Bio-Techne

“Medical Device Regulations A number of our products are classified as medical devices and are subject to restrictions under domestic and foreign laws, rules, regulations, self-regulatory codes and orders, including but not limited to the U.S. Food, Drug and Cosmetic Act (the “FDCA”). The FDCA requires these products, when sold in the U.S., to be safe and effective for their intended uses and to comply with the regulations administered by the U.S. Food and Drug Administration (“FDA”).”

Annual report unknown yearA · The company itself

“As a medical device manufacturer, our manufacturing facilities are subject to inspection on a routine basis by the FDA. We are required to adhere to the Current Good Manufacturing Practices (“cGMP”) requirements, as set forth in the Quality Systems Regulation (“QSR”), which require manufacturers, including third-party manufacturers, to follow stringent design, testing, control, documentation and other quality assurance procedures during all phases of the design and manufacturing process.”

Annual report unknown yearA · The company itself

“Labeling and promotional activities are subject to scrutiny by the FDA and, in certain circumstances, by the Federal Trade Commission. Medical devices approved or cleared by the FDA may not be promoted for unapproved or uncleared uses, otherwise known as “off-label” promotion. The FDA and other agencies actively enforce the laws and regulations prohibiting the promotion of off-label uses.”

Annual report unknown yearA · The company itself

“In the European Union (“EU”), our products are subject to the medical device laws of the various member states, which are currently based on a Directive of the European Commission. Additionally, the EU has adopted the In Vitro Diagnostic Regulation (the “EU IVDR”), which imposes stricter requirements for the marketing and sale of in vitro diagnostic medical devices, including in the area of clinical evaluation requirements, quality systems and post-market surveillance.”

Annual report unknown yearA · The company itself

“Consequently, we must comply with state licensing regulations applicable to laboratories regulated under CLIA, governing laboratory practices and procedures.”

Annual report unknown yearA · The company itself

“Other Healthcare Laws Some of the products and services we sell, predominantly in our Diagnostics and Spatial Biology segment, are subject to various health care related laws regulating fraud and abuse, research and development, pricing and sales and marketing practices, and the privacy and security of health information, including, among others: ● U.S. federal regulations regarding quality and cost by the U.S. Department of Health and Human Services (“HHS”), including the Centers for Medicare & Medicaid Services (“CMS”), as well as comparable state and non-U.S. agencies responsible for reimbursement and regulation of healthcare goods and services, including laws and regulations related to kickbacks, false claims, self-referrals and healthcare fraud.”

Annual report unknown yearA · The company itself

“●The Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), which prohibits knowingly and willfully (1) executing, or attempting to execute, a scheme to defraud any health care benefit program, including private payors, or (2) falsifying, concealing or covering up a material fact or making any materially false, fictitious or fraudulent statement in connection with the delivery of or payment for health care benefits, 11 Table of Contents items or services. In addition, HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, also restricts the use and disclosure of patient identifiable health information, mandates the adoption of standards relating to the privacy and security of patient identifiable health information and requires the reporting of certain security breaches with respect to such information.”

Annual report unknown yearA · The company itself

“●The Open Payments Act requires manufacturers of medical devices covered under Medicare to, in certain circumstances, record payments and other transfers of value to a broad range of healthcare providers and teaching hospitals and to report this data as well as ownership and investment interests held by the physicians described above and their immediate family members to HHS for subsequent public disclosure, as well as similar reporting requirements in some states and in other countries.”

Annual report unknown yearA · The company itself

“In the first quarter of fiscal 2024, we closed on the acquisition of Lunaphore, a leading developer of fully automated spatial biology solutions using precision microfluidic technology capable of revealing hyperplex proteomic and transcriptomic biomarkers in tumors and other tissues at single-cell and subcellular resolution.”

Annual report unknown yearA · The company itself

“The majority of Bio-Techne Diagnostic division’s sales are through OEM agreements, but we sell some of our diagnostic reagent products directly to customers and, in Europe and Asia, also through distributors.”

Annual report unknown yearA · The company itself

“We intend to build on Bio-Techne’s past accomplishments, high product quality reputation and sound financial position by executing strategies that position us to serve as the standard for biological content in the research market, and to leverage that leadership position to enter the diagnostics and other adjacent markets.”

Annual report unknown yearA · The company itself

“Our Diagnostics and Spatial Biology segment develops and manufactures diagnostic products, including controls, calibrators, and diagnostic assays for the regulated diagnostics market, 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.”

Annual report unknown yearA · The company itself

“The Analytical Solutions division includes manual and automated protein analysis instruments and immunoassays that are used in quantifying proteins in a variety of biological fluids. Products in this division include traditional manual plate-based immunoassays, fully automated multiplex immunoassays on various instrument platforms, and automated western blotting and isoelectric focusing analysis of complex protein samples.”

