QIAGEN agrees to €46.50-a-share cash takeover offer
QIAGEN suspended its 2026 outlook while the proposed €46.50-per-share all-cash takeover offer is pending; closing is currently expected in mid-2027.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
6-K
Rhea-AI Filing Summary
QIAGEN N.V. (QGEN) reported Q3 2026 net sales of $548 million, up 3% from a year earlier, and an adjusted operating income margin of 30.4%, up 0.8 percentage points. GAAP net income fell 19% to $105.7 million and diluted EPS was $0.51 versus $0.60; adjusted diluted EPS rose 7% to $0.65, with adjusted EPS at constant exchange rates of $0.65 above the outlook for at least $0.62 CER.
Sample technologies sales increased 10% at constant exchange rates to $187 million, while PCR/nucleic acid amplification sales declined 5% to $71 million on that basis. Net cash from operating activities was $447 million for the first nine months, compared with $466 million a year earlier; the leverage ratio, defined as net debt to adjusted EBITDA, was 1.0x at the end of Q3 versus 0.7x at the end of 2025.
QIAGEN and the EQT XI fund announced an agreement under which Crown NL Bidco B.V. will make an all-cash voluntary public takeover offer for all outstanding QIAGEN shares at €46.50 per share. The offer has not yet commenced, and closing is currently expected in mid-2027. QIAGEN suspended its 2026 outlook while the transaction is pending.
1 point · 0 major0 major · 1 point
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointAdjusted diluted EPS rose 7% to $0.65 in Q3 2026.
Negative
- Moderate pointQ3 net income fell 19% to $105.7 million year over year.
Key Figures
Net sales: $548 million
Net income: $105.7 million
Diluted EPS: $0.51
+5 more
8 metrics
Net sales
$548 million
Q3 2026; up 3% from Q3 2025
Net income
$105.7 million
Q3 2026; down 19% from Q3 2025
Diluted EPS
$0.51
Q3 2026; $0.60 in Q3 2025
Adjusted diluted EPS
$0.65
Q3 2026; up 7% from Q3 2025
Adjusted operating income margin
30.4%
Q3 2026; 29.6% in Q3 2025
Net cash from operating activities
$447 million
Nine months ended September 30, 2026; $466 million in the same period of 2025
Leverage ratio
1.0x
End of Q3 2026; 0.7x at the end of 2025
Proposed takeover offer price
€46.50 per share
All-cash voluntary public takeover offer
Key Terms
constant exchange rates (CER), adjusted diluted EPS, free cash flow, net leverage, +2 more
6 terms
constant exchange rates (CER) financial
"also increasing 3% at constant exchange rates (CER)"
A way of reporting financial results that removes the effect of currency swings by redoing past figures using the same exchange rates as the current period. For investors, it shows the company’s underlying performance — like comparing the sizes of apples using the same ruler — so growth or decline reflects real business activity rather than changes in foreign-currency values.
adjusted diluted EPS financial
"Adjusted diluted EPS increased to $0.65 from $0.61"
Adjusted diluted EPS is a company’s profit per share after adding back or removing one-time items (like restructuring costs or gains) and dividing by the number of shares including potential shares from options and convertible securities. Investors use it as a cleaner view of ongoing earnings—like looking at a car’s regular fuel efficiency rather than a trip boosted by downhill coasting—to judge underlying performance and compare companies without temporary distortions.
free cash flow financial
"Free cash flow is defined as operating cash flow less purchases"
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
net leverage financial
"adjusted tax rate and net leverage and free cash flow"
Net leverage measures how many years it would take for a company to pay off its outstanding debt using its annual operating cash flow, after subtracting cash on hand from total debt. Think of it like a household’s mortgage balance minus savings divided by yearly income; a lower number means the company is in a safer position to handle debt, while a higher number signals greater financial risk and potential pressure on profits or growth.
voluntary public takeover offer regulatory
"make an all-cash voluntary public takeover offer"
A voluntary public takeover offer is when an investor or company publicly proposes to buy shares from existing shareholders of another publicly traded company at a stated price, but does so by choice rather than because of a legal obligation. It matters to investors because it can provide an opportunity to sell shares at a premium like receiving a buyout offer for your home, or indicate a change in control that could affect the stock’s future value, strategy, and risk.
antimicrobial resistance markers medical
"33 pathogen targets and 28 antimicrobial resistance markers"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were QGEN’s Q3 2026 financial results?
QIAGEN reported Q3 2026 net sales of $548 million, up 3%, and net income of $105.7 million, down 19% from Q3 2025. Diluted EPS was $0.51 versus $0.60, while adjusted diluted EPS was $0.65 versus $0.61.
What is the proposed QGEN takeover offer price?
Crown NL Bidco B.V. is to make an all-cash voluntary public takeover offer for all outstanding QIAGEN shares at €46.50 per share. Closing is currently expected in mid-2027, and the offer has not yet commenced.
Which QGEN product groups grew in Q3 2026?
At constant exchange rates, sample technologies sales rose 10% to $187 million, diagnostic solutions rose 1% to $209 million, and genomics/NGS rose 9% to $66 million. PCR/nucleic acid amplification sales declined 5% to $71 million.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM 6-K
__________________________________
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 under
the Securities Exchange Act of 1934
For the quarterly period ended September 30, 2026
Commission File Number 001-38332
__________________________________
QIAGEN N.V.
