TECHBio-Techne
- Headquarters
- Minneapolis, MN
- CEO
- Kim Kelderman
- Next results
- around Feb 3, 2027
31 paragraphs in Risk Factors of the 10-K filed Aug 24, 2026 with nothing like them in the 10-K filed Aug 22, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 59 Health care companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.
our operations or the operations of our customers and partners, delay production and shipments, result in theft of our and our customers’ intellectual property and trade secrets, result in disclosure of personally identifiable information, damage customer, patient, business partner and employee relationships and our reputation and result in defective products or services, legal claims and proceedings, liability and penalties under privacy laws and increased costs for security and remediation, in each case resulting in an adverse effect on our business and financial results.
Similar paragraph at 1 of 59 other Health care companies: TMORead in the 10-K ↗
For instance, our use of animal-derived materials in certain products and manufacturing processes subjects us to regulatory, supply chain, quality, and reputational risks that could adversely affect our business. The sourcing, processing, importation, exportation, handling, storage, transportation and use of animal-derived materials are subject to complex and evolving laws, regulations and governmental oversight, including requirements administered by the USDA, APHIS, and the FDA, as well as customs authorities and comparable regulatory agencies in foreign jurisdictions. Changes in applicable regulations, guidance, interpretations, permitting requirements, certification standards or enforcement priorities could increase our compliance costs, restrict our ability to source or distribute affected products, delay shipments, interrupt manufacturing activities or adversely affect customer demand.
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The proposed acquisition of the Company by Merck KGaA, Darmstadt, Germany may disrupt or adversely affect our business, prospects, financial condition and results of operations.
On June 25, 2026, the Company entered into the Merger Agreement with Parent and Merger Sub. The Merger Agreement provides that, on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company, with the Company surviving the Merger as a wholly-owned subsidiary of Parent. At the Effective Time, each share of the Company’s common stock, other than Company Restricted Stock (as defined in the Merger Agreement), issued and outstanding immediately prior to the Effective Time, other than Excluded Shares (as defined in the Merger Agreement), will be converted into the right to receive $73.00 in cash, without interest and less any required tax withholdings. The completion of the Merger remains subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, including receipt of required regulatory approvals and approval by the Company’s shareholders.
The announcement and pendency of the Merger could cause disruptions in and create uncertainty surrounding our business, which could have an adverse effect on our business, prospects, financial condition and results of operations, regardless of whether the Merger is completed. During the period from the execution of the Merger Agreement until the earlier of the Effective Time and the termination of the Merger Agreement, we are required to use commercially reasonable efforts to conduct our operations in all material respects in the ordinary course of business and to maintain our existing relations and goodwill with governmental entities, customers, suppliers, distributors, creditors, lessors and employees. Subject to specified exceptions, the Merger Agreement also restricts us from taking certain actions without Parent’s prior written consent, which consent may not be unreasonably withheld, delayed or conditioned. These restrictions could affect our ability to execute our business strategies, pursue acquisitions or other business opportunities, make capital investments, incur indebtedness, manage our workforce and compensation arrangements, enter into or modify material contracts, respond effectively to competitive pressures and industry developments, and attain our financial and other goals, and these restrictions may impact our financial condition, results of operations and cash flows.
Employee retention and recruitment may be challenging before completion of the Merger, as employees and prospective employees may experience uncertainty regarding their future roles, responsibilities, compensation or employment with the Company following the Merger. Although we have entered into retention arrangements with each of our current executive officers, these arrangements may not be sufficient to retain such officers or other key employees through the completion of the Merger or thereafter. If, despite our retention and recruiting efforts, key employees depart or prospective key employees fail to accept employment with the Company because of issues relating to the uncertainty surrounding the Merger, anticipated organizational changes or a desire not to remain with the combined company, our business, financial condition and results of operations could be adversely affected.