Annual report unknown yearA · The company itself

“Diagnostics and Spatial Biology Segment Products The Spatial Biology division products sold under the Advanced Cell Diagnostics, or ACD, brand, are novel in-situ hybridization (ISH) assays for transcriptome, DNA copy, and structural variation analysis within intact cells, providing highly sensitive and specific spatial information at single cell resolution. Since these products preserve spatial context, they are particularly useful for complex tissue profiling.”

Annual report unknown yearA · The company itself

“Lunaphore’s COMET instrument automates ACD’s RNAscope assays and utilizes antibodies to enable simultaneous hyperplex detection of protein and RNA biomarkers on the same slide at single-cell resolution.”

Annual report unknown yearA · The company itself

“The Bio-Techne Diagnostic division consists of regulated products traditionally used as calibrators and controls in the clinical setting. Also included are instrument and process control products for hematology, blood chemistry, blood gases, coagulation controls and reagents used in various diagnostic applications.”

Annual report unknown yearA · The company itself

“Most of these products are sold on an Original Equipment Manufacturer (OEM) basis to instrument manufacturers, with most products being FDA-cleared.”

Annual report unknown yearA · The company itself

“In addition to being useful research tools, our DNA and RNA in situ hybridization (ISH) assays have diagnostics applications, and several are cleared or currently under review by the FDA in partnership with diagnostics instrument manufacturers and pharmaceutical companies.”

Annual report unknown yearA · The company itself

“The Asuragen-branded products are sold primarily to laboratories for use in lab-developed tests or in kit form as regulated diagnostic tests.”

Annual report unknown yearA · The company itself

“The manufacture, distribution and marketing of many of our products and services, including medical devices and pharma services, are subject to extensive ongoing regulation by the FDA, the DEA, and other equivalent local, state, federal and non-U.S. regulatory authorities.”

Annual report unknown yearA · The company itself

“Certain of our products are medical devices, diagnostics tests and other products that are subject to regulation by the U.S. FDA or state CLIA regulations, by other federal and state governmental agencies, by comparable agencies of other countries and regions and by regulations governing hazardous materials and drugs-of abuse, or the manufacture and sale of products containing any such materials.”

Annual report unknown yearA · The company itself

“This segment also sells to diagnostic/companion diagnostic and therapeutic customers, including those engaged in the development of cell- and gene-based therapies.”

Annual report unknown yearA · The company itself

“We are committed to providing the life sciences community with innovative, high-quality scientific tools that allow our customers to make extraordinary discoveries and treat and diagnose diseases.”

Annual report unknown yearA · The company itself

“Bio-Techne is engaged in continuous research and development in all of our major product lines. We also carry out research to develop new products that build upon and expand the technologies we acquire through our acquisition strategy.”

Annual report unknown yearA · The company itself

“In fiscal 2026, we introduced over 1,900 new products.”

Annual report unknown yearA · The company itself

“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.”

Annual report unknown yearA · The company itself

“This segment also includes proteomic analytical tools, both manual and automated, that offer researchers and pharmaceutical manufacturers efficient and streamlined options for protein analysis, automated western blot, and multiplexed ELISA workflows.”

Annual report unknown yearA · The company itself

“The Reagent Solutions division consists of specialized proteins, such as cytokines and growth factors, antibodies, small molecules, tissue culture sera and cell selection technologies traditionally used by researchers to further their life science experimental activities and by companies developing next generation diagnostics and therapeutics, including cell- and gene-based therapeutics.”

Annual report unknown yearA · The company itself

“Key product brands include R&D Systems, Tocris Biosciences and Novus Biologicals.”

Annual report unknown yearA · The company itself

“In recent years, we have made several acquisitions and investments that have expanded our product offerings for the cell and gene therapy market. These include a significant investment in state-of-the art facilities for production of both proteins and small molecules in large quantities manufactured in accordance with cGMP, as well as a 19.9% investment in, and eventual acquisition of, Wilson Wolf, a leading provider of cell culture devices for cell-based therapies.”

Annual report unknown yearA · The company itself

“A number of our products have been demonstrated to have the potential to serve as predictive biomarkers and therapeutic targets for a variety of human diseases and conditions including cancer, autoimmunity, diabetes, hypertension, obesity, inflammation, neurological disorders, and kidney failure.”

Annual report unknown yearA · The company itself

“We also sell products for genetic carrier screening, oncology diagnostics, molecular controls, and research under the Asuragen brand.”

Annual report unknown yearA · The company itself

“Protein Sciences Segment Customers and Distribution Methods Our customers for this segment include researchers in academia and industry (chiefly pharmaceutical and biotech companies as well as contract research organizations).”

Annual report unknown yearA · The company itself

“This segment also sells to diagnostic/companion diagnostic and therapeutic customers, including those engaged in the development of cell- and gene-based therapies.”