(Translation of registrant’s name into English)
__________________________________
Hulsterweg 82
5912 PL Venlo
The Netherlands
(Address of principal executive office)
__________________________________
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ý Form 40-F o
1
Table of Contents
QIAGEN N.V.
Form 6-K
TABLE OF CONTENTS
| Item | Page | ||||
| Other Information | 3 | ||||
| Signatures | 4 | ||||
| Exhibit Index | 5 | ||||
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Table of Contents
OTHER INFORMATION
On November 4, 2026, QIAGEN N.V. (NYSE: QGEN; Frankfurt, Prime Standard: QIA) issued a press release announcing its unaudited financial results for the third quarter ended September 30, 2026. The press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.
QIAGEN has regularly reported adjusted results, which are considered non-GAAP financial measures, to give additional insight into our financial performance as a supplement to understand, manage, and evaluate our business results and make operating decisions. We also use the adjusted results when comparing to our historical operating results, which have consistently been presented on an adjusted basis.
Adjusted results should be considered in addition to the reported results prepared in accordance with U.S. generally accepted accounting principles, but should not be considered as a substitute. Reconciliations of reported results to adjusted results are included in the tables accompanying the press release. We believe certain items should be excluded from adjusted results when they are outside of our ongoing core operations, vary significantly from period to period, or affect the comparability of results with the Company’s competitors and our own prior periods.
The non-GAAP financial measures used in this press release are non-GAAP gross profit, operating income, pre-tax income, net income, tax rate and diluted earnings per share. These adjusted results exclude costs related to business integration, acquisition and restructuring related items, long-lived asset impairments, amortization of acquired intangible assets, non-cash interest expense charges as well as other special income and expense items. Management views these costs as not indicative of the profitability or cash flows of our ongoing or future operations and therefore considers the adjusted results as a supplement, and to be viewed in conjunction with, the reported GAAP results.
We use a measure of free cash flow to estimate the cash flow remaining after purchases of property, plant and equipment as required to maintain or expand our business. This measure provides us with supplemental information to assess our liquidity needs. We calculate free cash flow as net cash from operating activities less purchases of property, plant and equipment.
We also consider results on a constant currency basis. Our functional currency is the U.S. dollar and our subsidiaries’ functional currencies are the local currency of the respective countries in which they are headquartered. A significant portion of our revenues and expenses is denominated in euros and currencies other than the United States dollar. Management believes that analysis of constant currency period-over-period changes is useful because changes in exchange rates can affect the growth rate of net sales and expenses, potentially to a significant degree. Constant currency figures are calculated by translating the local currency actual results in the current period using the average exchange rates from the previous year’s respective period instead of the current period.
We use non-GAAP and constant currency financial measures internally in our planning, forecasting and reporting, as well as to measure and compensate our employees. We do not reconcile forward-looking non-GAAP financial measures to the corresponding GAAP measures due to the high variability and difficulty in making accurate forecasts and projections that are impacted by future decisions and actions. Accordingly, reconciliations of these forward-looking non-GAAP financial measures to the corresponding GAAP measures are not available without unreasonable effort. However, the actual amounts of these excluded items will have a significant impact on QIAGEN’s GAAP results.
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Table of Contents
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, thereunto duly authorized.
| QIAGEN N.V. | ||||||||
| By: | /s/ Roland Sackers | |||||||
| Roland Sackers | ||||||||
| Chief Financial Officer | ||||||||
Date: November 5, 2026
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Table of Contents
EXHIBIT INDEX
Exhibit No. | Exhibit | |||||||
99.1 | Press Release dated November 4, 2026 | |||||||
5
Exhibit 99.1
| Media Release |  | |||||||
QIAGEN reports full Q3 2026 results
•Q3 2026 results:
◦Net sales of $548 million rise 3% and also 3% at constant exchange rates (CER)
◦Adjusted operating income margin of 30.4% rises 0.8 percentage points
◦Diluted EPS of $0.51; adjusted diluted EPS of $0.65 ($0.65 CER)
◦Operating cash flow of $447 million for first nine months of 2026
•Due to the pending transaction with EQT Private Equity, QIAGEN has suspended its 2026 outlook and will not provide financial guidance while the transaction is pending
Venlo, the Netherlands, and Germantown, Maryland, November 4, 2026 - QIAGEN N.V. (NYSE: QGEN; Frankfurt Prime Standard: QIA) today announced full results for the third quarter of 2026, with net sales and adjusted diluted earnings per share (EPS) ahead of the outlook.
In line with preliminary results, Q3 2026 sales rose 3% to $548 million compared with Q3 2025, also increasing 3% at constant exchange rates (CER) and exceeding the outlook for about 1-2% CER growth. Consumables and related revenues rose 3% CER and were 91% of sales, while instrument sales rose 1% CER. Sales from the pillars rose 7% CER to $415 million, partly offset by a 7% CER decline in the rest of the portfolio.
Operating income increased to $132 million from $129 million in Q3 2025. Adjusted operating income, which excludes various charges and other items in both periods, rose 6% to $167 million over Q3 2025. The adjusted operating income margin was 30.4% of sales, an increase of 0.8 percentage points from 29.6% in Q3 2025, as sales growth, a growing contribution from higher-margin consumables and efficiency gains supported investments in Parse Biosciences after the late 2025 acquisition.
