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Screener / SEC EDGAR /CIK 0000730272 /10-K filed Feb 26, 2026, compared with Mar 14, 2025 /Numbers from the XBRL of the 10-Ks
Nasdaq Health care · Biotechnology

Repligen Corp RGEN

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New in the 10-K 28 paragraphs with nothing like them in the 10-K filed Mar 14, 2025 New in the 10-Q 53 paragraphs not in the 10-Q filed Jul 29, 2026 10-Q against the 10-K 5 risk factor paragraphs and sentences added or reworded

New risk paragraphs, branching off last year

Each branch is a paragraph in Risk Factors with nothing like it in the 10-K filed Mar 14, 2025. A box jumps to the paragraph as filed, below.

28 new
10-K Mar 14 10-K Feb 26 Risks Related to Product Development… As part of our growth strategy, we may enter… To mitigate these risks, we have implemented… Effective internal controls are necessary to… As previously disclosed in the Company’s… 23 more new paragraphs

Paragraphs with nothing like them in last year's 10-K

Quoted exactly

28 paragraphs in Risk Factors of the 10-K filed Feb 26, 2026 with nothing like them in the 10-K filed Mar 14, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.

Risks Related to Product Development, Strategic Investments, Collaborations and Acquisitions

Read in the 10-K

As part of our growth strategy, we may enter into strategic investments, collaborations, joint ventures, and similar arrangements to expand our capabilities, access new technologies and enter new markets. These transactions involve significant risks and uncertainties that could adversely affect our business, financial condition, or results of operations, including:

•Limited Control and Alignment Challenges: In joint ventures or minority investments, we may have limited ability to influence strategic decisions or operational practices. Differences in objectives, governance structures, or priorities with partners can lead to conflicts and inefficiencies.

•Financial Exposure: Investments and collaborations may underperform or fail, resulting in impairment charges or loss of invested capital. Returns may be delayed, uncertain, or significantly below expectations.

•Dependence on Third Parties: Our success often depends on the performance and cooperation of partners for development, commercialization, or distribution activities. Delays, quality issues, or regulatory non-compliance by partners could negatively impact our operations.

•Intellectual Property Risks: Disputes over ownership or use of intellectual property, limitations on our ability to protect or enforce rights, and potential loss of proprietary technology through licensing arrangements.

•Operational and Compliance Risks: Challenges in monitoring and managing joint venture activities, exposure to unfamiliar legal, tax, and regulatory frameworks—particularly in foreign jurisdictions—and potential liability for actions taken by partners or affiliates.

•Liquidity and Exit Risks: Minority investments may be illiquid, and we may be unable to sell or exit these investments on favorable terms or within desired timeframes.

•Reputational Risks: Actions or failures by partners or investee companies could negatively impact our reputation or business relationships.

•Termination or Non-Performance: Collaborations or joint ventures may be terminated early or fail to deliver anticipated benefits, leaving us without expected products, technologies, or revenue streams.

There can be no assurance that any strategic investment, collaboration, or joint venture will achieve its intended objectives or generate anticipated benefits within a reasonable timeframe, or at all. Failure to successfully manage these risks could materially and adversely affect our business and growth prospects.

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To mitigate these risks, we have implemented strategies to reduce tariff exposure and closely monitor trade policy developments. However, recent litigation challenging the legality of certain tariffs before the U.S. Supreme Court introduces additional uncertainty. If such tariffs are deemed unlawful, resulting policy reversals or retaliatory measures could create new risks and volatility in global trade, which may adversely affect our operations and financial results.

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Effective internal controls are necessary to provide reliable financial reports and to assist in the effective prevention of fraud. Any

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As previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, the Company identified the following material weaknesses in internal control over financial reporting:

1.Management identified deficiencies related to the design and operating effectiveness of controls related to revenue recognition specific to the evaluation of accounting for contract terms (as originally reported in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2023).

2.Management did not maintain effective information technology (“IT”) general controls for information systems that are relevant to the preparation of our financial statements. Specifically, we did not maintain logical access controls and program change management controls to ensure that access to programs and data are appropriately restricted and program and data changes are identified, tested, authorized and implemented appropriately. As a result, automated and business process controls that rely on information from the systems were also deemed ineffective because they could have been adversely affected.