The announcement and pendency of the Merger could also disrupt our business relationships. Customers, suppliers, distributors, collaborators, service providers, creditors and other business partners may experience uncertainty as to the future of such relationships and may delay or defer certain business decisions, seek alternative relationships with third parties, reduce or discontinue their business with us, or seek to alter their present business with us. Parties with whom we otherwise may have sought to establish business relationships may seek alternative relationships with third parties. The pursuit of the Merger and preparation for the potential integration of the Company with Parent may place a significant burden on management and our internal resources. The diversion of management’s attention away from our day-to-day business operations could adversely affect our business, financial condition and results of operations.
We may also become subject to shareholder litigation or other legal proceedings relating to the Merger or the other transactions contemplated by the Merger Agreement. Such litigation may name the Company, members of our Board of Directors or our officers as defendants and could seek, among other things, to enjoin or otherwise prevent or delay completion of the Merger. We cannot predict whether any such proceeding will be brought or the outcome of any such proceeding, including the amount of costs associated with defending or resolving such claims or any other liabilities that may be incurred. If a plaintiff were successful in obtaining an injunction prohibiting the parties from completing the Merger on the agreed-upon terms, such an injunction could delay completion of the Merger or prevent the Merger from being completed. Whether or not any claim is successful, transaction-related litigation could result in significant costs and divert management’s attention and resources, which could adversely affect our business, financial condition and results of operations.
We have incurred and expect to continue to incur substantial transaction-related fees and costs in connection with the Merger.
We have incurred and expect to continue to incur significant costs, expenses and fees for professional services, such as legal, financial and accounting fees, and other transaction costs in connection with the Merger. A material portion of these expenses are payable by us whether or not the Merger is completed and may relate to activities that we would not have undertaken other than to complete the Merger. If the Merger is not completed, we will have received little or no benefit from such expenses. Further, although we have assumed that a certain amount of transaction expenses will be incurred, factors beyond our control could affect the total amount or the timing of these expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately. These costs could adversely affect our business, financial condition and results of operations.
The Merger may not be completed within the expected timeframe, or at all, and a significant delay in or the failure to complete the Merger could adversely affect our business and the market price of our common stock.
Similar paragraph at 1 of 59 other Health care companies: IDXXThe consummation of the Merger is subject to customary and other closing conditions, including:
the approval of the Merger Agreement (including the “plan of merger” for purposes of the Minnesota Business Corporation Act) by the affirmative vote of the holders of a majority of the voting power of all of the Shares outstanding and entitled to vote thereon at the meeting of the Company’s shareholders held for the purpose of voting upon the approval of the Merger Agreement;
the expiration or termination of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and all other scheduled antitrust or investment screening law approvals having been obtained (or the applicable waiting periods having expired or terminated) (such approvals in this bullet, collectively, the “Required Approvals”);
no governmental entity of competent jurisdiction having issued or entered any order, injunction or decree or enacted, enforced, issued, promulgated, entered or adopted any law, in each case, that is continuing in effect and that prohibits, enjoins or otherwise prevents the consummation of the Merger;
accuracy of the other party’s representations and warranties, subject to certain customary materiality or de minimis standards set forth in the Merger Agreement;
the other party’s compliance with its obligations and covenants required under the Merger Agreement, subject to certain materiality standards; and
with respect to the obligations of Parent and Merger Sub, the Required Approvals not containing, individually or in the aggregate, a Burdensome Condition, as defined in the Merger Agreement.
