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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025, or

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 0-17272

BIO-TECHNE CORPORATION

(Exact name of registrant as specified in its charter)


Minnesota	41-1427402
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

614 McKinley Place N.E. Minneapolis, MN 55413	(612) 379-8854
(Address of principal executive offices) (Zip Code)	(Registrant's telephone number, including area code)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	TECH	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☐

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

Indicate by check mark whether the Registrant is a shell company (as defined in Exchange Act Rule 12b- 2). ☐ Yes ☒ No

At May 1, 2025, 156,767,295 shares of the Company's Common Stock (par value $0.01) were outstanding.

Table of Contents

TABLE OF CONTENTS


		Page
PART I. FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements (Unaudited)	1

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	28

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	37

Item 4.	Controls and Procedures	38

PART II: OTHER INFORMATION

Item 1.	Legal Proceedings	38

Item 1A.	Risk Factors	38

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39

Item 3.	Defaults Upon Senior Securities	39

Item 4.	Mine Safety Disclosures	39

Item 5.	Other Information	39

Item 6.	Exhibits	40

	SIGNATURES	43

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

AND COMPREHENSIVE INCOME

Bio-Techne Corporation and Subsidiaries

(in thousands, except per share data)

(unaudited)


	Quarter Ended				Nine Months Ended
	March 31,				March 31,
	2025		2024		2025		2024

Net sales	$	316,181	$	303,428	$	902,671	$	852,961
Cost of sales		101,625		98,829		311,211		286,584
Gross margin		214,556		204,599		591,460		566,377

Operating expenses:
Selling, general and administrative		151,269		111,840		391,881		332,839
Research and development		24,579		25,761		73,464		72,675
Total operating expenses		175,848		137,601		465,345		405,514
Operating income		38,708		66,998		126,115		160,863

Other income (expense)		(434)		(5,914)		(4,793)		(16,835)
Earnings before income taxes		38,274		61,084		121,322		144,028
Income taxes		15,686		12,025		30,244		16,511
Net earnings	$	22,588	$	49,059	$	91,078	$	127,517
Other comprehensive income (loss):
Foreign currency translation income (loss)		5,311		(11,981)		1,049		(5,558)
Unrealized gains (losses) on derivative instruments - cash flow hedges, net of tax		(1,713)		335		(4,785)		(3,685)
Other comprehensive income (loss)		3,598		(11,646)		(3,736)		(9,243)
Comprehensive income	$	26,186	$	37,413	$	87,342	$	118,274

Earnings per share:
Basic	$	0.14	$	0.31	$	0.58	$	0.81
Diluted	$	0.14	$	0.31	$	0.57	$	0.79

Weighted average common shares outstanding:
Basic		157,372		157,309		158,117		157,655
Diluted		158,944		160,496		160,662		160,817

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

CONDENSED CONSOLIDATED BALANCE SHEETS

Bio-Techne Corporation and Subsidiaries

(in thousands, except share and per share data)


	March 31,
	2025		June 30,
	(unaudited)		2024
ASSETS
Current assets:
Cash and cash equivalents	$	140,670	$	151,791
Short-term available-for-sale investments		—		1,072
Accounts receivable, less allowances of $5,888 and $4,386, respectively		237,140		241,394
Inventories		191,083		179,731
Current assets held-for-sale		4,700		9,773
Other current assets		53,647		33,658
Total current assets		627,240		617,419

Property and equipment, net		251,977		251,154
Right-of-use assets		83,744		91,285
Goodwill		968,612		972,663
Intangible assets, net		443,699		507,081
Other assets		268,987		264,265
Total assets	$	2,644,259	$	2,703,867
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Trade accounts payable	$	31,644	$	37,968
Salaries, wages and related accruals		61,896		49,818
Accrued expenses		23,905		24,886
Contract liabilities		32,269		27,930
Income taxes payable		3,628		3,706
Operating lease liabilities - current		14,049		12,920
Other current liabilities		1,813		2,151
Total current liabilities		169,204		159,379

Deferred income taxes		31,924		55,863
Long-term debt obligations		330,000		319,000
Operating lease liabilities		79,450		87,618
Other long-term liabilities		15,656		13,157

Shareholders’ equity:
Undesignated capital stock, no par; authorized 5,000,000 shares; none issued or outstanding		—		—
Common stock, par value $.01 per share; authorized 400,000,000; issued and outstanding 156,760,717 and 158,216,258 respectively		1,568		1,582
Additional paid-in capital		902,124		820,337
Retained earnings		1,196,385		1,325,247
Accumulated other comprehensive loss		(82,052)		(78,316)
Total shareholders’ equity		2,018,025		2,068,850
Total liabilities and shareholders’ equity	$	2,644,259	$	2,703,867

See Notes to Condensed Consolidated Financial Statements.

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Bio-Techne Corporation and Subsidiaries

(in thousands)

(unaudited)


	Nine Months Ended
	March 31,
	2025		2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings	$	91,078	$	127,517
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		82,792		83,654
Costs recognized on sale of acquired inventory		554		550
Deferred income taxes		(18,825)		(29,896)
Stock-based compensation expense		36,283		30,979
Fair value adjustment to contingent consideration payable		—		(3,500)
Fair value adjustment on available-for-sale investments		—		(283)
(Gain) Loss on equity method investment		169		6,042
Asset impairment restructuring		9,961		—
Leases, net		502		1,832
Impairment (recovery) of assets held-for-sale		(3,655)		6,038
Other operating activity		527		422
Change in operating assets and operating liabilities, net of acquisition:
Trade accounts and other receivables, net		5,271		(2,611)
Inventories		(11,540)		(9,599)
Prepaid expenses		(7,217)		(1,983)
Trade accounts payable, accrued expenses, contract liabilities, and other		(639)		7,160
Salaries, wages and related accruals		12,006		7,163
Income taxes receivable		(7,912)		0
Net cash provided by (used in) operating activities		189,355		223,485

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of available-for-sale investments		1,085		23,759
Purchases of available-for-sale investments		—		(5,526)
Additions to property and equipment		(26,116)		(44,897)
Acquisitions, net of cash acquired		—		(169,707)
Distributions from Wilson Wolf		2,653		2,149
Investment in Spear Bio		(15,000)		—
Proceeds from sale of assets held-for-sale		1,789		—
Net cash provided by (used in) investing activities		(35,589)		(194,222)