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We continue to implement measures designed to remediate the identified material weaknesses. The measures include (i) incorporating the use of automated workflows to manage the granting and monitoring of access within IT systems relevant to the preparation of our financial statements, (ii) redesigning existing controls with additional attribute the presume IT risk relevant to the control, (iii) reassessing the operating effectiveness of our business process-level controls related to inventory valuation and financial statement close process and (iv) assessing the frequency of our control monitoring activities to ensure that they are conducted in a timely manner.

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Upon identifying the revenue recognition material weakness described above, we amended and restated certain items in our Quarterly

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Investor advocacy groups, institutional investors, investment funds, market participants, and other stakeholders have increasingly focused on sustainability or Environmental, Social, and Governance (“ESG”) practices, including those related to climate change. The European Union has emerged as a key driver of ESG regulation through initiatives such as the Corporate Sustainability Reporting Directive and Regulation (EU) 2020/852 of the European Parliament and of the Council of 18 June 2020, which imposed detailed disclosure and compliance requirements on companies operating in or doing business with the European Union (“EU”). These frameworks aim to standardize sustainability reporting and align corporate activities with climate and social objectives, increasing scrutiny on companies’ ESG performance.

If our ESG practices do not meet evolving investor, regulatory, or industry expectations, our reputation, investor confidence, and

Read in the 10-K

The Patient Protection and Affordable Care Act (the “ACA”), as amended, substantially changed how health care is financed by governmental and private insurers. More recently, the OBBBA enacted in July 2025 includes provisions that significantly reduce federal health care spending, impose new Medicaid eligibility restrictions, and introduce work requirements. These measures are expected to reduce coverage for millions of individuals and may alter reimbursement dynamics for drugs and biologics. Such changes could limit pricing flexibility and reduce demand for certain therapies.

The Trump administration has prioritized cost containment and deregulation, including proposals to expand price transparency, encourage importation of lower-cost drugs, and promote competitive bidding for Medicare and Medicaid programs. In addition, litigation and legislative efforts to repeal or modify provisions of the Inflation Reduction Act of 2022 (the “IRA”), including Medicare drug price negotiation authority, remain ongoing. Future actions could accelerate these changes or introduce new pricing controls.

Federal and state governments continue to pursue measures such as price caps, rebate requirements, and restrictions on marketing practices. Regional health authorities and hospitals increasingly use competitive bidding to select suppliers, which may further pressure pricing and reduce demand for our products. Additional reforms at the federal or state level are likely and could materially and adversely affect our business, financial condition, results of operations, and prospects.

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Despite the implementation of security measures, our internal computer systems and those of our customers, collaborators cloud-based

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We plan to build and integrate AI into our business practices, and the evolving nature of AI technologies and the surrounding legal and regulatory environment presents risks and uncertainties that could affect our business. The use of AI technology can give rise to intellectual property risks, including the disclosure or compromise of our confidential information or other proprietary intellectual property through the use of generative artificial intelligence tools. AI could also pose cybersecurity, data privacy, IT, regulatory, legal, operational, competitive, reputational, and other risks and challenges that could affect our business. Specifically, risks related to bias, AI hallucinations, discrimination, harmful content, misinformation, fraud, scams, targeted attacks such as model poisoning or data poisoning, surveillance, data leakage, loss of consensus reality, inequality, environmental harms, and other harms may flow from our development, use, or deployment of AI technologies. Additionally, we expect to see increasing government regulation related to artificial intelligence use and ethics, which may also significantly increase the burden and cost of research, development and compliance in this area. For example, in the U.S., a number of states have proposed or passed dozens of laws over the past year regulating various uses and applications of AI and AI governance, including addressing deployment of AI in healthcare settings. At the federal level, the Trump Administration has endorsed a federal moratorium on enforcement of certain state-level AI regulation,

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•preserve the confidentiality of our trade secrets, know-how and confidential information;

•obtain and maintain global patent protection for our products and processes; and

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•We may defend against third party infringement or misappropriation claims involving our processes or products.

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Paragraphs in the 10-Q filed Oct 30, 2026 that were not in the one before

New in the latest 10-Q

53 paragraphs in the 10-Q filed Oct 30, 2026 with nothing like them in the 10-Q filed Jul 29, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.

