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Health care · Biotechnology · Nasdaq

TECHBio-Techne

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The 10-K against last year's

117 changes: 37 added, 10 removed, 70 reworded

10-K Aug 24, 2026 vs Aug 22, 2025
Risk FactorsRedline ↓
21.9%
of the text changed · 11,204 words now
27.6%
of the text changed · 6,083 words now
Accounting PoliciesRedline ↓
37.4%
of the text changed · 6,350 words now

10-K 0001104659-26-100322 (2026-08-24) vs 10-K 0001558370-25-011716 (2025-08-22) Not compared: Legal Proceedings.

The redline

The paragraph that changed most in each section

Marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

Risk Factors 272 words changed in this paragraph; it is 42% similar to last year's version.
The U.S. has announced and/or implemented new implemented, amended, and in some cases retracted tariffs on imports from a wide range of countries, and which has in some cases prompted retaliatory tariffs, or changes to existing tariffs, by a number of countries. Beginning in early April 2025, the U.S. implemented and/or announced tariffs on imports from a wide range of countries, and which has prompted a number of countries to impose retaliatory tariffs and/or changes to existing tariffs. Many of these tariffs and announcements underwent continued revision, with certain tariff levels increasing while others decreased. Additionally, the U.S. and a number of other countries have implemented a number of product- and industry- specific exclusions, though these exclusions have been subject to revision and/or announced revision as well. As of the date of this report, a number of the recently-imposed tariffs remain in effect, including significant tariffs between the U.S. and China. Collectively, these tariffs have increased and will continue to increase the cost to us of supplies and components we import, as well as our cost to serve certain markets, which in turn will require us to bear significant increased costs to do business, and/or implement surcharges, and/or increase the price of certain of our products. As a result of any surcharge or price increase, there may be an adverse impact on the demand for our products, as well as an adverse impact as to our ability to serve the market in certain countries. The increased cost of importing raw materials and components from certain countries may disrupt our supply chains, with related impacts to our operations. In addition, whenever we are unable to fully recover higher costs, or whenever there is a time delay between the increase in costs and our ability to recover these costs, our margins and profitability can decline. The U.S. and/or other countries may implement additional tariffs and/or other responsive or retaliatory measures, and which would exacerbate the risks and adverse effects noted above. Though the risks identified above in certain cases have already adversely impacted parts of our business, the full impact of these tariffs and other actions on the Company and on our business partners remains highly uncertain and subject to rapid change.

Source: Item 1A, 10-K 0001104659-26-100322 vs Item 1A, 10-K 0001558370-25-011716

Accounting Policies 120 words changed in this paragraph; it is 44% similar to last year's version.
For certain proteins, antibodies, and chemically based manufactured products, the Company produces larger batches of established products than current sales requirements due to economies of scale through a highly controlled manufacturing process. Accordingly, the manufacturing process for these products has and will continue to produce quantities in excess of forecasted usage. The Company forecasts usage for its products based on several factors including historical demand, current market dynamics, and technological advances. The Company forecasts product usage on an individual product level for a period that is consistent with our ability to reasonably forecast inventory usage for that product. There have been no material changes to the Company’s estimates of the net realizable value for excess and obsolete inventory or other types of inventory reserves and inventory cost adjustments in the fiscal years presented. Additionally, current and historical reserves recorded to reduce the cost of inventory to its net realizable value become part of the new cost basis for the inventory item in accordance with ASC 330 - Inventory.

Source: Item 8, Note 2 – Definition and Limitations of Internal Control Over Financial Reporting, 10-K 0001104659-26-100322 vs Item 8, Note 1 – Description of Business and Summary of Significant Accounting Policies:, 10-K 0001558370-25-011716

MD&A 98 words changed in this paragraph; it is 60% similar to last year's version.
The quantitative impairment test requires us to estimate the fair value of our reporting units based on the income approach. The income approach is a valuation technique under which we estimate future cash flows using the reporting unit’s financial forecast from the perspective of an unrelated market participant. Using historical trending and internal forecasting techniques, we project revenue and apply our fixed and variable cost experience rate to the projected revenue to arrive at the future cash flows. A terminal value is then applied to the projected cash flow stream. Future estimated cash flows are discounted to their present value to calculate the estimated fair value. The discount rate used is the value-weighted average of our estimated cost of capital derived using both known and estimated customary market metrics. In determining the estimated fair value of a reporting unit, we are required to estimate a number of factors, including projected operating results, terminal growth rates, economic conditions, anticipated future cash flows, the discount rate and the allocation of shared or corporate items.

Source: Item 7, 10-K 0001104659-26-100322 vs Item 7, 10-K 0001558370-25-011716

Every change, by type

Sentences and paragraphs added, removed or reworded

Sentences and paragraphs of TECH's Risk Factors and MD&A, 10-K 2026-08-24 against 10-K 2025-08-22. Each links to the text at sec.gov.

