ( 265,649 ) ​ ​ ​ ​ ​ ​ ​ ​ CASH FLOWS FROM FINANCING ACTIVITIES: ​ Cash dividends ​ ( 50,391 ) ( 50,419 ) ( 50,285 ) Proceeds from stock option exercises ​ 51,739 60,935 29,813 Re-purchases of common stock ​ ( 275,731 ) ( 80,042 ) ( 19,562 ) Borrowings under line-of-credit agreement ​ 104,000 225,000 619,661 Repayments of long-term debt ​ ( 77,000 ) ( 256,000 ) ( 525,661 ) Taxes paid on RSUs and net share settlements ​ ​ ( 6,522 ) ​ ( 21,872 ) ​ ( 28,893 ) Other financing activity ​ ​ — ​ — ​ ( 2,457 ) Net cash provided by (used in) financing activities ​ ( 253,905 ) ( 122,398 ) 22,616 ​ ​ ​ ​ ​ ​ ​ ​ Effect of exchange rate changes on cash and cash equivalents ​ 11,927 ( 2,333 ) ( 3,356 ) Net change in cash and cash equivalents ​ 10,395 ( 28,780 ) 8,004 Cash and cash equivalents at beginning of period ​ 151,791 180,571 172,567 Cash and cash equivalents at end of period ​ $ 162,186 $ 151,791 $ 180,571 ​ See Notes to Consolidated Financial Statements. 54 Table of Contents NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Bio-Techne Corporation and Subsidiaries Years ended June 30, 2025, 2024 and 2023 Note  1.  Description of Business and Summary of Significant Accounting Policies: Description of business: Bio-Techne and its subsidiaries, collectively doing business as Bio-Techne Corporation (the Company), develop, manufacture and sell life science 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. At the 2022 annual meeting of shareholders of the Company held on October 27, 2022, the shareholders approved an amendment and restatement of the Company’s articles of incorporation to increase the number of authorized shares of the Company’s common stock from 100,000,000 to 400,000,000 . On November 1, 2022, the Company’s Board of Directors approved and declared a four -for-one split of the Company’s common stock in the form of a stock dividend. Each stockholder of record on November 14, 2022 received three additional shares of common stock for each then-held share, which were distributed after close of trading on November 29, 2022. All share and per share amounts presented herein have been retroactively adjusted to reflect the impact of the stock split. Use of estimates: The preparation of Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the Consolidated Financial Statements, and the reported amounts of revenues and expenses during the reporting period. These estimates include the valuation of accounts receivable, available-for-sale investments, inventory, intangible assets, contingent consideration, stock-based compensation and income taxes. Actual results could differ from these estimates. Principles of consolidation: The Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated. As Eminence met the criteria for consolidation, the transaction was accounted for in accordance with Accounting Standards Codification (ASC)  805,   Business Combinations . In applying ASC  805  to the transaction, the Company has elected to include Eminence in our Consolidated Financial Statements on a one month lag. As noted below, Eminence was sold during the first fiscal quarter of 2023. Equity method investments: The Company accounts for its equity method investments in accordance with ASC 323, Investments - Equity Method and Joint Ventures. The Company initially records its equity method investments at the amount of the Company’s investment and adjusts each period for the Company’s share of the investee’s income or loss and dividends paid. Distributions from the equity method investee are accounted for using the cumulative earnings approach on the Consolidated Statements of Cash Flows. In December 2021, the Company paid $ 25 million to enter into a two-part forward contract which requires the Company to make an initial ownership investment followed by purchase of full equity interest in Wilson Wolf if certain annual revenue or annual EBITDA thresholds are met. Wilson Wolf is a leading manufacturer of cell culture devices, including the G-Rex product line. The first part of the forward contract was triggered upon Wilson Wolf achieving approximately $ 92 million in annual revenue or $ 55 million in EBITDA at any point prior to December 31, 2027. During the quarter ended March 31, 2023, the Company determined that Wilson Wolf had met the EBITDA target. On March 31, 2023, the Company paid an additional $ 232 million to acquire 19.9 % of Wilson Wolf, which is accounted for as an equity method investment. Since the first part of the forward contract has been triggered, the second part of the forward contract will automatically trigger, and requires the Company to acquire the remaining equity interest in Wilson Wolf on December 31, 2027 based on a revenue multiple of approximately 4.4 times trailing twelve month revenue. The second part of the contract would be accelerated in advance of December 31, 2027, if Wilson Wolf meets its second milestone of approximately $ 226 million 55 Table of Contents in annual revenue or $ 136 million in annual EBITDA. If the second milestone is achieved, the forward contract requires the Company to pay approximately $ 1 billion plus potential consideration for revenue in excess of the revenue milestone. Translation of foreign financial statements : Assets and liabilities of the Company’s foreign operations are translated at year-end rates of exchange and the resulting gains and losses arising from the translation of net assets located outside the U.S. are recorded as Other comprehensive income (loss) on the Consolidated Statements of Earnings and Comprehensive Income. The cumulative translation adjustment is a component of Accumulated other comprehensive loss on the Consolidated Balance Sheets. Foreign statements of earnings are translated at the average rate of exchange for the year. Foreign currency transaction gains and losses are included in Other non-operating income (expense), net in the Consolidated Statements of Earnings and Comprehensive Income. Revenue recognition:   ASC 606 provides revenue recognition guidance for any entity that enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of non-financial assets, unless those contracts are within the scope of other accounting standards. The core principle of ASC 606 is that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Refer to Note 2 for additional information regarding our revenue recognition policy under ASC 606 . Research and development: Research and development expenditures are expensed as incurred. Development activities generally relate to creating new products, improving or creating variations of existing products, or modifying existing products to meet new applications. Advertising costs: Advertising expenses were $ 3.2  million, $ 4.1  million, and $ 4.8  million for fiscal 2025, 2024, and 2023, respectively. Advertising expenditures are expensed as incurred. Income taxes: The Company uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized to record the income tax effect of temporary differences between the tax basis and financial reporting basis of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Tax positions taken or expected to be taken in a tax return are recognized in the financial statements when it is more likely than not that the position would be sustained upon examination by tax authorities. A recognized tax position is then measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense. Refer to Note 12 for additional information regarding income taxes. Comprehensive income: Comprehensive income includes charges and credits to shareholders’ equity that are not the result of transactions with shareholders. Our total comprehensive income consists of net income, unrealized gains and losses on derivative instruments, and foreign currency translation adjustments. The items of comprehensive income, with the exception of net income, are included in Accumulated other comprehensive loss in the Consolidated Balance Sheets and Consolidated Statements of Shareholders’ Equity. Any tax effects, if applicable, associated with reclassifications of accumulated other comprehensive income to net income are reflected in the provision for income taxes. Cash and cash equivalents: Cash and cash equivalents include cash on hand and highly-liquid investments with original maturities of three months or less. Available-for-sale investments: Available-for-sale investments consist of debt instruments with original maturities of generally three months to less than one-year and equity securities. Available-for-sale investments are recorded based on trade-date. The Company considers all of its marketable securities available-for-sale and reports them at fair value. Unrealized gains and losses on our available-for-sale securities are included within Other income (expense). Trade accounts receivable and allowances: Trade accounts receivable are initially recorded at the invoiced amount upon the sale of goods or services to customers, and they do not bear interest. They are stated net of allowances for doubtful accounts, which represent estimated losses resulting from the inability of customers to make the required payments. When determining the allowances for doubtful accounts, we take several factors into consideration, including the overall 56 Table of Contents composition of accounts receivable aging, our prior history of accounts receivable write-offs, the type of customer and our day-to-day knowledge of specific customers. Changes in the allowances for doubtful accounts are included in Selling, general, & administrative expense in our Consolidated Statements of Earnings and Comprehensive Income. The point at which uncollected accounts are written off varies by type of customer. The Company does not have material long-term customer receivables. Inventories: Inventories are stated at the lower of cost (first-in, first-out method) or net realizable value. The Company regularly reviews inventory on hand for slow-moving and obsolete inventory, inventory not meeting quality control standards and inventory subject to expiration. For certain proteins, antibodies, and chemically based manufactured products, the Company produces larger batches of established products than current sales requirements due to economies of scale through a highly controlled manufacturing process. Accordingly, the manufacturing process for these products has and will continue to produce quantities in excess of forecasted usage. The Company forecasts usage for its products based on several factors including historical demand, current market dynamics, and technological advances. The Company forecasts product usage on an individual product level for a period that is consistent with our ability to reasonably forecast inventory usage for that product. There have been no material changes to the Company’s estimates of the net realizable value for excess and obsolete inventory or other types of inventory reserves and inventory cost adjustments in the fiscal years presented. Additionally, current and historical reserves recorded to reduce the cost of inventory to its net realizable value become part of the new cost basis for the inventory item in accordance with ASC 330 - Inventory . Property and equipment: Property and equipment are recorded at cost. Equipment is depreciated using the straight-line method over an estimated useful life of 3 to 5 years . Buildings, building improvements and leasehold improvements are depreciated over estimated useful lives of 5 to 40 years . Contingencies: The Company records a liability in the Consolidated Financial Statements on an undiscounted basis for loss contingencies related to legal actions when a loss is known or considered probable and the amount may be reasonably estimated. If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a loss is reasonably possible but not known or probable, and the amount may be reasonably estimated, the estimated loss or range of loss is disclosed. Contingent Consideration: Contingent Consideration relates to the potential payment for an acquisition that is contingent upon the achievement of the acquired business meeting certain product development milestones and/or certain financial performance milestones. The Company records contingent consideration at fair value at the date of acquisition based on the consideration expected to be transferred. For potential payments related to financial performance milestones, we use a real option model in calculating the fair value of the contingent consideration liabilities. The assumptions utilized in the calculation based on financial performance milestones include projected revenue and/or EBITDA amounts, volatility and discount rates. For potential payments related to product development milestones, we estimated the fair value based on the probability of achievement of such milestones. The assumptions utilized in the calculation of the acquisition date fair value include probability of success and the discount rates. Contingent consideration involves certain assumptions requiring significant judgment and actual results may differ from assumed and estimated amounts. Contingent consideration is remeasured each reporting period, and subsequent changes in fair value, including accretion for the passage of time, are recognized within Selling, general and administrative in the Consolidated Statements of Earnings and Comprehensive Income. Intangible assets: Intangible assets are stated at historical cost less accumulated amortization. Amortization expense is generally determined on the straight-line basis over periods ranging from 1 year to 20 years . Each reporting period, we evaluate the remaining useful lives of our amortizable intangibles to determine whether events or circumstances warrant a revision to the remaining period of amortization. If our estimate of an asset’s remaining useful life is revised, the remaining carrying amount of the asset is amortized prospectively over the revised remaining useful life. Impairment of long-lived assets and amortizable intangibles: We evaluate the recoverability of property, plant, equipment and amortizable intangibles whenever events or changes in circumstances indicate that an asset’s carrying amount may not be recoverable. Such circumstances could include, but are not limited to, (1) a significant decrease in the market value of an asset, (2) a significant adverse change in the extent or manner in which an asset is used or in its physical condition, 57 Table of Contents or (3) an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of an asset. We compare the carrying amount of the asset to the estimated undiscounted future cash flows associated with it. If the sum of the expected future net cash flows is less than the carrying value of the asset being evaluated, an impairment loss would be recognized. The impairment loss would be calculated as the amount by which the carrying value of the asset exceeds the fair value of the asset. As quoted market prices are not available for the majority of our assets, the estimate of fair value is based on various valuation techniques, including the discounted value of estimated future cash flows. The