CASH FLOWS FROM FINANCING ACTIVITIES:
Cash dividends		(38,004)		(37,792)
Proceeds from stock option exercises		45,513		38,001
Re-purchases of common stock		(175,674)		(80,042)
Borrowings under line-of-credit agreement		38,000		225,000
Repayments of long-term debt		(27,000)		(186,000)
Taxes paid on RSUs and net share settlements		(6,288)		(21,470)
Net cash provided by (used in) financing activities		(163,453)		(62,303)

Effect of exchange rate changes on cash and cash equivalents		(1,434)		(7,616)
Net change in cash and cash equivalents		(11,121)		(40,656)
Cash and cash equivalents at beginning of period		151,791		180,571
Cash and cash equivalents at end of period	$	140,670	$	139,915

Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	55,899	$	44,846
Cash paid for interest	$	14,232	$	12,393

See Notes to Condensed Consolidated Financial Statements.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Bio-Techne Corporation and Subsidiaries

(unaudited)

Note 1. Basis of Presentation and Summary of Significant Accounting Policies:

The interim consolidated financial statements of Bio-Techne Corporation and subsidiaries, (the Company) presented here have been prepared by the Company and are unaudited. They have been prepared in accordance with accounting principles generally accepted in the United States of America and with instructions to Form 10-Q and Article 10 of Regulation S-X. They reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. All such adjustments are of a normal recurring nature.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These interim unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Company's Consolidated Financial Statements and Notes thereto for the fiscal year ended June 30, 2024, included in the Company's Annual Report on Form 10-K for fiscal 2024. A summary of significant accounting policies followed by the Company is detailed in the Company's Annual Report on Form 10-K for fiscal 2024. The Company follows these policies in preparation of the interim unaudited Condensed Consolidated Financial Statements.

The Company manages its business under two operating segments, Protein Sciences and Diagnostics and Spatial Biology (formerly Diagnostics and Genomics). The name change is intended to better reflect the focus and scope of our offerings. The manner in which we operate our business and review discrete financial information did not change. Segment information presented herein reflects the updated name of the operating segment. The operating segments the Company operated under were consistent with the Company's operating segments disclosed in the Company's Annual Report on Form 10-K for fiscal 2024.

Investments: In July 2024, the Company invested $15.0 million in Spear Bio. This investment is accounted for under the cost-method as we own less than 20% of the outstanding stock and we concluded that we do not have significant influence of the investee. Under the cost-method, the fair value is not estimated if there are no identified events or changes in circumstances. No such events or changes in circumstances were identified in the period ended March 31, 2025. The Company’s total investment of $15.0 million is included within Other assets on the Condensed Consolidated Balance Sheet.

In December 2021, the Company paid $25 million to enter into a two-part forward contract which requires the Company to make an initial ownership investment followed by purchase of full equity interest in Wilson Wolf Corporation (Wilson Wolf) if certain annual revenue or annual earnings before interest, taxes, depreciation, and amortization (EBITDA) thresholds are met. Wilson Wolf is a leading manufacturer of cell culture devices, including the G-Rex product line. During the quarter ended March 31, 2023, the first part of the forward contract was triggered resulting in the Company acquiring 19.9% of Wilson Wolf for an additional payment of $232 million on March 31, 2023.

Since the first part of the forward contract has been triggered, the second part of the forward contract will automatically trigger, and requires the Company to acquire the remaining equity interest in Wilson Wolf on December 31, 2027 based on a revenue multiple of approximately 4.4 times trailing twelve month revenue. The second part of the contract would be accelerated in advance of December 31, 2027, if Wilson Wolf meets its second milestone of approximately $226 million in annual revenue or $136 million in annual EBITDA. If the second milestone is achieved, the forward contract requires the Company to pay approximately $1 billion plus potential consideration for revenue in excess of the revenue milestone.

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The investment in Wilson Wolf is accounted for as an equity method investment under ASC 323. The Company initially records its equity method investments at the amount of the Company’s investment and adjusts each period for the Company’s share of the investee’s income or loss and dividends paid. Distributions from the equity method investee are accounted for using the cumulative earnings approach on the Consolidated Statement of Cash Flows. For the quarter ended March 31, 2025 and 2024, the investment in Wilson Wolf had a loss of $0.6 million and $1.7 million, respectively. In the nine months ended March 31, 2025 and 2024, there was a loss of $0.2 million and $6.0 million, respectively, recorded on the Company’s Condensed Consolidated Statement of Earnings and Comprehensive Income related to the investment. The Company’s total investment at March 31, 2025 and June 30, 2024 was $239.5 million and $242.3 million and is included within Other assets on the Consolidated Balance Sheet.

Restructuring actions: Restructuring actions generally include significant actions involving employee-related severance charges, contract termination costs, and impairments and disposals of assets associated with such actions. Employee-related severance charges are based upon distributed employment policies and substantive severance plans. These charges are reflected in the quarter when the actions are probable and the amounts are estimable, which typically is when management approves the associated actions. Asset-related and other charges include impairment of right-of-use assets, leasehold improvements, other asset write-downs associated with combining operations, disposal of assets and other exit costs. Other costs also includes restructuring-related charges, which are incremental costs incurred directly supporting business transformation initiatives tied to the restructuring action.

Fiscal Year 2025 Restructuring Actions:

In the first quarter of fiscal 2025, the Company announced enterprise-wide restructuring focused on recovering operating margins and optimizing our manufacturing footprint. The Company is expecting to incur costs related to these actions through fiscal 2026, which will be recorded when specified criteria are met. The restructuring and restructuring-related charges for periods presented were recorded in the Condensed Consolidated Statements of Earnings as follows (in thousands):


	Quarter Ended		Nine Months Ended
	March 31,		March 31,
	2025		2025
Cost of sales	$	137	$	7,726
Selling, general and administrative⁽¹⁾		283		5,927
Total	$	420	$	13,653

⁽¹⁾Restructuring actions impacting research and development are not material to separately disclose and have been included within Selling, general and administrative costs.