Many of the conditions to the consummation of the Merger are not within our control or the control of Parent or Merger Sub, and we cannot predict when or if these conditions will be satisfied. There can be no assurance that our business, our relationships or our financial condition will not be adversely affected, as compared to the condition prior to the announcement of the Merger, if the Merger is not consummated within the expected timeframe or at all. Failure to complete the Merger within the expected timeframe, or at all, could adversely affect our business and the market price of our common stock in a number of ways, including the following:
if the Merger is not completed within the expected timeframe, or at all, the share price of our common stock will change to the extent that the current market price of our stock reflects assumptions regarding the completion of the Merger;
we have incurred, and will continue to incur, significant costs, expenses and fees for professional services and other costs in connection with the Merger, for which we may receive little or no benefit if the Merger is not completed. Many of these fees and costs will be payable by us even if the Merger is not completed and may relate to activities that we would not have undertaken other than to complete the Merger;
failure to complete the Merger within the expected timeframe, or at all, may result in negative publicity and a negative impression of us in the investment community and may lead to subsequent offers to acquire the Company at a lower price or otherwise on less favorable terms to us and our shareholders than contemplated by the Merger;
the impairment of our ability to attract, retain and motivate personnel, including our senior management;
difficulties maintaining relationships with governmental entities, customers, suppliers, distributors, creditors, lessors and employees; and
upon termination of the Merger Agreement by us or Parent under specified circumstances, we would be required to pay a termination fee of approximately $230.5 million.
The Merger Agreement contains provisions that could discourage a potential competing acquirer of the Company or could result in a competing proposal being made at a lower price than it otherwise might have been.
We are subject to certain restrictions on our ability to solicit alternative acquisition proposals from third parties, to provide information to third parties and to enter into or continue discussions or negotiations with third parties regarding alternative acquisition proposals, subject to customary exceptions. In addition, we may be required to pay Parent a termination fee of approximately $230.5 million in specified circumstances, including if the Merger Agreement is terminated in specified circumstances following our receipt of a Competing Proposal (as defined in the Merger Agreement). These provisions could discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of the Company from considering or proposing such an acquisition, including, if the Merger Agreement is terminated prior to the consummation of the Merger, after such termination of the Merger Agreement, even if it were prepared to pay a price per share higher than the price per share proposed to be paid in the Merger, or might result in a potential competing acquirer proposing to pay a lower price than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in specified circumstances under the Merger Agreement, including, in certain circumstances, after a valid termination of the Merger Agreement in accordance with the terms thereof.
If the Merger Agreement is terminated and we decide to seek another similar transaction, we may not be able to negotiate or consummate a transaction with another party on terms comparable to, or better than, the terms of the Merger Agreement.
Read in the 10-K ↗
For many years, our Board has declared quarterly dividends. In the future, our Board may reduce or eliminate our common stock dividend in order to fund investments for growth, repurchase shares or conserve capital resources. While the Merger Agreement is in effect, we are prohibited from declaring, setting aside, making or paying any dividend or other distribution with respect to our capital stock to our shareholders, whether payable in cash, stock, property or a combination thereof, other than regular quarterly cash dividends on our common stock materially consistent with our past dividend policy (including with respect to timing and record date) in quarterly amounts not to exceed those set forth in the disclosure letter delivered by Bio-Techne in connection with the Merger Agreement and with record dates consistent with the dates on which quarterly dividends have been declared.
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government contracts. A failure to comply with these regulations could result in suspension of these contracts, criminal, civil and administrative penalties or debarment.
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Government authorities may conclude that our business practices do not comply with current or future statutes, regulations, agency guidance or case law. Failure to obtain required regulatory clearances before marketing our products (or before implementing modifications to or promoting additional indications or uses of our products), other violations of laws or regulations, failure to remediate inspectional observations to the satisfaction of these regulatory authorities, real or
Similar paragraph at 1 of 59 other Health care companies: DHRRead in the 10-K ↗
New in the latest 10-Q
29 paragraphs in the 10-Q filed Nov 6, 2026 with nothing like them in the 10-Q filed May 6, 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.
Financial statements and notes
Adjustments to reconcile net earnings to net cash provided by operating activities:
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Trade accounts payable, accrued expenses, contract liabilities, and other 14,315 (2,115)
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Contingencies: In June 2026, the Company entered into the Agreement and Plan of Merger (the “Merger Agreement”), with Merck KGaA, Darmstadt, Germany, a German corporation with general partners (“Parent”), and EMD Holdings NewCo, Inc., a Minnesota corporation and a wholly-owned subsidiary of Parent (“Merger Sub”). The Merger Agreement provides that, on the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving as a wholly-owned subsidiary of Parent. On September 23, 2026, the Company’s shareholders voted to approve the Merger Agreement under which Parent proposes to acquire the Company. The Merger is expected to close by late 2026 or early 2027, subject to satisfaction of additional customary closing conditions. For further information regarding this contingency, refer to Note 1 of the Company’s Annual Report on Form 10-K for the year ended June 30, 2026.