evaluation of asset impairment requires us to make assumptions about future cash flows over the life of the asset being evaluated. These assumptions require significant judgment and actual results may differ from assumed and estimated amounts. During the second quarter of fiscal 2024 there was a triggering event for the assets and liabilities associated with a disposal group in our Protein Sciences segment that were classified as held-for-sale. During the fourth quarter of fiscal 2025 there was a triggering event for the assets and liabilities associated with a disposal group in our Diagnostics & Spatial Biology segment that were classified as held-for-sale. See Note 14 for additional details. No other triggering events were identified for property, plant, and equipment or amortizable intangibles during fiscal 2025, 2024, and 2023. Impairment of goodwill and indefinite-lived intangible assets: We evaluate the carrying value of goodwill and indefinite-lived intangible assets during the fourth quarter each year and between annual evaluations if events occur or circumstances change that would indicate a possible impairment. Such circumstances could include, but are not limited to, (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, (3) an adverse action or assessment by a regulator, or (4) an adverse change in market conditions that are indicative of a decline in the fair value of the assets. To analyze goodwill, we must assign our goodwill to individual reporting units. Identification of reporting units includes an analysis of the components that comprise each of our operating segments, which considers, among other things, the manner in which we operate our business and the availability of discrete financial information. Components of an operating segment are aggregated to form one reporting unit if the components have similar economic characteristics. We periodically review our reporting units to ensure that they continue to reflect the manner in which we operate our business. The Company had five reporting units for our 2025, 2024, and 2023 goodwill impairment assessment performed on April 1 of each of the respective fiscal years, the date of our annual goodwill impairment assessment. The Company tests goodwill for impairment by either performing a qualitative evaluation or a quantitative test. The qualitative evaluation for goodwill is an assessment of factors including reporting unit specific operating results as well as industry and market conditions, overall financial performance, and other relevant events and factors to determine whether it is more likely than not that the fair values of a reporting unit is less than its carrying amount, including goodwill. The Company may elect to bypass the qualitative assessment for its reporting units and perform a quantitative test. The quantitative impairment test requires us to estimate the fair value of our reporting units based the income approach. The income approach is a valuation technique under which we estimate future cash flows using the reporting unit’s financial forecast from the perspective of an unrelated market participant. Using historical trending and internal forecasting techniques, we project revenue and apply our fixed and variable cost experience rate to the projected revenue to arrive at the future cash flows. A terminal value is then applied to the projected cash flow stream. Future estimated cash flows are discounted to their present value to calculate the estimated fair value. The discount rate used is the value-weighted average of our estimated cost of capital derived using both known and estimated customary market metrics. In determining the estimated fair value of a reporting unit, we are required to estimate a number of factors, including projected operating results, terminal growth rates, economic conditions, anticipated future cash flows, the discount rate and the allocation of shared or corporate items. In our fiscal 2025 annual goodwill impairment assessment, we elected to perform a quantitative assessment for all five of our reporting units. No impairment was identified as part of the analysis performed as the fair value of each of the reporting units exceeded the carrying value. The Company did identify a triggering event related to a business held-for-sale, described in Note 14, in the fourth quarter after our annual goodwill impairment assessment, that led to an impairment of allocated goodwill. For fiscal 2024 and 2023, we elected to perform a qualitative analysis for all five reporting units. The Company determined, after performing the qualitative analysis, there was no evidence that it is more likely than not that the fair value was less 58 Table of Contents than the carrying amounts, therefore, it was not necessary to perform a quantitative impairment test in fiscal 2024 and 2023. There was a triggering event related to a business held-for-sale described later in this note, leading to an impairment of allocated goodwill during the second half of fiscal 2024. The Company did not identify any triggering events after our annual goodwill impairment analysis through June 30, 2024 and 2023, the date of our Consolidated Balance Sheets, that would require an additional goodwill impairment assessment to be performed. For fiscal 2024, the Company also performed a qualitative assessment of the acquired in-process research and development assets to determine whether changes in events, circumstances, or the probability of successful development and commercialization of the assets indicated that it is more likely than not that the fair value of the acquired assets are less than its carrying amount. Based on the analysis, the Company determined there was no indication of impairment of the indefinite-lived intangible asset. This in-process research and development was placed into service during the fourth quarter of fiscal 2024 and will begin amortization over its expected useful life. On September 1, 2022, the Company completed the sale of its equity shares of Eminence for approximately $ 17.8 million to a third party. Eminence was considered a variable-interest entity that was fully consolidated in our financial statements. Prior to the sale, Eminence had revenue of $ 2.0 million for the first fiscal quarter of 2023 within our Protein Sciences segment. As a result of the sale of the business, the Company recorded a gain of $ 11.7 million within the Other income (expense) line in the Consolidated Statements of Earnings and Comprehensive Income. Prior to the sale of Eminence, a triggering event was identified in the second quarter of fiscal 2022 and impairment testing was performed as Eminence was forecasted to not have sufficient cash to execute on their growth plan combined with their inability to secure additional financing. Our impairment testing resulted in a full impairment of the Eminence goodwill and intangibles assets for charges of $ 8.3 million and $ 8.6 million, respectively , for fiscal 2022. The Company also recognized inventory and fixed asset impairment charges of $ 0.9 million and $ 0.9 million, respectively. These impairment charges were recorded within the Selling, general and administrative line in the Consolidated Statements of Earnings and Comprehensive Income for fiscal 2022. In the fourth quarter of fiscal 2022, Eminence was able to secure cash deposits on future orders to provide funding for their operations. This delay in liquidation allowed time for securing of additional investor financing which coincided with the sale of the Company's investment. Restructuring actions: Restructuring actions generally include significant actions involving employee-related severance charges, contract termination costs, and impairments and disposals of assets associated with such actions. Employee-related severance charges are based upon distributed employment policies and substantive severance plans. These charges are reflected in the quarter when the actions are probable and the amounts are estimable, which typically is when management approves the associated actions. Asset-related and other charges include impairment of right-of-use assets, leasehold improvements, other asset write-downs associated with combining operations, disposal of assets and other exit costs. Other costs also includes restructuring-related charges, which are incremental costs incurred directly supporting business transformation initiatives tied to the restructuring action. Refer to Note 14 for additional information regarding restructuring actions. Legal Matters: The Company and its affiliates are involved in a number of legal actions from time to time involving product liability, employment, intellectual property and commercial disputes, shareholder related matters, environmental proceedings, tax disputes, and governmental proceedings and investigations. With respect to governmental proceedings and investigations, like other companies in our industry, the Company is subject to extensive regulation by national, state, and local governmental agencies in the United States and in other jurisdictions in which the Company and its affiliates operate. The Company’s standard practice is to cooperate with regulators and investigators in responding to inquiries. The outcomes of legal actions are not within the Company’s complete control and may not be known for prolonged periods of time. In some actions, the enforcement agencies or private claimants seek damages, as well as other remedies (including injunctions barring the sale of products that are the subject of the proceeding), that could require significant expenditures, result in lost revenues, or limit the Company's ability to conduct business in the applicable jurisdictions. ​ The Company records a liability in the Consolidated Financial Statements on an undiscounted basis for loss contingencies related to legal actions when a loss is known or considered probable and the amount may be reasonably estimated. If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a loss is reasonably possible but not known or probable, and may be reasonably estimated, the estimated loss or range of loss is disclosed. When determining the 59 Table of Contents estimated loss or range of loss, significant judgment is required. Estimates of probable losses resulting from litigation and governmental proceedings involving the Company are inherently difficult to predict, particularly when the matters are in early procedural stages with incomplete scientific facts or legal discovery, involve unsubstantiated or indeterminate claims for damages, potentially involve penalties, fines or punitive damages, or could result in a change in business practice. The Company classifies certain specified litigation charges and gains related to significant legal matters as certain litigation charges in the Consolidated Statements of Earnings and Comprehensive Income. ​ In August 2024, 791,204 shares of outstanding vested stock options related to former employees expired, which have now been excluded from the Company’s dilutive EPS calculation for fiscal 2025. Of the 791,204 shares, 779,084 shares belonged to the Company’s former CEO. The expiration date of these options was previously under dispute. The dispute with the former CEO was resolved through a binding arbitration award during the quarter ended March 31, 2025 for which the Company paid $ 37.2 million inclusive of interest and legal fees. The dispute regarding the remaining 12,120 shares was resolved during the quarter ended March 31, 2025 resulting in total payments of $ 0.5 million. ​ During fiscal 2025 and 2024, the Company recognized $ 41.8 million and $ 3.5 million, respectively, of certain litigation charges. There was no comparable activity in fiscal 2023. As of each of the balance sheet dates presented, there was no accrued litigation. The ultimate cost to the Company with respect to accrued litigation could be materially different than the amount of the current estimates and accruals and could have a material adverse impact on the Company’s consolidated earnings, financial position, and/or cash flows. The Company includes accrued litigation in Other current liabilities and Other liabilities on the Consolidated Balance Sheets. While it is not possible to predict the outcome for most of the legal matters discussed below, the Company believes it is possible that the costs associated with these matters could have a material adverse impact on the Company’s consolidated earnings, financial position, and/or cash flows. ​ Intellectual Property Matters: At any given time, the Company is involved in litigation relating to patents, trademarks, copyrights, trade secrets, and other intellectual property (IP) rights, and licenses, acquisitions or other agreements related to such rights. This litigation includes, but it not limited to, alleged infringement or misappropriation of IP rights, or breach of obligations related to IP rights, or other claims asserted by competitors, individuals, or entities created specifically to fund IP litigation. While the outcome of these litigation matters is inherently uncertain, it is possible that the results of such litigation could require the Company to pay significant monetary damages. ​ Other Significant Accounting Policies The following table includes a reference to additional significant accounting policies that are described in other notes to the financial statements, including the note number: ​ ​ ​ ​ ​ Policy Note Fair value measurements 5 Leases ​ ​ 7 ​ Earnings per share 9 Share-based compensation 10 Operating segments 13 ​ Newly Adopted Accounting Standards In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures (Topic 280) , which requires incremental disclosures on reportable segments, primarily through enhanced disclosures on significant segment expenses. The Company adopted this guidance beginning with this annual report and this guidance will be applied to interim periods starting in fiscal 2026 on a retrospective basis. Refer to Note 13 for our segment reporting disclosures. Not Yet Adopted Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740) , which requires incremental annual disclosures on income taxes, including rate reconciliations, income taxes paid, and other disclosures. 