Bio-Techne (NASDAQ: TECH) lifts FY2026 profits and agrees $73-per-share Merck buyout

Rhea-AI Filing Summary

Bio-Techne Corporation reported fourth-quarter fiscal 2026 net sales of $321.2 million, up 1% year over year, with organic revenue up 3%. GAAP diluted EPS improved to $0.35 from a loss of $(0.11), while adjusted EPS was $0.52 versus $0.53. GAAP operating income was $74.3 million compared with a prior-year loss, and GAAP operating margin rose to 23.1%, helped by the absence of last year’s impairment. Adjusted operating income increased to $103.4 million and adjusted operating margin to 32.2%.

For full-year fiscal 2026, net sales were flat at $1.22 billion. GAAP diluted EPS increased to $1.16 from $0.46, and adjusted EPS edged up to $1.93 from $1.92. Full-year GAAP operating income rose to $251.9 million with a 20.7% operating margin, while adjusted operating income reached $386.1 million. The Protein Sciences segment grew revenue 1% to $874.6 million with a 41.1% operating margin; Diagnostics and Spatial Biology revenue declined 3% to $336.4 million, but its operating margin improved to 11.2%.

The company highlighted a previously announced agreement to be acquired by Merck KGaA, Darmstadt, Germany for $73 per share in cash, implying enterprise value of about $11.3 billion. Bio-Techne also declared a quarterly cash dividend of $0.08 per share, payable September 4, 2026, to shareholders of record on August 24, 2026.

Positive

• GAAP profitability and margin expansion: Full-year GAAP operating income rose to $251.9 million from $102.3 million, with GAAP operating margin improving to 20.7% from 8.4%, and GAAP EPS increasing to $1.16 from $0.46.
• Stable adjusted performance: Adjusted EBITDA grew to $432.0 million from $429.6 million and adjusted operating income to $386.1 million, with adjusted operating margin improving to 31.9% from 31.6%.
• Segment margin improvement in Diagnostics and Spatial Biology: Segment operating margin increased to 11.2% in fiscal 2026 from 6.2%, supported by the Exosome Diagnostics divestiture and profitability initiatives.
• All-cash acquisition agreement: The company entered into an agreement to be acquired by Merck KGaA, Darmstadt, Germany for $73 per share in cash, representing enterprise value of approximately $11.3 billion.
• Stronger balance sheet and cash generation: Cash and equivalents increased to $264.7 million from $162.2 million, long-term debt declined to $200 million from $346 million, and operating cash flow reached $292.1 million.

Negative

• None.

Filing Explained

The filing’s June 30, 2026 year-end balance sheet reports $264,712 thousand of cash and equivalents against $200,000 thousand of long-term debt, compared with $162,186 thousand and $346,000 thousand, respectively, a year earlier.

8-K Event Classification

3 items: 2.02, 8.01, 9.01

3 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Q4 2026 Net Sales: $321.2 million FY2026 Net Sales: $1,215.0 million Q4 2026 GAAP EPS: $0.35 +5 more

8 metrics

Q4 2026 Net Sales $321.2 million Fourth quarter fiscal 2026 consolidated net sales

FY2026 Net Sales $1,215.0 million Full-year fiscal 2026 consolidated net sales

Q4 2026 GAAP EPS $0.35 Fourth quarter fiscal 2026 GAAP diluted EPS versus $(0.11) prior year

FY2026 GAAP EPS $1.16 Full-year fiscal 2026 GAAP diluted EPS versus $0.46 in fiscal 2025

FY2026 Adjusted EBITDA $431.975 million Adjusted EBITDA for fiscal 2026 compared with $429.635 million in 2025

Merck Cash Offer Price $73 per share Agreed acquisition price per Bio-Techne share by Merck KGaA, Darmstadt, Germany

Enterprise Value of Merck Deal $11.3 billion Approximate total enterprise value of the pending acquisition

Quarterly Dividend $0.08 per share Dividend for quarter ended June 30, 2026, payable September 4, 2026

Key Terms

organic revenue, adjusted EBITDA, business held-for-sale, restructuring and restructuring-related costs, +1 more

5 terms

organic revenue financial

"Fourth quarter organic revenue increased by 3% (1% reported) to $321.2 million."

Organic revenue is the sales a company generates from its regular business activities after stripping out extra effects like revenue added or lost from buying or selling other businesses and from currency swings. Think of it as measuring how much a store’s own customers increased spending, not growth from opening new stores or temporary price moves; investors use it to judge the true strength and sustainability of a company’s core demand.

adjusted EBITDA financial

"RECONCILIATION OF GAAP NET INCOME TO ADJUSTED EBITDA (In thousands)"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

business held-for-sale financial

"a business within the Protein Sciences segment met the criteria as held-for-sale"

restructuring and restructuring-related costs financial

"Costs related to restructuring and restructuring-related activities, including reducing overhead"

non-GAAP adjusted tax rate financial

"The Company independently calculates a non-GAAP adjusted tax rate to be applied"

A non‑GAAP adjusted tax rate is the percentage of profit a company says it would owe in taxes after removing one‑time items and accounting adjustments that management excludes from its headline earnings. Investors use it to see a cleaner view of the recurring tax burden that underpins adjusted earnings, so comparisons and valuation feel less distorted—like looking at a car’s regular fuel use after excluding one‑off long trips or repairs.

Earnings Snapshot

Q4 2026 Net Sales: $321.2 million

Quarter and year ended June 30, 2026

Q4 2026 Net Sales $321.2 million Increased 1% year over year; organic revenue up 3%.

FY2026 Net Sales $1.22 billion Remained flat compared with the prior fiscal year.

Q4 2026 GAAP EPS $0.35 Improved from $(0.11) in the same quarter last year.