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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 September 30, 2026 and June 30, 2026. 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. 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 Condensed Consolidated Balance Sheets 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 September 30, 2026 and June 30, 2026 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 September 30, 2026 and June 30, 2026 were approximately $34.7 million and $38.4 million, respectively. Contract liabilities as of June 30, 2026 subsequently recognized as revenue during the quarter ended September 30, 2026 were approximately $15.1 million. Contract liabilities as of June 30, 2025 subsequently recognized as revenue during the quarter ended September 30, 2025 were approximately $13.2 million. 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 September 30, 2026 2025 ────────────────────────────────────────────────────────────────────────────────────────────────── Consumables $ 237,257 $ 231,601 Instruments 25,501 21,826 Services 22,462 27,482 Total product and services revenue, net $ 285,220 $ 280,909 Royalty revenues 14,492 5,646 Total revenues, net $ 299,712 $ 286,555
Read in the 10-Q ↗
(1) Finished goods inventory of $6,318 and $6,342 is included within Other Assets in the September 30, 2026 and June 30, 2026, Condensed Consolidated Balance Sheets, respectively, as it is forecasted to be sold after the 12 months subsequent to the Condensed Consolidated Balance Sheets dates.
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Changes to the carrying amount of net intangible assets for the period ended September 30, 2026 consist of (in thousands):
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The estimated future amortization expense for intangible assets as of September 30, 2026 is as follows (in thousands):
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Changes to the carrying amount of goodwill for the period ended September 30, 2026 consist of (in thousands):
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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 2026. No indicators of impairment were identified as part of our assessment.
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(1) Amounts relate to the completed divestitures of the Company’s held-for-sale assets.
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The Company’s financial instruments include cash and cash equivalents, available for sale investments, derivative instruments, accounts receivable, notes receivable, accounts payable, and long-term debt.
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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
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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 quarters ended September 30, 2026 and 2025 were as follows (in thousands):
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(Gain) Loss Recognized in Accumulated Other Comprehensive Loss Quarter Ended September 30, 2026 2025 Cash flow hedges Forward starting swaps $ — $3,009 Net investment hedges Cross-currency swap (3,154) (717) Total $ (3,154) $2,292
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Gain Reclassified into Income Quarter Ended September 30, Income Statement 2026 2025 Classification Cash flow hedges Forward starting swaps $ — $ (1,921) Interest expense Net investment hedges Cross-currency swap (726) (613) Interest expense Total $ (726) $ (2,534)
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The following table summarizes payments by date for the Company’s operating leases, which is then reconciled to our total lease obligation (in thousands):
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(1) The Company had a net deferred tax liability for its cash flow hedge of $0.3 million as of September 30, 2025.
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The following table reflects the calculation of basic and diluted earnings per share (in thousands, except per share amounts):
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Quarter Ended September 30, 2026 2025 ────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Earnings per share – basic: Net earnings $ 28,293 $ 38,185 Income allocated to participating securities (3) (6) Income available to common shareholders $ 28,290 $ 38,179 Weighted-average shares outstanding – basic 156,800 155,464 Earnings per share – basic $ 0.18 $ 0.25 Earnings per share – diluted: Net earnings $ 28,293 $ 38,185 Income allocated to participating securities (3) (6) Income available to common shareholders $ 28,290 $ 38,179 Weighted-average shares outstanding – basic 156,800 155,464 Dilutive effect of stock options and restricted stock units 1,128 898 Weighted-average common shares outstanding – diluted 157,928 156,362 Earnings per share – diluted $ 0.18 $ 0.24
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The dilutive effect of stock options and restricted stock units in the above table excludes all options for which the aggregate exercise proceeds exceeded the average market price for the period. The number of potentially dilutive option shares excluded from the calculation was 3.0 million and 6.5 million for the quarters ended September 30, 2026 and 2025, respectively.