60 Table of Contents The Company will adopt this guidance beginning in the fourth quarter of fiscal 2026 for our annual report. This accounting standard will increase disclosures in the Company’s annual reporting but will have no impact on reported income tax expense or related income tax assets or liabilities. In November 2024, the FASB issued ASU 2024-03, Income Statement –Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) , which requires incremental disclosures on purchases of inventory, employee compensation, depreciation, intangible asset amortization, and other expenses. The Company will adopt this guidance beginning with our annual report for fiscal 2027. This accounting standard will increase disclosures in the Company’s annual reporting but will have no impact on reported income statement expenses. Other than the items noted above, there have been no new accounting pronouncements not yet effective that we believe have a significant impact, or potential significant impact, on our Consolidated Financial Statements. Note 2 . Revenue Recognition: Consumables revenues consist of specialized proteins, immunoassays, antibodies, reagents, blood chemistry and blood gas quality controls, and hematology instrument controls that are typically single-use products recognized at a point in time following the transfer of control of such products to the customer, which generally occurs upon shipment. Instruments revenues typically consist of longer lived assets that, for the substantial majority of sales, are recognized at a point in time in a manner similar to consumables. Service revenues consist of extended warranty contracts, post contract support, and custom development projects that are recognized over time as either the customers receive and consume the benefits of such services simultaneously or the underlying asset being developed has no alternative use for the Company at contract inception and the Company has an enforceable right to payment for the portion of the performance completed. Service revenues also include laboratory services recognized at point in time. We recognize royalty revenues in the period the sales occur using third party evidence. The Company elected the "right to invoice" practical expedient based on the Company's right to invoice a customer at an amount that approximates the value to the customer and the performance completed to date. The Company elected the exemption to not disclose the unfulfilled performance obligations for contracts with an original length of one year or less and the exemption to exclude future performance obligations that are accounted under the sales-based or usage-based royalty guidance. The Company’s unfulfilled performance obligations for contracts with an original length greater than one year were not material as of June 30, 2025 and 2024. Contracts with customers that contain instruments may include multiple performance obligations. For these contracts, the Company allocates the contract’s transaction price to each performance obligation on a relative standalone selling price basis. Allocation of the transaction price is determined at the contracts’ inception. Payment terms for shipments to end-users are generally net 30 days. Payment terms for distributor shipments may range from 30 to 90 days. Service arrangements commonly call for payments in advance of performing the work (e.g. extended warranty and service contracts), upon completion of the service (e.g. custom development manufacturing) or a mix of both. Contract assets include revenues recognized in advance of billings. Contract assets are included within Other current assets in the accompanying Consolidated Balance Sheets as the amount of time expected to lapse until the Company's right to consideration becomes unconditional is less than one year. We elected the practical expedient allowing us to expense contract costs that would otherwise be capitalized and amortized over a period of less than one year. Contract assets as of June 30, 2025 and 2024 are not material. Contract liabilities include billings in excess of revenues recognized, such as those resulting from customer advances and deposits and unearned revenue on warranty contracts. Contract liabilities as of June 30, 2025 and 2024 were approximately $ 35.3 million and $ 30.2 million, respectively. Contract liabilities as of June 30, 2024 subsequently recognized as revenue in fiscal 2025 were approximately $ 26.2 million. Contract liabilities as of June 30, 2023 subsequently recognized as revenue in fiscal 2024 were approximately $ 20.9 million. Contract liabilities in excess of one year are included in Other long-term liabilities on the Consolidated Balance Sheets. 61 Table of Contents Any claims for credit or return of goods must be made within 10 days of receipt. Revenues are reduced to reflect estimated credits and returns. Although the amounts recorded for these revenue deductions are dependent on estimates and assumptions, historically our adjustments to actual results have not been material. Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenue. Amounts billed to customers for shipping and handling are included in revenue, while the related shipping and handling costs are reflected in cost of products. We elected the practical expedient that allows us to account for shipping and handling activities that occur after the customer has obtained control of a good as a fulfillment cost, and we accrue costs of shipping and handling when the related revenue is recognized. The following tables present our disaggregated revenue for the periods presented. Revenue by type is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended June 30, ​ ​ 2025 2024 2023 Consumables ​ $ 972,286 ​ $ 928,180 ​ $ 917,733 Instruments ​ 112,086 ​ 108,270 ​ 112,085 Services ​ 111,570 ​ 99,265 ​ 85,784 Total product and services revenue, net ​ 1,195,942 ​ ​ 1,135,715 ​ 1,115,602 Royalty revenues ​ 23,693 ​ 23,345 ​ 21,100 Total revenues, net ​ $ 1,219,635 ​ $ 1,159,060 ​ $ 1,136,702 ​ ​ Revenue by geography is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ ​ 2025 2024 2023 ​ ​ ​ ​ ​ United States ​ $ 683,230 ​ $ 657,747 ​ $ 642,465 EMEA, excluding United Kingdom ​ 266,305 ​ 241,432 ​ 220,230 United Kingdom ​ 54,827 ​ 50,012 ​ 49,457 APAC, excluding Greater China ​ 77,263 ​ 73,904 ​ 73,190 Greater China ​ 100,463 ​ 99,467 ​ 113,868 Rest of World ​ 37,547 ​ 36,498 ​ 37,492 Net sales ​ $ 1,219,635 ​ $ 1,159,060 ​ $ 1,136,702 ​ ​ Note  3. Supplemental Balance Sheet and Cash Flow Information : Inventories: Inventories consist of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ 2025 2024 ​ ​ ​ ​ ​ ​ ​ Raw materials ​ $ 89,080 ​ $ 79,377 Finished goods (1) ​ 106,188 ​ 106,072 Inventories, net ​ $ 195,268 ​ $ 185,449 (1) Finished goods inventory of  $ 5,822  and  $ 5,718 is included within Other assets in the June 30, 2025 and 2024 Consolidated Balance Sheets, respectively, as it is forecasted to be sold after the 12 months subsequent to the Consolidated Balance Sheets dates. 62 Table of Contents Property and Equipment: Property and equipment consist of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ 2025 2024 Land ​ $ 8,151 ​ $ 8,150 Buildings and improvements ​ 254,355 ​ 243,863 Machinery and equipment ​ ​ 245,924 ​ 215,948 Construction in progress ​ 23,420 ​ ​ 39,749 Property and equipment, cost ​ 531,850 ​ 507,710 Accumulated depreciation and amortization ​ ( 286,131 ) ​ ( 256,556 ) Property and equipment, net ​ $ 245,719 ​ $ 251,154 ​ Depreciation expense was $ 34.6 million, $ 31.9 million, and $ 29.7  million in fiscal 2025, 2024, and 2023, respectively. Intangible assets were comprised of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Useful Life ​ June 30, ​ ​ (years) ​ 2025 ​ 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ Developed technology 9 - 15 ​ $ 620,062 ​ $ 675,674 Trade names 2 - 15 ​ 152,648 ​ 151,561 Customer relationships 7 - 16 ​ 212,800 ​ 211,276 Patents 10 ​ 4,967 ​ 4,343 Other intangibles 5 - 15 ​ 7,174 ​ 12,006 Definite-lived intangible assets ​ ​ ​ 997,651 ​ 1,054,860 Accumulated amortization ​ ​ ​ ( 632,052 ) ​ ( 547,779 ) Total intangible assets, net ​ ​ ​ $ 365,599 ​ $ 507,081 ​ Changes to the carrying amount of net intangible assets consist of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ 2025 ​ 2024 ​ ​ ​ ​ ​ ​ ​ Beginning balance ​ $ 507,081 ​ $ 534,645 Acquisitons ​ ​ — ​ ​ 66,400 Other additions ​ 547 ​ 950 Amortization expense ​ ( 76,043 ) ​ ( 79,854 ) Restructuring impairment (1) ​ ​ ( 73,350 ) ​ ​ ( 14,323 ) Currency translation ​ ​ 7,364 ​ ​ ( 737 ) Ending balance ​ $ 365,599 ​ $ 507,081 (1) Refer to Note 14 for further detail on held-for-sale intangibles. Amortization expense related to developed technologies included in Cost of sales was $ 44.0 million, $ 46.6 million, and $ 44.3  million in fiscal 2025, 2024, and 2023, respectively. Amortization expense related to trade names, customer relationships, non-compete agreements, and patents included in Selling, general and administrative expense was $ 31.3  million, $ 33.2  million, and $ 33.2  million, in fiscal 2025, 2024, and 2023, respectively. 63 Table of Contents The estimated future amortization expense for intangible assets as of June 30, 2025 is as follows (in thousands): ​ ​ ​ ​ 2026 $ 61,798 2027 ​ 58,705 2028 ​ 54,974 2029 ​ 40,876 2030 ​ 26,917 Thereafter ​ 122,329 Total ​ $ 365,599 ​ Goodwill: ​ Changes in goodwill by segment and in total consist of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diagnostics and ​ ​ ​ Protein Sciences ​ Spatial Biology ​ Total June 30, 2023 $ 427,027 ​ $ 445,710 ​ $ 872,737 Acquisitions ​ — ​ ​ 104,650 ​ 104,650 Held-for-sale goodwill (1) ​ ​ ( 1,400 ) ​ ​ — ​ ​ ( 1,400 ) Currency translation ​ ( 2,178 ) ​ ​ ( 1,146 ) ​ ( 3,324 ) June 30, 2024 ​ $ 423,449 ​ $ 549,214 ​ $ 972,663 Held-for-sale goodwill (1) ​ ​ — ​ ​ ( 4,488 ) ​ ​ ( 4,488 ) Currency translation ​ 3,327 ​ ​ 9,433 ​ ​ 12,760 June 30, 2025 ​ $ 426,776 ​ $ 554,159 ​ $ 980,935 (1) Refer to Note 14 for further detail on goodwill reclassified to current assets held-for-sale. Other Assets: ​ Other assets consist of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ 2025 ​ 2024 ​ ​ ​ ​ ​ ​ ​ Equity method investment in Wilson Wolf ​ $ 235,983 ​ $ 242,337 Derivative instruments ​ ​ 2,843 ​ ​ 9,813 Long-term inventory ​ ​ 5,822 ​ ​ 5,718 Investment in Spear Bio ​ ​ 15,000 ​ ​ — Other ​ 13,961 ​ 6,397 Other assets ​ $ 273,609 ​ $ 264,265 ​ Supplemental Cash Flow Information: Supplemental cash flow information is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ 2025 2024 2023 Income taxes paid ​ $ 74,357 ​ $ 65,254 ​ $ 88,428 Interest paid ​ 18,955 ​ 14,502 ​ 8,368 ​ ​ Note 4 . Acquisitions: We periodically complete business combinations that align with our business strategy. Acquisitions are accounted for using the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed be recognized at fair value as of the acquisition date and that the results of operations of each acquired business be included 64 Table of Contents in our Consolidated Statements of Comprehensive Income from their respective dates of acquisitions. Acquisition costs are recorded in Selling, general and administrative expenses as incurred. Fiscal year 2025 Acquisitions ​ There were no acquisitions in fiscal 2025. ​ Fiscal year 2024 Acquisitions ​ Lunaphore Technologies SA. ​ On July 7, 2023, the Company acquired all of the ownership interests of Lunaphore Technologies SA (“Lunaphore”) for $ 169.7 million, in a cash-free, debt-free acquisition. Lunaphore is a leading developer of fully automated spatial biology solutions. The Lunaphore acquisition adds spatial biology instruments to Bio-Techne’s portfolio to accelerate our leadership position in translational and clinical research markets. The transaction was accounted for in accordance with ASC 805, Business Combinations . The goodwill recorded as a result of the acquisition represents the strategic benefits of growing the Company’s product portfolio and the expected revenue growth from increased market penetration. The goodwill is not deductible for income tax purposes. The business became part of the Diagnostics and Spatial Biology operating segment in the first quarter of fiscal 2024 . ​ The allocation of purchase price consideration related to Lunaphore was completed in the fourth quarter of fiscal 2024. Net sales and operating loss of this business included in the Company's consolidated results of operations for fiscal 2024 were approximately $ 14.3 million and $ 24.0 million, respectively. The fair values of the assets acquired and liabilities assumed as of the acquisition date and the updated final amounts as of June 30, 2024 are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Lunaphore Current assets ​ $ 12,155 Equipment and other long-term assets ​ 1,470 Goodwill ​ 104,650 Intangible assets: ​ ​ ​ Developed technologies ​ 60,300 Trade names ​ 4,900 Customer relationships ​ 1,200 Total assets acquired ​ 184,675 ​ ​ ​ ​ Liabilities ​ 7,096 Deferred income taxes, net ​ 7,872 Net assets acquired ​ $ 169,707 ​ ​ ​ ​ Cash paid ​ $ 169,707 ​ Tangible assets and liabilities acquired were recorded at fair value on the date of close based on management's assessment. The purchase price allocated to developed technology and customer relationships was based on management’s forecasted cash inflows and outflows and using a multiperiod excess earnings method to calculate the fair value of assets purchased. The purchase price allocated to trade names was based on management's forecasted cash inflows and outflows and using a relief from royalty method. The amount recorded for developed technology is being amortized with the expense reflected in Cost of sales in the Consolidated Statements of Earnings and Comprehensive Income. The amortization period for developed technology is estimated to be 14 years . Amortization expense related to customer relationships is reflected in Selling, general and administrative expenses in the Consolidated Statements of Earnings and Comprehensive Income. The amortization period for customer relationships is estimated to be 8 years . The amount recorded for trade names is being amortized with the expense reflected in Selling, general and administrative expenses in the Consolidated Statements of Earnings and Comprehensive Income. The amortization period for trade names ranges from 4 years to 8 years . The net deferred income tax liability represents the net amount of the estimated future impact of adjustments for costs to be 65 Table of Contents recognized as intangible asset amortization, which is not deductible for income tax purposes, offset by the deferred tax asset for the preliminary calculation of acquired net operating losses. Fiscal year 2023 Acquisitions Namocell, Inc. On July 1, 2022, the Company acquired all of the ownership interests of Namocell, Inc. (“Namocell”) for $ 101.2 million, net of cash acquired, plus contingent consideration of up to $ 25 million upon the achievement of certain future revenue thresholds. The Namocell acquisition adds easy-to-use single cell sorting and dispensing platforms that are gentle to cells and preserve cell viability and integrity. The transaction was accounted for in accordance with ASC 805, Business Combinations . The goodwill recorded as a result of the acquisition represents the strategic benefits of growing the Company’s product portfolio and the expected revenue growth from increased market penetration. The goodwill is not deductible for income tax purposes. The business became part of the Protein Sciences operating segment in the first quarter of fiscal 2023. The allocation of purchase price consideration related to Namocell was completed in the fourth quarter of fiscal 2023. Net sales and operating loss of this business included in Bio-Techne's consolidated results of operations for the twelve months ended June 30, 2023 were approximately $ 6.4  million and $ 9.3  million, respectively. The fair values of the assets acquired and liabilities