10-Q

Delaware 04-2729386 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 41 Seyon Street, Bldg. 1, Suite 100 02453 Waltham, MA (Address of Principal Executive Offices) (Zip Code)

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Financial statements and notes

2026 2025 ASSETS Current assets: Cash and cash equivalents $ 726,960 $ 566,021 Marketable securities 136,019 201,607 Accounts receivable, net of allowances of $3,273 and $2,767 at September 30, 2026, and December 31, 2025, respectively 151,235 158,587 Inventories, net 182,205 170,458 Prepaid expenses and other current assets 45,565 40,712 Total current assets 1,241,984 1,137,385 Property, plant and equipment, net 163,561 186,614 Intangible assets, net 305,291 386,147 Goodwill 1,100,319 1,114,408 Deferred tax assets 716 694 Operating lease right of use assets 112,472 119,538 Other noncurrent assets 2,065 4,913 Total assets $ 2,926,408 $ 2,949,699 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 27,697 $ 30,010 Operating lease liabilities 20,397 21,559 Contingent consideration 2,254 5,049 Accrued liabilities 75,338 79,208 Total current liabilities 125,686 135,826 Convertible Senior Notes due 2028, net 555,596 542,213 Deferred tax liabilities 19,909 22,496 Noncurrent operating lease liabilities 116,248 126,176 Noncurrent contingent consideration — 1,304 Other noncurrent liabilities 17,232 15,555 Total liabilities 834,671 843,570 Commitments and contingencies (Note 10) Stockholders' equity: Preferred stock, $0.01 par value, 5,000,000 shares authorized, no shares issued or outstanding — — Common stock, $0.01 par value; 80,000,000 shares authorized; 56,692,755 shares at September 30, 2026, and 56,325,429 shares at December 31, 2025 issued and outstanding 567 563 Additional paid-in capital 1,685,620 1,651,849 Accumulated other comprehensive loss (25,607) (2,531) Retained earnings 431,157 456,248 Total stockholders’ equity 2,091,737 2,106,129 Total liabilities and stockholders’ equity $ 2,926,408 $ 2,949,699

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The following tables summarize the Company's marketable securities as of September 30, 2026, and December 31, 2025:

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Level 1 - Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

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Level 2 - Valuations based on observable market based inputs or unobservable inputs that are corroborated by market data, each either directly or indirectly.

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Show the other 48

Level 3 - Valuations based on inputs that are unobservable or significant to the overall fair value measurement.

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The availability of observable inputs can vary among the various types of financial assets and liabilities. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for financial statement disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is categorized is based on the lowest level input that is significant to the overall fair value measurement.

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Financial assets and financial liabilities measured at fair value on a recurring basis consist of the following as of September 30, 2026, and December 31, 2025:

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(1) Cash and cash equivalents are recorded at carrying value, which approximate fair value.

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A reconciliation of the change in fair value of contingent consideration - earnout is included in the following table (amounts in thousands):

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Balance at December 31, 2025 $ 6,353 Increase in fair value of contingent consideration earnouts 1,459 Earnout payment - cash (5,225) Cumulative translation adjustment (333) Balance at September 30, 2026 $ 2,254

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Changes in the projected performance of the acquired business could result in a higher or lower contingent consideration obligation in the future.

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At September 30, 2026, and December 31, 2025, the fair value of the Company’s 1.00 % Convertible Senior Notes due 2028 (the “2023 Notes”) was $ 652.2 million and $ 603.1 million, respectively. The fair value of the 2023 Notes is a Level 1 valuation and was determined based on the most recent trade activity of the 2023 Notes as of September 30, 2026, and December 31, 2025. See Note 8, “Convertible Senior Notes”, for additional information.

Read in the 10-Q

During the three months ended September 30, 2026, the Company determined the developed-technology intangible assets related to an intellectual property license agreement were impaired, as the asset would not generate future undiscounted cash flows and therefore was not recoverable. Accordingly, the Company recorded a $ 41.2 million impairment charge, representing the excess of carrying value over fair value. See Note 6, “Goodwill and Intangible Assets”, for more information.

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The Company accounted for the 908 Devices PAT Portfolio acquisition as a purchase of a business in accordance with ASC 805, “Business Combinations.” Under the securities and asset purchase agreement, the PAT Portfolio and associated net assets were acquired for cash consideration of $ 69.9 million. The assets acquired and liabilities assumed were recorded as of the acquisition date, at their respective fair values and consolidated with those of the Company.

