Bio-Techne Corporation (TECH) FY2026 8-K Filings and Company Events

Filings that contain financial statements

Each quarterly results release furnished under Item 2.02 of Form 8-K carries a full set of condensed consolidated financial statements in Exhibit 99.1, statements of earnings, balance sheets and cash flows, alongside the non-GAAP reconciliations. Anyone tracing interim figures to a source filing can use these:

The reviewed condensed consolidated interim statements are in the fiscal 2026 Forms 10-Q:

The audited fiscal 2026 statements are in the Form 10-K filed August 24, 2026, accession 0001104659-26-100322.

Pending acquisition by Merck KGaA, Darmstadt, Germany

June 25, 2026, merger agreement signed. Bio-Techne entered into an Agreement and Plan of Merger with Merck KGaA, Darmstadt, Germany ("Parent") and EMD Holdings NewCo, Inc., a Minnesota corporation and wholly-owned subsidiary of Parent. Merger Sub will merge into Bio-Techne, with Bio-Techne surviving as a wholly-owned subsidiary of Parent. Each outstanding share converts into the right to receive $73.00 in cash, without interest. The board determined the transaction advisable and resolved to recommend that shareholders approve it. (Accession 0001999371-26-013527, Item 1.01; merger agreement at Exhibit 2.1.)

The transaction has not closed. As of the Form 10-K filed August 24, 2026, the company describes the deal under the heading "Pending Merger with Merck KGaA, Darmstadt, Germany" and reports no subsequent events; the merger is expected to close by late 2026 or early 2027, subject to satisfaction of closing conditions (accession 0001104659-26-100322).

Key terms, from the merger agreement and the company's description of it:

• Consideration and size. $73.00 per share in cash, which the parties describe as a

total enterprise value of approximately US$11.3 billion (EUR 9.9 billion). Merck KGaA, Darmstadt, Germany, says it will fund the deal from cash on hand and new debt, and expects annual cost synergies of about EUR 140 million fully realized by year 3 after closing (accession 0001999371-26-013429, Exhibit 99.1).

• Closing conditions. Approval of the merger agreement by holders of a majority of the

voting power of all outstanding shares entitled to vote; expiration or termination of the Hart-Scott-Rodino waiting period and receipt of all other scheduled antitrust and investment-screening approvals; no order prohibiting the merger; accuracy of representations and compliance with covenants. Parent's obligation to close is further conditioned on the required approvals not containing a "Burdensome Condition."

• Outside date. March 25, 2027, automatically extended for two successive three-month

periods, to June 25, 2027 and then September 25, 2027, if the only conditions outstanding relate to antitrust or investment-screening approvals or a Burdensome Condition.

• No-shop. Customary restrictions bar soliciting, encouraging or negotiating a Competing

Proposal, with a fiduciary-out permitting engagement with an unsolicited bona fide proposal the board determines is or could lead to a Superior Proposal. The board may change its recommendation or terminate to accept a Superior Proposal, subject to notice to Parent and payment of the company termination fee.

• Termination fees. Bio-Techne would owe Parent $230,455,000 in specified

circumstances, including terminating to accept a Superior Proposal or a change of board recommendation. Parent would owe Bio-Techne $576,140,000 if the deal fails at the outside date or is permanently enjoined for antitrust or investment-screening reasons with the other conditions satisfied.

• Equity awards. Vested options are cashed out for the spread over $73.00; options priced

at or above $73.00 are cancelled for no consideration. Unvested options, RSUs, PSUs and restricted stock convert into fixed cash-based awards keeping their service-vesting terms (unfinished PSU performance periods deemed achieved at maximum for RSU/PSU awards, at target for options and restricted stock). The equity incentive plan and the employee stock purchase plan will be terminated at or before the effective time.

June 23, 2026, executive retention awards. In connection with the merger, the compensation committee approved lump-sum cash retention bonuses for the named executive officers, effective only upon execution of the merger agreement: Kim Kelderman $2,120,976; Jim Hippel $1,541,510; William Geist $1,161,014; Shane Bohnen $971,097; Steve Crouse $910,263. They vest on the earlier of the effective time and termination of the merger agreement, subject to continued employment or a qualifying termination, plus an excise-tax gross-up that is forfeited if the agreement is terminated (accession 0001999371-26-013527, Item 5.02).

Constraints while the agreement is in effect. Bio-Techne is prohibited from repurchasing its shares without Parent's prior written consent, and may pay only regular quarterly cash dividends consistent with past policy and within capped amounts. It must operate in the ordinary course and refrain from specified actions without Parent's consent (accession 0001104659-26-100322).

Quarterly results

August 12, 2026, fourth quarter and full year fiscal 2026. Q4 net sales rose 1% to $321.2 million (organic +3%); GAAP EPS of $0.35 versus $(0.11) a year earlier, adjusted EPS $0.52 versus $0.53. Q4 GAAP operating income was $74.3 million (23.1% margin) against a $23.9 million operating loss a year earlier, which had carried a non-recurring impairment; adjusted operating margin was 32.2% versus 32.0%. Full-year revenue was flat at $1.2 billion, GAAP EPS $1.16 versus $0.46, adjusted EPS $1.93 versus $1.92, and GAAP operating income rose 146% to $251.9 million. Protein Sciences full-year sales were $874.6 million (+1%); Diagnostics and Spatial Biology were $336.4 million (-3% reported, +4% organic, with a held-for-sale business an 8-point drag). The company also stated that, in light of the Merck KGaA, Darmstadt, Germany transaction, it is no longer holding investor conference calls for quarterly results (accession 0001104659-26-094391, Exhibit 99.1).