assumed as of the acquisition date and the updated final amounts as of June 30, 2023 are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Namocell Inc Current assets, net of cash ​ $ 3,248 Equipment and other long-term assets ​ 405 Goodwill ​ ​ 51,257 Intangible assets: ​ Developed technologies ​ 73,900 Trade names ​ 700 Customer relationships ​ 900 Non-competition agreement ​ ​ 100 Total assets acquired ​ 130,510 ​ ​ ​ ​ Liabilities ​ 546 Deferred income taxes, net ​ 18,180 Net assets acquired ​ $ 111,784 ​ ​ ​ ​ Cash paid, net of cash acquired ​ 101,184 Additional consideration ​ 10,600 Net assets acquired ​ $ 111,784 ​ Tangible assets and liabilities acquired were recorded at fair value on the date of close based on management's assessment. The purchase price allocated to developed technology was based on management’s forecasted cash inflows and outflows and using a relief from royalty method to calculate the fair value of assets purchased. The purchase price allocated to customer relationships and trade names was based on management's forecasted cash inflows and outflows and using a multiperiod excess earnings method. The amount recorded for developed technology is being amortized with the expense reflected in Cost of sales in the Consolidated Statements of Earnings and Comprehensive Income. The amortization period for developed technology is estimated to be 13 years . Amortization expense related to customer relationships is reflected in Selling, general and administrative expenses in the Consolidated Statements of Earnings and Comprehensive Income. The amortization period for customer relationships is estimated to be 4 years . The amount recorded for trade names and the non-competition agreement is being amortized with the expense reflected in Selling, general and administrative expenses in the Consolidated Statements of Earnings and Comprehensive Income. The amortization period for both trade names and the non-competition agreement is estimated to be 3 years . The net deferred income tax liability represents the 66 Table of Contents net amount of the estimated future impact of adjustments for costs to be recognized as intangible asset amortization, which is not deductible for income tax purposes, offset by the deferred tax asset for the preliminary calculation of acquired net operating losses. Note  5. Fair Value Measurements: The Company’s financial instruments include cash and cash equivalents, available for sale investments, accounts receivable, accounts payable, contingent consideration obligations, derivative instruments, and long-term debt. Fair value is defined as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. This standard also establishes a hierarchy for inputs used in measuring fair value. This standard maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability based on market data obtained from independent sources. Unobservable inputs are inputs that reflect our assumptions about the factors market participants would use in valuing the asset or liability based upon the best information available in the circumstances. The categorization of financial assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy is broken down into three levels. Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable for the asset or liability and their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. Level 3 may also include certain investment securities for which there is limited market activity or a decrease in the observability of market pricing for the investments, such that the determination of fair value requires significant judgment or estimation. The following tables provide information by level for financial assets and liabilities that are measured at fair value on a recurring basis (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ carrying ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ value as of ​ Fair Value Measurements Using ​ Balance Sheet Location ​ June 30, ​ Inputs Considered as ​ ​ ​ 2025 ​ Level 1 ​ Level 2 ​ Level 3 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Assets ​ ​ ​ ​ ​ Derivatives designated as hedging instruments - cash flow hedges Other current assets ​ $ 2,843 ​ $ — ​ $ 2,843 ​ $ — Total assets ​ ​ $ 2,843 ​ $ — ​ $ 2,843 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities ​ ​ ​ ​ ​ Derivatives designated as hedging instruments - net investment hedge Other long-term liabilities ​ $ 18,034 ​ $ — ​ $ 18,034 ​ $ — Total liabilities ​ ​ $ 18,034 ​ $ — ​ $ 18,034 ​ $ — ​ 67 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ carrying ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ value as of ​ Fair Value Measurements Using ​ Balance Sheet Location ​ June 30, ​ Inputs Considered as ​ ​ 2024 Level 1 Level 2 Level 3 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Assets ​ ​ ​ ​ ​ Certificates of deposit (1) Short-term available-for-sale investments ​ $ 1,072 ​ $ 1,072 ​ $ — ​ $ — Derivatives designated as hedging instruments - cash flow hedges Other current assets ​ ​ 805 ​ ​ — ​ ​ 805 ​ ​ — Derivatives designated as hedging instruments - cash flow hedges Other assets ​ 9,813 ​ — ​ 9,813 ​ — Total assets ​ ​ $ 11,690 ​ $ 1,072 ​ $ 10,618 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities ​ ​ ​ ​ ​ Derivatives designated as hedging instruments - net investment hedge Other long-term liabilities ​ $ 2,051 ​ $ — ​ $ 2,051 ​ $ — Total liabilities ​ ​ $ 2,051 ​ $ — ​ $ 2,051 ​ $ — (1) The certificates of deposit have contractual maturity dates within one year. ​ Fair value measurements of available for sale securities Available for sale securities are measured at fair value using quoted market prices in active markets for identical assets and are therefore classified as Level 1 assets. Fair value measurements of derivative instruments The Company utilizes forward starting swaps designated as a cash flow hedge on forecasted debt. The forward starting swaps reduce the variability of cash flow payments for the Company by converting the variable interest rate on the Company’s forecasted variable interest long-term debt to that of a fixed interest rate. Accordingly, as part of the forward starting swaps, the Company exchanges, at specified intervals, the difference between floating and fixed interest amounts based on a notional principal amount. The Company also uses a cross-currency swap contract to manage its exposure to foreign currency risk associated with the Company’s net investment in its Swiss subsidiary. The following table presents the contractual amounts of the Company’s outstanding instruments (in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ June 30, Instruments ​ Designation 2025 ​ 2024 Forward starting swaps (1) ​ Cash flow hedge ​ $ 200 ​ $ 300 Cross-currency swap (2) ​ Net investment hedge ​ ​ 140 ​ ​ 150 (1) In May 2021, the Company entered into a forward starting swap designated as a cash flow hedge on forecasted debt based on $ 200 million of notional principal. The effective date of the swap was November 2022 with the full swap maturing in November 2025. (2) In July 2023, the Company entered into a pay-fixed rate, receive-fixed rate cross-currency swap contract with a total notional amount of $ 150 million that was designated as a hedge to lock in the Swiss franc (CHF) rate for a portion of the Company’s CHF net investment in its Lunaphore subsidiary in Switzerland. The objective of the hedge is to protect the net investment in the Company’s CHF-denominated operations against changes in the spot exchange rates, on a pre-tax basis. The hedging instrument has four interim settlement dates, which will reduce the notional on the hedging instrument by $ 10 million at each interim date, and will reduce the notional to $ 110 million at maturity. 68 Table of Contents The pretax amount of the gains and losses on our hedging instruments and the classification of those gains and losses with our Consolidated Financial Statements for the years ended June 30, 2025, 2024 and 2023 were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Gain) Loss Recognized in Accumulated Other Comprehensive Loss ​ Year Ended ​ ​ June 30, ​ 2025 ​ 2024 2023 Cash flow hedges ​ ​ ​ ​ ​ ​ ​ ​ ​ Forward starting swaps ​ $ 11,530 ​ $ 12,632 $ ( 1,340 ) Net investment hedges ​ ​ ​ ​ ​ ​ ​ ​ ​ Cross-currency swap ​ ​ 14,301 ​ ​ 4,015 ​ — Total ​ $ 25,831 ​ $ 16,647 ​ $ ( 1,340 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Gain) Loss Reclassified into Income ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ Income Statement ​ 2025 ​ 2024 2023 ​ Classification Cash flow hedges ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Forward starting swaps ​ $ ( 8,448 ) ​ $ ( 10,317 ) $ ( 4,526 ) ​ Interest expense Net investment hedges ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cross-currency swap ​ ​ ( 2,761 ) ​ ​ ( 3,210 ) ​ — ​ Interest expense Total ​ $ ( 11,209 ) ​ $ ( 13,527 ) ​ $ ( 4,526 ) ​ ​ ​ ​ ​ ​ ​ Gains or losses related to the net investment hedges are classified as foreign currency translation adjustments in the schedule of changes in Accumulated Other Comprehensive Income (“AOCI”) in Note 8, as these items are attributable to the Company’s hedges of its net investment in foreign operations. Gains or losses related to the cash flow hedges are classified as Unrealized gains (losses) on cash flow hedges in the schedule of changes in AOCI in Note 8. The instruments were valued using observable market inputs in active markets and therefore are classified as Level 2 liabilities. Fair value measurements of contingent consideration As of December 31 2023 ,  the Company's obligation for potential contingent consideration payments related to the Namocell and Asuragen acquisitions was relieved as the likelihood that the revenue thresholds and product milestones would be achieved in the timeframe established within the purchase agreement was remote. As a result, the Company reversed an accrual for the fair value of the contingent liabilities at the date of settlement during fiscal 2024, respectively. There was no contingent consideration throughout all of fiscal 2025. The following table presents a reconciliation of the liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ ​ 2025 ​ 2024 ​ ​ ​ ​ ​ ​ ​ ​ Fair value at the beginning of period ​ ​ $ — ​ $ 3,500 Purchase price contingent consideration (Note 4) ​ ​ — ​ — Change in fair value of contingent consideration ​ ​ — ​ ( 3,500 ) Payments ​ ​ — ​ — Fair value at the end of period ​ ​ $ — ​ $ — ​ 69 Table of Contents The use of different assumptions, applying different judgment to matters that inherently are subjective and changes in future market conditions could result in different estimates of fair value of our securities or contingent consideration, currently and in the future. If market conditions deteriorate, we may incur impairment charges for securities in our investment portfolio. Fair value measurements of other financial instruments  – The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it is practicable to estimate fair value. Cash and cash equivalents, certificates of deposit, accounts receivable, and accounts payable – The carrying amounts reported in the Consolidated Balance Sheets approximate fair value because of the short-term nature of these items. Long-term debt – The carrying amounts reported in the Consolidated Balance Sheets for the amount drawn on our line-of-credit facility and long-term debt approximates fair value because our interest rate is variable and reflects current market rates. ​ Note  6 . Debt and Other Financing Arrangements: On August 31, 2022, the Company entered into a revolving line-of-credit and term loan by a Credit Agreement (the Credit Agreement). The Credit Agreement provides for a revolving credit facility of $ 1 billion, which can be increased by an additional $ 400 million subject to certain conditions. Borrowings under the Credit Agreement may be used for working capital and expenditures of the Company and its subsidiaries, including financing permitted acquisitions. Borrowings under the Credit Agreement bear interest at a variable rate. The current outstanding debt is based on the one-month Secured Overnight Financing Rate (SOFR) plus an applicable margin. The applicable margin is determined from the total leverage ratio of the Company and updated on a quarterly basis. The annualized fee for any unused portion of the credit facility is currently 10 basis points. The Credit Agreement matures on August 31, 2027 and contains customary restrictive and financial covenants and customary events of default. As of June 30, 2025 and 2024, the outstanding balance under the Credit Agreement was $ 346.0 million and $ 319.0 million, respectively. Note 7. Leases: As a lessee, the Company leases offices, labs, and manufacturing facilities, as well as vehicles, copiers, and other equipment. The Company determines whether a contract is a lease or contains a lease at inception date. Upon commencement date, operating lease right-of-use assets and liabilities are recognized based on the present value of lease payments over the lease term. The discount rate used to calculate present value is the Company’s incremental borrowing rate or, if available, the rate implicit in the lease. The Company determines the incremental borrowing rate for each lease based primarily on its lease term and the economic environment of the applicable country or region. The Company recognizes operating lease expense on a straight-line basis over the lease term. Further, as part of our adoption of ASC 842 , the Company also made the accounting policy elections to not capitalize short term leases (defined as a lease with a lease term that is less than 12 months) and to combine lease and non-lease components for all asset classes in determining the lease payments. 70 Table of Contents The Consolidated Financial Statements include the following amounts related to operating leases where the Company is the lessee ($ in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended ​ ​ ​ June 30, ​ ​ ​ ​ ​ 2025 ​ ​ 2024 ​ ​ 2023 ​ Consolidated Statements of Earnings ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fixed operating lease expense ​ ​ $ 17,414 ​ $ 18,195 ​ $ 15,941 ​ Variable operating lease expense ​ ​ ​ 5,426 ​ ​ 4,988 ​ ​ 4,437 ​ Total operating lease expense ​ ​ $ 22,840 ​ $ 23,183 ​ $ 20,378 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated Statements of Cash Flows ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash paid for amounts included in the measurement of operating lease liabilities ​ ​ $ 16,320 ​ $ 17,729 ​ $ 14,934 ​ ROU assets obtained in exchange for operating lease obligations ​ ​ ​ 8,767 ​ ​ 11,051 ​ ​ 48,103 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated Balance Sheets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Lease Assets and Liabilities Balance Sheet Classification ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating lease ROU assets Right-of-use asset ​ $ 73,399 ​ $ 91,285 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating lease liabilities - current Operating lease liabilities - current ​ $ 14,098 ​ $ 12,920 ​ ​ ​ ​ Operating lease liabilities - long-term Operating lease liabilities ​ ​ 83,960 ​ ​ 87,618 ​ ​ ​ ​ Total operating lease liabilities ​ ​ $ 98,058 ​ $ 100,538 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average remaining lease term: ​ ​ ​ 7.6 years ​ ​ 8.5 years ​ ​ ​ ​ Weighted average discount rate: ​ ​ ​ 4.3 % ​ 4.2 % ​ ​ ​ ​ The following table summarizes payments by date for the Company’s operating leases, which is then reconciled to our total lease obligation (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ 2025 2026 ​ $ 17,685 2027 ​ 16,587 2028 ​ 16,312 2029 ​ 15,905 2030 ​ 13,444 Thereafter ​ 35,932 Total ​ $ 115,865 Less: Amounts representing interest ​ 17,807 Total lease obligations ​ $ 98,058 ​ Certain leases include one or more options to renew, with terms that extend the lease term up to five years . The Company includes option to renew the lease as part of the right of use lease asset and liability when it is reasonably certain the Company will exercise the option. In addition, certain leases contain fair value purchase and termination options with an associated penalty. In general, the Company is not reasonably certain to exercise such options. 