Diluted EPS was $0.51 in Q3 2026 compared with $0.60 in Q3 2025. Adjusted diluted EPS increased to $0.65 from $0.61, while results at CER of $0.65 were above the outlook for at least $0.62 CER.
| In $ millions (Except EPS and diluted shares) | Q3 | 9M | ||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | |||||||||||||||||||||||||||||||||
| Net sales | 548 | 533 | +3 | % | 1,575 | 1,550 | +2 | % | ||||||||||||||||||||||||||||||
| Net sales - CER | 549 | +3 | % | 1,557 | 0 | % | ||||||||||||||||||||||||||||||||
| Operating income | 132 | 129 | +3 | % | 349 | 366 | -5 | % | ||||||||||||||||||||||||||||||
| Net income | 106 | 130 | -19 | % | 277 | 317 | -13 | % | ||||||||||||||||||||||||||||||
| Diluted EPS | $0.51 | $0.60 | -15 | % | $1.33 | $1.45 | -8 | % | ||||||||||||||||||||||||||||||
| Diluted shares (in millions) | 208 | 218 | 208 | 219 | ||||||||||||||||||||||||||||||||||
| Adjusted operating income | 167 | 158 | +6 | % | 459 | 461 | -1 | % | ||||||||||||||||||||||||||||||
| Adjusted net income | 135 | 133 | +1 | % | 377 | 386 | -2 | % | ||||||||||||||||||||||||||||||
| Adjusted diluted EPS | $0.65 | $0.61 | +7 | % | $1.81 | $1.76 | +3 | % | ||||||||||||||||||||||||||||||
| Adjusted diluted EPS - CER | $0.65 | +7 | % | $1.80 | +2 | % | ||||||||||||||||||||||||||||||||
Please refer to the accompanying tables in this release for full income statement information and a reconciliation of reported to adjusted figures. Tables may have rounding differences. Percentage changes are compared to prior-year periods.
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Product group sales
Sample technologies: Sales rose 10% CER in Q3 2026 to $187 million supported by automated consumables kits and sales of single-cell kits and services from the acquired Parse Biosciences business. Excluding Parse, sales grew 3% CER. Automated consumables sales rose at a high single-digit CER rate and absorbed a modest decline in manual kits. Instrument sales grew about 10% CER, supported by demand for automated sample preparation systems. The September launch of QIAmini completed QIAGEN's 2026 rollout of three new sample preparation systems, alongside QIAsprint Connect and QIAsymphony Connect. Parse remains on track to exceed its 2026 sales target of approximately $40 million.
Diagnostic solutions: Sales rose 1% CER in Q3 2026 to $209 million as growth in the QIAstat-Dx syndromic testing system and Precision Medicine for companion diagnostics led the performance. Sales of QIAstat-Dx grew 11% CER, driven by gastrointestinal and meningitis / encephalitis panel sales, while respiratory panel sales rose at a single-digit CER rate. QuantiFERON sales were broadly unchanged at $136 million as continued softness in U.S. immigration testing was offset by demand in other latent tuberculosis (TB) testing groups.
PCR / Nucleic acid amplification: Sales declined 5% CER in Q3 2026 to $71 million. QIAcuity sales grew at a double-digit CER rate, led by strong demand for consumables and ongoing instrument placements. Sales of quantitative PCR consumables and instruments, as well as OEM products, were below year-ago levels.
Genomics / Next-generation sequencing (NGS): Sales rose 9% CER in Q3 2026 to $66 million. QIAGEN Digital Insights generated high single-digit CER growth and accounted for about 46% of sales in this product group, driven by strong double-digit growth in sales of clinical bioinformatics that more than offset a single-digit decline in discovery bioinformatics. Improving demand for universal NGS panels that work across third-party sequencing platforms also supported growth.
In $ millions | Q3 | 9M | ||||||||||||||||||||||||||||||||||||||||||||||||
2026 sales | 2025 sales | Change | CER change | 2026 sales | 2025 sales | Change | CER change | |||||||||||||||||||||||||||||||||||||||||||
| Sample technologies | 187 | 170 | +10 | % | +10 | % | 539 | 486 | +11 | % | +9 | % | ||||||||||||||||||||||||||||||||||||||
| Diagnostic solutions | 209 | 209 | 0 | % | +1 | % | 598 | 602 | -1 | % | -2 | % | ||||||||||||||||||||||||||||||||||||||
| Of which QuantiFERON | 136 | 136 | 0 | % | 0 | % | 380 | 381 | 0 | % | -1 | % | ||||||||||||||||||||||||||||||||||||||
| Of which QIAstat-Dx | 35 | 32 | +11 | % | +11 | % | 103 | 100 | +3 | % | +1 | % | ||||||||||||||||||||||||||||||||||||||
| Of which NeuMoDx | — | — | NM | NM | — | 9 | NM | NM | ||||||||||||||||||||||||||||||||||||||||||
| Of which Other | 38 | 41 | -6 | % | -6 | % | 115 | 112 | +3 | % | +2 | % | ||||||||||||||||||||||||||||||||||||||
| PCR/Nucleic acid amplification | 71 | 75 | -5 | % | -5 | % | 214 | 231 | -7 | % | -9 | % | ||||||||||||||||||||||||||||||||||||||
| Genomics/NGS | 66 | 61 | +8 | % | +9 | % | 183 | 173 | +6 | % | +5 | % | ||||||||||||||||||||||||||||||||||||||
| Other | 14 | 18 | -22 | % | -21 | % | 41 | 57 | -29 | % | -29 | % | ||||||||||||||||||||||||||||||||||||||
| Total net sales | 548 | 533 | +3 | % | +3 | % | 1,575 | 1,550 | +2 | % | 0 | % | ||||||||||||||||||||||||||||||||||||||
Tables may have rounding differences. Percentage changes are compared to prior-year periods.
