10-K 0001104659-26-100322 (2026-08-24) vs 10-K 0001558370-25-011716 (2025-08-22)
| Section | Compared text | Words now | Changed |
|---|
| Risk Factors | Item 1A | 11,204 |
21.9% |
| MD&A | Item 7 | 6,083 |
27.6% |
| Legal Proceedings | Item 3 | 42 |
not compared |
| Accounting Policies | Item 8, Note 2 – Definition and Limitations of Internal Control Over Financial Reporting | 6,350 |
37.4% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, 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 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.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
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.
Read it in 10-K 2026-08-24 at sec.gov ↗
AddedRisk Factors
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.
Read it in 10-K 2026-08-24 at sec.gov ↗
AddedRisk Factors
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.
Read it in 10-K 2026-08-24 at sec.gov ↗
AddedRisk Factors
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.
Read it in 10-K 2026-08-24 at sec.gov ↗
AddedRisk Factors
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.
Read it in 10-K 2026-08-24 at sec.gov ↗
AddedRisk Factors
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.
Read it in 10-K 2026-08-24 at sec.gov ↗
AddedRisk Factors
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.
Read it in 10-K 2026-08-24 at sec.gov ↗
AddedRisk Factors
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.
Read it in 10-K 2026-08-24 at sec.gov ↗
AddedRisk Factors
We have incurred and expect to continue to incur substantial transaction-related fees and costs in connection with the Merger.
Read it in 10-K 2026-08-24 at sec.gov ↗
AddedRisk Factors
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.
Read it in 10-K 2026-08-24 at sec.gov ↗
AddedRisk Factors
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.
Read it in 10-K 2026-08-24 at sec.gov ↗
AddedRisk Factors
The consummation of the Merger is subject to customary and other closing conditions, including:
Read it in 10-K 2026-08-24 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 ↗
RewordedRisk Factors
Additionally, In addition, the U.S. government’s plans to manage prescription drug prices, as well as its recently announced intention to regulate potential for expanded regulation of lab developed tests, may tests may, if such regulation were implemented, also impact the customers and industries we serve by increasing the cost of commercializing and/or limiting the profitability of commercialized products.
Read it in 10-K 2026-08-24 at sec.gov ↗
RewordedRisk Factors
Additionally, the U.S. government’s plans to manage negotiation of most favored nation pricing on certain prescription drug prices, as well as its recently announced intention to regulate lab developed tests, drugs, and the potential for expansion of this program, may impact the customers and industries we serve by increasing the cost of commercializing and/or limiting the profitability of commercialized products.
Read it in 10-K 2026-08-24 at sec.gov ↗
RewordedRisk Factors
International political, compliance and business factors, including the military conflict in Ukraine, Israel’s conflict in Gaza, conflicts and trade tensions between the U.S. and China, tensions, can negatively impact our operations and financial results.
Read it in 10-K 2026-08-24 at sec.gov ↗
RewordedRisk Factors
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.
Read it in 10-K 2026-08-24 at sec.gov ↗
RewordedRisk Factors
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.
Read it in 10-K 2026-08-24 at sec.gov ↗
RewordedRisk Factors
For example, Russia’s military invasion of Ukraine, and the response by the US and European countries to that invasion, have caused severe political, humanitarian and economic crises, not only in Europe but globally.
Read it in 10-K 2026-08-24 at sec.gov ↗
RewordedRisk Factors
We operate globally, with manufacturing operations in Canada, Switzerland, China and the UK, and approximately 44% 48% of our revenue in fiscal 2025 was from outside the United States.
Read it in 10-K 2026-08-24 at sec.gov ↗
RewordedRisk Factors
Most notably, in the last several years, some an increasing number of states, including California, Virginia, Utah, Colorado and Connecticut, have passed broad privacy legislation that could result in more material impacts as implementing regulations are issued.
Read it in 10-K 2026-08-24 at sec.gov ↗
RewordedRisk Factors
Developments or changes in national laws or policies to protect or promote domestic interests and/or address foreign competition, including laws and policies in areas such as trade, manufacturing, government purchasing, healthcare, intellectual property, regulatory enforcement and investment/development, investment/development can adversely affect have an adverse effect on our business and financial statements.
Read it in 10-K 2026-08-24 at sec.gov ↗
RewordedRisk Factors
At the beginning of this fiscal year, 2025, we invested in Spear Bio and and, at the beginning of fiscal year 2024 2024, we completed the acquisition of Lunaphore, a leading developer of fully automated spatial biology solutions.
Read it in 10-K 2026-08-24 at sec.gov ↗
RewordedRisk Factors
The manufacture of many of our products is a complex process, and in many cases subject to complex regulations, and if we directly or indirectly encounter problems manufacturing products, our business and financial results could suffer.
Read it in 10-K 2026-08-24 at sec.gov ↗
RewordedRisk Factors
While retention improved in In fiscal 2025, 2026, a number of our businesses and departments continued to face recruitment and retention challenges, and faced labor availability constraints and inflationary costs.
Read it in 10-K 2026-08-24 at sec.gov ↗
AddedMD&A
On June 25, 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.
Read it in 10-K 2026-08-24 at sec.gov ↗
AddedMD&A
At the effective time of the Merger (the “Effective Time”), each share of the Company’s common stock, par value $0.01 per share, (each, a “Share”) (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 automatically be converted into the right to receive $73.00 in cash (the “Merger Consideration”), without any interest thereon and less any required tax withholdings and all of such Shares will cease to be outstanding and cease to exist.