FY2026 GAAP EPS $1.16 Increased from $0.46 in fiscal 2025.

FY2026 Adjusted EPS $1.93 Slightly higher than $1.92 in the prior fiscal year.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/12/2026 - 06:31 AM Accepted by SEC EDGAR 08/12/2026 - 06:30 AM Learn about SEC filing dates

FAQ

How did Bio-Techne (TECH) perform in Q4 fiscal 2026?

Bio-Techne reported Q4 FY2026 net sales of $321.2 million, up 1% year over year, with 3% organic revenue growth. GAAP diluted EPS was $0.35 versus a loss of $(0.11) a year ago, while adjusted EPS was $0.52 versus $0.53.

What were Bio-Techne’s (TECH) full-year fiscal 2026 results?

For fiscal 2026, Bio-Techne generated $1.22 billion in net sales, essentially flat year over year. GAAP diluted EPS increased to $1.16 from $0.46, and adjusted EPS was $1.93 compared with $1.92 in fiscal 2025.

What acquisition agreement involving Bio-Techne (TECH) was highlighted?

Bio-Techne reiterated it entered an agreement to be acquired by Merck KGaA, Darmstadt, Germany for $73 per share in cash, representing an enterprise value of about $11.3 billion. The company stated it is progressing toward completing this transaction.

What dividend did Bio-Techne (TECH) declare for the June 30, 2026 quarter?

The Board decided to pay a quarterly cash dividend of $0.08 per share for the quarter ended June 30, 2026. It will be payable on September 4, 2026, to shareholders of record as of August 24, 2026.

How did Bio-Techne’s (TECH) business segments perform in fiscal 2026?

In fiscal 2026, Protein Sciences revenue was $874.6 million, up 1%, with a 41.1% operating margin. Diagnostics and Spatial Biology revenue was $336.4 million, down 3%, but its operating margin improved to 11.2% from 6.2%.

What were Bio-Techne’s (TECH) key cash flow and balance sheet metrics for 2026?

Bio-Techne generated $292.1 million in operating cash flow in fiscal 2026. Cash and equivalents rose to $264.7 million, while long-term debt decreased to $200 million, and stockholders’ equity stood at $2.11 billion at June 30, 2026.

Did Bio-Techne (TECH) change its investor communications due to the Merck deal?

Yes. Bio-Techne stated that, in light of the announced transaction with Merck KGaA, Darmstadt, Germany, it is no longer holding investor conference calls for quarterly results, though it continues to issue earnings press releases.

0000842023false00008420232026-08-122026-08-12

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

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

​

Date of Report (Date of earliest event reported): August 12, 2026

BIO-TECHNE CORPORATION

(Exact Name of Registrant as Specified in its Charter)

​

Minnesota	0-17272	41-1427402
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

​

​

 55413

​

614 McKinley Place NE

Minneapolis, Minnesota 55413

(Address of Principal Executive Offices) (Zip Code)

(612) 379-8854

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

​

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

​

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	TECH	NASDAQ

​

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))

​

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

​

☐ Emerging growth company

​

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

​

​

​

Item 2.02 Results of Operations and Financial Condition

​

A copy of the press release issued by Bio-Techne Corporation on August 12, 2026, describing the results of operations for the quarter and year ended June 30, 2026, and its financial condition as of June 30, 2026 is attached hereto as Exhibit 99.1.

​

The information in this Form 8-K and the Exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

​

​

Item 8.01 Other Events

​

A copy of the press release issued by Bio-Techne Corporation on August 12, 2026 announcing a cash dividend is attached hereto as Exhibit 99.2.

​

Item 9.01 Financial Statements and Exhibits

​

(d) Exhibits
99.1	Press Release, dated August 12, 2026, announcing results of operations
99.2	Press Release, dated August 12, 2026, announcing cash dividend
​	​
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
​	​

​

​

​

SIGNATURE

​

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-TECHNE CORPORATION
​	​
Date: August 12, 2026	By:	/s/ Shane V. Bohnen
​	Shane V. Bohnen
​	Senior Vice President, General Counsel and Secretary

​

​

​

​

​

Exhibit 99.1

​

Bio-Techne Releases Fourth Quarter Fiscal 2026 Results

​

Minneapolis/August 12, 2026/ Bio-Techne Corporation (NASDAQ: TECH) today reported its financial results for the fourth quarter ending June 30, 2026.

​

Fourth Quarter FY2026 Highlights

​

●Fourth quarter organic revenue increased by 3% (1% reported) to $321.2 million. Full year organic and reported revenue remained flat at $1.2 billion.

​

●GAAP EPS increased to $0.35 from $(0.11) one year ago. Delivered adjusted EPS was $0.52, down from $0.53 one year ago. Full year GAAP EPS increased to $1.16 versus $0.46 one year ago. Full year adjusted EPS was $1.93, up from $1.92 one year ago.

​

●As previously announced on June 25, 2026, Bio-Techne entered into an agreement to be acquired by Merck KGaA, Darmstadt, Germany for $73 per share in cash, representing a total enterprise value of approximately $11.3 billion.

​

“Bio-Techne ended fiscal 2026 with improved performance and solid execution across the business, reflecting the value our differentiated solutions bring across biopharma, research and diagnostic workflows,” said Kim Kelderman, President and Chief Executive Officer of Bio-Techne. “We continue to make progress toward completing Bio-Techne’s acquisition by Merck KGaA, Darmstadt, Germany, and look forward to the opportunities this transaction is expected to create for our customers and employees.”

​

Conference Call

​

In light of the announced transaction with Merck KGaA, Darmstadt, Germany, Bio-Techne is no longer holding investor conference calls for quarterly results.