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Acquisition-related costs are not included as a component of consideration transferred but are expensed in the periods in which such costs are incurred. The Company has incurred $ 14.2 million of transaction and integration costs associated with the 908 Devices PAT Portfolio acquisition from the date of acquisition to September 30, 2026, of which $ 0.4 million and $ 1.7 million were incurred during the three and nine months ended September 30, 2026, respectively. The transaction and integration costs are included in operating expenses in the condensed consolidated statements of comprehensive income or loss.

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The components and allocation of the purchase price consist of the following (amounts in thousands):

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Cash and cash equivalents $ 191 Accounts receivable 1,110 Inventory 6,946 Prepaid expenses and other current assets 651 Property and equipment 1,698 Operating lease right of use assets 2,552 Other assets, long-term 41 Customer relationships 5,040 Developed technology 6,910 Trademark and tradename 1,660 Goodwill 50,177 Accounts payable (208) Accrued liabilities (542) Operating lease liabilities (2,552) Deferred revenue (2,366) Deferred tax liability (1,011) Fair value of net assets acquired $ 70,297

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The goodwill of $ 50.2 million represents future economic benefits expected to arise from anticipated synergies from the integration of the 908 Devices PAT Portfolio into the Company. These synergies include operating efficiencies and strategic benefits projected to be achieved as a result of the 908 Devices PAT Portfolio acquisition. Goodwill is calculated based on the acquired assets in the United States and Germany. Goodwill related to the United States of $ 39.6 million is deductible for income tax purposes. The goodwill of $ 10.6 million related to Germany is nondeductible for income tax purposes.

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The following table sets forth the components of the identified intangible assets associated with the 908 Devices PAT Portfolio acquisition and their estimated useful lives:

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Useful life Fair Value (Amounts in thousands) Customer relationships 8 - 9 years $ 5,040 Developed technology 10 - 12 years 6,910 Trademark and tradename 13 - 14 years 1,660 $ 13,610

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The Company expects to identify additional actions as it further refines its initiatives in future periods. These charges will be recorded when criteria are met in accordance with ASC 420, “Exit or Disposal Cost Obligations.” The activities included in these initiatives are expected to be substantially complete by the end of 2027.

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The following table summarizes the charges related to restructuring activities and other charges by type of cost for the periods presented within the Company’s condensed consolidated statements of comprehensive income or loss:

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The following table summarizes the changes in the Company’s accrued restructuring balance, which is recorded within accrued liabilities on the condensed consolidated balance sheets.

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Restructuring liability Restructuring charges Cash payments Non-cash items Restructuring liability

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The following table provides information about receivables and deferred revenue from contracts with customers as of September 30, 2026, and December 31, 2025:

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2026 2025 (Amounts in thousands) Balances from contracts with customers only: Accounts receivable $151,235 $158,587 Deferred revenue (included in accrued liabilities and other noncurrent liabilities in the condensed consolidated balance sheets) $18,920 $16,152

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The Company’s annual impairment analysis of goodwill was performed as of October 1, 2026. The qualitative assessment of the Company’s one reporting unit indicated there were no indications of impairment and it was not more likely than not that its fair value was less than its carrying amount.

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Indefinite-lived intangible assets are reviewed for impairment at least annually. Definite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the asset group that includes the definite-lived assets may not be recoverable. The Company reassesses its asset groupings whenever changes in facts and circumstances occur.

Read in the 10-Q

During the three months ended September 30, 2026, the Company identified an impairment indicator related to certain definite-lived intangible assets, specific to an intellectual property license agreement, and performed an impairment analysis. Based on the facts and circumstances, these definite-lived intangible assets were determined to be a separate asset group. As a result, the Company determined the developed-technology intangible assets related to the intellectual property license agreement were impaired and recorded a $ 41.2 million impairment charge, which is included within intangible asset impairment charges on the condensed consolidated statements of comprehensive income or loss.

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Intangible assets, net, consisted of the following at September 30, 2026, and December 31, 2025:

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Amortization expense for finite-lived intangible assets was $ 9.6 million and $ 28.9 million for the three and nine months ended September 30, 2026, respectively, and $ 9.9 million and $ 29.3 million for the three and nine months ended September 30, 2025, respectively. As of September 30, 2026, the Company expects to record the following amortization expense in future periods:

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2026 2025 (Amounts in thousands) Employee compensation $ 33,073 $ 40,141 Deferred revenue 15,788 14,609 Income taxes payable 763 3,592 Other 25,714 20,866 Total accrued liabilities $ 75,338 $ 79,208

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The initial conversion rate for the 2023 Notes is 4.9247 shares of the Company’s common stock per $1,000 principal amount of the 2023 Notes, which is equivalent to an initial conversion price of $ 203.06 per share and represents a 30 % premium over the last reported sale price of $ 156.20 per share on December 6, 2023, the date on which the 2023 Notes were priced.