Cash flow and balance sheet data
Net cash from operating activities was $447 million for the first nine months of 2026 compared with $466 million in the same period of 2025.
As of September 30, 2026, cash, cash equivalents and short-term investments were $0.8 billion compared with $1.1 billion at year-end 2025. Key cash flow items during the first nine months of 2026 included the $500 million synthetic share repurchase in January 2026 and dividend payment of about
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$72 million in July 2026 (40% increase per share from 2025). As a result, the leverage ratio (net debt to adjusted EBITDA) increased to 1.0x at the end of Q3 2026 from 0.7x at the end of 2025.
| In $ millions | Q3 | 9M | ||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Change | 2026 | 2025 | Change | |||||||||||||||||||||||||||||||||
| Net cash provided by operating activities | 146 | 165 | -12 | % | 447 | 466 | -4 | % | ||||||||||||||||||||||||||||||
| Purchases of property, plant and equipment | (39) | (46) | -16 | % | (128) | (130) | -1 | % | ||||||||||||||||||||||||||||||
| Free cash flow | 107 | 119 | -10 | % | 319 | 336 | -5 | % | ||||||||||||||||||||||||||||||
| Net cash (used in) provided by investing activities | (35) | (157) | NM | 106 | (79) | NM | ||||||||||||||||||||||||||||||||
| Net cash (used in) provided by financing activities | (74) | 614 | NM | (586) | 299 | NM | ||||||||||||||||||||||||||||||||
Tables may have rounding differences. Percentage changes are compared to prior-year periods.
Portfolio update
Among recent developments in QIAGEN's Sample to Insight portfolio:
◦AI-enabled instruments: QIAGEN joined Anthropic’s Model Hardware Standard (MHS) research preview, developing a working proof of concept on QIAsymphony Connect. The pilot explores how AI agents can help troubleshoot instrument issues faster and guide operators through recovery, with the potential to improve uptime and reduce risk to biological samples.
◦AI-powered insights: QIAGEN introduced IPA Investigator and the QIAGEN Discovery Platform, expanding its AI bioinformatics portfolio for research and drug discovery. These tools combine AI with curated biomedical knowledge to support biological analysis, target identification and biomarker discovery.
◦Laboratory automation: The launch of QIAmini completed the rollout of three new sample preparation systems in 2026. Designed for research laboratories processing up to eight samples per run, QIAmini reduced hands-on time by more than 80% in evaluated workflows. Together with QIAsprint Connect and QIAsymphony Connect, it expands automation across laboratories of different sizes and throughput requirements.
◦Rapid infectious disease testing: QIAGEN completed its U.S. QIAstat-Dx bloodstream infection portfolio with FDA clearances for two complementary panels. Together, the panels cover 33 pathogen targets and 28 antimicrobial resistance markers, and each provides results from positive blood cultures in about one hour to support treatment decisions.
◦Tuberculosis (TB) prevention: QIAGEN's Global TB Summit brought together over 4,000 participants online and in London to discuss prevention, screening and care. TB caused about 1.2 million deaths in 2024. QuantiFERON-TB Gold Plus is the leading blood-based test for latent TB infection, with more than 160 million QuantiFERON-TB tests sold since launch.
Proposed acquisition of QIAGEN by EQT Private Equity
As announced on October 21, 2026, QIAGEN N.V. and the EQT XI fund (EQT Private Equity) announced an agreement under which Crown NL Bidco B.V. will make an all-cash voluntary public takeover offer to acquire all outstanding QIAGEN shares at €46.50 per share. The QIAGEN Supervisory Board and Managing Board unanimously concluded that the transaction is in the best interest of QIAGEN and its business, taking into account the interests of QIAGEN's stakeholders, including shareholders. Closing of the Takeover Offer is currently expected in mid-2027. Additional
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information regarding the transaction is available at www.eqt-offer.com and in the Investor Relations section of QIAGEN's website at www.qiagen.com
Given the announced transaction, QIAGEN has suspended its 2026 outlook while the transaction is pending. QIAGEN will also not hold a conference call for its Q3 2026 results.
Use of adjusted results
QIAGEN reports adjusted results and constant exchange rate (CER) measures, along with other non-GAAP financial metrics, to show underlying business performance. These include adjusted gross profit and margin, adjusted EBITDA, adjusted operating income and expenses, adjusted operating income margin, adjusted pre-tax and net income, adjusted tax rate and adjusted diluted EPS, net leverage and free cash flow. Adjusted results are non-GAAP measures that exclude items outside of ongoing core operations or that vary significantly between periods. CER results apply prior-year exchange rates. Free cash flow is defined as operating cash flow less purchases of property, plant and equipment. QIAGEN also uses these measures for planning, forecasting and compensation. They complement, but do not replace, GAAP results, are reconciled in the accompanying tables and may not be comparable to other companies' measures.
About QIAGEN
QIAGEN N.V., a Netherlands-based holding company, is a global leader in Sample to Insight solutions that enable customers to extract and analyze molecular information from biological samples containing the building blocks of life. Our Sample technologies isolate and process DNA, RNA and proteins from blood, tissue and other materials. Assay technologies prepare these biomolecules for analysis, while bioinformatics support the interpretation of complex data to deliver actionable insights. Automation solutions integrate these steps into streamlined, cost-effective workflows. QIAGEN serves more than 500,000 customers worldwide in the Life Sciences (academia, pharmaceutical R&D and industrial applications such as forensics) and Molecular Diagnostics (clinical healthcare). As of September 30, 2026, QIAGEN employed about 5,400 people across more than 35 locations. For more information, visit www.qiagen.com.