Restructuring and restructuring-related costs by segment are as follows (in thousands):


	Three months ended March 31, 2025
		Employee		Asset-related
		severance		and other		Total
Protein Sciences	$	10	$	119	$	129
Diagnostics and Spatial Biology		—		—		—
Corporate		291		—		291
Total	$	301	$	119	$	420


	Nine months ended March 31, 2025
		Employee		Asset-related
		severance		and other		Total
Protein Sciences	$	2,323	$	10,291	$	12,614
Diagnostics and Spatial Biology		425		—		425
Corporate		610		4		614
Total	$	3,358	$	10,295	$	13,653

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The following table summarizes the changes in the Company’s accrued restructuring balance, which is included within Other current liabilities in the accompanying balance sheet. Other amounts reported as restructuring and restructuring-related costs in the accompanying statements of income have been summarized in the notes to the table (in thousands):


	Employee		Asset
	severance⁽¹⁾		impairment and other⁽²⁾		Total
Expense incurred in the first quarter of 2025	$	2,852	$	7,417	$	10,269
Cash payments		(189)		—		(189)
Non-cash adjustments		—		(7,417)		(7,417)
Accrued restructuring actions balance as of September 30, 2024	$	2,663	$	—	$	2,663
Expense incurred in the second quarter of 2025		205		2,759		2,964
Cash payments		(1,211)		(335)		(1,546)
Non-cash adjustments		—		(2,424)		(2,424)
Accrued restructuring actions balance as of December 31, 2024	$	1,657	$	—	$	1,657
Expense incurred in the third quarter of 2025		301		119		420
Cash payments		(918)		(119)		(1,037)
Non-cash adjustments		—		—		—
Accrued restructuring actions balance as of March 31, 2025	$	1,040	$	—	$	1,040

⁽¹⁾Relates to impacted employees’ final paycheck, separation payments, outplacement services, legal fees, and retention packages related to the closure or relocation of certain manufacturing sites.

⁽²⁾Primarily relates to impairment of intangibles and inventory as a result of the closure and relocation of certain manufacturing sites.

Fiscal Year 2024 Restructuring Actions:

In the second quarter of fiscal 2024, the Company announced enterprise-wide restructuring focused on recovering operating margins, optimizing our distribution footprint, and enhancing our organization efficiency. These actions impacted approximately 4% of our global workforce. These actions continued through the third quarter of fiscal 2025 as we incurred charges relating to our business held-for-sale and consulting fees related to optimizing efficiency. The Company is expecting to incur costs related to these actions through the end of fiscal 2025, which will be recorded when specified criteria are met.

As part of these actions, certain assets and liabilities associated with a disposal group in our Protein Sciences segment were classified as held-for-sale as of December 31, 2023, including $1.4 million of goodwill allocated to the disposal group on a relative fair value basis. As a result of an impairment test performed over the disposal group during fiscal 2024, a cumulative impairment charge of $22.0 million which includes the allocated goodwill, was recorded in the Selling, general and administrative line in the Consolidated Statements of Earnings for the year ended June 30, 2024. There was a recovery related to the disposal group during the quarter and nine months ended March 31, 2025 of $3.7 million. During the quarter ended December 31, 2024, the Company entered into an agreement with a buyer to purchase the remaining inventory for approximately $8 million. As part of the arrangement, the Company and the buyer entered into a promissory note that will mature in February 2027 and agrees that the buyer shall pay in quarterly installments. As of March 31, 2025, the fair value of the note receivable was approximately $6 million and is included within Other current assets and Other assets on the Condensed Consolidated Balance Sheet. As of March 31, 2025, the assets remaining within the disposal group primarily include the land and building of $4.7 million, which is net of expected selling costs. These assets are actively marketed at a fair value based on market conditions such that the held-for-sale criterion are still met. The held-for-sale assets are recorded in Current assets held-for-sale in our Consolidated Balance sheet as of March 31, 2025 and June 30, 2024.

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The restructuring and restructuring-related charges, including the impairment (recovery) of assets held-for-sale, for periods presented were recorded in the Condensed Consolidated Statements of Earnings as follows (in thousands):


	Quarter Ended				Nine Months Ended
	March 31,				March 31,
		2025		2024		2025		2024
Cost of sales	$	—	$	647	$	—	$	1,821
Selling, general and administrative⁽¹⁾		(3,357)		903		(2,281)		11,153
Total	$	(3,357)	$	1,550	$	(2,281)	$	12,974

⁽¹⁾Restructuring actions impacting research and development are not material to separately disclose and have been included within Selling, general and administrative costs.

Restructuring and restructuring-related charges, including the impairment (recovery) of assets held-for-sale, by segment are as follows (in thousands):


	Three months ended March 31,
	2025								2024
		Employee		Asset-related		Recovery of				Employee		Asset-related		Impairment of
		severance		and other		assets held-for-sale		Total		severance		and other		assets held-for-sale		Total
Protein Sciences	$	128	$	21	$	(3,655)	$	(3,506)	$	28	$	914	$	—	$	942
Diagnostics and Spatial Biology		—		—		—		—		265		90		—		355
Corporate		89		60		—		149		117		136		—		253
Total	$	217	$	81	$	(3,655)	$	(3,357)	$	410	$	1,140	$	—	$	1,550


	Nine months ended March 31,
	2025								2024
		Employee		Asset-related		Recovery of				Employee		Asset-related		Impairment of
		severance		and other		assets held-for-sale		Total		severance		and other		assets held-for-sale		Total
Protein Sciences	$	109	$	71	$	(3,655)	$	(3,475)	$	2,978	$	1,386	$	6,038	$	10,402
Diagnostics and Spatial Biology		—		—		—		—		1,004		90		—		1,094
Corporate		86		1,108		—		1,194		1,310		168		—		1,478
Total	$	195	$	1,179	$	(3,655)	$	(2,281)	$	5,292	$	1,644	$	6,038	$	12,974

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The following table summarizes the changes in the Company’s accrued restructuring balance, which is included within Other current liabilities in the accompanying balance sheet. Other amounts reported as restructuring and restructuring-related charges, including the impairment (recovery) of assets held-for-sale, in the accompanying statements of income have been summarized in the notes to the table (in thousands):