​

Fourth Quarter Fiscal 2026

​

Revenue

​

Net sales for the fourth quarter increased 1% to $321.2 million. Organic growth increased 3% compared to the prior year. Non-recurring prior year revenue from a business held-for-sale had an unfavorable impact of 2% and foreign currency exchange did not have a material impact.

​

GAAP Earnings Results

​

GAAP EPS was $0.35 per diluted share versus $(0.11) in the same quarter last year. GAAP operating income for the fourth quarter of fiscal 2026 was $74.3 million compared to an operating loss of $23.9 million in the fourth quarter of fiscal 2025. GAAP operating margin was 23.1% compared to (7.5)% in the fourth quarter of fiscal 2025. Current quarter GAAP operating margin was favorably impacted by a non-recurring impairment charge in the prior year.

​

Non-GAAP Earnings Results

​

Adjusted EPS decreased to $0.52 per diluted share compared to $0.53 in the same quarter last year. Adjusted operating income increased to $103.4 million in the fourth quarter of fiscal 2026 compared to $101.3 million in the fourth quarter of fiscal 2025. Adjusted operating margin was 32.2% for the fourth quarter of fiscal 2026 compared to 32.0% in the fourth quarter of fiscal 2025. Adjusted operating margin was favorably impacted by profitability initiatives and the Exosome Diagnostics divestiture, partially offset by unfavorable product mix.

​

Full Year Fiscal 2026

​

Revenue

​

Net sales for the full year fiscal 2026 remained flat from the prior year at $1.2 billion. Organic revenue remained flat from the prior year. Foreign currency exchange had a favorable impact of 2% and a business held-for-sale had an unfavorable impact of 2%.

​

GAAP Earnings Results

​

GAAP EPS was $1.16 per diluted share, compared to $0.46 last fiscal year. GAAP operating income for full year fiscal 2026 increased 146% to $251.9 million, compared to $102.3 million in the full year fiscal 2025. GAAP operating margin was 20.7% compared to 8.4% in the full year fiscal 2025. GAAP operating margin was favorably impacted by a non-recurring impairment charge in the prior year, a non-recurring arbitration award in the prior year, and a recovery of assets held-for-sale.

​

Non-GAAP Earnings Results

​

Adjusted EPS increased to $1.93 per diluted share, compared to $1.92 last fiscal year. Adjusted operating income for fiscal 2026 increased 1% to $386.1 million, compared to $383.6 million for fiscal 2025. Adjusted operating margin was favorably impacted by profitability initiatives and the Exosome Diagnostics divestiture.

​

Segment Results

​

Management uses adjusted operating results to monitor and evaluate performance of the Company’s business segments, as highlighted below.

​

Protein Sciences Segment

​

The Company’s Protein Sciences segment is one of the world’s leading suppliers of specialized proteins such as cytokines and growth factors, immunoassays, antibodies and reagents, to the biopharma and academic research communities. Additionally, the segment provides an array of platforms essential in various areas of protein analysis. The Protein Sciences segment’s fourth quarter fiscal 2026 net sales were $231.2 million, an increase of 2% from $226.5 million in the fourth quarter of fiscal 2025. As of December 31, 2023, a business within the Protein Sciences segment met the criteria as held-for-sale; this held-for-sale business has been excluded from the segment’s operating results for both periods presented. Organic revenue increased 1% for the fourth quarter of fiscal 2026, with foreign currency exchange having a favorable impact of 1%. The Protein Sciences segment’s operating margin decreased to 42.0% in the fourth quarter of fiscal 2026 compared to 43.6% in the fourth quarter of fiscal 2025. The segment’s operating margin decreased primarily due to unfavorable volume and product mix.

​

Protein Sciences segment’s full year fiscal 2026 net sales were $874.6 million, an increase of 1% from $870.2 million for full year fiscal 2025. Organic revenue for the segment decreased 1% for the fiscal year, with foreign currency exchange having a favorable impact of

2%. Protein Sciences segment’s operating margin was 41.1% in fiscal 2026 compared to 42.6% in fiscal 2025. The segment’s operating margin was impacted by unfavorable volume and product mix.

​

Diagnostics and Spatial Biology Segment

​

The Company’s Diagnostics and Spatial Biology segment develops and provides spatial biology products, carrier screening and oncology kits. The Diagnostics and Spatial Biology segment also provides blood chemistry and blood gas quality controls, hematology instrument controls, immunoassays and other bulk and custom reagents for the in vitro diagnostic market. The Diagnostics and Spatial Biology segment’s fourth quarter fiscal 2026 net sales remained flat at $90.1 million, as compared to $89.7 million in the fourth quarter of fiscal 2025. As of June 30, 2025, a business within the Diagnostics and Spatial Biology segment met the criteria as held-for-sale; this held-for-sale business has been excluded from the segment’s fiscal 2026 operating results. Organic revenue increased 8% for the fourth quarter of fiscal 2026, with foreign exchange not having a material impact. The held-for-sale business had an unfavorable impact of 8%. The Diagnostics and Spatial Biology segment’s operating margin increased to 11.2% in the fourth quarter of fiscal 2026 compared to 6.0% in the fourth quarter of fiscal 2025. The segment’s operating margin was favorably impacted by the Exosome Diagnostics divestiture, favorable volume growth, and ongoing profitability initiatives.

​

The Diagnostics and Spatial Biology segment’s full year fiscal 2026 net sales were $336.4 million, a decrease of 3% from $346.3 million for the full year fiscal 2025. Organic growth for the segment was 4%, with foreign currency exchange having a favorable impact of 1%. A business held-for-sale had an unfavorable impact of 8%. The Diagnostics and Spatial Biology segment’s operating margin was 11.2% in fiscal 2026 compared to 6.2% in fiscal 2025. The segment’s operating margin was impacted by the divestiture of Exosome Diagnostics, favorable volume growth, and ongoing profitability initiatives.