Important Notice
Forward-looking Statements
Certain statements contained in this communication may be considered forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended (Securities Act), and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. These statements can be identified by the use of forward-looking terminology such as “believe”, “hope”, “plan”, “intend”, “seek”, “may”, “will”, “could”, “should”, “would”, “expect”, “anticipate”, “estimate”, “continue”, “target” or other similar words. To the extent that any of the statements contained herein relating to QIAGEN N.V.’s (QIAGEN) products, timing for launch and development, marketing and/or regulatory approvals, financial and operational outlook, growth and expansion, acquisitions, collaborations, markets, strategy or operating results, including without limitation its expected net sales, net sales of particular products, net sales in particular geographies, adjusted net sales, expansion of adjusted operating income margin, returns to shareholders, progressive dividend payments, product portfolio management, product launches (including anticipated launches of our sequencing solutions, testing platforms, panels and systems), leveraging AI technology, improvements in operating and financial leverage, currency movements against the U.S. dollar, plans for investment in our portfolio and share repurchase commitments, our expectations relating to our adjusted tax rate, debt maturity and repayment, our ability to grow adjusted earnings per share at a greater rate than sales, our ability to improve operating efficiencies and maintain disciplined capital allocation, are forward-looking, such statements are based on current expectations and assumptions that involve a number of uncertainties and risks. These include, but are not limited to, risks associated with our dependence on the development and success of new products; management of growth and expansion of operations (including the effects of currency fluctuations, tariffs, tax laws, regulatory processes and supply chain
4
dependencies); variability of operating results; integration of acquired businesses; changes in relationships with customers, suppliers and strategic partners; competition; rapid or unexpected changes in technologies; fluctuations in demand for QIAGEN’s products (including fluctuations due to general economic conditions, the level and timing of customers’ funding, budgets and other factors, including delays or limits in the amount of reimbursement approvals or public health funding); our ability to obtain and maintain product regulatory approvals; difficulties in successfully adapting QIAGEN’s products to integrated solutions and producing such products; the ability of QIAGEN to identify and develop new products and to differentiate and protect our products from competitors’ products; market acceptance of new products and the integration of acquired technologies and businesses; actions of governments, global or regional economic developments, including inflation and changing interest rates, weather or transportation delays, natural disasters, cyber security breaches, political or public health crises and the resulting impact on the demand for our products and other aspects of our business, or other force majeure events; litigation risk, including patent litigation and product liability; debt service obligations; volatility in the public trading price of our common shares; as well as the possibility that expected benefits related to recent or pending acquisitions may not materialize as expected; and the other factors discussed under the heading “Risk Factors” in QIAGEN’s most recent Annual Report on Form 20-F. For further information, please refer to QIAGEN’s filings with the U.S. Securities and Exchange Commission (the SEC).
The forward-looking statements in this communication also include statements relating to the tender offer. Additional important factors that could cause actual results to differ materially from those indicated by such forward-looking statements include risks and uncertainties relating to: the proposed transaction not being timely completed, if completed at all; uncertainties as to the number of QIAGEN ordinary shares that will be tendered in the tender offer; the possibility that competing offers will be made; the possibility that the conditions to the tender offer may not be satisfied or waived; the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement; the completion of the post-closing measures and implementation of the financing arrangements contemplated in connection with the tender offer; the receipt of, and any conditions associated with, any exemptive or other relief requested from the SEC in connection with the tender offer; regulatory approvals required for the transaction not being timely obtained, if obtained at all, or being obtained subject to conditions; prior to the completion of the transaction, QIAGEN’s business experiencing disruptions due to transaction-related uncertainty or other factors making it more difficult to maintain relationships with employees, customers, licensees, other business partners or governmental entities; difficulty retaining key employees; and the outcome of any legal proceedings related to the proposed transaction. The forward-looking statements contained in this communication speak only as of the date of this communication. Neither the Bidder, EQT Private Equity nor QIAGEN undertakes any obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by applicable law.
Additional Information and Where to Find it
The tender offer referenced herein has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any ordinary shares of QIAGEN or any other securities, nor is it a substitute for the tender offer materials that the Bidder will file with the SEC and publish in Germany. The terms and conditions of the tender offer will be published in, and the offer to purchase ordinary shares of QIAGEN will be made only pursuant to, the Offer Document and related offer materials prepared by the Bidder and as approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, “BaFin”). Once the necessary permission from BaFin has been obtained, the Offer Document and related offer materials will be published in Germany and also filed with the SEC in a tender offer statement on Schedule TO at the time the tender offer is commenced. QIAGEN intends to file a solicitation / recommendation statement on Schedule 14D-9 with the SEC with respect to the tender offer; in addition, QIAGEN will publish a document combining the recommendation statement pursuant to Section 27 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - "WpÜG") and the position statement pursuant to Section 18 and Annex G of the Dutch Decree on public offers (Besluit openbare biedingen Wft). The Offer Document for the
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tender offer (in German and in English) containing the detailed terms and conditions of, and other information relating to, the tender offer will, among other things, be published on the internet at www.eqt-offer.com.