						Impairment (recovery)
		Employee		Asset-related		of assets
		severance⁽¹⁾		and other⁽²⁾		held-for-sale		Total
Expense incurred in the second quarter of 2024		4,882		504		6,038		11,424
Incremental expense incurred in the third quarter of 2024		133		1,140		—		1,273
Incremental expense incurred in the fourth quarter of 2024		409		4,737		15,926		21,072
Cash payments		(4,882)		(2,800)		—		(7,682)
Non-cash adjustments		—		(3,391)		(21,963)		(25,354)
Adjustments⁽³⁾		219		—		—		219
Accrued restructuring actions balance as of June 30, 2024	$	761	$	190	$	—	$	952
Incremental expense incurred in the first quarter of 2025		—		753		—		753
Incremental expense incurred in the second quarter of 2025		(33)		356		—		323
Incremental expense incurred in the third quarter of 2025		217		81		(3,655)		(3,357)
Cash payments		(945)		(1,380)		—		(2,325)
Non-cash adjustments		—		—		3,655		3,655
Accrued restructuring actions balance as of March 31, 2025	$	—	$	—	$	—	$	—

⁽¹⁾Relates to impacted employees’ final paycheck, separation payments, outplacement services, legal fees, and retention packages related to the closure or sale of certain distribution and manufacturing sites.

⁽²⁾Primarily relates to impairment of right-of-use assets, lease termination fees, consulting fees, and expenses for changes to supporting IT systems that are enabling the Company to complete the restructuring initiatives.

⁽³⁾Relates to the refinement of the accrual recorded in the second quarter of fiscal 2024.

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Protein Sciences Realignment

In December 2022, the Company informed employees it would undertake certain actions to strategically reallocate operations resources to high growth areas of the business. Additional actions were taken in June 2023 primarily related to the sales organization. The actions impacted a limited number of employees and were completed in the fourth quarter of fiscal 2024. As a result of the realignment, a pre-tax charge of $1.7 million related to employee severance was recorded in the Selling, general and administrative line of operating income within our Protein Sciences segment during the year ended June 30, 2023. Adjustments in fiscal year 2024 related to the refinement of employee severance payouts. Additional pre-tax charges for the year ended June 30, 2024 were $0.2 million. Restructuring actions, including cash and non-cash impacts, were as follows (in thousands):


	Employee
	severance
Accrued restructuring actions balance as of June 30, 2023	$	897
Fiscal year 2024 cash payments		(1,118)
First quarter fiscal year 2024 adjustments⁽¹⁾		89
Second quarter fiscal year 2024 adjustments⁽¹⁾		132
Accrued restructuring actions balance as of June 30, 2024	$	—

⁽¹⁾Fiscal year 2024 adjustments relate to the refinement of the accrual recorded in fiscal year 2023.

Legal Matters: The Company and its affiliates are involved in a number of legal actions from time to time involving product liability, employment, intellectual property and commercial disputes, shareholder related matters, environmental proceedings, tax disputes, and governmental proceedings and investigations. With respect to governmental proceedings and investigations, like other companies in our industry, the Company is subject to extensive regulation by national, state, and local governmental agencies in the United States and in other jurisdictions in which the Company and its affiliates operate. The Company’s standard practice is to cooperate with regulators and investigators in responding to inquiries. The outcomes of legal actions are not within the Company’s complete control and may not be known for prolonged periods of time. In some actions, the enforcement agencies or private claimants seek damages, as well as other remedies (including injunctions barring the sale of products that are the subject of the proceeding), that could require significant expenditures, result in lost revenues, or limit the Company's ability to conduct business in the applicable jurisdictions.

The Company records a liability in the consolidated financial statements on an undiscounted basis for loss contingencies related to legal actions when a loss is known or considered probable and the amount may be reasonably estimated. If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a loss is reasonably possible but not known or probable, and may be reasonably estimated, the estimated loss or range of loss is disclosed. When determining the estimated loss or range of loss, significant judgment is required. Estimates of probable losses resulting from litigation and governmental proceedings involving the Company are inherently difficult to predict, particularly when the matters are in early procedural stages with incomplete scientific facts or legal discovery, involve unsubstantiated or indeterminate claims for damages, potentially involve penalties, fines or punitive damages, or could result in a change in business practice. The Company classifies certain specified litigation charges and gains related to significant legal matters as certain litigation charges in the consolidated statements of income.

In August 2024, 791,204 shares of outstanding vested stock options related to former employees expired, which have now been excluded from the Company’s dilutive EPS calculation for the period ended March 31, 2025. Of the 791,204 shares, 779,084 shares belonged to the Company’s former CEO. The expiration date of these options was previously under dispute. The dispute with the former CEO was resolved through a binding arbitration award during the quarter ended March 31, 2025 for which the Company paid $37.2 million inclusive of interest and legal fees. The dispute regarding the remaining 12,120 shares was resolved during the quarter resulting in total payments of $0.5 million.

The Company recognized $38.9 million and $40.6 million of certain litigation charges during the quarter and nine months ended March 31, 2025. There was no comparable activity during the quarter and nine months ended March 31, 2024. As of each of the balance sheet dates presented, there was no accrued litigation.

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Recently Adopted Accounting Pronouncements

There were no accounting pronouncements adopted in the quarter ended March 31, 2025. Refer to the Form 10-K for accounting pronouncements adopted prior to June 30, 2024.

Relevant New Standards Issued Not Yet Adopted

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures (Topic 280), which requires incremental disclosures on reportable segments, primarily through enhanced disclosures on significant segment expenses. The Company will adopt this guidance beginning in the fourth quarter of fiscal year 2025 for our annual report and for interim periods starting in fiscal year 2026. We are currently evaluating the potential effect that the updated standard will have on our financial statement disclosures.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740), which requires incremental annual disclosures on income taxes, including rate reconciliations, income taxes paid, and other disclosures. The Company will adopt this guidance beginning in the fourth quarter of fiscal year 2026 for our annual report. We are currently evaluating the potential effect that the updated standard will have on our financial statement disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement –Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires incremental disclosures on purchases of inventory, employee compensation, depreciation, intangible asset amortization, and other expenses. The Company will adopt this guidance beginning in the fourth quarter of fiscal year 2027 for our annual report. We are currently evaluating the potential effect that the updated standard will have on our financial statement disclosures.

Other than the items noted above, there have been no new accounting pronouncements not yet effective or adopted in the current year that we believe have a significant impact, or potential significant impact, on our unaudited condensed consolidated financial statements.