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The holders of the 2023 Notes may convert all or a portion of such notes prior to the close of business on the business day immediately preceding September 15, 2028 under the following circumstances, as stated in the indenture governing the 2023 Notes (the “2023 Notes Indenture”):

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• During any calendar quarter (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day;

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• During the five -business day period immediately after any five consecutive trading day period (the “measurement period") in which the trading price (as defined in the 2023 Notes Indenture) per $1,000 principal amount of the 2023 Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; and

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• If the Company calls the 2023 Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or

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• Upon occurrence of a specific corporate events as set forth in the 2023 Notes Indenture.

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The following table sets forth total interest expense recognized related to the 2023 Notes for the three and nine months ended September 30, 2026, and 2025:

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In April 2025, the Company issued 52,935 shares of its common stock to former security holders of Avitide to satisfy the final contingent consideration obligation established under the Agreement and Plan of Merger and Reorganization (the “Avitide Agreement”) which the Company entered into as part of the acquisition of Avitide in September 2021.

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In April 2025, the Company issued 5,517 shares of its common stock to former security holders of FlexBiosys, Inc. (“FlexBiosys”) to satisfy the final contingent consideration obligation established under the Equity Purchase Agreement (the “FlexBiosys Agreement”), which the Company entered into as part of the acquisition of FlexBiosys in April 2023.

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The following table presents stock-based compensation expense in the Company’s condensed consolidated statements of comprehensive income or loss:

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Potentially dilutive shares from the Company’s 2023 Notes were excluded from the calculation of diluted earnings per share during the three and nine months ended September 30, 2026, and 2025, as the inclusion would be anti-dilutive.

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The following table represents the Company’s total revenue by customers’ geographic locations:

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(1) Rest of the world consists of countries in Central and South America and Africa.

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The following table presents the Company’s significant segment expenses which are regularly provided to the CODM for the single reportable segment:

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Financial instruments that subject the Company to significant concentrations of credit risk primarily consist of cash and cash equivalents, marketable securities and accounts receivable. The Company's investment policy requires that it only invest in highly-rated securities and limits its exposure to any single-issuer to mitigate the risk of credit loss.

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On October 29, 2026, the Company entered into privately negotiated exchange and subscription agreements with certain holders of its outstanding 1.00 % Convertible Senior Notes due 2028 and certain new investors. Pursuant to the agreements, the Company expects to issue $ 1.0 billion aggregate principal amount of 0.25 % Convertible Senior Notes due 2031 (the “New Notes”). Approximately $ 541.4 million principal amount of the New Notes will be issued in exchange for approximately $ 456.8 million principal amount of 2028 Notes (the “Exchange Transactions”) and approximately $ 458.6 million principal amount of the New Notes will be issued for cash (the “Subscription Transactions”, and together with the Exchange Transactions, the “Transactions”). In connection with the issuance of the New Notes, the Company intends to use approximately $ 120.0 million of the net proceeds from the Subscription Transactions to repurchase shares of its common stock from certain purchasers of the New Notes. The transactions are expected to close in November 2026, subject to customary closing conditions.

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On October 6, 2026, we completed our previously announced acquisition of BioLife Solutions, Inc. (“BioLife”), a company focused on developing cell processing tools and services for the cell and gene therapy market, for approximately $1.9 billion, comprised of approximately 7.2 million shares in our common stock and approximately $564 million in cash on hand. Following the acquisition, BioLife operates as our wholly owned subsidiary under the name “BioLife Solutions, LLC.” BioLife brings a differentiated portfolio of products including a market-leading bio- preservation media platform and other cell processing tools, expanding our presence in the cell therapy market. We will account for the acquisition in the fourth quarter of 2026. See Note 14, “Subsequent Events,” included in Part I, Item 1, “Financial Statements,” in this Quarterly Report on Form 10-Q.