Acceptance of the tender offer by shareholders that are resident outside Germany and outside of the United States may be subject to further legal requirements and/or restrictions. With respect to the acceptance of the tender offer outside Germany and outside of the United States, no responsibility is assumed for the compliance with such legal requirements applicable in the respective jurisdiction.
THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION / RECOMMENDATION STATEMENT ON SCHEDULE 14D-9, AS THEY MAY BE AMENDED FROM TIME TO TIME, AS WELL AS QIAGEN’S RECOMMENDATION STATEMENT PURSUANT TO SECTION 27 WPÜG AND POSITION STATEMENT PURSUANT TO SECTION 18 AND ANNEX G OF THE DUTCH DECREE ON PUBLIC OFFERS (Besluit openbare biedingen Wft) WILL CONTAIN IMPORTANT INFORMATION. INVESTORS AND SHAREHOLDERS OF QIAGEN ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY, AND NOT THIS DOCUMENT, WILL GOVERN THE TERMS AND CONDITIONS OF THE TENDER OFFER, AND BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT SUCH PERSONS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR ORDINARY SHARES.
The tender offer materials, including the offer to purchase and the related letter of transmittal and certain other tender offer documents, and the solicitation/recommendation statement on Schedule 14D-9 (when they become available) and other documents filed with the SEC by the Bidder or QIAGEN, may be obtained free of charge at the SEC’s website at www.sec.gov or at the Bidder’s website at www.eqt-offer.com. In addition, the Bidder’s tender offer statement and other documents it will file with the SEC will be available at www.eqt-offer.com. Furthermore, copies of the Offer Document will also be available free of charge by contacting the information agent to be identified in the Offer Document.
Governing Law
The tender offer will be made and implemented under the laws of the Federal Republic of Germany, in particular the WpÜG, certain applicable provisions of the laws of the Netherlands and certain applicable provisions of the securities laws of the United States of America. Any agreement that is entered into as a result of accepting the tender offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.
Acquisition of Shares Outside the Tender Offer
Each of EQT Private Equity and the Bidder reserves the right, within the limits of applicable law and subject to any exemptive relief from the SEC, to directly or indirectly acquire shares in QIAGEN outside of the tender offer, whether on or off the stock exchange. Any such purchases or arrangements will be made outside the United States and in compliance with applicable law and subject to any exemptive relief from the SEC. To the extent such acquisitions occur, information about them, including the number of, and the price for, the acquired shares in QIAGEN will be published without undue delay, if and to the extent required under the applicable statutory provisions.
Information in respect of EQT XI
Any information in respect of the EQT XI fund (EQT XI) contained herein does not constitute an offer to sell, nor a solicitation of an offer to buy, any security, and may not be used or relied upon in connection with any offer or solicitation of EQT XI. Any offer or solicitation in respect of EQT XI will be made only through a confidential private placement memorandum and related documents which will be furnished to qualified investors on a confidential basis in accordance with applicable laws and regulations. Any securities of EQT XI referred to herein have not been and will not be registered under
6
the Securities Act and may not be offered or sold without registration thereunder or pursuant to an available exemption therefrom. Any offering of securities of EQT XI to be made in the United States would have to be made by means of an offering document that would be obtainable from the issuer or its agents and would contain detailed information about the issuer of the securities and its management, as well as financial information. Any EQT XI securities may not be offered or sold in the United States absent registration or an exemption from registration.
QIAGEN contacts
Public Relations | Investor Relations | ||||||||||
e-mail: pr@QIAGEN.com | e-mail: ir@QIAGEN.com | ||||||||||
7
QIAGEN N.V.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
| (In thousands, except per share data) | Three months | Nine months | ||||||||||||||||||||||||
| ended September 30, | ended September 30, | |||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| Net sales | $547,869 | $532,583 | $1,575,229 | $1,549,579 | ||||||||||||||||||||||
| Cost of sales: | ||||||||||||||||||||||||||
| Cost of sales | 181,510 | 187,783 | 532,942 | 535,028 | ||||||||||||||||||||||
| Acquisition-related intangible amortization | 12,359 | 13,541 | 38,298 | 40,325 | ||||||||||||||||||||||
| Total cost of sales | 193,869 | 201,324 | 571,240 | 575,353 | ||||||||||||||||||||||
| Gross profit | 354,000 | 331,259 | 1,003,989 | 974,226 | ||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||
| Sales and marketing | 113,053 | 112,819 | 344,334 | 337,250 | ||||||||||||||||||||||
| Research and development | 53,945 | 48,748 | 152,635 | 140,281 | ||||||||||||||||||||||
| General and administrative | 33,074 | 30,287 | 90,949 | 92,543 | ||||||||||||||||||||||
| Acquisition-related intangible amortization | 2,285 | 2,112 | 6,952 | 5,722 | ||||||||||||||||||||||
| Restructuring, acquisition, integration and other, net | 19,166 | 8,130 | 59,816 | 32,018 | ||||||||||||||||||||||
| Total operating expenses | 221,523 | 202,096 | 654,686 | 607,814 | ||||||||||||||||||||||
| Income from operations | 132,477 | 129,163 | 349,303 | 366,412 | ||||||||||||||||||||||
| Other income (expense): | ||||||||||||||||||||||||||
| Interest income | 10,754 | 15,070 | 30,677 | 44,319 | ||||||||||||||||||||||
| Interest expense | (10,488) | (8,218) | (31,561) | (23,117) | ||||||||||||||||||||||
| Other (expense) income, net | (431) | (1,289) | 1,827 | (6,518) | ||||||||||||||||||||||
| Total other (expense) income, net | (165) | 5,563 | 943 | 14,684 | ||||||||||||||||||||||
| Income before income tax expense | 132,312 | 134,726 | 350,246 | 381,096 | ||||||||||||||||||||||
| Income tax expense | 26,653 | 4,683 | 73,143 | 64,045 | ||||||||||||||||||||||
| Net income | $105,659 | $130,043 | $277,103 | $317,051 | ||||||||||||||||||||||
Diluted earnings per common share | $0.51 | $0.60 | $1.33 | $1.45 | ||||||||||||||||||||||
Diluted earnings per common share (adjusted) | $0.65 | $0.61 | $1.81 | $1.76 | ||||||||||||||||||||||
| Diluted shares used in computing diluted earnings per common share | 208,057 | 218,453 | 208,275 | 218,942 | ||||||||||||||||||||||
8
QIAGEN N.V.
