Repligen Corporation's SEC filings document financial reporting, governance and public-company capital structure for a Nasdaq-listed life sciences company in bioprocessing technology. Recent Form 8-K reports attach earnings releases for quarterly and annual results, financial guidance and non-GAAP measures such as organic revenue, adjusted operating income, adjusted EPS and adjusted EBITDA.
The filing record also includes definitive proxy materials covering board matters, executive compensation and equity awards, along with Form 8-K disclosures on officer appointments, principal accounting officer responsibilities, financial reporting oversight and Sarbanes-Oxley-related infrastructure. Securities registration disclosures identify RGEN common stock, par value $0.01 per share, on the Nasdaq Global Select Market.
REPLIGEN CORP (RGEN) reported insider equity activity by Chief Accounting Officer Violetta Hughes. On March 5, 2026, she received a grant of 2,466 restricted stock units, each representing a contingent right to one share of common stock that vests in equal annual installments over four years. On September 1, 2026, 277 shares of common stock were withheld by Repligen to satisfy tax withholding obligations arising from the release of restricted stock units, at a reference value of $170.02 per share.
Repligen Corporation (RGEN) has filed a Form S-4 to register shares of its common stock to be issued as part of the acquisition of BioLife Solutions, Inc. through a two-step merger. BioLife will first merge into a Repligen subsidiary and ultimately become a wholly owned Repligen subsidiary.
For each BioLife share (with specified exceptions), holders will receive $11.25 in cash plus 0.1442 shares of Repligen common stock, with cash paid instead of fractional Repligen shares. The stock portion is based on a fixed exchange ratio, so its value will vary with RGEN’s market price.
The BioLife board (with one director recused) unanimously recommends that BioLife stockholders vote for the merger and related proposals at a special virtual meeting. The deal requires approval by a majority of outstanding BioLife shares, expiration of HSR and other antitrust or foreign investment reviews, Nasdaq listing of the new Repligen shares, and other closing conditions. BioLife stockholders have appraisal rights under Delaware law. Centerview Partners delivered a fairness opinion on the consideration and is to receive about $25 million in fees, largely contingent on closing. If certain competing-transaction or recommendation-change events occur, BioLife may owe Repligen a $59 million termination fee.
REPLIGEN CORP (RGEN) reported Form 4 activity by Chief Executive Officer Olivier Loeillot involving an option exercise and share sale. On August 20, 2026, he exercised a stock option to acquire 5,426 shares of common stock at an exercise price of $141.79 per share, and on the same date sold 5,426 shares of common stock at $180.00 per share. The option exercise reduced the reported option position by 5,426 shares, leaving 10,852 stock options outstanding after the transaction at the same exercise price and with an expiration date of September 3, 2034. The filing states that these sales were effected pursuant to a Rule 10b5-1 trading plan adopted on August 19, 2025, and that an additional 5,426 shares will vest on each of September 3, 2026 and September 3, 2027.
Repligen Corp (RGEN) received a Rule 144 notice that Olivier Loeillot intends to sell up to 5,426 shares of Repligen common stock through Fidelity Brokerage Services LLC. The shares are to be sold on or after 08/20/2026 on NASDAQ in connection with a stock option exercise.
T. Rowe Price Associates, Inc. filed an amended ownership report for Repligen Corp. (common stock), stating beneficial ownership of 1,751,887 shares of common stock, representing 3.1% of the class as of 06/30/2026. The firm reports sole voting power over 1,744,549 shares and sole dispositive power over 1,751,887 shares, with no shared voting or dispositive power. The filer notes that this reflects ownership of 5 percent or less of the class and expressly denies that the filing should be construed as an admission of beneficial ownership beyond what is required to be reported.
Vanguard Capital Management reports beneficial ownership of 2,825,579 shares of Repligen Corp common stock, representing 5% of the class. Vanguard has sole voting power over 414,408 shares and sole dispositive power over all 2,825,579 shares, with no shared voting or dispositive power.
The filing explains that these securities are held across Vanguard Capital Management LLC and several affiliated entities and business divisions, including various Vanguard funds and managed accounts. Vanguard and its registered investment companies and other accounts have the right to receive dividends and sale proceeds, but no other single person has an interest in more than 5% of the securities reported.