Note 2. Revenue Recognition:

Consumables revenues consist of specialized proteins, immunoassays, antibodies, reagents, blood chemistry and blood gas quality controls, and hematology instrument controls that are typically single-use products recognized at a point in time following the transfer of control of such products to the customer, which generally occurs upon shipment. Instruments revenues typically consist of longer-lived assets that, for the substantial majority of sales, are recognized at a point in time in a manner similar to consumables. Service revenues consist of extended warranty contracts, post contract support, and custom development projects that are recognized over time as either the customers receive and consume the benefits of such services simultaneously or the underlying asset being developed has no alternative use for the Company at contract inception and the Company has an enforceable right to payment for the portion of the performance completed. Service revenues also include laboratory services recognized at point in time.

We recognize royalty revenues in the period the sales occur using third party evidence. The Company elected the "right to invoice" practical expedient based on the Company's right to invoice a customer at an amount that approximates the value to the customer and the performance completed to date.

The Company elected the exemption to not disclose the unfulfilled performance obligations for contracts with an original length of one year or less and the exemption to exclude future performance obligations that are accounted under the sales-based or usage-based royalty guidance. The Company’s unfulfilled performance obligations for contracts with an original length greater than one year were not material as of March 31, 2025 and June 30, 2024.

Contracts with customers that contain instruments may include multiple performance obligations. For these contracts, the Company allocates the contract’s transaction price to each performance obligation on a relative standalone selling price basis. Allocation of the transaction price is determined at the contracts’ inception.

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Payment terms for shipments to end-users are generally net 30 days. Payment terms for distributor shipments may range from 30 to 90 days. Service arrangements commonly call for payments in advance of performing the work (e.g. extended warranty and service contracts), upon completion of the service (e.g. custom development manufacturing) or a mix of both.

Contract assets include revenues recognized in advance of billings. Contract assets are included within Other current assets in the accompanying balance sheet as the amount of time expected to lapse until the Company's right to consideration becomes unconditional is less than one year. We elected the practical expedient allowing us to expense contract costs that would otherwise be capitalized and amortized over a period of less than one year. Contract assets as of March 31, 2025 and June 30, 2024, are not material.

Contract liabilities include billings in excess of revenues recognized, such as those resulting from customer advances and deposits and unearned revenue on warranty contracts. Contract liabilities as of March 31, 2025 and June 30, 2024 were approximately $35.6 million and $30.2 million, respectively. Contract liabilities as of June 30, 2024 subsequently recognized as revenue during the quarter and nine months ended March 31, 2025 were approximately $4.0 million and $23.8 million, respectively. Contract liabilities as of June 30, 2023 subsequently recognized as revenue during the quarter and nine months ended March 31, 2024 were approximately $3.2 million and $19.5 million, respectively. Contract liabilities in excess of one year are included in Other long-term liabilities on the Condensed Consolidated Balance Sheets.

Any claims for credit or return of goods must be made within 10 days of receipt. Revenues are reduced to reflect estimated credits and returns. Although the amounts recorded for these revenue deductions are dependent on estimates and assumptions, historically our adjustments to actual results have not been material.

Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenue. Amounts billed to customers for shipping and handling are included in revenue, while the related shipping and handling costs are reflected in cost of products. We elected the practical expedient that allows us to account for shipping and handling activities that occur after the customer has obtained control of a good as a fulfillment cost, and we accrue costs of shipping and handling when the related revenue is recognized.

The following tables present our disaggregated revenue for the periods presented.

Revenue by type is as follows (in thousands):


	Quarter Ended				Nine Months Ended
	March 31,				March 31,
	2025		2024		2025		2024
Consumables	$	257,785	$	246,732	$	719,345	$	682,405
Instruments		26,111		26,493		83,185		81,178
Services		27,246		25,501		81,953		71,084
Total product and services revenue, net	$	311,142	$	298,726	$	884,483	$	834,667
Royalty revenues		5,039		4,702		18,188		18,294
Total revenues, net	$	316,181	$	303,428	$	902,671	$	852,961

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Revenue by geography is as follows (in thousands):


	Quarter Ended				Nine Months Ended
	March 31,				March 31,
	2025		2024		2025		2024

United States	$	181,921	$	173,315	$	506,842	$	480,213
EMEA, excluding United Kingdom		66,501		60,533		195,956		177,866
United Kingdom		12,852		15,122		40,039		38,249
APAC, excluding Greater China		21,245		18,253		58,377		54,645
Greater China		24,483		25,598		73,557		75,542
Rest of World		9,179		10,607		27,900		26,446
Net sales	$	316,181	$	303,428	$	902,671	$	852,961

Note 3. Selected Balance Sheet Data:

Inventories:

Inventories consist of (in thousands):


	March 31,		June 30,
	2025		2024

Raw materials	$	83,453	$	79,377
Finished goods⁽¹⁾		113,310		106,072
Inventories, net	$	196,763	$	185,449

⁽¹⁾Finished goods inventory of $5,680 and $5,718 is included within Other long-term assets in the respective March 31, 2025 and June 30, 2024. The inventory is included in long-term assets as it is forecasted to be sold after the 12 months subsequent to the Condensed Consolidated Balance Sheet date.

Property and Equipment:

Property and equipment consist of (in thousands):


	March 31,		June 30,
	2025		2024
Land	$	8,105	$	8,150
Buildings and improvements		249,896		243,863
Machinery and equipment		240,948		215,948
Construction in progress		31,819		39,749
Property and equipment, cost		530,768		507,710
Accumulated depreciation and amortization		(278,791)		(256,556)
Property and equipment, net	$	251,977	$	251,154

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Intangible Assets:

Intangible assets consist of (in thousands):


	March 31,		June 30,
	2025		2024

Developed technology	$	677,236	$	675,674
Tradenames		151,378		151,561
Customer relationships		211,480		211,276
Patents		4,829		4,343
Other intangibles		7,162		12,006
Definite-lived intangible assets		1,052,085		1,054,860
Accumulated amortization		(608,386)		(547,779)
Total intangible assets, net	$	443,699	$	507,081

Changes to the carrying amount of net intangible assets for the period ended March 31, 2025 consist of (in thousands):


