Bruker Corp SEC Filings

Bruker Corporation is offering 2,400,000 shares of 6.375% Mandatory Convertible Preferred Stock, Series A with a $250.00 liquidation preference per share and cumulative dividends payable quarterly beginning December 1, 2025 through September 1, 2028. Each preferred share will automatically convert on or about September 1, 2028 into between 6.9534 and 8.5179 shares of common stock based on a 20-trading-day Average VWAP during a defined Settlement Period, with holder early-conversion rights and special conversion mechanics upon certain Fundamental Changes. Bruker intends to list the securities on Nasdaq under the symbol BRKRP and expects to use net proceeds to repay indebtedness under specified facilities. The prospectus highlights structural subordination to indebtedness, anti-dilution adjustments, dividend-payment mechanics (including payments in cash or common stock valued at 97% of certain VWAP measures), a dividend stopper limiting common-stock distributions while preferred remains outstanding, and lock-up and underwriting arrangements. Investors are directed to the incorporated Risk Factors and related SEC filings for full detail.

Bruker Corporation is offering 2,400,000 shares of Mandatory Convertible Preferred Stock, Series A with a $250.00 per-share liquidation preference. Dividends are cumulative and payable when declared on specified quarterly Dividend Payment Dates beginning December 1, 2025 and ending September 1, 2028, and may be paid in cash, common stock or combination. Each preferred share will automatically convert around September 1, 2028 into a variable number of common shares based on the Average VWAP during a defined 20-Trading-Day Settlement Period, subject to Minimum and Maximum Conversion Rates and anti-dilution adjustments; holders also have limited early conversion rights, including upon a Fundamental Change. The company intends to list the preferred on Nasdaq under BRKRP; common stock trades under BRKR (last reported sale $33.98 on August 29, 2025). Net proceeds are intended to repay specified indebtedness to strengthen the balance sheet; affiliates of J.P. Morgan Securities LLC and BofA Securities, Inc. are expected to receive more than 5% of net proceeds. The prospectus references material risks, ranking and structural subordination to indebtedness and subsidiaries' liabilities.

Bruker Corporation director and President & CEO Frank H. Laukien reported transactions on 08/15/2025. He received 48,431 shares of Common Stock via restricted stock units (RSUs) at no cash cost, bringing his reported direct beneficial ownership to 38,494,103 shares. The RSUs vest in four equal annual installments beginning one year after the grant.

He also was granted a stock option to purchase 137,339 shares with a $36.872 exercise price; the option vests in four equal annual installments starting 08/15/2026 and expires 08/15/2030. The filing lists several indirect holdings: 1,055,639 shares by a former spouse, 337,087 by a son, 336,607 by a daughter, and additional custodial holdings described in the form.

Busse Falko, identified as President, Biospin Group and a director/officer of Bruker Corporation (BRKR), reported equity awards granted on 08/15/2025. The filing shows 9,282 restricted stock units (RSUs) were acquired at no cash price and 8,774 stock options were granted with a $33.52 exercise price. The RSUs vest in equal installments on the first four anniversaries of the original grant date and the options vest on the same four-year schedule; the options are exercisable beginning 08/15/2026 and expire 08/15/2035. Following the reported transactions, the reporting person beneficially owns 48,171 shares of common stock and 8,774 shares underlying options. The form was signed by an attorney-in-fact on 08/19/2025.

Bruker Corporation (BRKR) reporting person Mark Munch, Executive Vice President & President of Bruker Nano Inc., received equity awards on August 15, 2025. The filing shows 23,631 restricted stock units granted and 22,337 stock options with an exercise price of $33.52. The restricted stock units vest in four equal annual installments beginning one year after the original grant date, and the stock options vest on the same four‑year schedule with an exercisability starting 08/15/2026 and expiration on 08/15/2035. After the reported transactions, Mr. Munch beneficially owns 128,443 common shares and directly holds the 22,337 shares underlying the new options.

Bruker Corporation (BRKR) reported equity awards to Executive Vice President and CFO Gerald N. Herman on 08/15/2025 consisting of 25,844 Restricted Stock Units and 24,430 stock options with an exercise price of $36.872. Following the transactions Herman beneficially owns 102,583 shares and 24,430 options. Both the RSUs and the options vest in equal installments on each of the first four anniversaries of the original grant date, and the options become exercisable beginning 08/15/2026 with an expiration date of 08/15/2035. The transactions were reported on a Form 4 under Section 16.

Bruker Corporation insider grant to its President & CEO. The filing reports that on 08/15/2025 Burkhard Prause, listed as President & CEO, was granted 5,298 Restricted Stock Units (RSUs) and 5,008 stock options with an exercise price of $33.52. The RSUs vest in four equal annual installments beginning on the first anniversary of the 08/15/2025 grant date, and the options vest on the same four-year annual schedule with an exercisable date beginning 08/15/2026 and expiration on 08/15/2035. After the RSU grant the reporting person beneficially owned 25,158 shares. The form is signed by an attorney-in-fact on 08/19/2025.

Mark Munch, Executive Vice President and President of Bruker Nano Inc., reported three non-derivative transactions in Bruker Corporation (BRKR) common stock related to restricted stock unit vesting. The Form 4 shows shares were withheld to satisfy tax withholding obligations: 1,340 shares on 08/09/2025 at $30.43, 1,107 shares on 08/10/2025 at $30.43, and 1,279 shares on 08/11/2025 at $30.78. Each transaction is reported as a direct ownership change and coded as F with the company’s explanation confirming tax withholding for RSU vesting.

Following these withholdings, the reported direct beneficial ownership amounts after each transaction were 107,198, 106,091 and 104,812 shares respectively, reflecting a total of 3,726 shares withheld across the three dates.

Frank H. Laukien, President & CEO, Director and 10% owner of Bruker Corporation (BRKR), had restricted stock units vest and had 12,917 shares withheld across three dates to satisfy tax withholding: 3,422 shares on 08/09/2025 at $30.43, 4,657 shares on 08/10/2025 at $30.43, and 4,838 shares on 08/11/2025 at $30.78. The transactions are coded F, indicating company withholding rather than open-market sales.

Following the withholdings, his reported direct beneficial ownership was about 38.45 million shares (38,445,672 after the 08/11 transaction). The filing also lists indirect holdings including 1,055,639 shares by a former spouse and various family/UTMA holdings, showing structured family ownership but no additional dispositions reported.