​

​

About Bio-Techne

​

Bio-Techne Corporation (NASDAQ: TECH) is a global life sciences company headquartered in Minnesota, celebrating 50 years of empowering scientific and diagnostic communities to reach better answers. The company provides high-quality reagents, analytical instruments, and precision diagnostics.  Its portfolio is organized into three customer-focused brands: R&D Systems™, Bio-Techne Spatial™, and Bio-Techne Diagnostics™, reflecting the scientific journey from discovery to translational research to clinical decision-making. Bio-Techne operates in 34 locations worldwide and employs approximately 3,000 people. In fiscal year 2026, the company generated over $1.2 billion in net sales.  Its more than 500,000 products are used globally by academic researchers, biopharmaceutical and biotechnology companies, and clinical diagnostic laboratories. For more information on Bio-Techne and its brands, please visit www.bio-techne.com or follow the company on social media at LinkedIn, X, or YouTube. 

​

Forward Looking Statements:

​

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act. These statements use words and variations of words, such as “will,” “plan,” “continue,” “believe,” “outlook,” “expect,” and “predict.” These statements are made as of the date of this press release, are based on current expectations of future events, and thus are inherently subject to a number of risks and uncertainties, many of which involve factors or circumstances beyond the Company’s control. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the Company’s expectations and projections. These risks, uncertainties, and other factors include, without limitation: the effect of new branding and marketing initiatives, the integration of new businesses and leadership, the introduction and acceptance of new products, the funding and focus of the types of research by the Company’s customers, the impact of the growing number of producers of biotechnology research products and related price competition, general economic conditions, the impact of currency exchange rate fluctuations, and the costs and results of research and product development efforts of the Company and of companies in which the Company has invested or with which it has formed strategic relationships.

​

For additional information concerning these risks, uncertainties, and other factors, see the section titled “Risk Factors” in the Company’s most recent annual report on Form 10-K as filed with the Securities and Exchange Commission. We undertake and we expressly disclaim any obligation to update or revise any forward-looking statements due to new information, changed assumptions, or future events, except as required by law. Investors are cautioned not to place undue reliance on forward-looking statements.

​

Non-GAAP Financial Measures:

​

The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the U.S. (GAAP). This press release contains financial measures that have not been calculated in accordance with GAAP. These non-GAAP measures include:

​

· Organic revenue and organic revenue growth

· Adjusted gross margin

· Earnings before interest, taxes, depreciation, and amortization (EBITDA)

· Adjusted EBITDA

· Adjusted operating income

· Adjusted operating margin

· Adjusted tax rate

· Adjusted net earnings

· Adjusted diluted earnings per share

​

These non-GAAP measures should not be considered in isolation or as a substitute for any measure derived in accordance with GAAP and may also be inconsistent with similar measures presented by other companies. Reconciliations of these measures to the applicable most closely comparable GAAP measures, and reasons for the Company’s use of these measures, are presented in the attached pages.

​

Contact: David Clair, Vice President, Investor Relations

David.Clair@bio-techne.com

612-656-4416

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BIO-TECHNE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(In thousands, except per share data)

(Unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Quarter Ended

​

Year Ended

​

​

June 30,

​

June 30,

​

​ ​ ​

2026

​ ​ ​

2025

​ ​ ​

2026

​ ​ ​

2025

Net sales

​

$

321,191

​

$

316,964

​

$

1,215,039

​

$

1,219,635

Cost of sales

​

109,797

​

118,152

​

415,968

​

429,363

Gross margin

​

211,394

​

198,812

​

799,071

​

790,272

Operating expenses:

​

​

​

​

​

​

​

​

Selling, general and administrative

​

113,172

​

196,640

​

452,415

​

588,521

Research and development

​

23,945

​

26,032

​

94,766

​

99,496

Total operating expenses

​

137,117

​

222,672

​

547,181

​

688,017

Operating income

​

74,277

​

(23,860)

​

251,890

​

102,255

Other income (expense)

​

(3,596)

​

1,001

​

(11,210)

​

(3,792)

Earnings before income taxes

​

70,681

​

(22,859)

​

240,680

​

98,463

Income taxes

​

16,059

​

(5,182)

​

58,818

​

25,063

Net earnings

​

$

54,622

​

$

(17,677)

​

$

181,862

​

$

73,400

Earnings per share:

​

​

​

​

​

​

​

​

Basic

​

$

0.35

​

$

(0.11)

​

$

1.17

​

$

0.47

Diluted

​

$

0.35

​

$

(0.11)

​

$

1.16

​

$

0.46

Weighted average common shares outstanding:

​

​

​

​

​

​

​

​

​

​

​

​

Basic

​

156,090

​

154,913

​

155,963

​

157,521

Diluted

​

157,025

​

155,757

​

157,009

​

159,717

​

BIO-TECHNE CORPORATION

RECONCILIATION OF ADJUSTED GROSS MARGIN AND ADJUSTED GROSS MARGIN PERCENTAGE

(In thousands)

(Unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Quarter Ended

​

Year Ended

​

​

​

June 30,

​

June 30,

​

​

​

2026

​

2025

​

2026

​

2025

​

Total consolidated net sales

​

$

321,191

​

$

316,964

​

$

1,215,039

​

$

1,219,635

​

Business held-for-sale(1)

​

​

—

​

​

—

​

​

5,439

​

​

4,152

​

Revenue from recurring operations

​

$

321,191

​

$

316,964

​

$

1,209,600

​

$

1,215,483

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Gross margin - GAAP

​

$

211,394

​

$

198,812

​

$

799,071

​

$

790,272

​

Gross margin percentage - GAAP

​

​

65.8

%

​

62.7

%

​

65.8

%

​

64.8

%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Identified adjustments:

