BIO-TECHNE Corp

Company facts

Industry

Biological Products, (No Diagnostic Substances)

Headquarters

Minneapolis, Minnesota

Most recent report

10-K, filed Aug 24, 2026

Incorporated

Minnesota

Filings on record

1,000+ filings

On EDGAR

CIK 842023

Fiscal year ends

June

Filer status

Large accelerated filer

What to read: FY2026 10-K

SECSift found 5 of 27 sections worth reading, with 2 positive, 12 notable, and 7 negative flags.

• Business (Item 1)

  Pending merger at $73/share transforms company; key segment data here.
  Positive

  • No end-user customer exceeded 10% of Protein Sciences segment sales in fiscal 2026, 2025, or 2024.
  Notable

  • Protein Sciences segment had 72% of net sales in fiscal 2026; Diagnostics and Spatial Biology 28%.
  • Introduced over 1,900 new products in fiscal 2026, signaling continued R&D output.
  • As of June 30, 2026, held rights to ~487 granted patents and ~230 pending patent applications.
  Negative

  • Company agreed to be acquired by Merck KGaA at $73.00/share cash; deal expected late 2026/early 2027.

• Risk Factors (Item 1A)

  Section contains material company-specific risk from the pending Merck merger and tariff impacts.
  Notable

  • 48% of fiscal 2026 sales came from outside the U.S., creating exposure to currency, trade, and political risks.
  • Owns 19.9% of Wilson Wolf and must buy the rest by end of 2027, a known future cash obligation.
  • $200M drawn on the $1B revolver as of August 17, 2026; variable-rate debt with covenant restrictions.
  Negative

  • Termination fee of ~$230.5M could be payable if the merger collapses, a large cash drain.
  • Tariffs implemented in April 2025 have increased costs of imported supplies and components, with uncertain full impact.

• Market for the Stock (Item 5)

  Specific dividend amounts, new buyback authorization, merger restriction on repurchases.
  Notable

  • FY2026 dividends fell slightly to $49.9M from $50.4M in FY2025 and FY2024.
  • New $500M buyback plan authorized Apr 2025, but merger agreement blocks repurchases without Parent consent.

• Management's Discussion (Item 7)

  Pending merger at $73/sh, ~$1B Wilson Wolf payment, flat sales, declining margins.
  Notable

  • Pending all-cash merger at $73/share, expected close late 2026/early 2027, with a $576M reverse termination fee for regulatory failure.
  • Share repurchases dropped sharply to $41.7M in FY2026 from $275.7M in FY2025, a 85% decline.
  • Goodwill $975.4M (38% of total assets) after qualitative impairment test showed no impairment.
  Negative

  • Diagnostics and Spatial Biology segment net sales decreased 3% in FY2026 compared to FY2025.
  • Adjusted gross margin 69.6% in FY2026, down from 70.4% in FY2025, due to unfavorable product mix and pricing pressure.
  • ~$1B cash obligation to buy remaining 80.1% of Wilson Wolf due between FY2027 and FY2028, a huge future cash need.

• Financial Statements (Item 8)

  Merger terms, Wilson Wolf $1B liability, debt paydown, earnings jump.
  Positive

  • Long-term debt cut by $146M to $200M; cash of $264.7M puts company in net cash position as of June 2026.
  Notable

  • Share repurchases fell from 4.55M shares at $60.60 in FY2025 to 909k shares at $45.82 in FY2026, a steep drop in activity.
  Negative

  • If Wilson Wolf hits second milestone (~$226M revenue or ~$136M EBITDA), Bio-Techne must pay ~$1 billion plus contingency.

What changed: FY2026 vs. FY2025

About 15% of TECH's FY2026 10-K is new information. 111 paragraphs were added, 289 changed, and 112 removed. Below are the most important lines SECSift identified.

• Financial Statements (Item 8) 110
• Management's Discussion (Item 7) 63
• Risk Factors (Item 1A) 53
• Business (Item 1) 36
• Exhibits (Item 15) 36
• Form 10-K Summary (Item 16) 11
• Market for the Stock (Item 5) 6
• Controls and Procedures (Item 9A) 3
• Market Risk (Item 7A) 2
• Security Ownership (Item 12) 1
• Related Party Transactions (Item 13) 1
• Properties (Item 2) 1
• Directors and Officers (Item 10) 1