RECONCILIATION OF REPORTED TO ADJUSTED RESULTS
(In $ millions, except EPS data)
(unaudited)
Three months ended September 30, 2026 | Net Sales | Gross Profit | Operating Income | Pre-tax Income | Income Tax | Tax Rate | Net Income | Diluted EPS* | ||||||||||||||||||||||||||||||||||||||||||
| Reported results | 547.9 | 354.0 | 132.5 | 132.3 | (26.6) | 20 | % | 105.7 | $0.51 | |||||||||||||||||||||||||||||||||||||||||
| Adjustments: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Business integration, acquisition and restructuring related and other items (a) | — | 0.4 | 19.6 | 19.6 | (5.2) | 14.4 | 0.07 | |||||||||||||||||||||||||||||||||||||||||||
| Purchased intangibles amortization (b) | — | 12.4 | 14.7 | 14.7 | (3.6) | 11.1 | 0.05 | |||||||||||||||||||||||||||||||||||||||||||
| Non-cash other income, net | — | — | — | 0.3 | (0.1) | 0.2 | 0.00 | |||||||||||||||||||||||||||||||||||||||||||
| Certain income tax items (c) | — | — | — | — | 3.9 | 3.9 | 0.02 | |||||||||||||||||||||||||||||||||||||||||||
| Total adjustments | — | 12.8 | 34.2 | 34.6 | (5.1) | 29.6 | 0.14 | |||||||||||||||||||||||||||||||||||||||||||
| Adjusted results | 547.9 | 366.8 | 166.7 | 166.9 | (31.7) | 19 | % | 135.3 | $0.65 | |||||||||||||||||||||||||||||||||||||||||
*Using 208.1 M diluted shares | ||||||||||||||||||||||||||||||||||||||||||||||||||
Nine months ended September 30, 2026 | Net Sales | Gross Profit | Operating Income | Pre-tax Income | Income Tax | Tax Rate | Net Income | Diluted EPS* | ||||||||||||||||||||||||||||||||||||||||||
| Reported results | 1,575.2 | 1,004.0 | 349.3 | 350.2 | (73.1) | 21 | % | 277.1 | $1.33 | |||||||||||||||||||||||||||||||||||||||||
| Adjustments: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Business integration, acquisition and restructuring related and other items (a) | — | 4.1 | 63.9 | 63.9 | (17.8) | 46.1 | 0.22 | |||||||||||||||||||||||||||||||||||||||||||
| Purchased intangibles amortization (b) | — | 38.3 | 45.3 | 45.3 | (11.2) | 34.1 | 0.16 | |||||||||||||||||||||||||||||||||||||||||||
| Non-cash other income, net | — | — | — | 1.0 | (0.3) | 0.7 | 0.00 | |||||||||||||||||||||||||||||||||||||||||||
| Certain income tax items (c) | — | — | — | — | 19.0 | 19.0 | 0.09 | |||||||||||||||||||||||||||||||||||||||||||
| Total adjustments | — | 42.4 | 109.2 | 110.3 | (10.3) | 100.0 | 0.48 | |||||||||||||||||||||||||||||||||||||||||||
| Adjusted results | 1,575.2 | 1,046.4 | 458.5 | 460.5 | (83.4) | 18 | % | 377.1 | $1.81 | |||||||||||||||||||||||||||||||||||||||||
*Using 208.3 M diluted shares | ||||||||||||||||||||||||||||||||||||||||||||||||||
(a) Includes costs incurred in connection with streamlining operations and improving overall efficiency as well as costs related to various contemplated and completed acquisition projects including subsequent integration activities at GNX Data Systems, Ltd. (Genoox) and Parse Biosciences (Parse).
(b) Adjustment includes the amortization of Genoox and Parse intangible assets acquired in Q2 2025 and Q4 2025, respectively.
(c) These items represent updates in QIAGEN's assessment of ongoing examinations or other tax items that are not indicative of the Company's normal future income tax expense.
Tables may contain rounding differences.
9
QIAGEN N.V.