May 6, 2026, third quarter fiscal 2026. Reported and organic revenue declined 2% to $311.4 million, hurt by prior-year GMP fast-track orders and the timing of large commercial supply shipments. GAAP EPS rose to $0.32 from $0.14; adjusted EPS was $0.53, down from $0.56. Large pharma delivered a sixth consecutive quarter of double-digit growth; spatial biology grew mid-teens (accession 0001104659-26-055887, Exhibit 99.1).

February 4, 2026, second quarter fiscal 2026. Revenue was $295.9 million, flat reported and organic. GAAP EPS $0.24 versus $0.22; adjusted EPS $0.46 versus $0.42. Adjusted operating margin was 31.1%, up 100 basis points, on productivity and cost-containment initiatives (accession 0001104659-26-009994, Exhibit 99.1).

November 5, 2025, first quarter fiscal 2026. Reported and organic revenue declined 1% to $286.6 million. GAAP EPS $0.24 versus $0.21; adjusted EPS $0.42, unchanged. Adjusted operating margin was 29.9%, up 90 basis points. The company confirmed it had completed the divestiture of the Exosome Diagnostics business, including the ExoDx Prostate (EPI) test, shifting focus to non-CLIA product lines (accession 0001104659-25-106631, Exhibit 99.1).

August 6, 2025, fourth quarter and full year fiscal 2025 (the comparative base for the year above). Q4 revenue rose 4% reported and 3% organic to $317.0 million; full-year revenue grew 5% to $1.2 billion. Q4 GAAP EPS was $(0.11) versus $0.25; full-year GAAP EPS $0.46 versus $1.05, with adjusted EPS $1.92 versus $1.77. The divestiture of Exosome Diagnostics was announced (accession 0001558370-25-010393, Exhibit 99.1).

Capital returns

Bio-Techne declared a quarterly cash dividend of $0.08 per share in each quarter of fiscal 2026: for the quarter ended September 30, 2025 (accession 0001104659-25-106631), December 31, 2025 (0001104659-26-009994), March 31, 2026 (0001104659-26-055887) and June 30, 2026 (0001104659-26-094391, payable September 4, 2026 to holders of record August 24, 2026).

On April 30, 2025 the board authorized a share repurchase program of up to $500 million, replacing the prior authorization (accession 0001558370-25-006512). Repurchase activity during fiscal 2026 is set out in the Form 10-K; as noted above, further repurchases require Parent's consent while the merger agreement is in effect (accession 0001104659-26-100322).

Management and board

February 11, 2026, segment president transition. Dr. Matt McManus stepped down as President of the Diagnostics and Spatial Biology segment effective March 1, 2026, remaining with the company for a transition period. Steve Crouse, then Senior Vice President of the Analytical Solutions Division and previously General Manager of Thermo Fisher Scientific's Protein Detection and Quantification unit, was appointed President of that segment effective the same date. His employment agreement, dated February 10, 2026, provides a base salary of $505,000 and a target annual cash incentive of 75% of base salary (accession 0001104659-26-013412, Items 5.02 and 8.01; agreement at Exhibit 10.1).

November 5, 2025, annual meeting. Shareholders voted at the annual meeting with 140,827,559 shares represented, about 90.45% of outstanding common stock, and set the number of directors at nine (accession 0001104659-25-106631, Item 5.07).

Earlier item bearing on the fiscal 2026 comparisons

February 26, 2025, stock option arbitration award. An arbitrator ruled in favor of Charles R. Kummeth, the former President and Chief Executive Officer, over the expiration dates of options to purchase 779,084 shares, finding he would have exercised before the August 9, 2024 expiration but for an administrative error, and requiring the company to pay approximately $35,978,000 (accession 0001558370-25-002177). This non-recurring award sits in the fiscal 2025 base and is one reason fiscal 2026 GAAP operating income compares so favorably.

Status of the merger process as of the Form 10-K

The joint announcement stated that Bio-Techne intended to file a Schedule 14A proxy statement in connection with the transaction (accession 0001999371-26-013429, Exhibit 99.1). That proxy has been filed: a preliminary merger proxy statement on Schedule 14A (PREM14A) was filed August 10, 2026 (accession 0001140361-26-032037), and the definitive merger proxy statement (DEFM14A) was filed August 20, 2026 (accession 0001140361-26-033911). The Form 10-K refers to "our proxy statement filed with the SEC on August 20, 2026."

As of the Form 10-K filed August 24, 2026 (accession 0001104659-26-100322), approval of the merger agreement by shareholders, expiration or termination of the Hart-Scott-Rodino waiting period, and the other scheduled antitrust and investment-screening approvals were all still listed as unsatisfied closing conditions, and no Form 8-K reports any of them as obtained.