71 Table of Contents Note  8. Supplemental Equity and   Accumulated Other Comprehensive Income (Loss) Information: Equity The Company has declared cash dividends per share of $ 0.32 in fiscal 2025, 2024, and 2023. During fiscal 2025, 2024, and 2023, the Company repurchased 4,550,195 shares at an average share price of $ 60.60 , 1,397,471 shares at an average share price of $ 57.28 , and 222,000  shares at an average share price of $ 88.12 , respectively. The Company’s accounting policy is to record the portion of share repurchases in excess of the par value entirely in retained earnings. In fiscal 2025, the Company incurred $ 1.8 million in excise tax from the share repurchase that was recorded in additional paid-in capital. During fiscal 2025, 2024 and 2023, the amounts within the Consolidated Statements of Shareholders’ Equity for the surrender and retirement of stock to exercise options due to net settlement stock options exercises, restricted stocks vesting, and restricted stock units vesting were $ 6.5 million, $ 21.9 million, and $ 28.9 million, respectively. Accumulated Other Comprehensive Income (Loss) The components of Other comprehensive income (loss) consist of changes in foreign currency translation adjustments and changes in net unrealized gains (losses) on derivative instruments designated as cash flow hedges. ​ 72 Table of Contents Changes in Accumulated other comprehensive income (loss) attributable to Bio-Techne by component (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized ​ ​ ​ ​ ​ ​ ​ ​ Gains ​ Foreign ​ ​ ​ ​ ​ (Losses) on ​ Currency ​ ​ ​ ​ ​ Derivative ​ Translation ​ ​ ​ ​ ​ Instruments Adjustments Total Balance as of June 30, 2022, net of tax ​ $ 8,069 ​ $ ( 83,269 ) ​ $ ( 75,200 ) Other comprehensive income (loss), before tax, attributable to Bio-Techne: : ​ ​ ​ ​ ​ ​ ​ ​ ​ Amounts before reclassifications (1) ​ ​ 1,340 ​ ​ 4,191 ​ ​ 5,531 Amounts reclassified out ​ ​ 4,526 ​ ​ 152 ​ ​ 4,678 Total other comprehensive income (loss), before tax, attributable to Bio-Techne: ​ ​ 5,866 ​ ​ 4,343 ​ ​ 10,209 Tax expense ​ ​ ( 1,073 ) ​ ​ — ​ ​ ( 1,073 ) Total other comprehensive income (loss), net of tax, attributable to Bio-Techne: ​ ​ 4,793 ​ ​ 4,343 ​ ​ 9,136 Balance as of June 30, 2023, net of tax (2) ​ $ 12,862 ​ $ ( 78,926 ) ​ $ ( 66,064 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other comprehensive income (loss), before tax: ​ ​ ​ ​ ​ ​ ​ ​ ​ Amounts before reclassifications ​ ​ ( 12,632 ) ​ ​ ( 9,941 ) ​ ​ ( 22,573 ) Amounts reclassified out ​ ​ 10,317 ​ ​ 3,210 ​ ​ 13,527 Total other comprehensive income (loss), before tax ​ ​ ( 2,315 ) ​ ​ ( 6,731 ) ​ ​ ( 9,046 ) Tax expense ​ ​ ( 2,445 ) ​ ​ ( 761 ) ​ ​ ( 3,206 ) Total other comprehensive income (loss), net of tax ​ ( 4,760 ) ​ ​ ( 7,492 ) ​ ​ ( 12,252 ) Balance as of June 30, 2024, net of tax (2) ​ $ 8,102 ​ $ ( 86,418 ) ​ $ ( 78,316 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other comprehensive income (loss), before tax: ​ ​ ​ ​ ​ ​ ​ ​ ​ Amounts before reclassifications ​ ​ ( 12,011 ) ​ ​ 21,895 ​ ​ 9,884 Amounts reclassified out ​ ​ 8,448 ​ ​ 2,761 ​ ​ 11,209 Total other comprehensive income (loss), before tax ​ ​ ( 3,563 ) ​ ​ 24,656 ​ ​ 21,093 Tax expense ​ ​ ( 2,003 ) ​ ​ ( 654 ) ​ ​ ( 2,657 ) Total other comprehensive income (loss), net of tax ​ ( 5,566 ) ​ ​ 24,002 ​ ​ 18,436 Balance as of June 30, 2025, net of tax (2) ​ $ 2,536 ​ $ ( 62,416 ) ​ $ ( 59,880 ) (1) Amounts before reclassifications related to foreign currency translation adjustments in the table above includes the amount attributable to Bio-Techne and excludes the $ 33 thousand attributable to the non-controlling interest in Eminence as of June 30, 2023. (2) The Company had a net deferred tax liability for its cash flow hedge of $ 0.8 million, $ 2.5 million, and $ 4.0 million as of June 30, 2025, 2024 and 2023. Income taxes are not provided for foreign translation relating to permanent investments in international subsidiaries, but tax effects within foreign currency translation adjustments do include impacts from the net investment hedge. ​ 73 Table of Contents Note  9. Earnings Per Share: The following table reflects the calculation of basic and diluted earnings per share (in thousands, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ ​ 2025 2024 2023 Earnings per share – basic: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net earnings, including noncontrolling interest ​ ​ $ 73,400 $ 168,105 $ 285,442 Less net earnings attributable to noncontrolling interest ​ ​ ​ — ​ ​ — ​ ​ 179 Net earnings attributable to Bio-Techne ​ ​ $ 73,400 ​ $ 168,105 ​ $ 285,263 Income allocated to participating securities ​ ​ ( 37 ) ​ ( 33 ) ​ ( 70 ) Income available to common shareholders ​ ​ $ 73,363 ​ $ 168,072 ​ $ 285,193 Weighted-average shares outstanding – basic ​ ​ 157,521 ​ 157,708 ​ 157,179 Earnings per share – basic ​ ​ $ 0.47 ​ $ 1.07 ​ $ 1.81 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings per share – diluted: ​ ​ ​ ​ Net earnings, including noncontrolling interest ​ ​ $ 73,400 ​ $ 168,105 ​ $ 285,442 Less net earnings attributable to noncontrolling interest ​ ​ ​ — ​ ​ — ​ ​ 179 Net earnings attributable to Bio-Techne ​ ​ $ 73,400 ​ $ 168,105 ​ $ 285,263 Income allocated to participating securities ​ ​ ( 37 ) ​ ( 33 ) ​ ( 70 ) Income available to common shareholders ​ ​ $ 73,363 ​ $ 168,072 ​ $ 285,193 Weighted-average shares outstanding – basic ​ ​ 157,521 ​ 157,708 ​ 157,179 Dilutive effect of stock options and restricted stock units ​ ​ 2,196 ​ 3,066 ​ 4,676 Weighted-average common shares outstanding – diluted ​ ​ 159,717 ​ 160,774 ​ 161,855 Earnings per share – diluted ​ ​ $ 0.46 ​ $ 1.05 ​ $ 1.76 ​ Basic net income per common share is calculated based on the weighted average number of common shares outstanding during the period. Diluted net income per common share is computed by dividing net income by the weighted average number of common and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares of our stock result from dilutive common stock options and restricted stock units. We use the treasury stock method to calculate the weighted-average shares used in the diluted earnings per share computation. Under the treasury stock method, the proceeds from exercise of an option, the amount of compensation cost, if any, for future service that we have not yet recognized, and the amount of estimated tax benefits that would be recorded in paid-in capital, if any, when the option is exercised are assumed to be used to repurchase shares in the current period. The dilutive effect of stock options in the above table excludes all options for which the aggregate exercise proceeds exceeded the average market price for the period. The number of potentially dilutive option shares excluded from the calculation was 3.8  million, 3.9 million, and 4.5  million for fiscal 2025, 2024 and 2023, respectively. Note  10.  Share-based Compensation and Other Benefit Plans: The cost of employee services received in exchange for the award of equity instruments is based on the fair value of the award at the date of grant. Compensation cost is recognized using a straight-line method over the vesting period and is net of estimated forfeitures. Stock option exercises and stock awards are satisfied through the issuance of new shares. Equity incentive plan: The 2020 Equity Incentive Plan, which replaced the Company’s Second Amended and Restated 2010 Equity Incentive Plan (collectively, the Plans), provides for the granting of incentive and nonqualified stock options, restricted stock, restricted stock units, performance shares, performance units and stock appreciation rights. There were 36.2 million shares of common stock authorized for grant under the Plans. The maximum aggregate number of shares of common stock reserved and available for awards under the 2020 Equity Incentive Plan is 9,936,808 shares. At June 30, 2025, there were 6.8 million shares of common stock available for grant under the 2020 Equity Incentive Plan. The maximum term of incentive options granted under the 2020 Equity Incentive Plan is ten years . The Plans are administered 74 Table of Contents by the Board of Directors and its Executive Compensation Committee, which determine the persons who are to receive awards under the Plans, the number of shares subject to each award and the term and exercise price of each award. The number of shares of common stock subject to outstanding awards as of June 30, 2025 under the Plans were 9.5  million. The fair values of options granted under the Plans were estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions used: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ ​ 2025 ​ 2024 ​ 2023 ​ Dividend yield ​ 0.45 % 0.41 % 0.34 % Expected volatility ​ 32 - 36 % 30 - 37 % 30 - 36 % Risk-free interest rates ​ 3.5 - 4.4 % 3.8 - 4.8 % 2.8 - 4.4 % Expected lives (years) ​ 4.6 ​ 4.4 ​ 4.7 ​ ​ The dividend yield is based on the Company’s historical annual cash dividend divided by the market value of the Company’s common stock. The expected annualized volatility is based on the Company’s historical stock price over a period equivalent to the expected life of the option granted. The risk-free interest rate is based on U.S. Treasury constant maturity interest rates with a term consistent with the expected life of the options granted. Stock option activity under the Plans for the three years ended June 30, 2025, consists of the following (shares in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Aggregate Weighted ​ ​ Number of ​ Average ​ Intrinsic ​ Average ​ ​ Shares (in ​ Exercise ​ Value ​ Contractual ​ ​ thousands) ​ Price ​ (millions) ​ Life (years) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Outstanding at June 30, 2022 13,269 ​ $ 51.20 ​ Granted 2,351 ​ 93.81 ​ Forfeited ( 118 ) ​ 85.99 ​ Exercised ( 1,578 ) ​ 29.48 ​ Outstanding at June 30, 2023 13,924 ​ $ 60.56 ​ Granted 1,060 ​ 79.69 ​ Forfeited ( 1,165 ) ​ 90.86 ​ Exercised ( 2,240 ) ​ 33.34 ​ Outstanding at June 30, 2024 11,579 ​ $ 64.53 ​ ​ Granted 913 ​ 72.66 ​ Forfeited ( 1,823 ) ​ 66.45 ​ Exercised ( 1,209 ) ​ 41.91 ​ Outstanding at June 30, 2025 9,460 ​ $ 67.83 ​ $ 155.0 2.9 Exercisable at June 30, 2023: 8,641 ​ 44.76 ​ ​ Exercisable at June 30, 2024: 8,208 ​ 53.57 ​ ​ Exercisable at June 30, 2025: 7,133 ​ 62.69 ​ 80.2 1.8 ​ The weighted average fair value of options granted during fiscal 2025, 2024, and 2023 was $ 24.75 , $ 27.27 , and $ 29.53 , respectively. The total intrinsic value of options exercised during fiscal 2025, 2024, and 2023 were $ 36.9  million, $ 100.8 million, and $ 90.2 million, respectively. The total fair value of options exercised during fiscal 2025, 2024, and 2023 were $ 50.7  million, $ 58.2 million, and $ 46.5  million, respectively. The total fair value of options vested during fiscal 2025, 2024, and 2023 were $ 36.4 million, $ 31.6 million, and $ 31.0 million, respectively. Stock options vest over a four-year period. Option exercise prices for options granted by the Company equal the closing price of the Company’s common stock on the New York Stock Exchange on the date of grant. 75 Table of Contents Restricted common stock activity under the Plans for the three years ended June 30, 2025, consists of the following (units in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ Average ​ ​ ​ ​ ​ Weighted ​ Remaining ​ ​ Number of ​ ​ Average Grant ​ Contractual ​ ​ Shares (in ​ ​ Date Fair ​ Term ​ ​ thousands) ​ ​ Value ​ (years) Unvested at June 30, 2022 66 ​ $ 85.83 Granted 11 ​ 73.94 Vested ( 40 ) ​ 78.85 Forfeited — ​ — Unvested at June 30, 2023 37 ​ $ 89.91 Granted 28 ​ 57.38 Vested ( 30 ) ​ 82.51 Forfeited — ​ — Unvested at June 30, 2024 35 ​ $ 70.22 Granted 13 ​ 68.67 Vested ( 26 ) ​ 76.67 Forfeited — ​ — Unvested at June 30, 2025 22 ​ $ 61.92 ​ 7.6 ​ The total fair value of restricted shares that vested was $ 2.0  million for fiscal 2025, $ 2.4 million for fiscal 2024, and $ 3.1  million for fiscal 2023. Restricted stock unit activity under the Plans for the three years ended June 30, 2025, consists of the following (units in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ Average ​ ​ ​ ​ ​ Weighted ​ Remaining ​ ​ Number of ​ ​ Average Grant ​ Contractual ​ ​ Units ​ ​ Date Fair ​ Term ​ (in thousands) ​ Value (years) Outstanding at June 30, 2022 302 $ 75.54 Granted 107 ​ 90.96 Vested ( 123 ) ​ 52.34 Forfeited ( 3 ) ​ ​ 106.13 Outstanding at June 30, 2023 283 $ 91.10 Granted 374 ​ 78.16 Vested ( 129 ) ​ 76.42 Forfeited ( 31 ) ​ 99.96 Outstanding at June 30, 2024 497 $ 84.62 Granted 547 ​ 73.63 Vested ( 134 ) ​ 79.12 Forfeited ( 79 ) ​ 105.71 Outstanding at June 30, 2025 831 $ 76.28 52.9 ​ The total fair value of restricted stock units that vested was $ 10.6  million for fiscal 2025, $ 9.9 million for fiscal 2024, and $ 6.4 million for fiscal 2023. The restricted stock units vest over a three-year period. Stock-based compensation cost, inclusive of payroll taxes, of $ 40.0 million, $ 38.5  million, and $ 39.3  million was included in Selling, general and administrative expense in fiscal 2025, 2024 and 2023, respectively. Additionally, stock-based 76 Table of Contents compensation costs, inclusive of payroll taxes, of $ 1.3 million, $ 0.9 million, and $ 1.0 million was included in Cost of sales sold in fiscal 2025, 2024, and 2023, respectively. As of June 30, 2025, there was $ 39.3  million of unrecognized compensation cost related to non-vested stock options, non-vested restricted stock units and non-vested restricted stock which will be expensed in fiscal 2026 through 2029 using a 4.5 % forfeiture rate. The weighted average period over which the compensation cost is expected to be recognized is 1.9  years. Employee stock purchase plan:  In fiscal 2015, the Company established the Bio-Techne Corporation 2014 Employee Stock Purchase Plan (ESPP), which was approved by the Company’s shareholders on October 30, 2014, and which is designed to comply with IRS provisions governing employee stock purchase plans. 