	March 31,
	2025

Beginning balance	$	507,081
Other additions		364
Amortization expense		(57,714)
Restructuring impairment		(7,050)
Currency translation		1,018
Ending balance	$	443,699

The estimated future amortization expense for intangible assets as of March 31, 2025 is as follows (in thousands):


Remainder 2025	$	18,889
2026		72,497
2027		62,326
2028		58,616
2029		46,049
Thereafter		185,322
Total	$	443,699

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Goodwill:

Changes to the carrying amount of goodwill for the period ended March 31, 2025 consist of (in thousands):


			Diagnostics and
	Protein Sciences		Spatial Biology		Total
June 30, 2024	$	423,449	$	549,214	$	972,663
Currency translation		(2,334)		(1,717)		(4,051)
March 31, 2025	$	421,115	$	547,497	$	968,612

We evaluate the carrying value of goodwill in the fourth quarter of each fiscal year and between annual evaluations if events occur or circumstances change that would indicate a possible impairment. The Company performed a qualitative goodwill impairment assessment for all of its reporting units during the fourth quarter of fiscal 2024. No indicators of impairment were identified as part of our assessment.

Other Assets:

Other assets consist of (in thousands):


	March 31,		June 30,
	2025		2024

Equity method investment in Wilson Wolf	$	239,515	$	242,337
Derivative instruments		0		9,813
Long-term inventory		5,680		5,718
Investment in Spear Bio		15,000		—
Other		8,792		6,397
Other assets	$	268,987	$	264,265

Note 4. Acquisitions:

We periodically complete business combinations that align with our business strategy. Acquisitions are accounted for using the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed be recognized at fair value as of the acquisition date and that the results of operations of each acquired business be included in our Consolidated Statements of Earnings and Comprehensive Income from their respective dates of acquisitions. Acquisition costs are recorded in selling, general and administrative expenses as incurred.

There were no acquisitions in the first nine months of fiscal 2025.

Fiscal year 2024 Acquisitions

Lunaphore Technologies SA.

On July 7, 2023, the Company acquired all of the ownership interests of Lunaphore Technologies SA (“Lunaphore”) for $169.7 million, in a cash-free, debt-free acquisition. Lunaphore is a leading developer of fully automated spatial biology solutions. The Lunaphore acquisition adds spatial biology instruments to Bio-Techne’s portfolio to accelerate our leadership position in translational and clinical research markets. The transaction was accounted for in accordance with ASC 805, Business Combinations. The goodwill recorded as a result of the acquisition represents the strategic benefits of growing the Company’s product portfolio and the expected revenue growth from increased market penetration. The goodwill is not deductible for income tax purposes. The business became part of the Diagnostics and Spatial Biology operating segment in the first quarter of fiscal year 2024.

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The allocation of purchase price consideration related to Lunaphore was completed in the fourth quarter of fiscal 2024. The fair values of the assets acquired and liabilities assumed as of June 30, 2024 are as follows (in thousands):



	Final allocation at June 30, 2024
Current assets	$	12,155
Equipment and other long-term assets		1,470
Goodwill		104,650
Intangible assets:
Developed technologies		60,300
Tradenames		4,900
Customer relationships		1,200
Total assets acquired		184,675

Liabilities		7,096
Deferred income taxes, net		7,872
Net assets acquired	$	169,707

Cash paid		169,707

Tangible assets and liabilities acquired were recorded at fair value on the date of close based on management's assessment. The purchase price allocated to developed technology and customer relationships was based on management’s forecasted cash inflows and outflows and using a multiperiod excess earnings method to calculate the fair value of assets purchased. The purchase price allocated to trade names was based on management's forecasted cash inflows and outflows and using a relief from royalty method. The amount recorded for developed technology is being amortized with the expense reflected in cost of goods sold in the Condensed Consolidated Statement of Earnings and Comprehensive Income. The amortization period for developed technology is 14 years. Amortization expense related to customer relationships is reflected in selling, general and administrative expenses in the Condensed Consolidated Statement of Earnings and Comprehensive Income. The amortization period for customer relationships is 8 years. The amount recorded for trade names is being amortized with the expense reflected in selling, general and administrative expenses in the Condensed Consolidated Statement of Earnings and Comprehensive Income. The amortization period for trade names ranges from 4 years to 8 years. The net deferred income tax liability represents the net amount of the estimated future impact of adjustments for costs to be recognized as intangible asset amortization, which is not deductible for income tax purposes, offset by the deferred tax asset for the calculation of acquired net operating losses.

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Note 5. Fair Value Measurements:

The Company’s financial instruments include cash and cash equivalents, available-for-sale investments, derivative instruments, accounts receivable, accounts payable, contingent consideration obligations, and long-term debt.

Fair value is defined as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. This standard also establishes a hierarchy for inputs used in measuring fair value. This standard maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability based on market data obtained from independent sources. Unobservable inputs are inputs that reflect our assumptions about the factors market participants would use in valuing the asset or liability based upon the best information available in the circumstances.

The categorization of financial assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy is broken down into three levels. Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable for the asset or liability and their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. Level 3 may also include certain investment securities for which there is limited market activity or a decrease in the observability of market pricing for the investments, such that the determination of fair value requires significant judgment or estimation.

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The following tables provide information by level for financial assets and liabilities that are measured at fair value on a recurring basis (in thousands).


		Total
		carrying
		value as of		Fair Value Measurements Using
	Balance Sheet Location	March 31,		Inputs Considered as
		2025		Level 1		Level 2		Level 3

Assets
Derivatives designated as hedging instruments - cash flow hedges	Other current assets	$	4,347	$	—	$	4,347	$	—
Total assets		$	4,347	$	—	$	4,347	$	—

Liabilities
Derivatives designated as hedging instruments - net investment hedge	Other long-term liabilities	$	3,645	$	—	$	3,645	$	—
Total liabilities		$	3,645	$	—	$	3,645	$	—


		Total
		carrying
		value as of		Fair Value Measurements Using
	Balance Sheet Location	June 30,		Inputs Considered as
		2024		Level 1		Level 2		Level 3

Assets
Certificates of deposit⁽¹⁾	Short-term available-for-sale investments	$	1,072	$	1,072	$	—	$	—
Derivatives designated as hedging instruments - cash flow hedges	Other current assets		805		—		805		—
Derivatives designated as hedging instruments - cash flow hedges	Other assets		9,813		—		9,813		—
Total assets		$	11,690	$	1,072	$	10,618	$	—

Liabilities
Derivatives designated as hedging instruments - net investment hedge	Other long-term liabilities	$	2,051	$	—	$	2,051	$	—
Total liabilities		$	2,051	$	—	$	2,051	$	—

(1)	The certificates of deposit have contractual maturity dates within one year.