​

​

​

​

​

​

​

​

​

​

​

​

Costs recognized upon sale of acquired inventory

$

—

​

$

197

​

$

—

​

$

751

​

Amortization of intangibles

​

9,422

​

​

10,569

​

​

37,799

​

​

44,035

​

Stock-based compensation, inclusive of employer taxes

​

282

​

​

288

​

​

1,534

​

​

1,298

​

Restructuring and restructuring-related costs

​

​

1,049

​

​

12,141

​

​

5,805

​

​

20,094

​

Impact of business held-for-sale(1)

​

​

—

​

​

—

​

​

(2,581)

​

​

(147)

​

Adjusted gross margin

$

222,147

​

$

222,007

​

$

841,628

​

$

856,303

​

Adjusted gross margin percentage(2)

​

​

69.2

%

​

70.0

%

​

69.6

%

​

70.4

%

(1) June 30, 2025 amounts relate to the Protein Sciences segment business that met the held-for-sale criteria on December 31, 2023. June 30, 2026 amounts relate to the Diagnostics and Spatial Biology segment business that met the held-for-sale criteria on June 30, 2025.

(2) Adjusted gross margin percentage excludes both revenue and gross margin of the businesses that met the held-for-sale criteria during the respective periods.

​

BIO-TECHNE CORPORATION

RECONCILIATION OF GAAP NET INCOME TO ADJUSTED EBITDA

(In thousands)

(Unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Quarter Ended

​

Year Ended

​

​

June 30,

​

June 30,

​

​

2026

​

2025

​

2026

​

2025

Net earnings

​

$

54,622

​

$

(17,677)

​

$

181,862

​

$

73,400

Net interest expense (income)

​

750

​

1,593

​

5,405

​

4,623

Depreciation and amortization

​

24,169

​

27,111

​

97,359

​

109,903

Income taxes

​

16,059

​

(5,182)

​

58,818

​

25,063

EBITDA

​

95,600

​

5,845

​

343,444

​

212,989

Amortization of Wilson Wolf intangible assets

​

​

2,490

​

​

2,490

​

​

9,959

​

​

9,959

Acquisition related expenses and other

​

1,782

​

4,010

​

8,570

​

13,489

Certain litigation charges

​

​

143

​

​

1,220

​

​

5,513

​

​

41,827

Stock-based compensation, inclusive of employer taxes

​

5,375

​

4,653

​

42,637

​

42,158

Restructuring and restructuring-related costs

​

6,858

​

13,205

​

21,059

​

28,231

Investment loss and other non-operating loss

​

​

3,695

​

​

—

​

​

5,009

​

​

—

Impairment (Recovery) of assets held-for-sale

​

​

—

​

​

84,157

​

​

(6,789)

​

​

80,503

Impact of business held-for-sale(1)

​

​

—

​

​

—

​

​

2,573

​

​

479

Adjusted EBITDA

​

$

115,943

​

$

115,580

​

$

431,975

​

$

429,635

(1) June 30, 2025 amounts relate to the Protein Sciences segment business that met the held-for-sale criteria on December 31, 2023. June 30, 2026 amounts relate to the Diagnostics and Spatial Biology segment business that met the held-for-sale criteria on June 30, 2025.

​

​

BIO-TECHNE CORPORATION

RECONCILIATION OF ADJUSTED OPERATING INCOME AND ADJUSTED OPERATING MARGIN PERCENTAGE

(In thousands)

(Unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Quarter Ended

​

Year Ended

​

​

​

June 30,

​

June 30,

​

​

​ ​ ​

2026

​

2025

​

2026

​

2025

​

Total consolidated net sales

​

$

321,191

​

$

316,964

​

$

1,215,039

​

$

1,219,635

​

Business held-for-sale(1)

​

​

—

​

​

—

​

​

5,439

​

​

4,152

​

Revenue from recurring operations

​

$

321,191

​

$

316,964

​

$

1,209,600

​

$

1,215,483

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Operating income - GAAP

​

$

74,277

​

$

(23,860)

​

$

251,890

​

$

102,255

​

Operating income percentage - GAAP

​

​

23.1

%

​

(7.5)

%

​

20.7

%

​

8.4

%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Identified adjustments:

​

​

​

​

​

​

​

​

​

​

​

​

​

Amortization of intangibles

​

​

15,070

​

​

18,185

​

​

61,181

​

​

75,321

​

Acquisition related expenses and other

​

​

1,636

​

​

3,767

​

​

7,986

​

​

12,815

​

Certain litigation charges

​

​

143

​

​

1,220

​

​

5,513

​

​

41,827

​

Stock-based compensation, inclusive of employer taxes

​

​

5,375

​

​

4,653

​

​

42,637

​

​

42,158

​

Restructuring and restructuring-related costs

​

​

6,858

​

​

13,205

​

​

21,059

​

​

28,231

​

Impairment (Recovery) of assets held-for-sale

​

​

—

​

​

84,157

​

​

(6,789)

​

​

80,503

​

Impact of business held-for-sale(1)

​

​

—

​

​

—

​

​

2,573

​

​

479

​

Adjusted operating income

​

$

103,359

​

$

101,327

​

$

386,050

​

$

383,589

​

Adjusted operating margin percentage(2)

​

​

32.2

%

​

32.0

%

​

31.9

%

​

31.6

%

(1) June 30, 2025 amounts relate to the Protein Sciences segment business that met the held-for-sale criteria on December 31, 2023. June 30, 2026 amounts relate to the Diagnostics and Spatial Biology segment business that met the held-for-sale criteria on June 30, 2025.

(2) Adjusted operating margin percentage excludes both revenue and operating margin for the businesses that met the held-for-sale criteria during the respective periods.