Annual report unknown yearA · The company itself

“Our biologics line of products in the Analytical Solutions division is used chiefly by production and quality control departments at biotech 5 Table of Contents and pharmaceutical companies.”

Annual report unknown yearA · The company itself

“Diagnostics and Spatial Biology Segment Customers and Distribution Methods The customers for the Spatial Biology division include researchers in academia as well as investigators in pharmaceutical and biotech companies.”

Annual report unknown yearA · The company itself

“Research and development spending by our customers and the availability of government research funding can fluctuate due to changes in available resources, mergers of pharmaceutical and biotechnology companies, spending priorities, general economic conditions and institutional and governmental budgetary policies.”

Annual report unknown yearA · The company itself

“In addition, consolidation trends in the pharmaceutical, biotechnology and diagnostics industries have served to create fewer customer accounts and to concentrate purchasing decisions for some customers, resulting in increased pricing pressure on us.”

Annual report unknown yearA · The company itself

“We have implemented a disciplined strategy to accelerate growth in part by acquiring businesses and product portfolios that leveraged and diversified our existing product lines, filled portfolio gaps with differentiated high growth businesses, and expanded our geographic scope. A recent example includes the acquisition of Lunaphore SA (“Lunaphore”) at the beginning of fiscal 2024.”

Annual report unknown yearA · The company itself

“We also completed a 19.9% investment in Wilson Wolf Corporation (“Wilson Wolf”) in fiscal 2023, and will acquire the remaining ownership in Wilson Wolf by the end of calendar year 2027, if not earlier due to its achievement of revenue or earnings before interest, taxes, depreciation, and amortization (“EBITDA”) targets.”

Annual report unknown yearA · The company itself

“We will continue to leverage our strong balance sheet to gain access to new and differentiated technologies and products that improve our competitiveness in the current market, meet customers’ expanding workflow needs and allow us to enter adjacent markets.”

Annual report unknown yearA · The company itself

“We will leverage our existing portfolio to expand our product offerings into novel research fields and further penetrate diagnostics and therapeutics markets. Acquisitions have, and will likely continue to play, an important role in our efforts to expand our portfolio of innovative tools and bioactive reagents, and support our initiatives to enter adjacent markets.”

Annual report unknown yearA · The company itself

“PENDING MERGER WITH MERCK KGAA, DARMSTADT, GERMANY On June 25, 2026, the Company entered into the Agreement and Plan of Merger (the “Merger Agreement”), with Merck KGaA, Darmstadt, Germany, a German corporation with general partners (“Parent”) and EMD Holdings NewCo, Inc. (“Merger Sub”), a Minnesota corporation and a wholly-owned subsidiary of Parent. The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent.”

Annual report unknown yearA · The company itself

“We generally sell our products and services in industries that are characterized by rapid technological change, frequent new product introductions and new market entrants and competitors.”

Annual report unknown yearA · The company itself

“If we do not develop innovative new and enhanced products and services on a timely basis, our offerings will become obsolete over time and our business and financial results will suffer.”

Annual report unknown yearA · The company itself

“Through collaborations with key opinion leaders, participation in scientific discussions and societies, and leveraging our internal talent we expect to be able to convert our continued significant investment in our research and development activities to be first-to-market with quality products that are at the leading edge of life science researchers’ needs.”

Annual report unknown yearA · The company itself

“Our growth depends in part on the timely development and commercialization of new and enhanced products and services that meet our customers’ needs.”

Annual report unknown yearA · The company itself

“One of our strategies is to expand geographically, particularly in China, India and in developing countries, both through distribution and through direct operations. This subjects us to a number of risks, including international economic, political, and labor conditions; currency fluctuations; tax laws (including U.S. taxes on foreign subsidiaries); increased financial accounting and reporting burdens and complexities; unexpected changes in, or impositions of, legislative or regulatory requirements; failure of laws to protect intellectual property rights adequately; inadequate local infrastructure and difficulties in managing and staffing international operations; delays resulting from difficulty in obtaining export licenses for certain technology; tariffs, quotas and other trade barriers and restrictions; transportation delays; operating in locations with a higher incidence of corruption and fraudulent business practices; and other factors beyond our control, including terrorism, war, natural disasters, climate change and diseases.”

Annual report unknown yearA · The company itself

“We engage in business globally, with approximately 48% of our sales revenue in fiscal 2026 coming from outside the U.S.”

Annual report unknown yearA · The company itself

“We operate globally, with manufacturing operations in Canada, Switzerland, China and the UK, and approximately 48% of our revenue 25 Table of Contents in fiscal 2026 was from outside the U.S.”