CONDENSED CONSOLIDATED BALANCE SHEETS
| (In thousands, except par value) | September 30, 2026 | December 31, 2025 | ||||||||||||
| Assets | (unaudited) | |||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $805,132 | $839,005 | ||||||||||||
| Short-term investments | 25,000 | 259,913 | ||||||||||||
| Accounts receivable, net | 390,108 | 402,608 | ||||||||||||
| Inventories, net | 319,976 | 301,888 | ||||||||||||
| Prepaid expenses and other current assets | 181,639 | 191,659 | ||||||||||||
| Total current assets | 1,721,855 | 1,995,073 | ||||||||||||
| Long-term assets: | ||||||||||||||
| Property, plant and equipment, net | 933,706 | 923,948 | ||||||||||||
| Goodwill | 2,674,346 | 2,700,658 | ||||||||||||
| Intangible assets, net | 334,735 | 386,431 | ||||||||||||
| Other long-term assets | 277,828 | 275,122 | ||||||||||||
| Total long-term assets | 4,220,615 | 4,286,159 | ||||||||||||
| Total assets | $5,942,470 | $6,281,232 | ||||||||||||
Liabilities and equity | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Current portion of long-term debt | $146,347 | $— | ||||||||||||
| Accrued and other current liabilities | 398,932 | 439,481 | ||||||||||||
| Accounts payable | 109,267 | 72,656 | ||||||||||||
| Total current liabilities | 654,546 | 512,137 | ||||||||||||
| Long-term liabilities: | ||||||||||||||
| Long-term debt, net of current portion | 1,496,508 | 1,654,428 | ||||||||||||
| Other long-term liabilities | 316,454 | 336,513 | ||||||||||||
| Total long-term liabilities | 1,812,962 | 1,990,941 | ||||||||||||
| Equity: | ||||||||||||||
Common shares, 0.01 EUR par value, authorized—410,000 shares, issued—206,801 and 217,685 shares, respectively | 2,404 | 2,529 | ||||||||||||
| Additional paid-in capital | 966,255 | 1,436,360 | ||||||||||||
| Retained earnings | 2,920,455 | 2,748,390 | ||||||||||||
| Accumulated other comprehensive loss | (401,031) | (377,309) | ||||||||||||
Less treasury stock, at cost — 304 and 764 shares, respectively | (13,121) | (31,816) | ||||||||||||
| Total equity | 3,474,962 | 3,778,154 | ||||||||||||
| Total liabilities and equity | $5,942,470 | $6,281,232 | ||||||||||||
10
QIAGEN N.V.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
| (In thousands) | Nine Months Ended September 30, | |||||||||||||
| 2026 | 2025 | |||||||||||||
| Cash flows from operating activities: | ||||||||||||||
| Net income | $277,103 | $317,051 | ||||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities, net of effects of businesses acquired: | ||||||||||||||
| Depreciation and amortization | 154,850 | 144,352 | ||||||||||||
| Non-cash impairments | 15,218 | 2,537 | ||||||||||||
| Amortization of debt discount and issuance costs | 1,752 | 2,354 | ||||||||||||
| Share-based compensation expense | 26,634 | 33,805 | ||||||||||||
| Deferred tax benefit | (7,667) | (303) | ||||||||||||
| Loss on marketable securities | — | 968 | ||||||||||||
| Other items, net including fair value changes in derivatives | 6,326 | 10,586 | ||||||||||||
| Change in operating assets, net | (50,125) | (14,410) | ||||||||||||
| Change in operating liabilities, net | 22,853 | (30,746) | ||||||||||||
| Net cash provided by operating activities | 446,944 | 466,194 | ||||||||||||
| Cash flows from investing activities: | ||||||||||||||
| Purchases of property, plant and equipment | (128,395) | (130,137) | ||||||||||||
| Purchases of intangible assets | (3,487) | (5,410) | ||||||||||||
| Purchases of short-term investments | (50,000) | (369,014) | ||||||||||||
| Proceeds from redemptions of short-term investments | 284,294 | 522,057 | ||||||||||||
| Cash paid for acquisitions, net of cash acquired | (1,864) | (66,595) | ||||||||||||
| Cash received (paid) for collateral asset | 7,620 | (28,037) | ||||||||||||
| Purchases of investments | (1,675) | (1,677) | ||||||||||||
| Net cash provided by (used in) investing activities | 106,493 | (78,813) | ||||||||||||
| Cash flows from financing activities: | ||||||||||||||
| Proceeds from long-term debt, net of issuance costs | — | 744,628 | ||||||||||||
| Repayment of long-term debt | — | (60,167) | ||||||||||||
| Capital repayment | (496,749) | (280,086) | ||||||||||||
| Cash dividend payment | (72,309) | (54,244) | ||||||||||||
| Tax withholding related to vesting of stock awards | (14,034) | (24,523) | ||||||||||||
| Cash paid for collateral liability | (494) | (16,790) | ||||||||||||
| Cash paid for contingent consideration | (2,000) | (9,219) | ||||||||||||
| Other financing activities | (891) | (228) | ||||||||||||
| Net cash (used in) provided by financing activities | (586,477) | 299,371 | ||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | (833) | 5,287 | ||||||||||||
| Net (decrease) increase in cash and cash equivalents | (33,873) | 692,039 | ||||||||||||
| Cash and cash equivalents, beginning of period | 839,005 | 663,555 | ||||||||||||
| Cash and cash equivalents, end of period | $805,132 | $1,355,594 | ||||||||||||
Reconciliation of free cash flow:(1) | ||||||||||||||
| Net cash provided by operating activities | $446,944 | $466,194 | ||||||||||||
| Purchases of property, plant and equipment | (128,395) | (130,137) | ||||||||||||
| Free cash flow | $318,549 | $336,057 | ||||||||||||
(1) Free cash flow is a non-GAAP financial measure and is calculated from net cash provided by operating activities reduced by purchases of property, plant and equipment.
11