​

BIO-TECHNE CORPORATION

RECONCILIATION OF NON-GAAP ADJUSTED TAX RATE

(In percentages)

(Unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Quarter Ended

​

Year Ended

​

​

June 30,

​

June 30,

​

​ ​ ​

2026

​

2025

​

2026

​

2025

GAAP effective tax rate

22.7

%

​

22.7

%

​

24.4

%

​

25.5

%

Discrete items

​

(0.7)

​

​

13.9

​

​

1.3

​

​

0.8

​

Annual forecast update

​

3.7

​

​

(10.3)

​

​

—

​

​

—

​

Long-term GAAP tax rate

25.7

%

​

26.3

%

​

25.7

%

​

26.3

%

Rate impact items

​

​

​

​

​

​

​

​

​

​

​

​

Stock based compensation

(1.1)

%

​

(0.9)

%

​

(2.0)

%

​

(3.1)

%

Other

​

(2.3)

​

​

(3.9)

​

​

(1.4)

​

​

(1.7)

​

Total rate impact items

(3.4)

%

​

(4.8)

%

​

(3.4)

%

​

(4.8)

%

Non-GAAP adjusted tax rate

22.3

%

​

21.5

%

​

22.3

%

​

21.5

%

​

​

BIO-TECHNE CORPORATION

RECONCILIATION OF ADJUSTED NET EARNINGS AND ADJUSTED EARNINGS PER SHARE

(In thousands, except per share data)

(Unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Quarter Ended

​

Year Ended

​

​

June 30,

​

June 30,

​

2026

​

2025

​

​

2026

​

2025

​

Net earnings before taxes - GAAP

​ ​ ​

$

70,681

​

$

(22,859)

​

​

$

240,680

​ ​ ​

$

98,463

​

Identified adjustments:

​

​

​

​

​

​

​

​

​

​

​

​

​

Amortization of intangibles

​

15,070

​

18,185

​

​

61,181

​

75,321

​

Amortization of Wilson Wolf intangible assets

​

​

2,490

​

​

2,490

​

​

​

9,959

​

​

9,959

​

Acquisition related expenses and other

​

1,782

​

4,010

​

​

8,570

​

13,489

​

Certain litigation charges

​

​

143

​

​

1,220

​

​

​

5,513

​

​

41,827

​

Stock-based compensation, inclusive of employer taxes

​

5,375

​

4,653

​

​

42,637

​

42,158

​

Restructuring and restructuring-related costs

​

6,858

​

13,205

​

​

21,059

​

28,231

​

Investment loss and other non-operating loss

​

​

3,695

​

​

—

​

​

​

5,009

​

​

—

​

Impairment (Recovery) of assets held-for-sale

​

​

—

​

​

84,157

​

​

​

(6,789)

​

​

80,503

​

Impact of business held-for-sale(1)

​

​

—

​

​

—

​

​

​

2,573

​

​

479

​

Net earnings before taxes - Adjusted

​

$

106,094

​

$

105,061

​

​

$

390,392

​

$

390,430

​

Non-GAAP tax rate

​

22.3

%

21.5

%

​

22.3

%

21.5

%

Non-GAAP tax expense

​

$

23,658

​

$

22,589

​

​

$

87,057

​ ​ ​

$

83,973

​

Non-GAAP adjusted net earnings

​

$

82,436

​

$

82,472

​

​

$

303,335

​

$

306,457

​

Earnings per share - diluted - Adjusted

​

$

0.52

​

$

0.53

​

​

$

1.93

​

$

1.92

​

(1) June 30, 2025 amounts relate to the Protein Sciences segment business that met the held-for-sale criteria on December 31, 2023. June 30, 2026 amounts relate to the Diagnostics and Spatial Biology segment business that met the held-for-sale criteria on June 30, 2025.

​

​

BIO-TECHNE CORPORATION

SEGMENT REVENUE

(In thousands)

(Unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Quarter Ended

​

Year Ended

​

​

June 30,

​

June 30,

​

​ ​ ​

2026

​

2025

​ ​ ​

2026

​

2025

Protein Sciences segment revenue

​

$

231,194

​

$

226,472

​

$

874,620

$

870,245

Diagnostics and Spatial Biology segment revenue

​

90,141

​

89,705

​

336,365

​

346,263

Other revenue(1)

​

​

—

​

​

—

​

​

5,439

​

​

4,152

lntersegment revenue

​

(144)

​

787

​

(1,385)

​

(1,025)

Consolidated revenue

​

$

321,191

​

$

316,964

​

$

1,215,039

$

1,219,635

(1) June 30, 2025 amounts relate to the Protein Sciences segment business that met the held-for-sale criteria on December 31, 2023. June 30, 2026 amounts relate to the Diagnostics and Spatial Biology segment business that met the held-for-sale criteria on June 30, 2025.

​

BIO-TECHNE CORPORATION

SEGMENT OPERATING INCOME

(In thousands)

(Unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Quarter Ended

​

Year Ended

​

​

June 30,

​

June 30,

​

​ ​ ​

2026

​

2025

​ ​ ​

2026

​ ​ ​

2025

Protein Sciences segment operating income

​

$

97,073

​ ​ ​

$

98,790

​ ​ ​

$

359,401

​ ​ ​

$

370,353

Diagnostics and Spatial Biology segment operating income

​

10,069

​ ​ ​

​

5,384

​ ​ ​

​

37,698

​ ​ ​

​

21,324

Segment operating income

​

107,142

​

104,174

​

397,099

​

391,677

Corporate general, selling, and administrative

​

(3,783)

​

(2,847)

​

(11,049)

​

(8,088)

Adjusted operating income

​

103,359

​

101,327

​

386,050

​

383,589

Amortization of intangibles

​

(15,070)

​

(18,185)

​

(61,181)

​

(75,321)

Acquisition related expenses and other

​

(1,636)

​

(3,767)

​

(7,986)

​

(12,815)