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Fair value measurements of derivative instruments

The Company utilizes forward starting swaps designated as a cash flow hedge on forecasted debt. The forward starting swaps reduce the variability of cash flow payments for the Company by converting the variable interest rate on the Company’s forecasted variable interest long-term debt to that of a fixed interest rate. Accordingly, as part of the forward starting swaps, the Company exchanges, at specified intervals, the difference between floating and fixed interest amounts based on a notional principal amount. The Company also uses a cross-currency swap contract to manage its exposure to foreign currency risk associated with the Company's net investment in its Swiss subsidiary.

The following table presents the contractual amounts of the Company's outstanding instruments (in millions):


		March 31,		June 30,
Instruments	Designation	2025		2024
Forward starting swaps⁽¹⁾	Cash flow hedge	$	300	$	300
Cross-currency swap⁽²⁾	Net investment hedge		140		150

⁽¹⁾ In May 2021, the Company entered into a forward starting swap designated as a cash flow hedge on forecasted debt based on $200 million of notional principal. The effective date of the swap was November 2022 with the full swap maturing in November 2025. In March 2023, the Company entered into a forward starting swap designated as a cash flow hedge on forecasted debt based on $100 million of notional principal. The effective date of the swap was April 2023 with the full swap maturing in April 2025. In August 2024, the Company entered into a new forward starting swap designated as a cash flow hedge on forecasted debt based on $100 million of notional principal that was to go into effect in April 2025. This swap was sold during the quarter ended March 31, 2025 for a gain $0.6 million.

⁽²⁾ In July 2023, the Company entered into a pay-fixed rate, receive-fixed rate cross-currency swap contract with a total notional amount of $150 million that was designated as a hedge to lock in the Swiss franc (CHF) rate for a portion of the Company's CHF net investment in its Lunaphore subsidiary in Switzerland. The objective of the hedge is to protect the net investment in the Company's CHF-denominated operations against changes in the spot exchange rates, on a pre-tax basis. The hedging instrument has three interim settlement dates, which will reduce the notional on the hedging instrument by $10 million at each interim date, and will reduce the notional to $110 million at maturity.

The pretax amount of the gains and losses on our hedging instruments and the classification of those gains and losses within our Condensed Consolidated Financial Statements for the quarter and nine months ended March 31, 2025 and 2024 were as follows (in thousands):


	(Gain) Loss Recognized in Accumulated Other Comprehensive Loss
	Quarter Ended				Nine Months Ended
	March 31,				March 31,
	2025		2024		2025		2024
Cash flow hedges
Forward starting swaps	$	2,438	$	1,626	$	9,137	$	9,582
Net investment hedges
Cross-currency swap		5,344		(4,914)		2,818		2,329
Total	$	7,782	$	(3,288)	$	11,955	$	11,911

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	(Gain) Loss Reclassified into Income
	Quarter Ended				Nine Months Ended
	March 31,				March 31,				Income Statement
	2025		2024		2025		2024		Classification
Cash flow hedges
Forward starting swaps	$	(1,790)	$	(2,570)	$	(6,544)	$	(7,729)	Interest expense
Net investment hedges
Cross-currency swap		(660)		(837)		(2,102)		(2,372)	Interest expense
Total	$	(2,450)	$	(3,407)	$	(8,646)	$	(10,101)

Gains or losses related to the net investment hedges are classified as foreign currency translation adjustments in the schedule of changes in Accumulated Other Comprehensive Income (“AOCI”) in Note 8, as these items are attributable to the Company’s hedges of its net investment in foreign operations. Gains or losses related to the cash flow hedges are classified as Unrealized gains (losses) on cash flow hedges in the schedule of changes in AOCI in Note 8.

Fair value measurements of other financial instruments – The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it is practicable to estimate fair value.

Cash and cash equivalents, certificates of deposit, accounts receivable, and accounts payable – The carrying amounts reported in the Consolidated Balance Sheets approximate fair value because of the short-term nature of these items.

Long-term debt – The carrying amounts reported in the Condensed Consolidated Balance Sheets for the amount drawn on our line-of-credit facility and long-term debt approximates fair value because our interest rate is variable and reflects current market rates.

Note 6. Debt and Other Financing Arrangements:

On August 31, 2022, the Company entered into a revolving line-of-credit and term loan by a Credit Agreement (the Credit Agreement). The Credit Agreement provides for a revolving credit facility of $1 billion, which can be increased by an additional $400 million subject to certain conditions. Borrowings under the Credit Agreement may be used for working capital and expenditures of the Company and its subsidiaries, including financing permitted acquisitions. Borrowings under the Credit Agreement bear interest at a variable rate. The current outstanding debt is based on the one-month Secured Overnight Financing Rate (SOFR) plus an applicable margin. The applicable margin is determined from the total leverage ratio of the Company and updated on a quarterly basis. The annualized fee for any unused portion of the credit facility is currently 10 basis points.

The Credit Agreement matures on August 31, 2027 and contains customary restrictive and financial covenants and customary events of default. As of March 31, 2025 and June 30, 2024, the outstanding balance under the Credit Agreement was $330.0 million and $319.0 million, respectively.

Note 7. Leases:

As a lessee, the Company leases offices, labs, and manufacturing facilities, as well as vehicles, copiers, and other equipment. The Company recognizes operating lease expense on a straight-line basis over the lease term. Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The discount rate used to calculate present value is Bio-Techne’s incremental borrowing rate or, if available, the rate implicit in the lease. Bio-Techne determines the incremental borrowing rate for each lease based primarily on its lease term and the economic environment of the applicable country or region. During the quarter and nine months ended March 31, 2025, the Company recognized $1.4 million and $4.0 million in variable lease expense and $4.3 million and $13.0 million relating to fixed lease expense in the Condensed Consolidated Statements of Earnings and Comprehensive Income. During the quarter and nine months ended March 31, 2024, the Company

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recognized $1.3 million and $3.8 million in variable lease expense and $4.5 million and $13.7 million relating to fixed lease expense in the Condensed Consolidated Statements of Earnings and Comprehensive Income.