Annual report unknown yearA · The company itself

“Subsidiary ​ ​ ​ Location ​ ​ ​ Type ​ ​ ​ Square Feet ProteinSimple San Jose, California Office/manufacturing/warehouse 98,000 Novus Biologicals Centennial, Colorado Office/warehouse 74,000 Bionostics Devens, Massachusetts Office/manufacturing 70,000 Cliniqa San Marcos, California Office/manufacturing/warehouse 63,000 PrimeGene Shanghai, China Office/manufacturing/lab 59,000 Advanced Cell Diagnostics Newark, California Office/manufacturing/warehouse 56,000 Asuragen Austin, Texas Office/manufacturing/warehouse 47,000 Tocris Bristol, United Kingdom Office/manufacturing/lab/warehouse 41,000 Bio-Techne China Shanghai and Beijing, China Office/warehouse 34,000 Lunaphore ​ Tolochenaz, Switzerland ​ Office/manufacturing/warehouse ​ 26,000 Bio-Techne Ireland Dublin, Ireland Warehouse 25,000 ProteinSimple Ltd.”

Annual report unknown yearA · The company itself

“One of our strategies is to expand geographically, particularly in China, India and in developing countries, both through distribution and through direct operations. This subjects us to a number of risks, including international economic, political, and labor conditions; currency fluctuations; tax laws (including U.S. taxes on foreign subsidiaries); increased financial accounting and reporting burdens and complexities; unexpected changes in, or impositions of, legislative or regulatory requirements; failure of laws to protect intellectual property rights adequately; inadequate local infrastructure and difficulties in managing and staffing international operations; delays resulting from difficulty in obtaining export licenses for certain technology; tariffs, quotas and other trade barriers and restrictions; transportation delays; operating in locations with a higher incidence of corruption and fraudulent business practices; and other factors beyond our control, including terrorism, war, natural disasters, climate change and diseases.”

Annual report unknown yearA · The company itself

“We sell our products directly to customers who are primarily located in North America, Europe and China, as well as through a distribution agreement with Thermo Fisher Scientific. We also sell through third party distributors in China, Japan, certain eastern European countries and the rest of the world.”

Annual report unknown yearA · The company itself

“We sell our products directly to those customers who are primarily located in North America, Europe, and China, and through distributors elsewhere.”

Annual report unknown yearA · The company itself

“Today, our product lines include hundreds of thousands of diverse products, most of which we manufacture ourselves in multiple locations in North America, as well as locations in the U.K., Canada, Switzerland and China.”

Annual report unknown yearA · The company itself

“Changes in government reimbursement for certain diagnostic tests or reductions in overall healthcare spending could negatively impact us directly or our customers and, correspondingly, our sales to them.”

Annual report unknown yearA · The company itself

“Protein Sciences Segment Customers and Distribution Methods Our customers for this segment include researchers in academia and industry (chiefly pharmaceutical and biotech companies as well as contract research organizations).”

Annual report unknown yearA · The company itself

“Diagnostics and Spatial Biology Segment Customers and Distribution Methods The customers for the Spatial Biology division include researchers in academia as well as investigators in pharmaceutical and biotech companies.”

Annual report unknown yearA · The company itself

“Our Diagnostics and Spatial Biology segment products include applications in the medical diagnostics market, which relies largely on government healthcare-related policies and funding.”

Annual report unknown yearA · The company itself

“In fiscal 2026, a number of our businesses and departments continued to face recruitment and retention challenges, and faced labor availability constraints and inflationary costs.”

Annual report unknown yearA · The company itself

“Recruitment and Retention Bio-Techne believes that sustaining its profitable growth will require a continued focus on recruiting and retaining top talent.”

Annual report unknown yearA · The company itself

“The Company offers competitive pay and benefits, from flexible work to financial planning resources to an employee stock purchase plan. In recent years, we bolstered our recruitment and retention efforts by expanding eligibility to receive stock options deeper into the organization and expanded our Long-Term Incentive program strategy to include a combination of stock options and restricted stock units.”

Annual report unknown yearA · The company itself

“In addition to pay and benefits, Bio-Techne believes that the ability to retain employees requires an environment where they can work productively and where there are opportunities to grow and advance. The Company therefore seeks to cultivate a culture of empowerment and collaboration, where employees can observe the impact of their efforts, and where they see opportunities both laterally and vertically.”

Annual report unknown yearA · The company itself

“Protein Sciences Segment Customers and Distribution Methods Our customers for this segment include researchers in academia and industry (chiefly pharmaceutical and biotech companies as well as contract research organizations).”

Annual report unknown yearA · The company itself

“Diagnostics and Spatial Biology Segment Customers and Distribution Methods The customers for the Spatial Biology division include researchers in academia as well as investigators in pharmaceutical and biotech companies.”

Annual report unknown yearA · The company itself

“Our Protein Sciences segment products are sold primarily to research scientists at pharmaceutical and biotechnology companies and at university and government research institutions.”

Annual report unknown yearA · The company itself

“For example, Congress and the U.S. administration have sought to impose changes to healthcare in the U.S., including government negotiation/regulation of drug prices paid by government programs. Such impacts could negatively impact certain markets we serve, resulting in an adverse impact on our sales revenue.”