Certain litigation charges

​

​

(143)

​

​

(1,220)

​

​

(5,513)

​

​

(41,827)

Stock-based compensation, inclusive of employer taxes

​

(5,375)

​

(4,653)

​

(42,637)

​

(42,158)

Restructuring and restructuring-related costs

​

(6,858)

​

(13,205)

​

(21,059)

​

(28,231)

(Impairment) Recovery of assets held-for-sale

​

​

—

​

​

(84,157)

​

​

6,789

​

​

(80,503)

Impact of business held-for-sale(1)

​

​

—

​

​

—

​

​

(2,573)

​

​

(479)

Operating income

​

$

74,277

​

$

(23,860)

​

$

251,890

​

$

102,255

(1) June 30, 2025 amounts relate to the Protein Sciences segment business that met the held-for-sale criteria on December 31, 2023. June 30, 2026 amounts relate to the Diagnostics and Spatial Biology segment business that met the held-for-sale criteria on June 30, 2025.

​

​

BIO-TECHNE CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

​

​	​	​	​	​	​	​
​	​	June 30,		​	June 30,
​	​ ​ ​	2026		​ ​ ​	2025
ASSETS	​	​	​	​	​	​
Cash and equivalents	​	$	264,712	​	$	162,186
Accounts receivable, net	​		216,585	​		206,876
Inventories	​		195,744	​		189,446
Current assets held-for-sale	​	​	—	​	​	12,332
Other current assets	​		67,360	​		37,460
Total current assets	​		744,401	​		608,300
​	​	​	​	​	​	​
Property and equipment, net	​		231,836	​		245,719
Right of use assets	​		67,333	​		73,399
Goodwill and intangible assets, net	​		1,278,820	​		1,346,534
Other assets	​		264,336	​		283,916
Total assets	​	$	2,586,726	​	$	2,557,868
​	​	​	​	​	​	​
LIABILITIES AND STOCKHOLDERS' EQUITY	​		​	​		​
Accounts payable and accrued expenses	​	$	105,075	​	$	116,765
Contract liabilities	​		36,072	​		32,571
Income taxes payable	​		3,593	​		10,770
Operating lease liabilities - current	​		14,935	​		14,098
Other current liabilities	​		4,025	​		1,645
Total current liabilities	​		163,700	​		175,849
​	​	​	​	​	​	​
Deferred income taxes	​		19,308	​		6,169
Long-term debt obligations	​		200,000	​		346,000
Operating lease liabilities	​		74,152	​		83,960
Other long-term liabilities	​		21,345	​		27,082
Stockholders' equity	​		2,108,221	​		1,918,808
Total liabilities and stockholders' equity	​	$	2,586,726	​	$	2,557,868

​

​

BIO-TECHNE CORPORATION

CONDENSED CONSOLIDATED CASH FLOWS

(In thousands)

(Unaudited)

​

​	​	​	​	​	​	​
​	​ ​ ​	Year Ended
​	​	June 30,
​	​	2026		​	2025
CASH FLOWS FROM OPERATING ACTIVITIES		​	​		​	​
Net earnings	​	$	181,862	​	$	73,400
Adjustments to reconcile net earnings to net cash provided by operating activities	​		​	​		​
Depreciation and amortization	​		97,359	​		109,903
Costs recognized on sale of acquired inventory	​	​	—	​	​	751
Deferred income taxes	​	​	13,196	​	​	(51,107)
Stock-based compensation expense	​		41,365	​		40,833
(Gain) Loss on equity method investment	​	​	(887)	​	​	(938)
Asset impairment restructuring	​	​	3,914	​	​	21,312
Recovery of assets held-for-sale	​	​	(6,789)	​	​	80,503
Other operating activities	​		(37,947)	​		12,899
Net cash provided by (used in) operating activities	​		292,073	​		287,556
CASH FLOWS FROM INVESTING ACTIVITIES	​		​	​		​
Proceeds from sale of available-for-sale investments	​	​	—	​	​	1,085
Additions to property and equipment	​		(28,850)	​		(31,006)
Distributions from Wilson Wolf	​	​	6,043	​	​	7,291
Investment in Spear Bio	​	​	—	​	​	(15,000)
Proceeds from sale of assets held-for-sale	​	​	4,617	​	​	2,447
Net cash provided by (used in) investing activities	​		(18,190)	​		(35,183)
CASH FLOWS FROM FINANCING ACTIVITIES	​		​	​		​
Cash dividends	​		(49,916)	​		(50,391)
Proceeds from stock option exercises	​		80,618	​		51,739
Long-term debt activity, net	​		(146,000)	​		27,000
Repurchases of common stock	​		(41,675)	​		(275,731)
Taxes paid on RSUs and net share settlements	​	​	(12,141)	​	​	(6,522)
Net cash provided by (used in) financing activities	​		(169,114)	​		(253,905)
Effect of exchange rate changes on cash and cash equivalents	​		(2,243)	​		11,927
Net increase (decrease) in cash and cash equivalents	​		102,526	​		10,395
Cash and cash equivalents at beginning of period	​		162,186	​		151,791
Cash and cash equivalents at end of period	​	$	264,712	​	$	162,186

​

​

Use of Non-GAAP Financial Measures:

​

This press release contains financial measures that have not been calculated in accordance with accounting principles generally accepted in the U.S. (GAAP). We provide these measures as additional information regarding our operating results. We use these non-GAAP measures internally to evaluate our performance and in making financial and operational decisions, including with respect to incentive compensation. We believe that our presentation of these measures provides investors with greater transparency with respect to our results of operations and that these measures are useful for period-to-period comparison of results. Investors are encouraged to review the reconciliations of non-GAAP financial measures used in this press release to their most directly comparable GAAP financial measures as provided with the financial statements attached to this press release.