The following table summarizes the balance sheet classification of the Company’s operating leases and amounts of right-of-use assets and lease liabilities and the weighted average remaining lease term and weighted average discount rate for the Company’s operating leases (in thousands):


			As of		As of
			March 31,		June 30,
	Balance Sheet Classification		2025		2024
Operating leases:
Operating lease right-of-use assets		Right-of-use asset	$	83,744	$	91,285

Current operating lease liabilities		Operating lease liabilities - current	$	14,049	$	12,920
Noncurrent operating lease liabilities		Operating lease liabilities		79,450		87,618
Total operating lease liabilities			$	93,499	$	100,538

Weighted average remaining lease term (in years):				7.92		8.45

Weighted average discount rate (%):				4.25		4.23

The following table summarizes the cash paid for amounts included in the measurement of operating lease liabilities and right-of-use assets obtained in exchange for new operating lease liabilities for the quarter and nine months ended March 31(in thousands):


	Quarter ended				Nine months ended
	March 31,				March 31,
	2025		2024		2025		2024
Cash amounts paid on operating lease liabilities	$	4,271	$	4,290	$	12,339	$	12,352

Right-of-use assets obtained in exchange for lease liabilities	$	1,166	$	667	$	2,487	$	10,255

The following table summarizes the fair value of the lease liability by payment date for the Company’s operating leases by fiscal year (in thousands):



	March 31,
	2025
Remainder 2025	$	4,284
2026		17,053
2027		14,114
2028		13,789
2029		13,315
Thereafter		48,614
Total	$	111,169
Less: Amounts representing interest		17,670
Total lease obligations	$	93,499

Certain leases include one or more options to renew, with terms that extend the lease term up to five years. Bio-Techne includes the option to renew the lease as part of the right-of-use lease asset and liability when it is reasonably certain the Company will exercise the option. In addition, certain leases contain fair value purchase and termination options with an associated penalty. In general, Bio-Techne is not reasonably certain to exercise such options.

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Note 8. Supplemental Equity and Accumulated Other Comprehensive Income (Loss):

Supplemental Equity

The Company has declared cash dividends per share of $0.08 and $0.24 in the quarter and nine months ended March 31, 2025 and 2024, respectively.

Consolidated Changes in Equity (amounts in thousands):


	Bio-Techne Shareholders
								Accumulated
				Additional				Other
	Common Stock			Paid-in		Retained		Comprehensive
	Shares	Amount		Capital		Earnings		Loss		Total
Balances at June 30, 2024	158,216	$	1,582	$	820,337	$	1,325,247	$	(78,316)	$	2,068,850
Net earnings							33,600				33,600
Other comprehensive income									18,229		18,229
Common stock issued for exercise of options	577		6		23,224		(2,338)				20,892
Common stock issued for restricted stock awards	50		1		1		(2,646)				(2,644)
Cash dividends							(12,688)				(12,688)
Stock-based compensation expense					10,146						10,146
Common stock issued to employee stock purchase plan	35		0		2,227						2,227
Employee stock purchase plan expense					38						38
Balances at September 30, 2024	158,878	$	1,589	$	855,973	$	1,341,175	$	(60,087)	$	2,138,650
Net earnings							34,890				34,890
Other comprehensive (loss)									(25,563)		(25,563)
Share repurchases	(1,118)		(11)				(75,617)				(75,628)
Common stock issued for exercise of options	132		1		5,183		(20)				5,164
Common stock issued for restricted stock awards	24		0		0		(993)				(993)
Cash dividends							(12,736)				(12,736)
Stock-based compensation expense					14,335						14,335
Employee stock purchase plan expense					373						373
Balances at December 31, 2024	157,916	$	1,579	$	875,864	$	1,286,699	$	(85,650)	$	2,078,492
Net earnings							22,588				22,588
Other comprehensive income									3,598		3,598
Share repurchases	(1,489)		(15)				(100,031)				(100,046)
Common stock issued for exercise of options	282		3		12,628						12,631
Common stock issued for restricted stock awards	9		1		1		(291)				(289)
Cash dividends							(12,580)				(12,580)
Stock-based compensation expense					11,355						11,355
Common stock issued to employee stock purchase plan	43		0		2,241						2,241
Employee stock purchase plan expense					35						35
Balances at March 31, 2025	156,761	$	1,568	$	902,124	$	1,196,385	$	(82,052)	$	2,018,025

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	Bio-Techne Shareholders
								Accumulated
				Additional				Other
	Common Stock			Paid-in		Retained		Comprehensive
	Shares	Amount		Capital		Earnings		Loss		Total
Balances at June 30, 2023	157,642	$	1,576	$	721,543	$	1,309,461	$	(66,064)	$	1,966,516
Net earnings							50,993				50,993
Other comprehensive loss									(11,952)		(11,952)
Common stock issued for exercise of options	633		6		12,877		(15,460)				(2,577)
Common stock issued for restricted stock awards	47		1		0		(4,768)				(4,767)
Cash dividends							(12,654)				(12,654)
Stock-based compensation expense					9,981						9,981
Common stock issued to employee stock purchase plan	33		1		2,093						2,094
Employee stock purchase plan expense					112						112
Balances at September 30, 2023	158,355	$	1,584	$	746,606	$	1,327,572	$	(78,016)	$	1,997,746
Net earnings							27,465				27,465
Other comprehensive income									14,355		14,355
Share repurchases	(1,397)		(14)				(80,028)				(80,042)
Common stock issued for exercise of options	157		1		4,914		(1,074)				3,841
Common stock issued for restricted stock awards	27		0		0						0
Cash dividends							(12,559)				(12,559)
Stock-based compensation expense					12,413						12,413
Employee stock purchase plan expense					340						340
Balances at December 31, 2023	157,142	$	1,571	$	764,273	$	1,261,376	$	(63,661)	$	1,963,559
Net earnings							49,059				49,059
Other comprehensive loss									(11,646)		(11,646)
Common stock issued for exercise of options	372		4		15,761						15,765
Common stock issued for restricted stock awards	4		0

BIO-TECHNE Corp 10-Q