RemovedRisk Factors
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.

Read it in 10-K 2025-08-22 at sec.gov ↗

RemovedRisk Factors
More specifically, as a healthcare provider, the Company’s Exosome Diagnostics’ ExoDx Prostate business is subject to extensive regulation at the federal, state, and local levels in the U.S. and other countries where it operates. The Company’s failure to meet governmental requirements under these regulations, including those relating to billing practices and financial relationships with physicians, hospitals, and health systems, could lead to civil and criminal penalties, exclusion from participation in Medicare and Medicaid, and possibly prohibitions or restrictions on the use of its laboratories. While the Company believes that it is in material compliance with all statutory and regulatory requirements, there is a risk that government authorities might take a contrary position. Such occurrences, regardless of their outcome, could damage the Company’s reputation and adversely affect important business relationships it has with third parties.

Read it in 10-K 2025-08-22 at sec.gov ↗

RemovedMD&A
Consolidated net earnings for fiscal 2024, including non-controlling interest, decreased 41% compared to fiscal 2023. The decrease in earnings was driven by a non-recurring gain on the sale of our ChemoCentryx, Inc. (CCXI) investment, a non-recurring gain on the sale of our investment in Eminence, and a non-recurring benefit related to the fair value of contingent consideration during fiscal 2023.

Read it in 10-K 2025-08-22 at sec.gov ↗

RemovedMD&A
(1) Includes the quarterly results of the partially-owned consolidated subsidiary prior to the sale of this partially-owned consolidated subsidiary to a third party in the first fiscal quarter of 2023.

Read it in 10-K 2025-08-22 at sec.gov ↗

RemovedMD&A
Fluctuations in adjusted gross margins, as a percentage of net sales, have primarily resulted from changes in foreign currency exchange rates and changes in product mix. We expect that, in the future, gross margins will continue to be impacted by the mix of our portfolio growing at different rates as well as future acquisitions.

Read it in 10-K 2025-08-22 at sec.gov ↗

RemovedMD&A
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended June 30, ​ 2025 2024 2023 ​ ​ ​ ​ ​ ​ ​ Net earnings before taxes - GAAP $ 98,463 $ 185,689 $ 338,659 Identified adjustments attributable to Bio-Techne: ​ ​ Costs recognized upon sale of acquired inventory 751 729 400 Amortization of intangibles 75,321 78,318 76,413 Amortization of Wilson Wolf intangible assets and acquired inventory ​ 9,959 ​ 15,686 ​ 2,805 Acquisition related expenses and other 12,738 7,564 (9,147) Certain litigation charges ​ 41,827 ​ 3,506 ​ — Gain on sale of partially-owned consolidated subsidiaries ​ — ​ — ​ (11,682) Stock based compensation, inclusive of employer taxes 42,158 40,277 41,217 Restructuring and restructuring-related costs 28,231 12,245 3,829 Investment gain and other non-operating — (283) (37,646) Impairment of assets held-for-sale ​ 80,503 ​ 21,963 ​ — Impact of partially-owned subsidiaries(1) — — (420) Impact of business held-for-sale(2) ​ 479 ​ (525) ​ — Earnings before taxes - Adjusted(1,2) $ 390,430 $ 365,169 $ 404,428 ​ ​ ​ ​ ​ ​ ​ Non-GAAP tax rate 21.5 22.0 20.5 Non-GAAP tax expense $ 83,973 $ 80,420 $ 82,948 Non-GAAP adjusted net earnings attributable to Bio-Techne(1,2) $ 306,457 $ 284,749 $ 321,480 Earnings per share - diluted - Adjusted(1,2) $ 1.92 $ 1.77 $ 1.99

Read it in 10-K 2025-08-22 at sec.gov ↗

RemovedMD&A
(1) Includes the quarterly results of the partially-owned consolidated subsidiary prior to the sale of this partially-owned consolidated subsidiary to a third party in the first fiscal quarter of 2023.

Read it in 10-K 2025-08-22 at sec.gov ↗

RemovedMD&A
During the first fiscal quarter of 2023, the Company sold its remaining shares in Eminence, its partially-owned consolidated subsidiary, for $17.8 million. There were no sales of businesses in fiscal 2025 or 2024.

Read it in 10-K 2025-08-22 at sec.gov ↗

Show the other 2
RemovedMD&A
The other financing activity during fiscal 2023 is primarily related to fees for the amended Credit Agreement that occurred in the first fiscal quarter. There was no comparable activity in fiscal 2025 or fiscal 2024.

Read it in 10-K 2025-08-22 at sec.gov ↗

RemovedMD&A
On August 5, 2025, the Company announced the execution of a definitive agreement to sell the Exosome Diagnostics business for $15 million including $5 million of stock of the acquiring company at closing with the remainder received over the following four years. The transaction is expected to close during the first quarter of fiscal 2026.

Read it in 10-K 2025-08-22 at sec.gov ↗

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