Annual report unknown yearA · The company itself

“Additionally, the U.S. government’s negotiation of most favored nation pricing on certain prescription drugs, and the potential for expansion of this program, may impact the customers and industries we serve by increasing the cost of commercializing and/or limiting the profitability of commercialized products.”

Annual report unknown yearA · The company itself

“For example, many of our instruments are marketed to the pharmaceutical industry for use in discovering and developing drugs and diagnostic products. Changes in the U.S. FDA’s regulation of drug or medical device products, such as managing the price of certain prescription drugs or potentially increasing regulatory scrutiny of lab developed tests, could have an adverse effect on the demand for these products.”

Annual report unknown yearA · The company itself

“For example, many of our instruments are marketed to the pharmaceutical industry for use in discovering and developing drugs and diagnostic products. Changes in the U.S. FDA’s regulation of drug or medical device products, such as managing the price of certain prescription drugs or potentially increasing regulatory scrutiny of lab developed tests, could have an adverse effect on the demand for these products.”

Annual report unknown yearA · The company itself

“We will continue to expand our sales staff and distribution channels globally in order to increase our global presence and make it easier for customers to transact with us.”

Annual report unknown yearA · The company itself

“Our Protein Sciences segment products are sold primarily to research scientists at pharmaceutical and biotechnology companies and at university and government research institutions.”

Annual report unknown yearA · The company itself

“Our success depends in part on our ability to operate without infringing the proprietary rights of others, and to obtain licenses where necessary or appropriate. We have obtained and continue to negotiate licenses to produce a number of products claimed to be owned by others.”

Annual report unknown yearA · The company itself

“We have agreements relating to the sale of our products to government entities in the U.S. and elsewhere and, as a result, we are subject to various statutes and regulations that apply to companies doing business with the government (less than 1% of our fiscal 2026 sales were made to the U.S. federal government).”

Annual report unknown yearA · The company itself

“In particular, a broad privacy law in California, the California Consumer Privacy Act (“CCPA”), came into effect in January 2020. The CCPA has some of the same features as the GDPR (discussed below) and has already prompted several other states to follow with similar laws.”

Annual report unknown yearA · The company itself

“The EU General Data Protection Regulation that became effective in May 2018 (“GDPR”) has imposed significantly stricter requirements in how we collect, transmit, process, and retain personal data, including, among other things, in certain circumstances a requirement for almost immediate notice of data breaches to supervisory authorities and prompt notice to data subjects with significant fines for non-compliance.”

Annual report unknown yearA · The company itself

“Several other countries in which we do business have passed, and other countries are considering passing, laws that require personal data relating to their citizens to be maintained on local servers and impose additional data transfer restrictions.”

Annual report unknown yearA · The company itself

“A significant disruption in, or breach of security of, our information technology systems or data, or violation of data privacy laws, could result in damage to our reputation, data integrity and/or subject us to costs, fines, or lawsuits under data privacy or other laws or contractual requirements.”

Annual report unknown yearA · The company itself

“Changes, potential changes or uncertainties in social, political, regulatory, and economic conditions or laws and policies governing foreign trade, manufacturing, and development and investment in the territories and countries where we or our customers operate, or governing the health care system, can adversely affect our business and financial results.”

Annual report unknown yearA · The company itself

“The supply chains for our businesses can also be disrupted by supplier capacity constraints, bankruptcy or exiting of the business for other reasons, decreased availability of key raw materials or commodities and external events such as natural disasters, pandemic health issues, war, terrorist actions, governmental actions (such as trade protectionism) and legislative or regulatory changes.”

Annual report unknown yearA · The company itself

“As of the date of this report, a number of the tariffs remain in effect, including significant tariffs between the U.S. and China. Collectively, these tariffs have increased and will continue to increase the cost to us of supplies and components we import, as well as our cost to serve certain markets, which in turn will require us to bear significant increased costs to do business, and/or implement surcharges, and/or increase the price of certain of our products.”

Annual report unknown yearA · The company itself

“If growth in the global economy or in any of the markets we serve slows for a significant period, if there is significant deterioration in the global economy or such markets or if improvements in the global economy do not benefit the markets we serve, our business and financial results can be adversely affected. International political, compliance and business factors, including the military conflicts and trade tensions, can negatively impact our operations and financial results.”

Annual report unknown yearA · The company itself

“This subjects us to a number of risks, including international economic, political, and labor conditions; currency fluctuations; tax laws (including U.S. taxes on foreign subsidiaries); increased financial accounting and reporting burdens and complexities; unexpected changes in, or impositions of, legislative or regulatory requirements; failure of laws to protect intellectual property rights adequately; inadequate local infrastructure and difficulties in managing and staffing international operations; delays resulting from difficulty in obtaining export licenses for certain technology; tariffs, quotas and other trade barriers and restrictions; transportation delays; operating in locations with a higher incidence of corruption and fraudulent business practices; and other factors beyond our control, including terrorism, war, natural disasters, climate change and diseases.”

