TECH Form 4: McManus RSU Awards, Options and 880‑Share Sale

Rhea-AI Filing Summary

Matthew McManus, President – Diag & Spatial Bio at Bio-Techne Corp (TECH), reported transactions dated 08/15/2025. He was granted 2,637 restricted stock units (non-derivative, code M) at $0 and reported a sale/disposition of 880 shares at $53.60 (code F), leaving 4,735 shares owned after the sale. The filing lists numerous derivative holdings and awards including performance restricted stock units, restricted stock units and stock options with exercise prices of $68.54, $74.91 and $53.60. Aggregate derivative positions include named totals such as 24,614, 21,320, 19,243, 15,902, 15,825, and 9,241 underlying shares across options and RSUs, with vesting schedules and performance-based vesting dates listed through 2035. The form is signed by Andrew Nick as attorney-in-fact dated 08/19/2025.

Positive

• Receipt of equity awards: Grants include 2,637 RSUs plus larger performance RSU and option awards totaling tens of thousands of underlying shares, reinforcing executive alignment with shareholders.
• Clear vesting schedules: Vesting dates and performance conditions through 2035 are explicitly disclosed, providing transparency on future dilution timing and incentive structures.

Negative

• Disposition of shares: Sale of 880 shares at $53.60 reduced immediate share ownership to 4,735.
• Potential dilution: Significant outstanding options and RSUs (e.g., 24,614 options, 21,320 RSUs) could lead to future dilution if exercised or settled in shares.

Insights

Financial Analyst

TL;DR: Routine executive equity grants and a small sale; substantial outstanding options and RSUs with multi-year vesting schedules.

The filing shows a mix of newly granted restricted stock units and the disposition of a modest number of shares. Material long-dated derivative positions and performance-based awards are detailed with specific strike prices and vesting timetables through 2035, indicating ongoing equity compensation rather than a single cash transaction. The reported sale of 880 shares at $53.60 is small relative to the cumulative derivative and unit counts listed.

Corporate Governance Expert

TL;DR: Standard Section 16 disclosure confirming awards, vesting conditions, and an attorney-in-fact signature.

The Form 4 documents standard executive compensation mechanics: time-based and performance-based RSUs, stock options with explicit exercise prices, and scheduled vesting tranches. The inclusion of a Power of Attorney signature is procedurally compliant. No regulatory exceptions, insider trading flags, or unusual acceleration clauses are disclosed within the text provided.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

McManus Matthew

(Last) (First) (Middle)

614 MCKINLEY PLACE NE

(Street)

MINNEAPOLIS MN 55413

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BIO-TECHNE Corp [ TECH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President - Diag & Spatial Bio

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/15/2025		M		2,637	A	$0	5,615	D
Common Stock	08/15/2025		F		880	D	$53.6	4,735	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Restricted Stock Units	(1)							(2)	(2)	Common Stock	2,888		2,888	D
Performance Stock Option (Right to Buy)	$68.54							(2)	02/01/2031	Common Stock	7,951		7,951	D
Restricted Stock Units	(1)							(3)	(3)	Common Stock	9,241		9,241	D
Stock Option (Right to Buy)	$68.54							(4)	02/01/2031	Common Stock	15,902		15,902	D
Performance Restricted Stock Units	(1)							(5)	(5)	Common Stock	15,825		15,825	D
Restricted Stock Units	(1)	08/15/2025		M			2,637	(6)	(6)	Common Stock	2,637	$0	5,275	D
Stock Option (Right to Buy)	$74.91							(7)	08/15/2034	Common Stock	21,320		21,320	D
Performance Restricted Stock Units	(1)	08/15/2025		A		19,243		(8)	(8)	Common Stock	19,243	$0	19,243	D
Restricted Stock Units	(1)	08/15/2025		A		9,622		(9)	(9)	Common Stock	9,622	$0	9,622	D
Stock Option (Right to Buy)	$53.6	08/15/2025		A		24,614		(10)	08/15/2035	Common Stock	24,614	$0	24,614	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Bio-Techne common stock.

2. Vests in full or in part on 8/15/2026 if certain performance goals are achieved (or such later date as performance is certified by the Administrator).

3. 4,620 restricted stock units vest on 2/1/2025 and 2/1/2027, and 4,621 restricted stock units vest on 2/1/2026.

4. Options to purchase 3,976 shares vest on 2/1/2025 and 2/1/2027, and options to purchase 3,975 shares vest on 2/1/2026 and 2/1/2028.

5. Vests in full or in part on 8/15/2027 if certain performance goals are achieved (or such later date as performance is certified by the Administrator).

6. 2,637 restricted stock units vest on each of 8/15/2025 and 8/15/2026, and 2,638 restricted stock units vest on 8/15/2027.

7. Options to purchase 5,330 shares vest on each of 8/15/2025, 8/15/2026, 8/15/2027 and 8/15/2028.

8. Vests in full or in part on 8/15/2028 if certain performance goals are achieved (or such later date as performance is certified by the Administrator).

9. 3,207 restricted stock units vest on each of 8/15/2026 and 8/15/2027, and 3,208 restricted stock units vest on 8/15/2028.

10. Options to purchase 8,205 shares vest on each of 8/15/2026 and 8/15/2027, and options to purchase 8,204 shares vest on 8/15/2028.

	/s/ Andrew Nick as Attorney-in-Fact for Matthew McManus pursuant to Power of Attorney previously filed.	08/19/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Matthew McManus report on the Form 4 for Bio-Techne (TECH)?

He reported the acquisition of 2,637 restricted stock units and the disposition of 880 shares at $53.60, leaving 4,735 shares owned.

Are there stock options disclosed for McManus in the TECH filing?

Yes. The filing lists stock options with exercise prices including $68.54, $74.91, and $53.60 and aggregate option quantities such as 24,614 and 21,320 underlying shares.

Do any awards have performance conditions in the Form 4 for TECH?

Yes. Several grants are labeled as performance restricted stock units with vesting contingent on performance goals and certification, with potential vest dates through 2028 and 2035 timelines noted.

Who signed the Form 4 for Matthew McManus?

The form is signed by Andrew Nick as attorney-in-fact for Matthew McManus, dated 08/19/2025.

What vesting timing is disclosed for the awarded RSUs and options?

Vesting schedules are detailed: examples include tranches vesting on 02/01/2025, 02/01/2026, 02/01/2027, and annual vesting on 08/15 across years up to 2035.