Repligen Corporation reported Q2 2026 revenue of $204.1 million, up 11.9% from Q2 2025, and first-half revenue of $398.4 million, up 13.3%. Product growth was broad-based across filtration, chromatography, process analytics and proteins. Gross margin improved to 53.9% from 51.0%, driven by favorable product mix and better leverage on indirect labor and overhead.
Net income fell to $5.0 million in Q2 and $13.3 million year-to-date, reflecting a higher effective tax rate and a $13.7 million loss on the sale of Polymem S.A.S. Repligen ended June with $606.8 million in cash and equivalents plus $203.7 million in U.S. Treasury bills and generated $61.1 million of operating cash flow in the first half. The company is restructuring its manufacturing footprint, incurring $4.2 million of charges year-to-date and targeting completion by 2027. Subsequent to quarter-end, it agreed to acquire BioLife Solutions for approximately $1.5 billion, with BioLife stockholders to receive $11.25 in cash plus 0.1442 Repligen shares per BioLife share, subject to customary approvals and a planned closing in the fourth quarter of 2026.
Repligen Corporation reported strong Q2 2026 results and raised its full-year 2026 outlook while signing a definitive agreement to acquire BioLife Solutions. Q2 revenue was $204 million, up 12% as reported and 13% organic versus $182 million a year ago. GAAP income from operations was $14 million, roughly flat year-over-year, and GAAP diluted EPS was $0.09 compared with $0.26. On a non-GAAP basis, adjusted income from operations rose to $34 million from $22 million and adjusted diluted EPS increased to $0.54 from $0.37.
GAAP gross margin was 53.9% versus 51.0%, while adjusted operating margin improved to 16.7% from 12.0%, and adjusted EBITDA margin reached 21.4%. Cash, cash equivalents and marketable securities totaled $810 million at June 30, 2026. For full-year 2026, the company now guides total reported revenue to $813M–$835M (10%–13% growth; 10.5%–13.5% organic) and diluted adjusted EPS to $2.03–$2.09, with adjusted operating margin of 15.7%–16.0% and adjusted EBITDA margin of 20.6%–21.0%. Management describes the BioLife Solutions acquisition as accretive to revenue growth, margin and adjusted EPS.
Repligen Corporation agreed to acquire BioLife Solutions in a cash-and-stock transaction. Each share of BioLife common stock will be converted into the right to receive $11.25 in cash plus 0.1442 shares of Repligen common stock, subject to an adjustment cap so that total Repligen shares issued do not exceed 19.9% of Repligen’s pre-merger shares outstanding under Nasdaq rules. The deal is structured as a two-step merger, after which BioLife will become a wholly owned subsidiary of Repligen. Closing is targeted for the fourth quarter of 2026, contingent on BioLife stockholder approval, antitrust and other regulatory clearances, SEC effectiveness of a Form S-4 registration statement, Nasdaq listing of the new Repligen shares, and absence of a material adverse effect on either company. Under specified circumstances, including acceptance of a superior proposal, BioLife may owe Repligen a $59 million termination fee. The parties intend the combined mergers to qualify as a tax-free reorganization for U.S. federal income tax purposes. Repligen also furnished a press release with preliminary second-quarter 2026 results and joint communications about the transaction.
Repligen Corporation agreed to acquire BioLife Solutions in a cash-and-stock transaction valuing BioLife at $31.00 per share, or approximately $1.5 billion of enterprise value. Each BioLife share will be converted into $11.25 in cash plus 0.1442 shares of Repligen, with no fractional Repligen shares issued.
The deal, unanimously approved by both boards and expected to close in the fourth quarter of 2026, will be executed via two merger subsidiaries, making BioLife a wholly owned Repligen unit. Closing is subject to BioLife stockholder approval, antitrust clearances including the HSR Act, SEC effectiveness of a Form S-4, Nasdaq listing of new Repligen shares, and customary accuracy of representations and absence of material adverse effects. Under specified circumstances BioLife may owe Repligen a $59 million termination fee, and the merger agreement includes a no-shop with superior-proposal and fiduciary-out exceptions.
Repligen highlights the transaction as expanding its cell therapy tools portfolio and recurring consumables revenue and projects at least $20 million of year-one cost synergies, rising to $30 million in year two, with accretion of at least $0.05 to adjusted EPS in year one and $0.25 in year two. Separately, Repligen reports preliminary second-quarter 2026 revenue growth of 12% reported and 13% organic, while BioLife preliminarily reports $28.5 million in Q2 revenue, up 21% from $23.4 million.