800,000 shares were allocated to the ESPP. The Company recorded expense of $ 0.8  million, $ 0.9 million, and $ 0.9 million for the ESPP in fiscal 2025, 2024, and 2023, respectively. Profit sharing and savings plans: The Company has profit sharing and savings plans for its U.S. employees, which conform to IRS provisions for 401(k) plans. The Company makes matching contributions to the Plan. The Company has recorded an expense for contributions to the plans of $ 6.3  million, $ 5.8 million, and $ 4.9 million for the years ended June 30, 2025, 2024, and 2023, respectively. The Company operates defined contribution pension plans, which consists of primarily our U.K. and China employees. The Company’s contribution to the defined pension contribution plan was $ 5.6 million, $ 5.5 million, and $ 2.4 million for the years ended June 30, 2025, 2024 and 2023, respectively. Performance incentive programs: In fiscal 2025, under certain employment agreements, a Management Incentive Plan, and a Business Incentive Plan, available to executive officers, certain management personnel, and certain other professional employees, the Company recorded cash bonuses of $ 32.8 million, granted options for 912,717  shares of common stock, issued 12,736  restricted common shares and 547,369  restricted stock units. In fiscal 2024 and fiscal 2023, the Company recorded cash bonuses of $ 13.5 million and $ 10.8  million, granted options for 1,060,126 and 2,350,980 shares of common stock, issued 27,876 and 10,816 restricted common stock shares and 374,448 and 107,202 restricted stock units, respectively. Note 11. Other Income / (Expense): The components of Other income (expense) in the accompanying Consolidated Statements of Earnings and Comprehensive Income are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ 2025 2024 2023 Interest expense ​ ​ $ ( 8,509 ) ​ $ ( 15,736 ) ​ $ ( 11,215 ) Interest income ​ ​ ​ 3,886 ​ ​ 3,323 ​ ​ 3,410 Gain (loss) on investment (1) ​ ​ ​ — ​ ​ 283 ​ ​ 49,328 Gain (loss) on equity method investment ​ ​ ​ 938 ​ ​ ( 6,841 ) ​ ​ ( 1,143 ) Other non-operating income (expense), net ​ ​ ( 107 ) ​ ( 2,026 ) ​ ( 665 ) Total other income (expense) ​ ​ $ ( 3,792 ) ​ $ ( 20,997 ) ​ $ 39,715 (1) For fiscal 2024, this is for a $ 0.3 million gain on the sale of our exchange trade investment grade bond funds. For fiscal 2023, this is for a $ 37.2 million gain on the sale of our CCXI investment, an $ 11.7 million gain on the sale of Eminence, and a gain of $ 0.4 million related to the change in fair value of our exchange traded bond funds. Note  12. Income Taxes: Income before income taxes was comprised of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ 2025 2024 2023 Domestic ​ $ 86,814 ​ $ 174,806 ​ $ 288,458 Foreign ​ 11,649 ​ 10,883 ​ 50,201 Earnings before income taxes ​ $ 98,463 ​ $ 185,689 ​ $ 338,659 ​ 77 Table of Contents The provision for income taxes consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ 2025 2024 2023 Taxes on income consist of: ​ ​ ​ ​ ​ ​ ​ ​ ​ Current tax provision: ​ ​ ​ Federal $ 54,589 $ 40,228 $ 59,810 State ​ 10,402 ​ 4,853 ​ 12,753 Foreign ​ 11,224 ​ 12,664 ​ 10,453 Total current tax provision ​ 76,215 ​ 57,745 ​ 83,016 Deferred tax provision: ​ ​ ​ Federal ​ ( 46,433 ) ​ ( 28,301 ) ​ ( 28,829 ) State ​ ( 4,303 ) ​ ( 4,563 ) ​ ( 2,414 ) Foreign ​ ( 416 ) ​ ( 7,297 ) ​ 1,444 Total deferred tax provision ​ ( 51,152 ) ​ ( 40,161 ) ​ ( 29,799 ) Total income tax provision $ 25,063 $ 17,584 $ 53,217 ​ The Company’s discrete tax benefits in fiscal 2025, 2024, and 2023 primarily related to share-based compensation excess tax benefits of $ 4.5  million, $ 18.4 million, and $ 12.3 million, respectively. The following is a reconciliation of the federal tax calculated at the statutory rate to the actual income taxes provided: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ 2025 2024 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income tax expense at federal statutory rate ​ ​ 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit ​ ​ 2.2 ​ ( 0.2 ) ​ 2.5 ​ Research and development tax credit ​ ​ ( 3.3 ) ​ ( 2.2 ) ​ ( 1.3 ) ​ Foreign tax rate differences ​ ​ 6.2 ​ 3.1 ​ ( 0.6 ) ​ Option exercises ​ ​ ( 3.9 ) ​ ( 8.8 ) ​ ( 3.3 ) ​ U.S. taxation of foreign earnings ​ ​ 0.4 ​ 0.1 ​ 0.4 ​ Foreign derived intangible income ​ ​ ( 12.0 ) ​ ( 4.8 ) ​ ( 3.4 ) ​ Foreign withholding tax ​ ​ 0.1 ​ ​ ( 1.2 ) ​ ​ 1.5 ​ Executive compensation limitations (1) ​ ​ 12.5 ​ 2.7 ​ 0.8 ​ Changes in unrecognized tax benefits ​ ​ ( 2.5 ) ​ ​ — ​ ​ — ​ Valuation allowance ​ ​ 17.4 ​ ​ — ​ ​ — ​ Outside basis difference ​ ​ ( 12.9 ) ​ ​ — ​ ​ — ​ Other, net ​ ​ 0.2 ​ ( 0.2 ) ​ ( 1.9 ) ​ Effective tax rate ​ ​ 25.5 % 9.5 % 15.7 % (1) This includes the impact of the non-deductible portion of a non-recurring arbitration award of 7.9 % . ​ 78 Table of Contents Deferred taxes on the Consolidated Balance Sheets consisted of the following temporary differences (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ 2025 2024 ​ ​ ​ ​ ​ ​ ​ Inventory ​ $ 14,056 ​ $ 9,675 Net operating loss carryovers ​ 26,758 ​ 25,065 Tax credit carryovers ​ 8,706 ​ 9,118 Excess tax basis in investments ​ 23,562 ​ 1,115 Deferred compensation ​ 18,022 ​ 16,628 Lease liability ​ 15,094 ​ 19,501 Capitalized R&D ​ ​ 39,694 ​ ​ 36,151 Held-for-sale asset impairment ​ ​ — ​ ​ 5,216 Derivatives ​ ​ 3,450 ​ ​ — Other ​ 10,196 ​ 6,119 Valuation allowance ​ ( 33,769 ) ​ ( 19,265 ) Deferred tax assets ​ 125,769 ​ 109,323 ​ ​ ​ ​ ​ ​ ​ Intangible asset amortization ​ ( 84,113 ) ​ ( 120,648 ) Depreciation ​ ( 19,287 ) ​ ( 20,448 ) Right of use asset ​ ( 13,572 ) ​ ( 17,876 ) Derivatives ​ ​ — ​ ​ ( 2,516 ) Other ​ ( 4,659 ) ​ ( 3,698 ) Deferred tax liabilities ​ ( 121,631 ) ​ ( 165,186 ) Net deferred income tax assets (liabilities) ​ $ 4,138 ​ $ ( 55,863 ) ​ A deferred tax valuation allowance is required when it is more likely than not that all or a portion of deferred tax assets will not be realized. The valuation allowance as of June 30, 2025 was $ 33.8  million compared to $ 19.3  million in the prior year. As of June 30, 2025, we had a $ 33.8  million valuation allowance, of which $ 13.1 million is from outside basis differences, with the remainder relating to certain foreign and state tax net operating loss and state credit carryforwards. The Company believes it is more likely than not that these tax carryovers will not be realized. As of June 30, 2025, the Company has federal operating loss carryforwards of approximately $ 15.4  million and state operating loss carryforwards of $ 127.2  million from its previous acquisitions, which are not limited under IRC Section 382. As of June 30, 2025, the Company has foreign net operating loss carryforwards of $ 116.3 million. Some of the net operating loss carryforwards expire between fiscal 2026 and 2036. Federal net operating loss carryforwards generated after December 31, 2017 have an indefinite carryforward period but the Company expects to be fully utilize these attributes by June 30, 2032. The Company has a deferred tax asset of $ 10.5  million, net of the valuation allowance discussed above, related to the net operating loss carryovers. As of June 30, 2025, the Company has federal and state tax credit carryforwards of $ 4.9  million and $ 4.8 million, respectively. The federal tax credit carryforwards expire between 2028 and 2040. The majority of the state credit carryforwards have no expiry date. The state credit carryforwards that have expiry dates have a full valuation allowance. The Company has a deferred tax asset of $ 5.1 million, net of the valuation allowance discussed above, related to the tax credit carryovers. As of June 30, 2025, the Company has approximately $ 179 million of undistributed earnings in its foreign subsidiaries. Approximately $ 73 million of these earnings are no longer considered permanently reinvested and the Company expects to be able to repatriate earnings on a tax neutral basis. The Company has not provided deferred taxes on approximately $ 106 million of undistributed earnings from non-U.S. subsidiaries as of June 30, 2025 which are indefinitely reinvested in operations. Because of the multiple entities as well as the complexities of laws and regulations by which to repatriate the earnings to minimize tax cost, it is not practical to determine the income tax liability that would be payable if such earnings were not reinvested indefinitely. A deferred tax liability will be recognized if the Company can no longer demonstrate that it plans to indefinitely reinvest the undistributed earnings. 79 Table of Contents We continue to analyze our global working capital requirements and the potential tax liabilities that would be incurred if the non-U.S. subsidiaries distribute cash to the U.S. parent, which include local country withholding tax and potential U.S. state taxation. The following is a reconciliation of the beginning and ending balance of unrecognized tax benefits (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ 2025 2024 2023 Beginning balance ​ $ 5,278 ​ $ 5,291 ​ $ 5,302 Decrease in unrecognized tax benefits for prior year positions ​ ( 1,950 ) — ​ — FX impact ​ ​ 1 ​ ​ ( 13 ) ​ ​ ( 11 ) Ending balances ​ $ 3,329 ​ $ 5,278 ​ $ 5,291 ​ Included in the balance of unrecognized tax benefits for fiscal 2025 are potential benefits of $ 3.3 million that, if recognized, would affect the effective tax rate on income from continuing operations. The Company recognizes interest and penalties related to unrecognized tax benefits in its provision for income taxes. The Company had $ 0.2 million of accrued interest and penalties as of June 30, 2025. The amount recorded for the periods ended June 30, 2024 and 2023, was $ 0.6 million and $ 0.5 million, respectively, in accrued interest and penalties. The Company does not believe it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase in the next twelve months. The Company files income tax returns in the U.S. federal and certain state tax jurisdictions, and several jurisdictions outside the U.S. The Company’s federal returns are subject to tax assessment for 2020 and subsequent years. State and foreign income tax returns are generally subject to examination for a period of three to five years after filing of the respective return. The state impact of any federal changes remains subject to examination by various states for a period of up to one year after formal notification to the states. Note  13. Segment Information: The Company operates under  two  operating segments, Protein Sciences and Diagnostics and Spatial Biology. The Company’s Protein Sciences segment is comprised of the reagent solutions division and analytical solutions division. Our Protein Sciences segment is a leading developer and manufacturer of high-quality biological reagents used in all aspects of life science research, diagnostics and cell and gene therapy. This segment also includes proteomic analytical tools, both manual and automated, that offer researchers and pharmaceutical manufacturers efficient and streamlined options for automated western blot and multiplexed ELISA workflow. No customer in the Protein Sciences segment accounted for more than 10% of the segment’s net sales for fiscal 2025, 2024, and 2023. The Company’s Diagnostics and Spatial Biology segment is comprised of the diagnostics reagents division, spatial biology divsion, and molecular diagnostics division. Our Diagnostics and Spatial Biology segment develops and manufactures diagnostic products, including controls, calibrators, and diagnostic assays for the regulated diagnostics market, exosome-based molecular diagnostic assays, advanced tissue-based in-situ hybridization assays for spatial genomic and tissue biopsy analysis, and genetic and oncology kits for research and clinical applications. No customer in the Diagnostics and Spatial Biology segment accounted for more than 10% of the segment’s net sales for fiscal 2025, 2024, and 2023. There are no concentrations of business transacted with a particular customer or supplier or concentrations of revenue from a particular product or geographic area that would severely impact the Company in the near term. The Company discloses segment operating income as its measure of segment profit, reconciled to both total operating income and income before taxes. Business segment operating income excludes certain expenses and income that are not allocated to business segments (described below as unallocated amounts). Business segment disclosures consider information used by/provided to the Company’s chief operating decision maker (CODM). For the Company, the CODM is the Chief Executive Officer. The CODM uses segment operating income to allocate resources to segments in the planning and forecasting process along with periodic reviews of results and overall market activity. 80 Table of Contents The following is financial information relating to the operating segments (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended June 30, 2025 ​ ​ Protein Sciences ​ ​ Diagnostics and Spatial Biology ​ ​ Total Net sales $ 870,245 ​ $ 346,263 ​ $ 1,216,508 Other revenue (1) ​ ​ ​ ​ ​ ​ ​ 4,152 Intersegment ​ ​ ​ ​ ​ ​ ​ ( 1,025 ) Consolidated net sales ​ ​ ​ ​ ​ ​ $ 1,219,635 Segment operating income ​ ​ ​ ​ ​ ​ ​ ​ Cost of sales ​ 212,225 ​ ​ 147,946 ​ ​ ​ Selling, general and administrative ​ 229,058 ​ ​ 136,103 ​ ​ ​ Research and development ​ 58,609 ​ ​ 40,890 ​ ​ ​ Segment operating income $ 370,353 ​ $ 21,324 ​ $ 391,677 Unallocated amounts ​ ​ ​ ​ ​ ​ ​ ​ Costs recognized on sale of acquired inventory ​ ​ ​ ​ ​ ​ ​ ( 751 ) Amortization of intangibles ​ ​ ​ ​ ​ ​ ​ ( 75,321 ) Acquisition related expenses and other ​ ​ ​ ​ ​ ​ ​ ( 12,064 ) Certain litigation charges ​ ​ ​ ​ ​ ​ ​ ( 41,827 ) Impairment of assets held-for-sale ​ ​ ​ ​ ​ ​ ​ ( 80,503 ) Stock based compensation, inclusive of employer taxes ​ ​ ​ ​ ​ ​ ​ ( 42,158 ) Restructuring and restructuring-related costs ​ ​ ​ ​ ​ ​ ​ ( 28,231 ) Corporate general, selling, and administrative expenses ​ ​ ​ ​ ​ ​ ​ ( 8,088 ) Impact of business held-for-sale (1) ​ ​ ​ ​ ​ ​ ​ ( 479 ) Consolidated operating income ​ ​ ​ ​ ​ ​ $ 102,255 ​ (1) Since December 31, 2023, the Company has a business that has met the held-for-sale criteria. Segment results exclude the results of this business held-for-sale for fiscal 2025. 