[Form 4] Bio-Techne Corp. Insider Trading Activity

Rhea-AI Filing Summary

Kim Kelderman, CEO and Director of Bio-Techne Corp (TECH), reported multiple equity transactions dated 08/15/2025. The filing shows a grant/award of 8,543 restricted stock units and an acquisition of 35,354 restricted stock units and 70,708 performance restricted stock units (all reported as acquisitions at $0), plus an acquisition of 90,441 stock options exercisable at $53.60 with an 08/15/2035 expiration.

The report also discloses a sale of 4,305 shares of common stock at $53.60 and a prior acquisition of 8,543 shares (code M) resulting in 55,273 shares beneficially owned after the transactions. Numerous outstanding stock options and performance awards with varying exercise prices and vesting/expiration schedules are listed.

Positive

• Significant long-term alignment via time- and performance‑based restricted stock units and options awarded to the CEO
• Large option grant (90,441 options with exercise price $53.60, expiring 08/15/2035) that vests over multiple years

Negative

• Insider sale of 4,305 common shares at $53.60 reported on 08/15/2025
• Potential dilution from numerous outstanding options and performance awards that could convert into many additional shares over time

Insights

Corporate Governance Expert

TL;DR: CEO received significant equity awards while executing a small open-market sale.

The filing documents substantial equity grants to the CEO and director positionholder, including restricted stock units and performance awards that vest subject to time and performance conditions, and a large grant of options exercisable through 2035. These awards align executive compensation with long-term shareholder outcomes because many awards are performance- or time‑vested. The disclosed 4,305-share sale at $53.60 is recorded as a disposition but is small relative to aggregate beneficial ownership and outstanding option positions shown in the filing.

Securities Analyst

TL;DR: Multiple option and RSU grants expand potential dilution; a modest sale reduces immediate share count.

The schedule of derivative securities shows several option tranches with exercise prices ranging from $47.60 to $120.46 and expirations from 2026 through 2035, plus sizeable performance- and time‑based RSU pools. If vested and exercised, these awards could increase diluted share count over time. The report lists 55,273 shares beneficially owned following the transactions and numerous unexercised options and RSUs totaling many tens of thousands of potential shares, which is relevant for modeling future dilution scenarios.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Kelderman Kim

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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		8,543	A	$0	55,273	D
Common Stock	08/15/2025		F		4,305	D	$53.6	50,968	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
Stock Option (Right to Buy)	$47.6							(1)	08/07/2026	Common Stock	109,536		109,536	D
Stock Option (Right to Buy)	$66.97							(1)	08/05/2027	Common Stock	115,724		115,724	D
Stock Option (Right to Buy)	$120.46							(1)	08/06/2028	Common Stock	25,944		25,944	D
Stock Options (Right to Buy)	$94.52							(1)	08/15/2029	Common Stock	28,940		28,940	D
Performance Restricted Stock Units	(2)							(3)	(3)	Common Stock	8,873		8,873	D
Performance Stock Options (Right to Buy)	$84.61							(3)	08/15/2030	Common Stock	23,881		23,881	D
Stock Options (Right to Buy)	$84.61							(4)	08/15/2030	Common Stock	29,391		29,391	D
Stock Options (Right to Buy)	$52.83							(5)	11/01/2030	Common Stock	38,252		38,252	D
Performance Restricted Stock Units	(2)							(3)	(3)	Common Stock	9,423		9,423	D
Performance Stock Options (Right to Buy)	$68.54							(3)	02/01/2031	Common Stock	25,945		25,945	D
Stock Options (Right to Buy)	$68.54							(6)	02/01/2031	Common Stock	51,890		51,890	D
Performance Restricted Stock Units	(2)							(7)	(7)	Common Stock	51,261		51,261	D
Restricted Stock Units	(2)	08/15/2025		M			8,543	(8)	(8)	Common Stock	8,543	$0	17,087	D
Stock Options (Right to Buy)	$74.91							(9)	08/15/2034	Common Stock	69,061		69,061	D
Performance Restricted Stock Units	(2)	08/15/2025		A		70,708		(10)	(10)	Common Stock	70,708	$0	70,708	D
Restricted Stock Units	(2)	08/15/2025		A		35,354		(11)	(11)	Common Stock	35,354	$0	35,354	D
Stock Options (Right to Buy)	$53.6	08/15/2025		A		90,441		(12)	08/15/2035	Common Stock	90,441	$0	90,441	D

Explanation of Responses:

1. Fully exercisable.

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

3. 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).

4. Options to purchase 7,348 shares vest on each of 8/15/2024, 8/15/2025 and 8/15/2027 and options to purchase 7,347 shares vest on 8/15/2026.

5. Options to purchase 9,563 shares vest on each of 11/1/2024, 11/1/2025, 11/1/2026 and 11/1/2027.

6. Options to purchase 12,973 shares vest on each of 2/1/2025 and 2/1/2027, and options to purchase 12,972 shares vest on each of 2/1/2026 and 2/1/2028.

7. 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).

8. 8,543 restricted stock units vest on each of 8/15/2025 and 8/15/2026, and 8,544 restricted stock units vest on 8/15/2027.

9. Options to purchase 17,265 shares vest on each of 8/15/2025, 8/15/2026 and 8/15/2027, and options to purchase 17,266 shares vest on 8/15/2028.

10. 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).

11. 11,785 restricted stock units vest on each of 8/15/2026 and 8/15/2027, and 11,784 restricted stock units vest on 8/15/2028.

12. Options to purchase 30,147 shares vest on each of 8/15/2026, 8/15/2027 and 8/15/2028.

	/s/ Andrew Nick, Attorney-in-Fact for Kim Kelderman 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 transactions did Kim Kelderman report on the Form 4 for TECH?

The filing reports acquisitions of restricted stock units and performance RSUs, an acquisition of 90,441 stock options exercisable at $53.60, and a sale of 4,305 common shares at $53.60 on 08/15/2025.

How many shares does Kim Kelderman beneficially own after the reported transactions?

The Form 4 states that Kim Kelderman beneficially owned 55,273 shares following the reported transactions.

Are the restricted stock units and performance awards vested immediately?

No. The filing indicates many RSUs and performance awards vest over time or upon achievement of performance goals (specific vesting schedules and conditions are detailed in the explanation section).

What is the exercise price range and expiration timeline for outstanding options listed?

Exercise prices shown range from $47.60 to $120.46 with expiration dates between 08/07/2026 and 08/15/2035 depending on the grant.

Was the Form 4 filed jointly or by a single reporting person?

The form indicates it was filed by one reporting person (Kim Kelderman).