Published
# Bio-Techne Corporation (NASDAQ: TECH) — Current Events, Fiscal 2026
Fiscal year ends June 30. Fiscal 2026 covers July 1, 2025 through June 30, 2026.
## 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:
| Filed | Accession | Period covered | Statements in Exhibit 99.1 |
|---|---|---|---|
| Aug 12, 2026 | 0001104659-26-094391 | Q4 and full year ended June 30, 2026 | Earnings, balance sheet, cash flows |
| May 6, 2026 | 0001104659-26-055887 | Q3 and nine months ended March 31, 2026 | Earnings, balance sheet, cash flows |
| Feb 4, 2026 | 0001104659-26-009994 | Q2 and six months ended December 31, 2025 | Earnings, balance sheet, cash flows |
| Nov 5, 2025 | 0001104659-25-106631 | Q1 ended September 30, 2025 | Earnings, balance sheet, cash flows |
| Aug 6, 2025 | 0001558370-25-010393 | Q4 and full year ended June 30, 2025 (comparative base) | Earnings, balance sheet, cash flows |
The reviewed condensed consolidated interim statements are in the fiscal 2026 Forms 10-Q:
| Filed | Accession | Period covered |
|---|---|---|
| May 6, 2026 | 0001104659-26-056302 | Quarter and nine months ended March 31, 2026 |
| Feb 4, 2026 | 0001104659-26-010335 | Quarter and six months ended December 31, 2025 |
| Nov 5, 2025 | 0001104659-25-107053 | Quarter ended September 30, 2025 |
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.