Annual report unknown yearA · The company itself

“This subjects us to a number of risks, including international economic, political, and labor conditions; currency fluctuations; tax laws (including U.S. taxes on foreign subsidiaries); increased financial accounting and reporting burdens and complexities; unexpected changes in, or impositions of, legislative or regulatory requirements; failure of laws to protect intellectual property rights adequately; inadequate local infrastructure and difficulties in managing and staffing international operations; delays resulting from difficulty in obtaining export licenses for certain technology; tariffs, quotas and other trade barriers and restrictions; transportation delays; operating in locations with a higher incidence of corruption and fraudulent business practices; and other factors beyond our control, including terrorism, war, natural disasters, climate change and diseases.”

Annual report unknown yearA · The company itself

“If we suffer loss to our supply chains, distribution systems or information technology systems due to catastrophe or other events, our operations could be seriously harmed. Our supply chains, distribution systems and information technology systems may be subject to catastrophic loss due to fire, flood, earthquake, hurricane, power shortage or outage, public health crisis (including epidemics and pandemics) and the reaction thereto, war, terrorism, riot or other man-made or natural disasters.”

Annual report unknown yearA · The company itself

“The supply chains for our businesses can also be disrupted by supplier capacity constraints, bankruptcy or exiting of the business for other reasons, decreased availability of key raw materials or commodities and external events such as natural disasters, pandemic health issues, war, terrorist actions, governmental actions (such as trade protectionism) and legislative or regulatory changes.”

Annual report unknown yearA · The company itself

“We have significant operations in California, near major earthquake faults, which make us susceptible to earthquake risk.”

Annual report unknown yearA · The company itself

“For example, we have significant operations in California, where serious drought has made water less available and more costly and has increased the risk of wildfires. Changes in climate patterns leading to extreme heat waves or unusually cold weather at some of our locations can lead to increased energy usage and costs, or otherwise adversely impact our facilities and operations and disrupt our supply chains and distribution systems.”

Annual report unknown yearA · The company itself

“In fiscal 2026, a number of our businesses and departments continued to face recruitment and retention challenges, and faced labor availability constraints and inflationary costs.”

Annual report unknown yearA · The company itself

“We purchase materials, components and equipment from third parties for use in many of our manufacturing operations. Our profitability could be adversely impacted if we are unable to adjust our purchases to reflect changes in customer demand and market fluctuations, including those caused by seasonality or cyclicality.”

Annual report unknown yearA · The company itself

“During a market upturn, suppliers from time to time extend lead times, limit supplies or increase prices. If we cannot purchase sufficient products at competitive prices and quality and on a timely enough basis to meet increasing demand, we may not be able to satisfy market demand, product shipments may be delayed, our costs may increase, or we may breach our contractual commitments and incur liabilities.”

Annual report unknown yearA · The company itself

“Although most of our raw materials are available from a number of potential suppliers, our operations also depend upon our ability to obtain raw materials at reasonable prices.”

Annual report unknown yearA · The company itself

“As a global organization, we are subject to data privacy and security laws, regulations, and customer-imposed controls in numerous jurisdictions as a result of having access to and processing confidential, personal and/or sensitive data in the course of our business.”

Annual report unknown yearA · The company itself

“Failure to comply with the requirements of GDPR and the applicable national data protection laws of the EU member states may result in fines of up to €20 million or up to 4% of the total worldwide annual turnover of the preceding financial year, whichever is higher, and other administrative penalties.”

Annual report unknown yearA · The company itself

“This subjects us to a number of risks, including international economic, political, and labor conditions; currency fluctuations; tax laws (including U.S. taxes on foreign subsidiaries); increased financial accounting and reporting burdens and complexities; unexpected changes in, or impositions of, legislative or regulatory requirements; failure of laws to protect intellectual property rights adequately; inadequate local infrastructure and difficulties in managing and staffing international operations; delays resulting from difficulty in obtaining export licenses for certain technology; tariffs, quotas and other trade barriers and restrictions; transportation delays; operating in locations with a higher incidence of corruption and fraudulent business practices; and other factors beyond our control, including terrorism, war, natural disasters, climate change and diseases.”

Annual report unknown yearA · The company itself

“In fiscal 2026, currency translation had a favorable effect of approximately $20 million on revenues due to the value of the U.S. dollar relative to other currencies in which the Company sells products and services.”

Annual report unknown yearA · The company itself

“Table of Contents For instance, our use of animal-derived materials in certain products and manufacturing processes subjects us to regulatory, supply chain, quality, and reputational risks that could adversely affect our business. The sourcing, processing, importation, exportation, handling, storage, transportation and use of animal-derived materials are subject to complex and evolving laws, regulations and governmental oversight, including requirements administered by the USDA, APHIS, and the FDA, as well as customs authorities and comparable regulatory agencies in foreign jurisdictions.”