​

Our non-GAAP financial measure of organic revenue and organic revenue growth represent revenue growth excluding revenue from acquisitions within the preceding 12 months, the impact of foreign currency, as well as the impact of businesses held-for-sale. Excluding these measures provides more useful period-to-period comparison of revenue results as it excludes the impact of foreign currency exchange rates, which can vary significantly from period to period, and revenue from acquisitions that would not be included in the comparable prior period. Revenues from businesses held-for-sale are excluded from our organic revenue calculation starting on the date they become held-for-sale as those revenues will not be comparative in future periods.

​

Our non-GAAP financial measures for adjusted gross margin, adjusted operating margin, adjusted EBITDA, and adjusted net earnings, in total and on a per share basis, exclude stock-based compensation, which is inclusive of the employer portion of payroll taxes on those stock awards, the costs recognized upon the sale of acquired inventory, amortization of acquisition intangibles, and restructuring and restructuring-related costs. Stock-based compensation is excluded from non-GAAP adjusted net earnings because of the nature of this charge, specifically the varying available valuation methodologies, subjective assumptions, variety of award types, and unpredictability of amount and timing of employer related tax obligations. The Company excludes amortization of purchased intangible assets, purchase accounting adjustments, including costs recognized upon the sale of acquired inventory, and other non-recurring items including gains or losses on goodwill and long-lived asset impairment charges, and one-time assessments from this measure because they occur as a result of specific events, and are not reflective of our internal investments, the costs of developing, producing, supporting and selling our products, and the other ongoing costs to support our operating structure. Costs related to restructuring and restructuring-related activities, including reducing overhead and consolidating facilities, are excluded because we believe they are not indicative of our normal operating costs. Additionally, these amounts can vary significantly from period to period based on current activity. The Company also excludes revenue and expense attributable to businesses held-for-sale in the calculation of our non-GAAP financial measures.

​

The Company’s non-GAAP adjusted operating margin, adjusted EBITDA, and adjusted net earnings, in total and on a per share basis, also excludes acquisition related expenses inclusive of the changes in fair value of contingent consideration, and other non-recurring items including certain costs related to goodwill and long-lived asset impairments, and gains. We also exclude certain litigation charges which are facts and circumstances specific including costs to resolve litigation and legal settlement (gains and losses). In some cases, these costs may be a result of litigation matters at acquired companies that were not probable, inestimable, or unresolved at the time of acquisition.

​

The Company’s non-GAAP adjusted EBITDA and adjusted net earnings, in total and on a per share basis, also excludes gains and losses from investments, as they are not part of our day-to-day operating decisions (excluding our equity method investment in Wilson Wolf as it is certain to be acquired in the future) and certain adjustments to income tax expense. Additionally, gains and losses from investments that are either isolated or cannot be expected to occur again with any predictability are excluded. The Company independently calculates a non-GAAP adjusted tax rate to be applied to the identified non-GAAP adjustments considering the impact of discrete items on these adjustments and the jurisdictional mix of the adjustments. In addition, the tax impact of other discrete and non-recurring charges which impact our reported GAAP tax rate are adjusted from net earnings. We believe these tax items can significantly affect the period-over-period assessment of operating results and not necessarily reflect costs and/or income associated with historical trends and future results.

​

​

​

​

​

Exhibit 99.2

​

​

Bio-Techne Declares Dividend

​

​

MINNEAPOLIS, August 12, 2026/PRNewswire/ -- Bio-Techne Corporation (NASDAQ: TECH) announced that its Board of Directors has decided to pay a dividend of $0.08 per share for the quarter ended June 30, 2026. The quarterly dividend will be payable September 4, 2026, to all common shareholders of record on August 24, 2026. Future cash dividends will be considered by the Board of Directors on a quarterly basis.

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Bio-Techne Corporation (NASDAQ: TECH) is a global life sciences company headquartered in Minnesota, celebrating 50 years of empowering scientific and diagnostic communities to reach better answers. The company provides high-quality reagents, analytical instruments, and precision diagnostics.  Its portfolio is organized into three customer-focused brands: R&D Systems™, Bio-Techne Spatial™, and Bio-Techne Diagnostics™, reflecting the scientific journey from discovery to translational research to clinical decision-making. Bio-Techne operates in 34 locations worldwide and employs approximately 3,000 people. In fiscal year 2026, the company generated over $1.2 billion in net sales.  Its more than 500,000 products are used globally by academic researchers, biopharmaceutical and biotechnology companies, and clinical diagnostic laboratories. For more information on Bio-Techne and its brands, please visit www.bio-techne.com or follow the company on social media at LinkedIn, X, or YouTube. 

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Forward Looking Statements:

Our press releases may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act. Such statements involve risks and uncertainties that may affect the actual results of operations. Forward looking statements in this press release include statements regarding potential future repurchase of Bio-Techne common stock. The following important factors, among others, have affected and, in the future, could affect the Company's actual results and future share price: the effect of new branding and marketing initiatives, the integration of new businesses and leadership, the introduction and acceptance of new products, the funding and focus of the types of research by the Company's customers, the impact of the growing number of producers of biotechnology research products and related price competition, general economic conditions, customer site closures or supply chain issues, the impact of currency exchange rate fluctuations, and the costs and results of research and product development efforts of the Company and of companies in which the Company has invested or with which it has formed strategic relationships.

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For additional information concerning such factors, see the section titled "Risk Factors" in the Company's annual report on Form 10-K and quarterly reports on Form 10-Q as filed with the Securities and Exchange Commission. We undertake no obligation to update or revise any forward-looking statements we make in our press releases due to new information or future events. Investors are cautioned not to place undue emphasis on these statements.

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Contact: David Clair, Vice President, Investor Relations

David.Clair@bio-techne.com

612-656-4416

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