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During the three months ended September 30, 2026, we identified an impairment indicator related to certain definite-lived intangible assets, specific to an intellectual property license agreement, and performed an impairment analysis. Following this analysis, these definite-lived intangible assets were determined to be a separate asset group. As a result, we determined the developed-technology intangible assets related to the intellectual property license agreement were impaired and recorded a $41.2 million impairment charge, included within intangible asset impairment charges on the condensed consolidated statements of comprehensive income or loss.

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million to settle the cash portions of the contingent consideration earnout obligations related to acquisitions from previous years. These cash outflows are partially offset by proceeds received from stock option exercises of $2.1 million.

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On October 29, 2026, we entered into privately negotiated exchange and subscription agreements with certain holders of our outstanding 1.00% Convertible Senior Notes due 2028 and certain new investors. Pursuant to the agreements, we expect to issue $1.0 billion aggregate principal amount of 0.25% Convertible Senior Notes due 2031 (the “New Notes”). Approximately $541.4 million principal amount of the New Notes will be issued in exchange for approximately $456.8 million principal amount of 2028 Notes (the “Exchange Transactions”) and approximately $458.6 million principal amount of the New Notes will be issued for cash (the “Subscription Transactions”, and together with the Exchange Transactions, the “Transactions”). In connection with the issuance of the New Notes, we intend to use approximately $120.0 million of the net proceeds from the Subscription Transactions to repurchase shares of its common stock from certain purchasers of the New Notes. The transactions are expected to close in November 2026, subject to customary closing conditions.

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The 10-Q's risk factors against the 10-K

Item 1A of the 10-Q filed Oct 30, 2026 against Item 1A of the 10-K filed Feb 26, 2026. A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed. Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed, Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal (cut words struck through, new words highlighted). Text on the page, not a score; each links to the filing at sec.gov.

All 5 Added 4Reworded 1Quiet changes 0
Added10-Q Oct 30, 2026 vs 10-K Feb 26, 2026
The matters discussed in this Quarterly Report on Form 10-Q include forward-looking statements that involve risks or uncertainties. These statements are neither promises nor guarantees, but are based on various assumptions by management regarding future circumstances, over many of which Repligen has little or no control. A number of important risks and uncertainties, including those identified under the caption “Risk Factors” in Part I, Item 1A of our Form 10-K for the period ended December 31, 2025, and in subsequent filings, could cause our actual results to differ materially from those in the forward-looking statements. The information presented below supplements the risks and uncertainties identified under the caption “Risk Factors” in Part I, Item 1A of our Form 10-K for the period ended December 31, 2025.

Read it in the 10-Q at sec.gov

Added10-Q Oct 30, 2026 vs 10-K Feb 26, 2026
Our ability to realize the anticipated benefits of the acquisition of BioLife depends on the successful and efficient integration of BioLife’s business into our existing business. The integration process may require significant management attention and resources and could result in unforeseen difficulties, delays or costs. We may also be unable to retain key employees or realize the anticipated cost savings or synergies from the acquisition. Such integration efforts, whether successful or not, could divert BioLife and Repligen management’s attention from ongoing business operations and other opportunities and could give rise to adverse reactions or changes to business or employee relationships. If we are unable to successfully integrate BioLife’s operations and realize the anticipated benefits of the acquisition, our business, financial condition and results of operations could be materially adversely affected.

Read it in the 10-Q at sec.gov

Added10-Q Oct 30, 2026 vs 10-K Feb 26, 2026
Our assumptions around the size and trajectory of the cell therapy market and BioLife’s market position may prove to be incorrect, which, along with other risks and uncertainties related to the BioLife transaction, could materially and adversely affect our business and financial results.

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Added10-Q Oct 30, 2026 vs 10-K Feb 26, 2026
Other risks and uncertainties related to the BioLife transaction that could materially and adversely affect our business and financial results include the risk that the parties have overestimated the size or trajectory of the cell therapy market and BioLife’s market position, as well as the possibility that the anticipated financial impact and revenue growth of the transaction will not be realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where we and BioLife do business; the outcome of any legal proceedings that may be instituted against us or BioLife in connection with the transaction or otherwise; and the potential for increased regulatory scrutiny and the impact on the clinical pipeline, global approvals and expanded indications.

Read it in the 10-Q at sec.gov

Reworded10-Q Oct 30, 2026 vs 10-K Feb 26, 2026
Any of these factors We may be unable to successfully and efficiently integrate BioLife’s business into the Repligen enterprise, which could materially and adversely affect our business, financial condition and results of operations.