Annual report unknown yearA · The company itself

“MANUFACTURING AND MATERIALS Our manufacturing operations use a wide variety of raw materials and components, including electronic components, chemicals and biological materials.”

Annual report unknown yearA · The company itself

“Any such new or additional legal or regulatory requirements may increase the costs associated with, or disrupt, sourcing, manufacturing and distribution of our products, which may adversely affect our business and financial results.”

Annual report unknown yearA · The company itself

“This subjects us to a number of risks, including international economic, political, and labor conditions; currency fluctuations; tax laws (including U.S. taxes on foreign subsidiaries); increased financial accounting and reporting burdens and complexities; unexpected changes in, or impositions of, legislative or regulatory requirements; failure of laws to protect intellectual property rights adequately; inadequate local infrastructure and difficulties in managing and staffing international operations; delays resulting from difficulty in obtaining export licenses for certain technology; tariffs, quotas and other trade barriers and restrictions; transportation delays; operating in locations with a higher incidence of corruption and fraudulent business practices; and other factors beyond our control, including terrorism, war, natural disasters, climate change and diseases.”

Annual report unknown yearA · The company itself

“We currently have a Credit Agreement that 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 bear interest at a variable rate.”

Annual report unknown yearA · The company itself

“We rely on information technology systems, some of which are provided and/or managed by third parties, to process, transmit and store electronic information (including sensitive data such as confidential business information and personally identifiable data relating to employees, customers, other business partners and patients), and to manage or support a variety of critical business processes and activities (such as receiving and fulfilling orders, billing, collecting and making payments, shipping products, providing services and support to customers and fulfilling contractual obligations).”

Annual report unknown yearA · The company itself

“This subjects us to a number of risks, including international economic, political, and labor conditions; currency fluctuations; tax laws (including U.S. taxes on foreign subsidiaries); increased financial accounting and reporting burdens and complexities; unexpected changes in, or impositions of, legislative or regulatory requirements; failure of laws to protect intellectual property rights adequately; inadequate local infrastructure and difficulties in managing and staffing international operations; delays resulting from difficulty in obtaining export licenses for certain technology; tariffs, quotas and other trade barriers and restrictions; transportation delays; operating in locations with a higher incidence of corruption and fraudulent business practices; and other factors beyond our control, including terrorism, war, natural disasters, climate change and diseases.”

Annual report unknown yearA · The company itself

“Table of Contents For instance, our use of animal-derived materials in certain products and manufacturing processes subjects us to regulatory, supply chain, quality, and reputational risks that could adversely affect our business. The sourcing, processing, importation, exportation, handling, storage, transportation and use of animal-derived materials are subject to complex and evolving laws, regulations and governmental oversight, including requirements administered by the USDA, APHIS, and the FDA, as well as customs authorities and comparable regulatory agencies in foreign jurisdictions.”

Annual report unknown yearA · The company itself

“Research and development spending by our customers and the availability of government research funding can fluctuate due to changes in available resources, mergers of pharmaceutical and biotechnology companies, spending priorities, general economic conditions and institutional and governmental budgetary policies.”

Annual report unknown yearA · The company itself

“MANUFACTURING AND MATERIALS Our manufacturing operations use a wide variety of raw materials and components, including electronic components, chemicals and biological materials.”

Annual report unknown yearA · The company itself

“We sell our products directly to customers who are primarily located in North America, Europe and China, as well as through a distribution agreement with Thermo Fisher Scientific. We also sell through third party distributors in China, Japan, certain eastern European countries and the rest of the world.”

Annual report unknown yearA · The company itself

“We sell our products directly to those customers who are primarily located in North America, Europe, and China, and through distributors elsewhere.”

Annual report unknown yearA · The company itself

“Today, our product lines include hundreds of thousands of diverse products, most of which we manufacture ourselves in multiple locations in North America, as well as locations in the U.K., Canada, Switzerland and China.”

Annual report unknown yearA · The company itself

“We engage in business globally, with approximately 48% of our sales revenue in fiscal 2026 coming from outside the U.S.”

Annual report unknown yearA · The company itself

“We operate globally, with manufacturing operations in Canada, Switzerland, China and the UK, and approximately 48% of our revenue 25 Table of Contents in fiscal 2026 was from outside the U.S.”

Annual report unknown yearA · The company itself

“The Company owns a 53,000 square foot manufacturing facility in Wallingford, Connecticut. This facility is utilized by the Company’s Protein Sciences segment.”