Read it in 10-K 2026-08-24 at sec.gov ↗
AddedMD&A
If the Merger Agreement is terminated under certain specified circumstances, we or Parent will be required to pay a termination fee to the other party. The Company will be required to pay Parent a termination fee of approximately $230.5 million under specified circumstances, including termination of the Merger Agreement in connection with our entry into an agreement with respect to a Superior Proposal (as defined in the Merger Agreement) at any time prior to us receiving shareholder approval of the Merger Agreement, or termination by Parent if the Company’s Board of Directors effects a Change of Company Recommendation (as defined in the Merger Agreement). Parent will be required to pay the Company a termination fee of approximately $576.1 million under specified circumstances, including termination of the Merger Agreement due to the failure to consummate the Merger by the Outside Date (as defined in the Merger Agreement) as a
Read it in 10-K 2026-08-24 at sec.gov ↗
AddedMD&A
result of the failure to obtain certain required regulatory approvals or due to a permanent injunction arising from Antitrust Laws or Investment Screening Laws (each as defined in the Merger Agreement) if certain other conditions are met.
Read it in 10-K 2026-08-24 at sec.gov ↗
AddedMD&A
Consummation of the Merger is subject to customary closing conditions, including: (i) 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; (ii) the expiration or termination of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and all other scheduled antitrust or investment screening law approvals having been obtained (or the applicable waiting periods having expired or terminated) (such approvals, collectively, the “Required Approvals”); (iii) 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; (iv) accuracy of the other party’s representations and warranties, subject to certain customary materiality or de minimis standards set forth in the Merger Agreement; (v) the other party’s compliance with its obligations and covenants required under the Merger Agreement, subject to certain materiality standards; and (vi) 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). The Merger is expected to close by late 2026 or early 2027.
Read it in 10-K 2026-08-24 at sec.gov ↗
AddedMD&A
(1) Fiscal 2026 relates to the Diagnostics and Spatial Biology segment business that met the held-for-sale criteria on June 30, 2025. Fiscal 2025 and 2024 relate to the Protein Sciences segment business that met the held-for-sale criteria on December 31, 2023
Read it in 10-K 2026-08-24 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 ↗
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 ↗
RewordedMD&A
The increase decrease in research and development expenses in fiscal 2025 and fiscal 2024 2026 compared to the prior periods period was primarily attributable to strategic growth investments including the acquisition divestiture of Lunaphore the Exosome Diagnostics business in fiscal 2024. our Diagnostics and Spatial Biology segment.
Read it in 10-K 2026-08-24 at sec.gov ↗
RewordedMD&A
After adjusting for cost recognized upon sale of acquired inventory, intangibles amortization, acquisition-related costs, certain litigation charges, gain on sale of investments, investment loss and other non-operating loss, stock-based compensation, restructuring and restructuring-related costs, impairment (recovery) of assets held-for-sale, and impact of business businesses held-for-sale, adjusted net earnings decreased 1% in fiscal 2026 as compared to fiscal 2025.
Read it in 10-K 2026-08-24 at sec.gov ↗
RewordedMD&A
The change in the effective tax rate for fiscal 2025 2026 compared to fiscal 2024 2025 was driven by share-based compensation as the number of stock option exercises increased compared to the prior year comparative period. discrete tax items.
Read it in 10-K 2026-08-24 at sec.gov ↗
RewordedMD&A
The exclusion of third and fourth quarter of fiscal 2024 2026 sales related to a the held-for-sale business reduced sales by 1%. had an unfavorable impact of 8% on sales.
Read it in 10-K 2026-08-24 at sec.gov ↗
RewordedMD&A
Fiscal 2024 consolidated Consolidated gross margin in fiscal 2026 was impacted by the Lunaphore acquisition when compared to decreased restructuring-related costs for manufacturing optimization from the prior period.
Read it in 10-K 2026-08-24 at sec.gov ↗
RewordedMD&A
Foreign currency translation had a favorable impact of 2% and a business held-for-sale did not have a material impact. had an unfavorable impact of 2%.
Read it in 10-K 2026-08-24 at sec.gov ↗
RewordedMD&A
The Company determined, after performing the qualitative analysis, there was no evidence that it was is more likely than not that the fair value was less than the carrying amounts, therefore, it was not necessary to perform a quantitative impairment test in fiscal 2023. amounts.
Read it in 10-K 2026-08-24 at sec.gov ↗
RewordedMD&A
The Company determined, after performing the qualitative quantitative analysis, there was no evidence that it is more likely than not that the fair value was less than the carrying amounts, therefore, it was not necessary to perform a quantitative impairment test in fiscal 2024. amounts.
Read it in 10-K 2026-08-24 at sec.gov ↗
RewordedMD&A
Organic revenue growth for the segment declined 2% for the fiscal year, with was 4% and foreign currency exchange having had a favorable impact of 1% on revenue. revenue growth.
Read it in 10-K 2026-08-24 at sec.gov ↗
RewordedMD&A
Excluding the impact of acquired inventory sold, amortization of intangibles, stock compensation expense, restructuring and restructuring-related costs, impact of business held-for-sale, and the impact of partially-owned consolidated subsidiaries, businesses held-for-sale, adjusted gross margins were 69.6%, 70.4%, 71.0%, and 71.7% 71.0% in fiscal 2026, 2025, and 2024, and 2023, respectively.
Read it in 10-K 2026-08-24 at sec.gov ↗
RewordedMD&A
(3) (2) Adjusted gross margin percentage excludes the both revenue and the gross margin of the business held-for-sale. businesses that met the held-for-sale criteria during the respective periods.
Read it in 10-K 2026-08-24 at sec.gov ↗
RewordedMD&A
During Net interest expense in fiscal 2025, 2025 decreased when compared to fiscal 2024 as average monthly outstanding debt was lower than fiscal 2024 2024, leading to decreased interest expense compared to fiscal 2024.
Read it in 10-K 2026-08-24 at sec.gov ↗