Read it in the 10-Q at sec.govThe 10-K sentence

Phrases used for the first time

Two-word phrases in Risk Factors of the 10-K filed Feb 26, 2026 that are in none of the 1 earlier 10-Ks stored, back to Mar 14, 2025

joint ventures ×5investments collaborations ×4strategic investments ×3minority investments ×2joint venture ×2company’s annual ×2process controls ×2sustainability reporting ×2sell products ×2reduce demand ×2trump administration ×2competitive bidding ×2storage security ×2dua act ×2government investigations ×2global patent ×2
Where each one is used
  • joint ventures: Our strategic investments, collaborations and joint ventures with and into business expose us to risks that could adversely affect our business, and we may not achieve the anticipated benefits of such investments, collaborations and/or joint ventures with or into such businesses or technologies
  • investments collaborations: Risks Related to Product Development, Strategic Investments, Collaborations and Acquisitions
  • strategic investments: Risks Related to Product Development, Strategic Investments, Collaborations and Acquisitions
  • minority investments: •Limited Control and Alignment Challenges: In joint ventures or minority investments, we may have limited ability to influence strategic decisions or operational practices. Differences in objectives, governance structures, or priorities with partners can lead to conflicts and inefficiencies.
  • joint venture: Our strategic investments, collaborations and joint ventures with and into business expose us to risks that could adversely affect our business, and we may not achieve the anticipated benefits of such investments, collaborations and/or joint ventures with or into such businesses or technologies
  • company’s annual: As previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, the Company identified the following material weaknesses in internal control over financial reporting:
  • process controls: 2.Management did not maintain effective information technology (“IT”) general controls for information systems that are relevant to the preparation of our financial statements. Specifically, we did not maintain logical access controls and program change management controls to ensure that access to programs and data...
  • sustainability reporting: Investor advocacy groups, institutional investors, investment funds, market participants, and other stakeholders have increasingly focused on sustainability or Environmental, Social, and Governance (“ESG”) practices, including those related to climate change. The European Union has emerged as a key driver of ESG...

The 10-K at sec.gov

Used at least twice, small words left out. Counted, not picked: a phrase can be new because the company renamed something.

What was taken out

21 paragraphs of last year's Risk Factors with nothing like them now. The longest are quoted.

Across all companies
Additionally, the federal government and individual states in the United States have also become increasingly active in passing legislation and implementing regulations designed to control pharmaceutical product pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product access and marketing cost disclosure and transparency measures, and, in some cases, designed to encourage importation from other countries and bulk purchasing. President Biden has issued multiple executive orders that have sought to reduce prescription drug costs. In February...
In the 10-K filed Mar 14, 2025
Inflation and rapid increases in interest rates have led to a decline in the trading value of previously issued government securities with interest rates below current market interest rates. Although the U.S. Department of Treasury, FDIC and Federal Reserve Board have announced a program to provide up to $25 billion of loans to financial institutions secured by certain of such government securities held by financial institutions to mitigate the risk of potential losses on the sale of such instruments, widespread demands for customer withdrawals or other liquidity needs of financial...
In the 10-K filed Mar 14, 2025
Legally mandated price controls on payment amounts by third-party payors or other restrictions could harm our business, financial condition, results of operations and prospects. In addition, regional healthcare authorities and individual hospitals are increasingly using bidding procedures to determine what pharmaceutical products and which suppliers will be included in their prescription drug and other healthcare programs. This could reduce the ultimate demand for our products or put pressure on drug pricing, which could negatively affect our business, financial condition, results of...
In the 10-K filed Mar 14, 2025
In August 2022, the Inflation Reduction Act of 2022 (the “IRA”) was signed into law. The IRA includes several provisions that will impact our business to varying degrees, including provisions that create a $2,000 out-of-pocket cap for Medicare Part D beneficiaries, impose new manufacturer financial liability on all drugs in Medicare Part D, allow the U.S. government to negotiate Medicare Part B and Part D pricing for certain high-cost drugs and biologics without generic or biosimilar competition, require companies to pay
In the 10-K filed Mar 14, 2025

Sources

Item 1A of each 10-K and 10-Q on EDGAR, quoted exactly. Each paragraph links to the filing at sec.gov.

Also

10-K change: what was reworded or cut, section by section.

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