Annual report unknown yearA · The company itself

“Subsidiary ​ ​ ​ Location ​ ​ ​ Type ​ ​ ​ Square Feet ProteinSimple San Jose, California Office/manufacturing/warehouse 98,000 Novus Biologicals Centennial, Colorado Office/warehouse 74,000 Bionostics Devens, Massachusetts Office/manufacturing 70,000 Cliniqa San Marcos, California Office/manufacturing/warehouse 63,000 PrimeGene Shanghai, China Office/manufacturing/lab 59,000 Advanced Cell Diagnostics Newark, California Office/manufacturing/warehouse 56,000 Asuragen Austin, Texas Office/manufacturing/warehouse 47,000 Tocris Bristol, United Kingdom Office/manufacturing/lab/warehouse 41,000 Bio-Techne China Shanghai and Beijing, China Office/warehouse 34,000 Lunaphore ​ Tolochenaz, Switzerland ​ Office/manufacturing/warehouse ​ 26,000 Bio-Techne Ireland Dublin, Ireland Warehouse 25,000 ProteinSimple Ltd.”

Annual report unknown yearA · The company itself

“We sell our products directly to customers who are primarily located in North America, Europe and China, as well as through a distribution agreement with Thermo Fisher Scientific. We also sell through third party distributors in China, Japan, certain eastern European countries and the rest of the world.”

Annual report unknown yearA · The company itself

“We sell our products directly to those customers who are primarily located in North America, Europe, and China, and through distributors elsewhere.”

Annual report unknown yearA · The company itself

“Today, our product lines include hundreds of thousands of diverse products, most of which we manufacture ourselves in multiple locations in North America, as well as locations in the U.K., Canada, Switzerland and China.”

Annual report unknown yearA · The company itself

“We engage in business globally, with approximately 48% of our sales revenue in fiscal 2026 coming from outside the U.S.”

Annual report unknown yearA · The company itself

“We operate globally, with manufacturing operations in Canada, Switzerland, China and the UK, and approximately 48% of our revenue 25 Table of Contents in fiscal 2026 was from outside the U.S.”

Annual report unknown yearA · The company itself

“Subsidiary ​ ​ ​ Location ​ ​ ​ Type ​ ​ ​ Square Feet ProteinSimple San Jose, California Office/manufacturing/warehouse 98,000 Novus Biologicals Centennial, Colorado Office/warehouse 74,000 Bionostics Devens, Massachusetts Office/manufacturing 70,000 Cliniqa San Marcos, California Office/manufacturing/warehouse 63,000 PrimeGene Shanghai, China Office/manufacturing/lab 59,000 Advanced Cell Diagnostics Newark, California Office/manufacturing/warehouse 56,000 Asuragen Austin, Texas Office/manufacturing/warehouse 47,000 Tocris Bristol, United Kingdom Office/manufacturing/lab/warehouse 41,000 Bio-Techne China Shanghai and Beijing, China Office/warehouse 34,000 Lunaphore ​ Tolochenaz, Switzerland ​ Office/manufacturing/warehouse ​ 26,000 Bio-Techne Ireland Dublin, Ireland Warehouse 25,000 ProteinSimple Ltd.”

Annual report unknown yearA · The company itself

“Our supply chains, distribution systems and information technology systems may be subject to catastrophic loss due to fire, flood, earthquake, hurricane, power shortage or outage, public health crisis (including epidemics and pandemics) and the reaction thereto, war, terrorism, riot or other man-made or natural disasters.”

Annual report unknown yearA · The company itself

“The supply chains for our businesses can also be disrupted by supplier capacity constraints, bankruptcy or exiting of the business for other reasons, decreased availability of key raw materials or commodities and external events such as natural disasters, pandemic health issues, war, terrorist actions, governmental actions (such as trade protectionism) and legislative or regulatory changes.”

Annual report unknown yearA · The company itself

“Our ability to compete can also be impacted by changing customer preferences and requirements (for example increased demand for more environmentally-friendly products and supplier practices).”

Annual report unknown yearA · The company itself

“In addition, changes to laws or regulations pertaining to laboratory developed tests may adversely affect our business and financial results.”

Annual report unknown yearA · The company itself

“This subjects us to a number of risks, including international economic, political, and labor conditions; currency fluctuations; tax laws (including U.S. taxes on foreign subsidiaries); increased financial accounting and reporting burdens and complexities; unexpected changes in, or impositions of, legislative or regulatory requirements; failure of laws to protect intellectual property rights adequately; inadequate local infrastructure and difficulties in managing and staffing international operations; delays resulting from difficulty in obtaining export licenses for certain technology; tariffs, quotas and other trade barriers and restrictions; transportation delays; operating in locations with a higher incidence of corruption and fraudulent business practices; and other factors beyond our control, including terrorism, war, natural disasters, climate change and diseases.”

Annual report unknown yearA · The company itself

“The Company owns a 9,000 square foot facility that its Canada subsidiaries occupy in Toronto, Canada. This facility is utilized by the Company’s Protein Sciences segment.”

Annual report unknown yearA · The company itself