[8-K] Bio-Rad Laboratories, Inc. Reports Material Event

Rhea-AI Filing Summary

flyExclusive, Inc. (NYSE American: FLYX) filed an 8-K (Item 8.01) announcing it has waived the lock-up that restricted EG Sponsor LLC from selling 5.625 MM Class A shares and 4.333 MM warrants until 27 Dec 2026. The waiver, executed 25 Jul 2025 and effective immediately, is intended to clear a March 2025 Russell 2000 rule that bars index inclusion while such restrictions are in place. Management believes Russell inclusion would raise trading volume, liquidity and enhance access to its at-the-market program.

The Audit & Risk Committee and the full Board (with interested directors Gregg Hymowitz and Gary Fegel recused) approved the waiver in line with company policy. All other terms of the 2021 Letter Agreement between the Company and EG Sponsor LLC remain unchanged.

No financial metrics were disclosed; the filing is limited to governance actions surrounding the share release and potential index listing.

Positive

• Facilitates potential Russell 2000 inclusion, which may add index-tracker demand and improve liquidity.
• Independent Audit & Risk Committee and disinterested Board approval mitigate conflict-of-interest concerns.

Negative

• Immediate release of 5.625 MM shares and 4.333 MM warrants could increase supply and pressure share price.
• Altering previously agreed lock-up may erode investor trust and signal willingness to renegotiate protections.

Insights

Securities Analyst

TL;DR Waiver boosts free float for Russell 2000 bid; liquidity up, supply risk rises—net moderately positive.

The immediate float increase removes the only hurdle to Russell 2000 eligibility, a catalyst that historically drives incremental index-tracker demand and tighter spreads. Greater liquidity can lower capital costs, aiding the existing ATM facility. Although 5.6 MM shares (~x % of outstanding*) and 4.3 MM warrants may pressure the stock if EG Sponsor sells, sponsor’s ongoing financing activity suggests orderly disposition. Governance boxes were ticked via independent committee approval, limiting conflicts. Overall, I view the action as impactful, slightly accretive to valuation multiples through enhanced marketability.

Corporate Governance Expert

TL;DR Early lock-up release raises dilution concerns; governance process sound but investor perception risk remains.

Lock-ups are negotiated safeguards; shortening them two years early can unsettle minority holders. Even with Audit Committee approval, waiving 10 %+ of share supply may be viewed as favoring the sponsor. The company’s rationale—index inclusion—is strategic, yet not guaranteed. Should EG Sponsor monetize quickly, downward price pressure could outweigh liquidity gains. From a governance risk perspective the transaction is compliant but shareholder-alignment optics weaken.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report:   July 28, 2025

(Date of earliest event reported)

BIO-RAD LABORATORIES, INC.

(Exact name of registrant as specified in its charter)

Commission File Number: 1-07928

Delaware						94-1381833
(State or other jurisdiction of incorporation)						(I.R.S. Employer Identification No.)

1000 Alfred Nobel Dr.

Hercules, California 94547

(Address of principal executive offices, including zip code)

(510)724-7000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, Par Value $0.0001 per share

BIO

New York Stock Exchange

Class B Common Stock, Par Value $0.0001 per share

BIO.B

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

			Emerging growth company			☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.						☐

ITEM 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed by Bio-Rad Laboratories, Inc. (the “Company”) in its 2025 Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 26, 2025, Michael Crowley, the Company’s Executive Vice President, Global Commercial Operations announced on January 31, 2025 that he plans to retire in 2025. On July 23, 2025, the Company’s Board of Directors approved that effective as of the August 4, 2025 start date of his successor Rajat Mehta, Mr. Crowley will be retiring from this position and will no longer be an executive officer. He will continue as an employee until September 2025 to assist with the transition.

ITEM 8.01. Other Events.

On July 28, 2025, the Company issued a press release announcing the appointment of Rajat Mehta as Executive Vice President, Global Commercial Operations, effective August 4, 2025.

A copy of the press release announcing the appointment of Mr. Mehta and the retirement of Mr. Crowley is furnished with this report as Exhibit 99.1.

ITEM 9.01    Financial Statements and Exhibits

Exhibit Number						Description
99.1						Press Release of Bio-Rad Laboratories Inc. dated July 28, 2025
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BIO-RAD LABORATORIES, INC.

Date:

July 28, 2025

By:

/s/ Courtney C. Enloe

Courtney C. Enloe

EVP, General Counsel and Secretary

FAQ

Why did flyExclusive (FLYX) waive the EG Sponsor lock-up early?

To qualify for Russell 2000 Index inclusion, which a March 2025 rule blocks while lock-ups are in place.

How many shares and warrants are now unrestricted?

5,625,000 Class A shares and 4,333,333 warrants became freely tradable on 25 Jul 2025.

Was the waiver approved by independent directors?

Yes. The Audit & Risk Committee and the full Board, excluding interested directors Hymowitz and Fegel, approved the action.

Does this filing include any earnings or revenue data?

No. The 8-K solely covers the waiver of the lock-up and related governance details.

Could the additional float dilute existing shareholders?

The newly tradable shares increase supply and may pressure the stock if the sponsor sells aggressively.