81 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended June 30, 2024 ​ ​ Protein Sciences ​ ​ Diagnostics and Spatial Biology ​ ​ Total Net sales $ 830,902 ​ $ 326,392 ​ $ 1,157,294 Other revenue (1) ​ ​ ​ ​ ​ ​ ​ 4,153 Intersegment ​ ​ ​ ​ ​ ​ ​ ( 2,387 ) Consolidated net sales ​ ​ ​ ​ ​ ​ $ 1,159,060 Segment operating income ​ ​ ​ ​ ​ ​ ​ ​ Cost of sales ​ 201,981 ​ ​ 134,963 ​ ​ ​ Selling, general and administrative ​ 217,235 ​ ​ 127,131 ​ ​ ​ Research and development ​ 56,911 ​ ​ 39,752 ​ ​ ​ Segment operating income $ 354,775 ​ $ 24,546 ​ $ 379,321 Unallocated amounts ​ ​ ​ ​ ​ ​ ​ ​ Costs recognized on sale of acquired inventory ​ ​ ​ ​ ​ ​ ​ ( 729 ) Amortization of intangibles ​ ​ ​ ​ ​ ​ ​ ( 78,318 ) Acquisition related expenses and other ​ ​ ​ ​ ​ ​ ​ ( 6,980 ) Certain litigation charges ​ ​ ​ ​ ​ ​ ​ ( 3,506 ) Impairment of assets held-for-sale ​ ​ ​ ​ ​ ​ ​ ( 21,963 ) Stock based compensation, inclusive of employer taxes ​ ​ ​ ​ ​ ​ ​ ( 40,277 ) Restructuring and restructuring-related costs ​ ​ ​ ​ ​ ​ ​ ( 12,245 ) Corporate general, selling, and administrative expenses ​ ​ ​ ​ ​ ​ ​ ( 9,142 ) Impact of business held-for-sale (1) ​ ​ ​ ​ ​ ​ ​ 525 Consolidated operating income ​ ​ ​ ​ ​ ​ $ 206,686 ​ (1) Since December 31, 2023, the Company has a business that has met the held-for-sale criteria. Segment results exclude the six-month results of this business held-for-sale for the period starting December 31, 2023 through June 30, 2024 while the business has met the held-for-sale criteria. ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended June 30, 2023 ​ ​ Protein Sciences ​ ​ Diagnostics and Spatial Biology ​ ​ Total Net sales $ 845,747 ​ $ 292,602 ​ $ 1,138,349 Intersegment ​ ​ ​ ​ ​ ​ ​ ( 1,647 ) Consolidated net sales ​ ​ ​ ​ ​ ​ $ 1,136,702 Segment operating income ​ ​ ​ ​ ​ ​ ​ ​ Cost of sales ​ 209,332 ​ ​ 113,517 ​ ​ ​ Selling, general and administrative ​ 204,480 ​ ​ 101,806 ​ ​ ​ Research and development ​ 58,251 ​ ​ 34,242 ​ ​ ​ Segment operating income $ 373,684 ​ $ 43,037 ​ $ 416,721 Unallocated amounts ​ ​ ​ ​ ​ ​ ​ ​ Costs recognized on sale of acquired inventory ​ ​ ​ ​ ​ ​ ​ ( 400 ) Amortization of intangibles ​ ​ ​ ​ ​ ​ ​ ( 76,413 ) Impact of partially-owned consolidated subsidiaries ​ ​ ​ ​ ​ ​ ​ 647 Acquisition related expenses and other ​ ​ ​ ​ ​ ​ ​ 9,965 Stock based compensation, inclusive of employer taxes ​ ​ ​ ​ ​ ​ ​ ( 41,217 ) Restructuring and restructuring-related costs ​ ​ ​ ​ ​ ​ ​ ( 3,829 ) Corporate general, selling, and administrative expenses ​ ​ ​ ​ ​ ​ ​ ( 6,530 ) Consolidated operating income ​ ​ ​ ​ ​ ​ $ 298,944 ​ 82 Table of Contents The Company has some integrated facilities that serve both segments. As such, asset and capital expenditure information by operating segment has not been provided and is not available, since the Company does not produce or utilize such information internally. In addition, although depreciation and amortization expense is a component of each operating segment’s operating results, it is not discretely identifiable. The Company has disclosed sales by geographic area based on the location of the customer or distributor in Note 2. The Company has disclosed dis-aggregated product and service revenue by consumables, instruments, and services in Note 2. The Company considers total instrument and total service revenue to represent similar groups of products in the fiscal years presented. The Company considers our consumables sold in the Protein Sciences and Diagnostics and Spatial Biology segments to represent different groups of products and therefore have separately disclosed the related consumables revenue (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ 2025 2024 2023 Consumables revenue - Protein Sciences ​ $ 684,165 ​ $ 657,679 ​ $ 665,301 Consumables revenue - Diagnostics and Spatial Biology ​ 283,969 ​ 266,348 ​ 252,432 Consumables revenue - Other revenue (1) ​ ​ 4,152 ​ ​ 4,153 ​ ​ — Total consumable revenue ​ $ 972,286 ​ $ 928,180 ​ $ 917,733 (1) Includes the results of a business that has met the held-for-sale criteria since December 31, 2023. The following is financial information relating to geographic areas (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended June 30, ​ 2025 2024 Long-lived assets: ​ ​ ​ ​ ​ ​ United States and Canada ​ $ 202,800 $ 211,597 Europe 36,030 ​ 27,862 Asia ​ 6,889 ​ 11,695 Total long-lived assets ​ $ 245,719 $ 251,154 Intangible assets: ​ ​ United States and Canada ​ $ 301,971 $ 443,740 Europe ​ 63,628 ​ 63,138 Asia ​ — ​ 203 Total intangible assets ​ $ 365,599 $ 507,081 ​ Long-lived assets are comprised of land, buildings and improvements and equipment, net of accumulated depreciation. Note  14. Restructurings: Fiscal 2025 Restructuring Actions: During the fourth quarter, management engaged in a series of restructuring activities to optimize components of our global manufacturing processes. These activities included adjusting manufacturing locations and protocols of certain products to better align with geographical and customer demand. Associated with these manufacturing changes, the Company incurred asset impairments of $ 11.5 million. Additionally, the Company pursued strategic divestiture of the Exosome Diagnostics business. The Company is expecting to incur costs related to these actions through fiscal 2026, which will be recorded when specified criteria are met. As part of these actions, certain assets and liabilities associated with a disposal group in our Diagnostics and Spatial Biology segment were classified as held-for-sale as of May 31, 2025, including $ 4.5 million of goodwill allocated to the disposal group on a relative fair value basis. As a result of an impairment test performed over the disposal group during fiscal 2025, a cumulative impairment charge of $ 83.1 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 2025. 83 Table of Contents The restructuring and restructuring-related charges for periods presented were recorded in the Consolidated Statements of Earnings and Comprehensive Income as follows (in thousands): ​ ​ ​ ​ ​ ​ Year Ended ​ ​ June 30, ​ ​ 2025 Cost of sales ​ $ 11,471 Selling, general and administrative ​ ​ 84,160 Total ​ $ 95,631 Restructuring and restructuring-related costs by segment are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended June 30, 2025 ​ ​ ​ Employee ​ ​ Asset-related ​ ​ Impairment of ​ ​ ​ ​ ​ ​ severance ​ ​ and other ​ ​ assets held-for-sale ​ ​ Total Protein Sciences ​ $ — ​ $ 11,471 ​ $ — ​ $ 11,471 Diagnostics and Spatial Biology ​ ​ — ​ ​ — ​ ​ 83,059 ​ ​ 83,059 Corporate ​ ​ 1,041 ​ ​ 60 ​ ​ — ​ ​ 1,101 Total ​ $ 1,041 ​ $ 11,531 ​ $ 83,059 ​ $ 95,631 ​ The following table summarizes the changes in the Company’s accrued restructuring balance, which is included within Accrued expenses in the accompanying Consolidated Balance Sheets. Other amounts reported as restructuring and restructuring-related costs in the accompanying Consolidated Statements of Income and Comprehensive Income have been summarized in the notes to the table (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Impairment ​ ​ ​ ​ ​ Employee ​ Asset ​ ​ of assets ​ ​ ​ severance (1) impairment and other (2) ​ ​ held-for-sale Total Expense incurred in the fourth quarter of 2025 ​ $ 1,041 ​ $ 11,531 ​ $ 83,059 ​ $ 95,631 Cash payments ​ ​ — ​ ​ — ​ ​ — ​ ​ — Non-cash adjustments ​ ​ — ​ ​ ( 11,471 ) ​ ​ ( 83,059 ) ​ ​ ( 94,530 ) Accrued restructuring actions balance as of June 30, 2025 ​ $ 1,041 ​ $ 60 ​ $ — ​ $ 1,101 (1) Relates to impacted employees’ final paycheck, separation payments, outplacement services, legal fees, and retention packages. (2) Primarily relates to impairment of inventory and equipment. In the first quarter of fiscal 2025, the Company announced enterprise-wide restructuring focused on recovering operating margins and optimizing our manufacturing footprint. The Company is expecting to incur costs related to these actions through fiscal 2026, which will be recorded when specified criteria are met. The restructuring and restructuring-related charges for periods presented were recorded in the Consolidated Statements of Earnings and Comprehensive Income as follows (in thousands): ​ ​ ​ ​ ​ ​ Year Ended ​ ​ June 30, ​ ​ 2025 Cost of sales ​ $ 8,585 Selling, general and administrative (1) ​ ​ 5,832 Total ​ $ 14,417 (1) Restructuring actions impacting research and development are not material to separately disclose and have been included within Selling, general and administrative costs. 84 Table of Contents Restructuring and restructuring-related costs by segment are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended June 30, 2025 ​ ​ ​ Employee ​ ​ Asset-related ​ ​ ​ ​ ​ ​ severance ​ ​ and other ​ ​ Total Protein Sciences ​ $ 2,425 ​ $ 10,972 ​ $ 13,397 Diagnostics and Spatial Biology ​ ​ 411 ​ ​ — ​ ​ 411 Corporate ​ ​ 609 ​ ​ — ​ ​ 609 Total ​ $ 3,445 ​ $ 10,972 ​ $ 14,417 The following table summarizes the changes in the Company’s accrued restructuring balance, which is included within Other current liabilities in the accompanying Consolidated Balance Sheets. Other amounts reported as restructuring and restructuring-related costs in the accompanying Consolidated Statements of Income and Comprehensive Income have been summarized in the notes to the table (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Employee ​ Asset ​ ​ ​ severance (1) impairment and other (2) Total Initial expense incurred in the first quarter of 2025 ​ $ 2,852 ​ $ 7,417 ​ $ 10,269 Incremental expense incurred in remainder of 2025 ​ ​ 593 ​ ​ 3,555 ​ ​ 4,148 Cash payments ​ ​ ( 2,223 ) ​ ​ ( 1,131 ) ​ ​ ( 3,354 ) Non-cash adjustments ​ ​ — ​ ​ ( 9,841 ) ​ ​ ( 9,841 ) Accrued restructuring actions balance as of June 30, 2025 ​ $ 1,222 ​ $ — ​ $ 1,222 (1) Relates to impacted employees’ final paycheck, separation payments, outplacement services, legal fees, and retention packages related to the closure or relocation of certain manufacturing sites. (2) Primarily relates to impairment of intangibles and inventory as a result of the closure and relocation of certain manufacturing sites. Fiscal 2024 Restructuring Actions: In the second quarter of fiscal 2024, the Company announced enterprise-wide restructuring focused on recovering operating margins, optimizing our distribution footprint, and enhancing our organization efficiency. These actions impacted approximately 4 % of our global workforce. These actions continued through the end of fiscal 2025 as we incurred charges relating to the condensing of certain distribution centers and optimizing efficiency. As part of these actions, certain assets and liabilities associated with a disposal group in our Protein Sciences segment were classified as held-for-sale as of December 31, 2023, including $ 1.4 million of goodwill allocated to the disposal group on a relative fair value basis. 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. There was a recovery related to the disposal group during fiscal 2025 of $ 2.6 million. During the quarter ended December 31, 2024, the Company entered into an agreement with a buyer to purchase the remaining inventory for approximately $ 8 million. As part of the arrangement, the Company and the buyer entered into a promissory note that will mature in February 2027 and agrees that the buyer shall pay in quarterly installments. As of June 30, 2025, the fair value of the note receivable was approximately $ 5.3 million and is included within Other current assets and Other assets on the Consolidated Balance Sheets. As of June 30, 2025, the assets remaining within the disposal group primarily include the land and building of $ 4.7 million, which is net of expected selling costs. These assets are actively marketed at a fair value based on market conditions such that the held-for-sale criterion are still met. The held-for-sale assets are recorded in Current assets held-for-sale in our Consolidated Balance Sheets as of June 30, 2025 and 2024. 85 Table of Contents The restructuring and restructuring-related charges, including the impairment (recovery) of assets held-for-sale, for periods presented were recorded in the Consolidated Statements of Earnings and Comprehensive Income as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ June 30, ​ ​ ​ 2025 ​ ​ 2024 Cost of sales ​ $ — ​ $ 3,349 Selling, general and administrative (1) ​ ​ ( 1,191 ) ​ ​ 30,638 Total ​ $ ( 1,191 ) ​ $ 33,987 (1) Restructuring actions impacting research and development are not material to separately disclose and have been included within Selling, general and administrative costs. Restructuring and restructuring-related costs by segment are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended June 30, ​ ​ 2025 ​ 2024 ​ ​ ​ Employee ​ ​ Asset-related ​ ​ Recovery of ​ ​ ​ ​ ​ Employee ​ ​ Asset-related ​ ​ Impairment of ​ ​ ​ ​ ​ ​ severance ​ ​ and other ​ ​ assets held-for-sale ​ ​ Total ​ ​ severance ​ ​ and other ​ ​ assets held-for-sale ​ ​ Total Protein Sciences ​ $ 127 ​ $ 73 ​ $ ( 2,557 ) ​ $ ( 2,357 ) ​ $ 3,483 ​ $ 5,130 ​ $ 21,963 ​ $ 30,576 Diagnostics and Spatial Biology ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 1,007 ​ ​ 224 ​ ​ — ​ ​ 1,231 Corporate ​ ​ 86 ​ ​ 1,080 ​ ​ — ​ ​ 1,166 ​ ​ 1,153 ​ ​ 1,027 ​ ​ — ​ ​ 2,180 Total ​ $ 213 ​ $ 1,153 ​ $ ( 2,557 ) ​ $ ( 1,191 ) ​ $ 5,643 ​ $ 6,381 ​ $ 21,963 ​ $ 33,987 ​ The following table summarizes the changes in the Company’s accrued restructuring balance, which is included within Other current liabilities in the accompanying Consolidated Balance Sheets. Other amounts reported as restructuring and restructuring-related costs in the accompanying Consolidated Statements of Income and Comprehensive Income have been summarized in the notes to the table (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Impairment (recovery) ​ ​ ​ ​ ​ ​ Employee ​ ​ Asset-related ​ ​ of assets ​ ​ ​ ​ ​ ​ severance (1) ​ ​ and other (2) ​ ​ held-for-sale ​ ​ Total Initial expense incurred in the second quarter of 2024 ​ ​ 4,882 ​ ​ 504 ​ ​ 6,038 ​ ​ 11,424 Incremental expense incurred in the remainder of 2024 ​ ​ 542 ​ ​ 5,877 ​ ​ 15,926 ​ ​ 22,345 Cash payments ​ ​ ( 4,882 ) ​ ​ ( 2,800 ) ​ ​ — ​ ​ ( 7,682 ) Non-cash adjustments ​ ​ — ​ ​ ( 3,391 ) ​ ​ ( 21,963 ) ​ ​ ( 25,354 ) Adjustments (3) ​ ​ 219 ​ ​ — ​ ​ — ​ ​ 219 Accrued restructuring actions balance as of June 30, 2024 ​ $ 761 ​ $ 190 ​ $ — ​ $ 952 Incremental expense incurred in fiscal 2025 ​ ​ 213 ​ ​ 1,153 ​ ​ ( 2,557 ) ​ ​ ( 1,191 ) Cash payments ​ ​ ( 974 ) ​ ​ ( 1,343 ) ​ ​ — ​ ​ ( 2,317 ) Non-cash adjustments ​ ​ — ​ ​ — ​ ​ 2,557 ​ ​ 2,557 Accrued restructuring actions balance as of June 30, 2025 ​ $ — ​ $ — ​ $ — ​ $ — (1) Relates to impacted employees’ final paycheck, separation payments, outplacement services, legal fees, and retention packages related to the closure or sale of certain distribution and manufacturing sites. ​ (2) Primarily relates to impairment of right-of-use assets, lease termination fees, consulting fees, and expenses for changes to supporting IT systems that are enabling the Company to complete the restructuring initiatives. ​ (3) Relates to the refinement of the accrual recorded in the second quarter of fiscal 2024. ​ 86 Table of Contents Fiscal 2023 Restructuring Actions: QT Holdings Corporation (Quad) In August 2022, the Company informed employees of our decision to close our Quad facility as part of a realignment of activities within our Reagent Solutions division. The closure of the site was completed in the fourth quarter of fiscal 2023. As a result of the restructuring activities, an estimated pre-tax charge of $ 2.2 million was recorded within our Protein Sciences segment for fiscal 2023. The related restructuring charges for fiscal 2023 were recorded in the Consolidated Statements of Earnings and Comprehensive Income as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Employee ​ Asset ​ ​ ​ severance impairment and other Total Selling, general and administrative ​ $ 1,328 ​ $ 842 ​ $ 2,170 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Employee ​ Asset ​ ​ ​ severance impairment and other Total Expense incurred in the first quarter of 2023 ​ $ 1,328 ​ $ 842 ​ $ 2,170 Cash payments ​ ​ ( 1,233 ) ​ ​ ( 772 ) ​ ​ ( 2,005 ) Adjustments ​ ​ ( 95 ) ​ ​ ( 70 ) ​ ​ ( 165 ) Accrued restructuring actions balances as of June 30, 2023 ​ $ — ​ $ — ​ $ — ​ Protein Sciences realignment In December 2022, the Company informed employees it would undertake certain actions to strategically reallocate operations resources to high growth areas of the business. Additional actions were taken in June 2023 primarily related to the sales organization. The actions impacted a limited number of employees and were completed in the fourth quarter of fiscal 2024. As a result of the realignment, a pre-tax charge of $ 1.7 million related to employee severance was recorded in the Selling, general and administrative line of Operating income within our Protein Sciences segment during fiscal 2023. Adjustments in fiscal 2024 relate to the refinement of employee severance payouts. Additional pre-tax charges for fiscal 2024 were $ 0.2 million. Restructuring actions, including cash and non-cash impacts, are as follows (in thousands): ​ ​ ​ ​ ​ ​ Employee ​ ​ severance Expense incurred in fiscal year 2023 ​ $ 1,677 Fiscal year 2023 cash payments ​ ​ ( 762 ) Fiscal year 2023 adjustments ​ ​ ( 18 ) Accrued restructuring actions balance as of June 30, 2023 ​ $ 897 Fiscal year 2024 cash payments ​ ​ ( 1,118 ) Fiscal year 2024 adjustments (1) ​ ​ 221 Accrued restructuring actions balance as of June 30, 2024 ​ $ — (1) Fiscal 2024 adjustments relate to the refinement of the accrual recorded in fiscal 2023. ​ Note  15. Subsequent Events: On August 5, 2025, the Company announced the execution of a definitive agreement to sell the Exosome Diagnostics business for $ 15 million including $ 5 million of stock of the acquiring company at closing with the remainder received over the following four years . The transaction is expected to close during the first quarter of fiscal 2026. ​ 87 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ​ ITEM 9A. CONTROLS AND PROCEDURES (a) Evaluation of Disclosure Controls and Procedures ​ As required by Rule 13a-15(b) of the Securities Exchange Act of 1934 (the "Exchange Act"), management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated, as of the end of the period covered by this report, the effectiveness of our disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e). The evaluation was based upon reports and certifications provided by a number of executives. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2025, our disclosure controls and procedures were effective. (b) Management’s Annual Report on Internal Control Over Financial Reporting The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting also includes those policies and procedures that: (i) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Under the supervision of the Audit Committee of the Board of Directors and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our assessment and those criteria, our Chief Executive Officer and Chief Financial Officer concluded that our internal control over financial reporting was effective as of June 30, 2025. The attestation report on our internal control over financial reporting issued by KPMG LLP appears in Item 8 of this report. (c) Changes in Internal Control Over Financial Reporting There were no changes in the Company’s internal control over financial reporting during fiscal 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. 88 Table of Contents ITEM 9B. OTHER INFORMATION During the three months ended June 30, 2025, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in item 408(a) of Regulation S-K. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Other than "Executive Officers of the Registrant" which is set forth at the end of Item 1 in Part I of this report, the information required by Item 10 is incorporated herein by reference to the sections entitled "Election of Directors," "Principle Shareholders" and "Additional Corporate Governance Matters" in the Company’s Proxy Statement for its 2025 Annual Meeting of Shareholders which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the close of the fiscal year for which this report is filed. The Company has an insider trading policy which governs the purchase, sale, and/or other dispositions of our securities or securities of certain other publicly traded companies by directors, officers, employees, and other covered persons and is designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company. A copy of our Insider Trading Policy is filed as Exhibit 19 to this Annual Report on Form 10-K. ITEM 11. EXECUTIVE COMPENSATION The information required by Item 11 is incorporated herein by reference to the sections entitled "Election of Directors" and "Executive Compensation" in the Company’s Proxy Statement for its 2025 Annual Meeting of Shareholders which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the close of the fiscal year for which this report is filed. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS The information required by Item 12 is incorporated by reference to the sections entitled "Principal Shareholders" and "Management Shareholdings" in the Company’s Proxy Statement for its 2025 Annual Meeting of Shareholders which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the close of the fiscal year for which this report is filed. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by Item 13 is incorporated by reference to the sections entitled "Election of Directors" and "Additional Corporate Governance Matters" in the Company’s Proxy Statement for its 2025 Annual Meeting of Shareholders which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the close of the fiscal year for which this report is filed. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The information required by Item 14 is incorporated herein by reference to the section entitled "Audit Matters" in the Company’s Proxy Statement for its 2025 Annual Meeting of Shareholders which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the close of the fiscal year for which this report is filed. ​ 89 Table of Contents PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES A. (1) List of Financial Statements. The following Consolidated Financial Statements are filed as part of this Annual Report on Form 10-K: Consolidated Statements of Earnings and Comprehensive Income for the Years Ended June 30, 2025, 2024, and 2023 Consolidated Balance Sheets as of June 30, 2025 and 2024 Consolidated Statements of Shareholders’ Equity for the Years Ended June 30, 2025, 2024, and 2023 Consolidated Statements of Cash Flows for the Years Ended June 30, 2025, 2024, and 2023 Notes to Consolidated Financial Statements for the Years Ended June 30, 2025, 2024, and 2023 Reports of Independent Registered Public Accounting Firm (PCAOB ID: 185 ) A. (2) Financial Statement Schedules. All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the Consolidated Financial Statements or Notes thereto. ​ 90 Table of Contents A. (3) Exhibits. EXHIBIT INDEX for Form 10-K for the 2025 Fiscal Year ​ ​ Exhibit Number Description 3.1 ​ Amended and Restated Articles of Incorporation of the Company--incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K dated November 1, 2022* ​ 3.2 ​ Fourth Amended and Restated Bylaws of the Company--incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K dated April 26, 2022* ​ 4.1 ​ Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 ​ 10.1** ​ Management Incentive Plan--incorporated by reference to Exhibit 10.13 of the Company’s Form 10-K for the year ended June 30, 2013* ​ 10.2** ​ Second Amended and Restated 2010 Equity Incentive Plan--incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated October 26, 2017* ​ 10.3** ​ Form of Time Vesting Restricted Stock Award Agreement for Second Amended and Restated 2010 Equity Incentive Plan--incorporated by reference to Exhibit 10.3 of the Company's Form 10-K dated August 25, 2021* ​ 10.4** ​ Form of Performance Vesting Restricted Stock Award Agreement for Second Amended and Restated 2010 Equity Incentive Plan--incorporated by reference to Exhibit 10.4 of the Company's Form 10-K dated August 25, 2021* ​ 10.5** ​ F orm of Time Vesting Restricted Stock Unit Award Agreement for Second Amended and Restated 2010 Equity Incentive Plan (Global)--incorporated by reference to Exhibit 10.5 of the Company's Form 10-K dated August 25, 2021* ​ 10.6** ​ Form of Performance Vesting Restricted Stock Unit Award Agreement for Seconded Amended and Restated 2010 Equity Incentive Plan--incorporated by reference to Exhibit 10.6 of the Company's Form 10-K dated August 25, 2021* ​ 10.7** ​ Form of the Time Vesting Performance Unit Award Agreement for Second Amended and Restated 2010 Equity Incentive Plan--incorporated by reference to Exhibit 10.7 of the Company's Form 10-K dated August 25, 2021* ​ 10.8** ​ Form of Performance Vesting Performance Unit Award Agreement for Second Amended and Restated 2010 Equity Incentive Plan--incorporated by reference to Exhibit 10.8 of the Company's Form 10-K dated August 25, 2021* ​ ​ ​ 10.9** ​ Form of Time Vesting Incentive Stock Option Agreement for Second Amended and Restated 2010 Equity Incentive Plan--incorporated by reference to Exhibit 10.9 of the Company's Form 10-K dated August 25, 2021* ​ 10.10** ​ Form of Performance Vesting Incentive Stock Option Agreement for Second Amended and Restated 2010 Equity Incentive Plan--incorporated by reference to Exhibit 10.10 of the Company's Form 10-K dated August 25, 2021* 91 Table of Contents ​ 10.11** ​ Form of Employee Non-Qualified Stock Option Agreement for Second Amended and Restated 2010 Equity Incentive Plan--incorporated by reference to Exhibit 10.11 of the Company's Form 10-K dated August 25, 2021* ​ 10.12** ​ Form of Director Non-Qualified Stock Option Agreement for Second Amended and Restated 2010 Equity Incentive Plan--incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K dated October 26, 2017* ​ 10.13** ​ Form of Executive Employment Agreement by and between the Company and Executive Officers of the Company other than the CEO--incorporated by reference to Exhibit 10.12 of the Company’s Form 10-K dated September 7, 2017* ​ 10.14** ​ Form of Amendment No. 1 to Executive Employment Agreement – incorporated by reference to Exhibit 10.15 of the Company’s Form 10-Q dated May 11, 2020 * ​ 10.15 ​ Amended and Restated Credit Agreement by and among the Company, the Guarantors party thereto, the Lenders party thereto, and BMO Harris Bank N.A., as Administrative Agent, dated August 31, 2022 --incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated September 7, 2022* ​ 10.16** ​ Form of Indemnification Agreement entered into with each director and executive officer of the Company--incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q dated February 8, 2018* ​ ​ ​ 10.17** ​ Bio-Techne 2020 Equity Incentive Plan -- incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated November 3, 2020* ​ ​ ​ 10.18 ​ Form of Director Non-Qualified Stock Option Agreement -- incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K dated November 3, 2020* ​ ​ ​ 10.19** ​ Form of Employee Non-Qualified Stock Option Agreement (Global)-- incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K dated November 3, 2020* ​ ​ ​ 10.20** ​ Form of Performance Vesting Incentive Stock Option Agreement-- incorporated by reference to Exhibit 10.5 of the Company’s Form 8-K dated November 3, 2020* ​ ​ ​ 10.21** ​ Form of Performance Vesting Restricted Stock Agreement-- incorporated by reference to Exhibit 10.6 of the Company’s Form 8-K dated November 3, 2020* ​ ​ ​ 10.22** ​ Form of Performance Vesting Restricted Stock Unit Agreement-- incorporated by reference to Exhibit 10.7 of the Company’s Form 8-K dated November 3, 2020* ​ ​ ​ 10.23** ​ Form of Time Vesting Incentive Stock Option Agreement-- incorporated by reference to Exhibit 10.8 of the Company’s Form 8-K dated November 3, 2020* ​ ​ ​ 10.24** ​ Form of Time Vesting Performance Unit Agreement-- incorporated by reference to Exhibit 10.9 of the Company’s Form 8-K dated November 3, 2020* ​ ​ ​ 10.25** ​ Form of Time Vesting Restricted Stock Agreement-- incorporated by reference to Exhibit 10.10 of the Company’s Form 8-K dated November 3, 2020* ​ ​ ​ 10.26** ​ Form of Time Vesting Restricted Stock Unit Agreement (Global)-- incorporated by reference to Exhibit 10.11 of the Company’s Form 8-K dated November 3, 2020* ​ ​ ​ 92 Table of Contents 10.27** ​ Form of Executive Employment Agreement by and between the Company and Kim Kelderman--incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated October 19, 2023* ​ ​ ​ 19 ​ Bio-Techne Insider Trading Policy ​ ​ ​ 21 Subsidiaries of the Company ​ ​ ​ 23 ​ Consent of KPMG LLP ​ 31.1 ​ Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ​ 31.2 ​ Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ​ 32.1*** ​ Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ​ 32.2*** ​ Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ​ 97 ​ Amended and Restated Policy on Recoupment of Certain Executive Incentive Compensation ​ ​ ​ 101 ​ The following financial statements from the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Consolidated Statements of Earnings and Comprehensive Income, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Shareholders’ Equity, (iv) the Consolidated Statements of Cash Flows, and (v) Notes to the Consolidated Financial Statements. ​ 104 ​ Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

• Incorporated by reference; SEC File No. 000-17272 ** Management contract or compensatory plan or arrangement *** Furnished herwith ITEM 16. FORM 10-K SUMMARY None. ​ 93 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. ​ BIO-TECHNE CORPORATION ​ Date: August 22, 2025 ​ /s/ Kim Kelderman ​ By: Kim Kelderman ​ ​ ​ Its: President and CEO ​ Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. ​ Date ​ Signature and Title ​ August 22, 2025 ​ /s/ Robert V. Baumgartner ​ Robert V. Baumgartner ​ Chairman of the Board and Director ​ August 22, 2025 ​ /s/ Julie Bushman ​ Julie Bushman, Director ​ August 22, 2025 ​ /s/ Rupert Vessey ​ Dr. Rupert Vessey, Director ​ August 22, 2025 ​ /s/ Joseph Keegan, Ph.D. ​ Dr. Joseph Keegan, Director ​ August 22, 2025 ​ /s/ John L. Higgins ​ John L. Higgins, Director ​ August 22, 2025 ​ /s/ Roeland Nusse, Ph.D. ​ Dr. Roeland Nusse, Director ​ August 22, 2025 ​ /s/ Alpna Seth, Ph.D. ​ Dr. Alpna Seth, Director ​ August 22, 2025 ​ /s/ Judith Klimovsky, M.D. ​ ​ Dr. Judith Klimovsky, Director ​ ​ ​ August 22, 2025 ​ /s/ Amy E. Herr, Ph.D. ​ ​ Dr. Amy E. Herr, Director ​ August 22, 2025 ​ /s/ Kim Kelderman ​ Kim Kelderman, Director and Chief Executive Officer (principal executive officer) ​ August 22, 2025 ​ /s/ James Hippel ​ James Hippel, Chief Financial Officer ​ (principal financial officer and principal accounting officer) ​ ​ 94