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During the quarter ended September 30, 2026, no stock options were granted. During the quarter ended September 30, 2025, the Company granted 0.9 million stock options at a weighted average grant price of $53.60 and a weighted average fair value of $18.86. During the quarters ended September 30, 2026 and 2025, the Company granted 0.7 million and 0.6 million restricted stock units at a weighted average fair value of $72.39 and $53.60, respectively. During the quarters ended September 30, 2026 and 2025, the Company did not grant restricted common stock awards.
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Stock options for 0.9 million and 1.4 million shares of common stock with total intrinsic values of $21.1 million and $18.8 million were exercised during the quarters ended September 30, 2026 and 2025, respectively.
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The following is financial information relating to the Company's reportable segments (in thousands):
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(1)Includes the quarterly results of a business that has met the held-for-sale criteria as of June 30, 2025.
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During the fourth quarter, management engaged in a series of restructuring activities to optimize certain reporting structures and internal functions. These activities included a focus on a streamlined brand architecture, realignment of functions supporting the different brands, including operations, and our people. The Company is expecting to incur costs related to these actions through fiscal 2027, which will be recorded when specified criteria are met.
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(1)Restructuring actions impacting research and development are not material to separately disclose and have been included within Selling, general and administrative costs.
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Restructuring and restructuring-related costs by segment are as follows (in thousands):
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MD&A
In June 2026, the Company entered into the Agreement and Plan of Merger (the “Merger Agreement”), with Merck KGaA, Darmstadt, Germany, a German corporation with general partners (“Parent”), and EMD Holdings NewCo, Inc., a Minnesota corporation and a wholly-owned subsidiary of Parent (“Merger Sub”). The Merger Agreement provides that, on the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving as a wholly-owned subsidiary of Parent. On September 23, 2026, the Company’s shareholders voted to approve the Merger Agreement under which Parent proposes to acquire the Company. The Merger is expected to close by late 2026 or early 2027, subject to satisfaction of additional customary closing conditions. For further information regarding this contingency, refer to Note 1 of the Company’s Annual Report on Form 10-K for the year ended June 30, 2026.
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Quarter Ended September 30, 2026 2025 ──────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Net earnings before taxes - GAAP $ 34,693 $ 47,991 Identified adjustments: Amortization of intangibles 14,663 15,350 Amortization of Wilson Wolf intangible assets 2,490 2,490 Acquisition related expenses and other 17,906 3,508 Certain litigation charges 46 2,408 Stock-based compensation, inclusive of employer taxes 14,757 12,096 Restructuring and restructuring-related costs 3,838 7,511 Investment loss (gain) and other non-operating loss (gain) 799 (2,146) Impairment (Recovery) of assets held-for-sale — (6,789) Impact of business held-for-sale(1) — 2,573 Net earnings before taxes - Adjusted $ 89,192 $ 84,992 Non-GAAP tax rate 21.4% 22.3% Non-GAAP tax expense $ 19,087 $ 18,953 Non-GAAP adjusted net earnings $ 70,105 $ 66,039 Earnings per share - diluted - Adjusted $ 0.44 $ 0.42
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Nov 6, 2026 against Item 1A of the 10-K filed Aug 24, 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 and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
What the 10-Q itself says about its risk factors:
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During the quarter ended September 30, 2026, there have been no material changes from the risk factors found in Part I, Item 1A, "Risk Factors," of the Company's Annual Report on Form 10-K for the year ended June 30, 2026.
1 paragraph in the 10-Q's Item 1A, and none of them adds, rewords or quietly edits a paragraph of the 10-K's.
Work on TECH in a spreadsheet:
Excel workbook (a sheet per section, ten years by column, charts, links to the filings) ·
CSV.
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